e10vq


Incentive Plan Bonus Payments
2005 Non-Employee Director Stock Plan	341,397,376	89,687,037	5,608,669	111,936,688

Item 5. Other Information

None

Item 6. Exhibits


3(a)		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(b)		Bylaws, as amended and restated February 8, 2002, incorporated by reference to Exhibit 3(b) to Form 10-Q for the quarter ended December 29, 2001 (File No. 1-6544).

3(c)		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(d)		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(e)		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).

4(a)		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(b)		First Supplemental Indenture, dated June 27, 1995, between Sysco Corporation and First Union National Bank of North Carolina, Trustee, as amended, incorporated by reference to Exhibit 4(e) to Form 10-K for the year ended June 29, 1996 (File No. 1-6544).

4(c)		Second Supplemental Indenture, dated as of May 1, 1996, between Sysco Corporation and First Union National Bank of North Carolina, Trustee, as amended, incorporated by reference to Exhibit 4(f) to Form 10-K for the year ended June 29, 1996 (File No. 1-6544).

4(d)		Third Supplemental Indenture, dated as of April 25, 1997, between Sysco Corporation and First Union National Bank of North Carolina, Trustee, incorporated by reference to Exhibit 4(g) to Form 10-K for the year ended June 28, 1997 (File No. 1-6544).
4(e)		Fourth Supplemental Indenture, dated as of April 25, 1997, between Sysco Corporation and First Union National Bank of North Carolina, Trustee,


		incorporated by reference to Exhibit 4(h) to Form 10-K for the year ended June 28, 1997 (File No. 1-6544).

4(f)		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. 1-6554).

4(g)		Sixth Supplemental Indenture, including form of Note, dated April 5, 2002 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 4.1 to Form 8-K dated April 5, 2002 (File No. 1-6544).

4(h)		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).

4(i)		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(j)		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).

10(a)		Credit Agreement dated November 4, 2005 between SYSCO, Sysco International, Co., JP Morgan Chase Bank, N.A., and certain Lenders party thereto, incorporated by reference to Exhibit 99.1 to Form 8-K filed on November 10, 2005 (File No. 1-6544).

10(b)		Executive Officer Salary Increases, effective January 1, 2006, incorporated by reference to “Salary Increases for Named Executive Officers” under Item 1.01 contained in Sysco’s Form 8-K filed on November 17, 2005 (File No. 1-6544).

*10(c)		Sixth Amended and Restated Sysco Corporation Supplemental Executive Retirement Plan.

*10(d)		Third Amended and Restated Sysco Corporation Executive Deferred Compensation Plan.

*10(e)		2005 Sysco Corporation Board of Directors Deferred Compensation Plan.

10(f)		2005 Management Incentive Plan, incorporated by reference to Annex B to the Sysco Corporation Proxy Statement for the November 11, 2005 Annual Meeting of Stockholders (File No. 1-6544).

10(g)		2005 Non-Employee Directors Stock Plan, incorporated by reference to Annex


		C to the Sysco Corporation Proxy Statement for the November 11, 2005 Annual Meeting of Stockholders (File No. 1-6544).

*10(h)		Form of Chief Executive Officer 2006 Supplemental Performance-Based Bonus Agreement.

*10(i)		Form of Option Grant Agreement under the 2005 Non-Employee Directors Stock Plan.

*10(j)		Form of Restricted Stock Grant Agreement under the 2005 Non-Employee Directors Stock Plan.

*10(k)		Second Amendment to the Second Amended and Restated Sysco Corporation Board of Directors Deferred Compensation Plan.

*15(a)		Report from Ernst & Young LLP dated February 9, 2006, re: unaudited financial statements.

*15(b)		Acknowledgment letter from Ernst & Young LLP.

*31(a)		CEO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

*31(b)		CFO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

*32(a)		CEO Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*32(b)		CFO Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


*		Filed herewith.

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/ RICHARD J. SCHNIEDERS
		Richard J. Schnieders
		Chairman of the Board, Chief Executive Officer and President

Date: February 9, 2006



	By	/s/ JOHN K. STUBBLEFIELD, JR.
		John K. Stubblefield, Jr.
		Executive Vice President, Finance and Chief Financial Officer

Date: February 9, 2006



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

Date: February 9, 2006

EXHIBIT INDEX


NO.		DESCRIPTION
3(a)		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(b)		Bylaws, as amended and restated February 8, 2002, incorporated by reference to Exhibit 3(b) to Form 10-Q for the quarter ended December 29, 2001 (File No. 1-6544).

3(c)		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(d)		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(e)		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).

4(a)		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(b)		First Supplemental Indenture, dated June 27, 1995, between Sysco Corporation and First Union National Bank of North Carolina, Trustee, as amended, incorporated by reference to Exhibit 4(e) to Form 10-K for the year ended June 29, 1996 (File No. 1-6544).

4(c)		Second Supplemental Indenture, dated as of May 1, 1996, between Sysco Corporation and First Union National Bank of North Carolina, Trustee, as amended, incorporated by reference to Exhibit 4(f) to Form 10-K for the year ended June 29, 1996 (File No. 1-6544).

4(d)		Third Supplemental Indenture, dated as of April 25, 1997, between Sysco Corporation and First Union National Bank of North Carolina, Trustee, incorporated by reference to Exhibit 4(g) to Form 10-K for the year ended June 28, 1997 (File No. 1-6544).

4(e)		Fourth Supplemental Indenture, dated as of April 25, 1997, between Sysco Corporation and First Union National Bank of North Carolina, Trustee, incorporated by reference to Exhibit 4(h)


		to Form 10-K for the year ended June 28, 1997 (File No. 1-6544).

4(f)		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. 1-6554).

4(g)		Sixth Supplemental Indenture, including form of Note, dated April 5, 2002 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 4.1 to Form 8-K dated April 5, 2002 (File No. 1-6544).

4(h)		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).

4(i)		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(j)		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).

10(a)		Credit Agreement dated November 4, 2005 between SYSCO, Sysco International, Co., JP Morgan Chase Bank, N.A., and certain Lenders party thereto, incorporated by reference to Exhibit 99.1 to Form 8-K filed on November 10, 2005 (File No. 1-6544).

10(b)		Executive Officer Salary Increases, effective January 1, 2006, incorporated by reference to “Salary Increases for Named Executive Officers” under Item 1.01 contained in Sysco’s Form 8-K filed on November 17, 2005 (File No. 1-6544).

*10(c)		Sixth Amended and Restated Sysco Corporation Supplemental Executive Retirement Plan.

*10(d)		Third Amended and Restated Sysco Corporation Executive Deferred Compensation Plan.

*10(e)		2005 Sysco Corporation Board of Directors Deferred Compensation Plan.

10(f)		2005 Management Incentive Plan, incorporated by reference to Annex B to the Sysco Corporation Proxy Statement for the


		November 11, 2005 Annual Meeting of Stockholders (File No. 1-6544).

10(g)		2005 Non-Employee Directors Stock Plan, incorporated by reference to Annex C to the Sysco Corporation Proxy Statement for the November 11, 2005 Annual Meeting of Stockholders (File No. 1-6544).

*10(h)		Form of Chief Executive Officer 2006 Supplemental Performance-Based Bonus Agreement.

*10(i)		Form of Option Grant Agreement under the 2005 Non-Employee Directors Stock Plan.

*10(j)		Form of Restricted Stock Grant Agreement under the 2005 Non-Employee Directors Stock Plan.

*10(k)		Second Amendment to the Second Amended and Restated Sysco Corporation Board of Directors Deferred Compensation Plan.

*15(a)		Report from Ernst & Young LLP dated February 9, 2006, re: unaudited financial statements.

*15(b)		Acknowledgment letter from Ernst & Young LLP.

*31(a)		CEO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

*31(b)		CFO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

*32(a)		CEO Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*32(b)		CFO Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


*		Filed herewith.

EX-10.C 2 h32836exv10wc.htm SIXTH AMENDED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN exv10wc

Exhibit 10(c)

SIXTH AMENDED AND RESTATED

SYSCO CORPORATION

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

TABLE OF CONTENTS

Page


ARTICLE I DEFINITIONS			2
ARTICLE II ELIGIBILITY			9
2.1 Initial and Continued Eligibility			9
2.2 Frozen Participation			9
2.3 Frozen Participation Deemed Active Participation			9
2.4 Renewed Eligibility			9
ARTICLE III VESTING			10
3.1 Vesting			10
ARTICLE IV RETIREMENT BENEFIT			12
4.1 Calculation of Retirement Benefit			12
4.2 Time of Payment			13
4.3 Form of Payment			14
4.4 Temporary Social Security Supplement			14
4.5 Beneficiary for the Ten-Year Certain Payment			15
ARTICLE V DEATH BENEFIT			16
5.1 Death Prior to Participant Attaining Age 55/60			16
5.2 Death at or After Participant Attains Age 55/60 While Still Employed or After a Change of Control that Occurs While He Is Employed			16
5.3 Death After Vested Termination but Prior to Commencement of Retirement Benefits			17
5.4 Death Prior to Commencement of Retirement Benefits Under Early Payment Criteria or After Commencement of Retirement Benefits			18
5.5 Death While Participation is Frozen			18
5.6 Beneficiary Designation			19
ARTICLE VI PROVISIONS RELATING TO ALL BENEFITS			21
6.1 Effect of This Article			21
6.2 Termination of Employment			21
6.3 Limitation on Benefits Applicable to Each Participant Whose Participation is Frozen			21
6.4 No Duplication of Benefits			21
6.5 Forfeiture for Cause			21
6.6 Forfeiture for Competition			22
6.7 Restrictions on any Portion of Total Payments Determined to be Excess Parachute Payments			23
6.8 Benefits upon Re-Employment			23
6.9 Claims Procedure			23

-i-

TABLE OF CONTENTS (Continued)			Page
ARTICLE VII ADMINISTRATION			26
7.1 Committee Appointment			26
7.2 Committee Organization and Voting			26
7.3 Powers of the Committee			26
7.4 Committee Discretion			26
7.5 Reimbursement of Expenses			27
7.6 Indemnification			27
ARTICLE VIII ADOPTION BY SUBSIDIARIES			28
8.1 Procedure for and Status After Adoption			28
8.2 Termination of Participation by Adopting Subsidiary			28
ARTICLE IX AMENDMENT AND/OR TERMINATION			29
9.1 Amendment or Termination of the Plan			29
9.2 No Retroactive Effect on Awarded Benefits			29
9.3 Effect of Termination			29
ARTICLE X FUNDING			31
10.1 Payments Under This Plan are the Obligation of the Company			31
10.2 Plan May Be Funded Through Life Insurance Owned by the Company or a Rabbi Trust			31
10.3 Reversion of Excess Assets			31
10.4 Participants Must Rely Only on General Credit of the Company			32
10.5 Funding of Benefits for Participants Subject to Canadian Income Tax Laws is Prohibited			32
ARTICLE XI MISCELLANEOUS			33
11.1 Responsibility for Distributions and Withholding of Taxes			33
11.2 Limitation of Rights			33
11.3 Distributions to Incompetents or Minors			33
11.4 Nonalienation of Benefits			33
11.5 Reliance Upon Information			34
11.6 Amendment Applicable to Active Participants Only Unless it Provides Otherwise			34
11.7 Severability			34
11.8 Notice			34
11.9 Gender and Number			34
11.10 Governing Law			34
11.11 Effective Date			34
11.12 Compliance with Section 409A			34

-ii-

SIXTH AMENDED AND RESTATED
SYSCO CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

WHEREAS, Sysco Corporation (“Sysco”) and its subsidiaries established the Sysco Corporation Supplemental Executive Retirement Plan (the “Plan”), effective July 3, 1988, to provide for 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, Sysco’s board of directors (the “Board of Directors”), the Committee (as defined in the Plan), or their designees may, to the extent permitted by Section 9.1 of the Plan, amend the Plan at any time by an instrument in writing;

WHEREAS, the American Jobs Creation Act of 2004 added Section 409A to the Internal Revenue Code of 1986, as amended (the “Code”), and Section 409A of the Code imposes certain restrictions on compensation deferred on and after January 1, 2005; and

WHEREAS, the Board of Directors has determined that it is in the best interests of Sysco and the Plan participants to amend the Plan to provide for certain expanded rights related to early retirement benefits; and

WHEREAS, the Board of Directors has also determined that it is in the best interests of Sysco and the Plan participants to amend and restate the Plan to comply with Section 409A of the Code with respect to all benefits provided under the Plan, without regard to when such benefits became earned and vested, and to make certain other changes and clarifications to the Plan.

NOW, THEREFORE, Sysco hereby amends and restates the Sysco Corporation Supplemental Executive Retirement Plan as follows:

ARTICLE I

DEFINITIONS

Accrued Benefit. “Accrued Benefit” means, for all purposes other than determining a Participant’s frozen Accrued Benefit as of any date, the retirement benefit calculated under Section 4.1 with Final Average Compensation, the offsets for benefits provided by certain other qualified or registered defined contribution and qualified or registered defined benefit plans, and Credited Service determined as of such date, but with the offset for the Primary Social Security Benefit and the Canadian Pension Plan benefit determined as described in other Sections of this document. “Accrued Benefit” means, for purposes of determining a Participant’s frozen Accrued Benefit as of any date, the retirement benefit calculated under

Section 4.1 with Final Average Compensation and Credited Service determined as of the date the Participant’s participation in this Plan is frozen, but with the offsets for benefits provided by certain other qualified or registered defined contribution and qualified or registered defined benefit plans determined as of the date of his Retirement or his earlier termination of employment with the Company, and the offset for the Primary Social Security Benefit and the Canadian Pension Plan benefit determined as described in other Sections of this document.

Actuarial Equivalent or Actuarially Equivalent Basis. “Actuarial Equivalent” or “Actuarially Equivalent Basis” means an equality in value of the aggregate amounts expected to be received under different forms of payment based on the same mortality and interest assumptions. For this purpose, the mortality and interest rate assumptions used in computing annuity benefits under the Pension Plan shall be used. If there is no Pension Plan, 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.

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.

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.

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

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 November 10, 2005, 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 November 10, 2005 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, 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.

Claimant. “Claimant” shall have the meaning set forth in Section 6.9.

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

Company. “Company” means Sysco and any Subsidiary that has adopted the Plan with the approval of the Committee, pursuant to Section 8.1.

Committee. “Committee” means the persons who are from time to time serving as members of the committee administering this Plan.

Credited Service. “Credited 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 Pension Plan covered employees working outside of the United States, except under the circumstances described below, in which event, the rules set forth for each circumstance would be applicable to that circumstance only:

(a) If (i) a Participant is terminated as a result of a Disability, (ii) the Participant has a vested interest in his Accrued Benefit at the time of such termination, and (iii) the Participant’s participation is not frozen at the time of such termination, the Participant shall continue to be awarded Credited Service for vesting purposes under Article III until the Participant attains age sixty-five (65) if the Disability continues, but he shall not continue to be awarded Credited Service for benefit accrual purposes under Section 4.1 or for purposes of meeting the Early Payment Criteria under Section 4.2.

(b) If a Participant is terminated as a result of a Disability (i) but does not have a vested interest in his Accrued Benefit at the time of such termination, or (ii) when his participation is frozen under Section 2.2, the Participant shall not continue to be awarded Credited Service for any purpose under this Plan.

(c) If a Participant’s participation in this Plan is frozen, the Participant shall continue to be awarded Credited Service, for vesting purposes under Article III (including the special “age 62” vesting described in Section 3.1(c)) and for purposes of determining whether the Participant has satisfied

the Early Payment Criteria set forth in Section 4.2(b), during the period the Participant is still employed by an adopting Company and his participation is frozen, but he shall not continue to be awarded Credited Service during such period for benefit accrual purposes under Section 4.1.

(d) If a Participant’s participation in this Plan is frozen, but he remains employed by an adopting Company and then later again becomes eligible to participate in the Plan, the Participant shall be awarded Credited Service for the intervening period for all purposes.

Notwithstanding any provisions hereof to the contrary, the Compensation Committee of the Board of Directors may, in its sole discretion, award additional Credited Service, years of age, and/or years of Management Incentive Plan participation for purposes of vesting and/or benefit accrual, if it determines that a situation warrants such an award.

Disability. “Disability” means that a Participant (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months; (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period not less than three (3) months under an accident and health plan covering employees of the Company; or (iii) has been determined by the Social Security Administration to be totally disabled.

Early Payment Criteria. “Early Payment Criteria” shall have the meaning set forth in Section 4.2(b).

Eligible Earnings. “Eligible Earnings” means:

(a) (i) the salary, plus (ii) any amount under the Management Incentive Plan, that is paid to a Participant by the Company with respect to a given Plan Year ending prior to July 3, 2005 (including any amount deferred under the Sysco Corporation Executive Deferred Compensation Plan).

(b) (i) the salary, plus (ii) any amount under the Management Incentive Plan, that is paid to a Participant by the Company with respect to a given Plan Year ending after July 2, 2005 (including any amount deferred under the Sysco Corporation Executive Deferred Compensation Plan, but excluding any amounts related to “Additional Shares” or “Additional Cash Bonus” (as such terms are defined in the Management Incentive Plan)).

(c) Notwithstanding (a) and (b), above, for purposes of calculating a Protected Participant’s Protected Benefit, “Eligible Earnings” shall have the meaning set forth in (a), above, except

that the Plan Year date restrictions set forth therein shall not apply (i.e., the Eligible Earnings definition set forth in (a) shall apply without regard to when such amounts were paid or earned).

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

Final Average Compensation. “Final Average Compensation” means a Participant’s average monthly Eligible Earnings from the Company for the five (5) successive Plan Years that yield the highest average monthly rate of Eligible Earnings for the Participant out of the ten (10) Plan Years next preceding the earliest to occur of: (i) a Participant’s participation in this Plan being frozen, (ii) a Change of Control, unless the employee remains an employee of the Company and a Participant for the Plan Year in which a Change of Control occurs and the next succeeding three (3) Plan Years, or (iii) the earliest to occur of his death, Disability, or Retirement. For purposes of determining Final Average Compensation, (x) if a Participant has participated in the Plan for less than ten (10) Plan Years, his Eligible Earnings for Plan Years prior to the Plan Year in which he commenced participation in the Plan (to the extent necessary to have ten (10) Plan Years of Eligible Earnings) shall be included, and (y) Eligible Earnings shall not include any bonus not paid pursuant to the Management Incentive Plan, or any compensation earned during the period of time prior to which (I) the Participant was employed by Sysco or a Subsidiary or (II) the Company became a Subsidiary.

Identification Date. “Identification Date” means December 31. The Committee may, in its discretion, change the Identification Date; provided, however, that any change to the Plan’s identification date may not take effect for at least twelve (12) months after the date of the Plan amendment authorizing such change.

Management Incentive Plan. “Management Incentive Plan” 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 from time to time, and any successor plan.

Participant. “Participant” means an employee of a Company who is eligible for and is participating in the Plan, and any other current or former employee of a Company who is entitled to a benefit under this Plan.

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. qualified, defined benefit pension plan successor thereto.

Plan. “Plan” means the Sysco Corporation Supplemental Executive Retirement Plan set forth in this document, as amended from time to time.

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.

Primary Social Security Benefit. “Primary Social Security Benefit” means the amount commencing at the date of benefit commencement under the Plan, or, if later, the date a Social Security retirement benefit is first payable to the Participant, for those Participants who retire or whose employment with the Company is otherwise terminated at a time when they have a vested interest on or before age sixty-five (65), or at the time of Retirement for all others, as a monthly old-age benefit for the Participant under the Federal Social Security Act or any similar federal act or acts in effect at the time of the Participant’s termination of employment, whether or not payment of the amount is delayed, superseded, or forfeited because of failure to apply or for any other reason. The amount of the monthly old-age benefit shall be determined based upon the pay and employment data that may be furnished by the Company and/or the Participant concerned. If a Participant terminates employment with the Company before age sixty-five (65), it shall be assumed that he had no compensation after termination. Any pay for periods prior to the earliest data furnished shall be estimated by applying a salary scale factor projected backward, and the salary scale applied for this purpose shall be the actual change in average wages from year to year as determined by the Federal Social Security Administration.

Protected Benefit. “Protected Benefit” shall mean, for all Plan Years with respect to a Protected Participant, the benefit calculated under Section 4.1(a) using Section (c) the definition of Eligible Earnings.

Protected Participant. “Protected Participant” means an individual who, as of July 3, 2005, was a Participant who had (a) attained age sixty (60), or (b) attained age fifty-five (55) and had been a participant in the Management Incentive Plan for at least ten (10) years.

Retirement. With respect to Plan Years ending prior to July 3, 2005, “Retirement” means the retirement of a Participant from the Company on or after age sixty (60) under Company policy. With respect to Plan Years ending after July 2, 2005, “Retirement” means the retirement of a Participant from the Company on or after age fifty-five (55) under Company policy.

Section 409A. “Section 409A” means Section 409A of the Code. References herein to “Section 409A” shall also include any regulatory and other interpretive authority promulgated under Section 409A of the Code.

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

Separation from Service. “Separation from Service” means “separation from service” within the meaning of Section 409A.

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. 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.

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

Sysco. “Sysco” means Sysco Corporation, the sponsor of this Plan.

Total Payments. “Total Payments” means all payments or benefits received or to be received by a Participant within the meaning of Section 280G of the Code in connection with a Change of Control of Sysco under the terms of this Agreement or the Sysco Corporation Executive Deferred Compensation Plan, 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.

Treasury Regulations. “Treasury Regulations” means the Federal Income Tax Regulations, and to the extent applicable, any Temporary or Proposed Regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

ARTICLE II

ELIGIBILITY

2.1 Initial and Continued Eligibility. Each employee of a Company who is a participant in the Management Incentive Plan is eligible to participate in this Plan. Once an employee has qualified to participate in this Plan, the employee shall continue his participation as long as he remains a participant in the Management Incentive Plan or the Committee determines that his failure to participate in the Management Incentive Plan shall not affect his eligibility to continue his participation in this Plan. But, if a Participant is no longer a participant in the Management Incentive Plan and the Committee does not make such participation-continuation determination, the Participant shall immediately become ineligible to participate in this Plan.

2.2 Frozen Participation. If an employee who is a Participant later becomes ineligible to continue to participate but still is employed by an adopting Company, his Accrued Benefit shall be frozen as of the last day of the Plan Year prior to the Plan Year during which he initially became ineligible to participate. Such Participant shall be entitled to that frozen Accrued Benefit upon Retirement, should he fulfill the requirements of Articles III and IV. The frozen Accrued Benefit shall be payable at the time and in the form set out in Article IV. However, if any of the events described in Article VI should occur, the Participant whose participation is frozen shall then have his frozen Accrued Benefit either restricted in amount or forfeited.

2.3 Frozen Participation Deemed Active Participation. If a Participant’s participation in this Plan is frozen after a Change of Control and the Participant dies or is terminated from the employ of the Company by the then management within four (4) years after that Change of Control, the freeze shall be ineffective as to that Participant, and he shall be treated for all purposes as if his participation had never been frozen.

2.4 Renewed Eligibility. If an employee who is a Participant becomes ineligible to continue to participate but remains employed by an adopting Company and then later again becomes eligible to participate, the Participant shall have his Final Average Compensation computed as though the freeze had never occurred, and he shall be treated for all purposes as though he had not had his participation interrupted. Thereafter, he shall become entitled to benefits as before if he fulfills the requirements of Article III and IV or V.

ARTICLE III

VESTING

3.1 Vesting. A Participant shall vest in his Accrued Benefit according to the following provisions of this Section 3.1:

(a) With respect to Plan Years that end prior to July 3, 2005, a Participant must have ten (10) years or more of Credited Service, excluding any Credited Service before the later of the first date of hire by the Company or the date of acquisition by Sysco or a Subsidiary of the company for which the Participant then worked, in order to be vested in his Accrued Benefit. Such a Participant shall be vested in his Accrued Benefit according to the following vesting schedule.


Participant’s Attained
Age Upon Termination
of Credited Service	Vested 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) With respect to Plan Years that end after July 2, 2005, a Participant must be at least age fifty-five (55) and must have been a participant in the Management Incentive Plan for at least fifteen (15) years in order to be vested in his Accrued Benefit. A Participant who is age fifty-five (55) and who has been a participant in the Management Incentive Plan for fifteen (15) years shall be 50% vested in his Accrued Benefit, and he shall be vested in his Accrued Benefit (i) an additional 5% for each full year of his age in excess of fifty-five (55) as of the date of his distribution event, and (ii) an additional 5% for each full year of his participation in the Management Incentive Plan in excess of fifteen (15). By way of clarification, with respect to Plan Years that end after July 2, 2005, a Participant shall be vested in his Accrued Benefit according to the following vesting schedule.


Participant’s Combined Age as of His
Distribution Event and Years of Participation
in the Management Incentive Plan	Vested 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	%

Notwithstanding the foregoing provisions of this Section 3.1(b) to the contrary, if applying the provisions of Section 3.1(a) would result in a Participant having a higher vested percentage than he would if the foregoing provisions of this Section 3.1(b) were applied, the provisions of this Section 3.1(a) shall apply in lieu of the foregoing provisions of this Section 3.1(b).

(c) Notwithstanding Sections 3.1(a) and 3.1(b) to the contrary, any Participant (i) who is at least age sixty-two (62) upon termination of employment with the Company, (ii) who has completed at least twenty-five (25) years of Credited Service (excluding any Credited Service before the later of the Participant’s first date of hire by the Company or the acquisition by Sysco or a Subsidiary of the company for which the Participant then worked), and (iii) who has been a participant in the Management Incentive Plan for at least fifteen (15) years, shall be 100% vested in his Accrued Benefit.

(d) Notwithstanding any provision of this Section 3.1 to the contrary, if a Change of Control occurs, each Participant shall immediately vest 100% in his Accrued Benefit, effective as of the date of the Change of Control, and each Participant shall be 100% vested in any Accrued Benefit which accrues after the date of the Change of Control, and such vesting shall apply without regard to the Participant’s years of Credited Service or his satisfaction of any vesting schedule.

(e) The Compensation Committee of the Board of Directors, within its sole discretion, may accelerate vesting and may award Credited Service, years of age, and/or years of Management Incentive Plan participation for vesting purposes as provided in the Credited Service definition when it determines that specific situations warrant such action.

(f) Notwithstanding anything herein to the contrary, a Participant who is terminated as a result of a Disability shall not continue to be awarded years of age or Management Incentive Plan participation with respect to such period of termination for vesting purposes under this Article III (without regard to whether such Disability continues during such period); such Participant’s vesting percentage shall, however, continue to be subject to the foregoing provisions of this Article III, including Section 3.1(b) and the last sentence thereof.

ARTICLE IV

RETIREMENT BENEFIT

4.1 Calculation of Retirement Benefit. A Participant’s retirement benefit under the Plan shall be calculated in accordance with this Section 4.1.

(a) With respect to Plan Years ending prior to July 3, 2005, if a Participant retires from the Company on or after age sixty-five (65), or if the Participant’s employment with the Company is

terminated prior to age sixty-five (65) as a result of age or Disability and he has a vested interest in his Accrued Benefit at the time of such termination, he shall be entitled to be paid in accordance with Sections 4.2 and 4.3 the vested portion of a monthly benefit equal to 50% of the Participant’s Final Average Compensation offset by the sum of (i), (ii), and (iii), below, which net amount is then reduced by 5% for each full year of Credited Service less than 20 years:

(i) the monthly benefit for the life of the Participant with ten (10) years certain that can be provided on an Actuarially Equivalent Basis with the vested benefit of the Participant in the Sysco Corporation Employees’ 401(k) Plan and any other qualified defined contribution plan in the United States and/or registered deferred profit sharing plan in Canada sponsored and funded by the Company, a Subsidiary, or a company for which the Participant worked that was acquired by Sysco or a Subsidiary;

(ii) the monthly benefit for the life of the Participant with ten (10) years certain that can be provided on an Actuarially Equivalent Basis with the vested accrued benefit of the Participant from the Pension Plan and any other qualified defined benefit plan in the United States and/or registered pension plan in Canada sponsored and funded by the Company, a Subsidiary, or a company for which the Participant worked that was acquired by Sysco or a Subsidiary; and

(iii) the Primary Social Security Benefit available to the Participant and/or the benefit available to the Participant under the Canadian Pension Plan (the government sponsored plan comparable to the federal Social Security System) using the same or similar assumptions used to determine the Primary Social Security Benefit.

In determining the amount of the offset resulting from a Participant’s vested benefit and/or vested accrued benefit, only the benefit derived from contributions of the Company, a Subsidiary, or a company for which the Participant worked that was acquired by Sysco or a Subsidiary, exclusive of any salary deferral contributions, is to be used, and any prior distribution from a Participant’s vested benefit and/or vested accrued benefit, including but not limited to an in-service withdrawal or a qualified domestic relations order distribution, together with interest calculated using the greater of (x) the interest rate used for Pension Plan funding purposes for the most recently completed valuation of the Pension Plan, or (y) the interest rate used for determining Actuarial Equivalence hereunder, shall be added back. In determining the offset described in Section 4.1(a)(i), the Participant’s account balance in such plan (exclusive of any salary deferral contributions) as of the end of the month prior to the month during which the Participant’s distribution event hereunder occurs, together, in the case of a Participant who has not met the Early

Payment Criteria at the time his distribution event occurs, with interest calculated using the greater of (x) the interest rate used for Pension Plan funding purposes for the most recently completed valuation of the Pension Plan, or (y) the interest rate used for determining Actuarial Equivalence hereunder, shall be used. The vested benefit and/or vested accrued benefit is to be computed as if the benefits shall commence as of the later of the date of benefit commencement under the Plan or the date a retirement benefit is first payable to the Participant under the applicable plans without regard to the actual election made by the Participant under any given plan.

(b) With respect to Plan Years ending after July 2, 2005, the provisions of Section 4.1(a) shall continue to apply, except that (i) the offsets described in subsections (a)(i), (a)(ii), and (a)(iii) thereof shall be applied to a Participant’s Final Average Compensation after the application to such Final Average Compensation of (A) the reduction factor for years of Credited Service less than twenty (20) and (B) the Participant’s vesting percentage, as determined under Article III, and (ii) the amount calculated pursuant to the foregoing provisions of this Section 4.1(b) shall in no event exceed the product of (A) $166,667 (which amount shall be adjusted, with respect to the distribution events described in Section 4.1(a) that occur during Plan Years beginning after July 3, 2005, in accordance with the percentage increase, if any, in the Consumer Price Index for All Urban Consumers (“CPI-U”), as measured from June of the second Plan Year preceding the Plan Year during which such distribution event occurred to June of the Plan Year immediately preceding the Plan Year during which such distribution event occurred) and (B) the Participant’s vesting percentage, as determined under Article III.

(c) Notwithstanding the foregoing provisions of this Section 4.1, the benefit ultimately received under the Plan by a Protected Participant shall be no less than the Participant’s Protected Benefit (with vesting determined under the provisions of Section 3.1(a)).

4.2 Time of Payment.

(a) Except as provided in (b) and (c) below, the monthly retirement benefit shall begin on the first day of the month coincident with or next following the Participant’s sixty-fifth (65th) birthday or actual Retirement, whichever is later, if he survives to the applicable date.

(b) With respect to a Participant who satisfies the Early Payment Criteria set forth below in either of clauses (i) or (ii), the monthly retirement benefit shall begin as soon as administratively feasible following the first day of the month next following the Participant’s actual Retirement, if he survives to the applicable date.

(i) A Participant shall satisfy the “Early Payment Criteria” if the Participant has (A) attained age sixty (60), but has not yet attained age sixty-five (65), (B) been a Participant in the

Management Incentive Plan for ten (10) years, and (C) had at least twenty (20) years of Credited Service prior to his actual Retirement, excluding Credited Service before the later of his first date of hire by the Company or the date of acquisition by SYSCO or a Subsidiary of the company for which the Participant then worked.

(ii) For Plan Years ending after July 2, 2005, a Participant shall satisfy the “Early Payment Criteria” (without regard to whether he has satisfied clause (i) above) if the Participant has attained age fifty-five (55) and has been a Participant in the Management Incentive Plan for at least fifteen (15) years; provided, however, that this Section 4.2(b)(ii) shall not apply with respect to the distribution of a Protected Benefit.

Notwithstanding the foregoing provisions of this Section 4.2(b), a Participant who is terminated as a result of a Disability shall not receive additional Credited Service or be credited with additional years of Management Incentive Plan participation with respect to such period of termination for purposes of this Section 4.2(b) (without regard to whether such Disability continues during such period).

(c) Notwithstanding any provision of this Section 4.2 to the contrary, if distributions of retirement benefits hereunder to a Participant who is a Specified Employee result from such Participant’s Separation from Service, such distributions shall not commence earlier than the date that is six (6) months after the date of such Participant’s Separation from Service if such earlier commencement would result in the imposition of tax under Section 409A. If distributions to a Participant are delayed because of the six-month distribution delay described in the immediately preceding sentence, such distributions shall commence as soon as administratively feasible following the end of such six-month period, and the aggregate amount of any payments that were delayed because of such six (6) month distribution delay, together with interest on such delayed payments (calculated using the interest rate used for determining Actuarial Equivalence hereunder), shall be paid to the Participant as soon as administratively feasible following the end of such six (6) month period.

4.3 Form of Payment. For a Participant who is not married at benefit commencement, the form of benefit payment shall be a life only monthly annuity with a period of ten (10) years guaranteed, in an amount calculated in accordance with Section 4.1. For a Participant who is married at benefit commencement, the form of benefit payment shall be a joint and two-thirds survivor monthly annuity with a ten (10) year certain guarantee, in an amount that is the Actuarial Equivalent of the amount calculated in accordance with Section 4.1, whereby a reduced monthly amount is payable for the joint lives of the Participant and his spouse, and a monthly annuity shall continue for the life of the survivor in an amount that equals two-thirds of the monthly amount provided during their joint lives. Notwithstanding the above, during the first ten (10) years of monthly annuity payments, there shall be no reduction in the amount of such payments regardless of the death of either or both the Participant and his Spouse.

4.4 Temporary Social Security Supplement.

(a) Notwithstanding anything in the Plan to the contrary, with respect to Plan Years ending prior to July 3, 2005, the monthly retirement benefit of a Participant who retires on or after his sixtieth (60^th) birthday but before attainment of age sixty-two (62) and who has met the Early Payment Criteria set forth in Section 4.2(b) shall be calculated in accordance with Section 4.1, including the offset of the age sixty-two (62) Primary Social Security Benefit pursuant to Section 4.1(a)(iii). The monthly benefit payment shall be modified, however, by the Company paying to the Participant each month, in addition to the benefit calculated pursuant to Section 4.1, an amount equal to such Participant’s projected monthly age sixty-two (62) Primary Social Security Benefit, through and including the month in which the Participant’s sixty-second (62^nd) birthday or earlier death occurs, but not thereafter.

(b) With respect to Plan Years ending after July 2, 2005, the provisions of Section 4.4(a) shall apply, except that the reference in Section 4.4(a) to “sixtieth (60^th) birthday” shall be replaced with “fifty-fifth (55^th) birthday.”

4.5 Beneficiary for the Ten-Year Certain Payment. If a Participant who receives a life annuity with ten (10) years certain dies prior to completing the ten (10) years certain period, the Beneficiary named by him under Article V for any death benefit that may be payable under that Article shall receive the remaining payments to be made under that annuity form after the Participant’s death. If both a Participant and the Participant’s spouse, who receive the joint and two-thirds survivor annuity with ten (10) year certain die prior to completing the ten (10) years certain period, the Beneficiary named under Article V shall receive the remaining payments to be made under that annuity form after the Participant’s and the Participant’s spouse’s death. Even though a Participant with a frozen Accrued Benefit cannot receive a death benefit under Article V, a Beneficiary designation completed in accordance with Section 5.6, before or after a Participant’s participation is frozen, shall be effective for the purpose of awarding the remaining payments under the ten (10) year certain period.

ARTICLE V

DEATH BENEFIT

5.1 Death Prior to Participant Attaining Age 55/60.

(a) With respect to Plan Years that end prior to July 3, 2005, if a Participant’s participation in this Plan is not then frozen and he dies prior to attaining age sixty (60) either (i) while in the employ of the Company or (ii) within four (4) years after a Change of Control, whether he is still employed by the Company or not, the Participant’s designated Beneficiary shall be entitled to receive annually, for a period of ten (10) years, an amount which is equal to 25% of the average annual Eligible Earnings of the Participant for the last three (3) full Plan Years prior to his death or termination, whichever is earlier. Payment of this benefit shall commence within ninety (90) days after the date of the Participant’s death.

(b) With respect to Plan Years that end after July 2, 2005, the provisions of Section 5.1(a) shall apply, except that the reference in Section 5.1(a) to “age sixty (60)” shall be replaced with “age fifty-five (55).”

5.2 Death at or After Participant Attains Age 55/60 While Still Employed or After a Change of Control that Occurs While He Is Employed.

(a) The provisions of this Section 5.2(a) shall apply with respect to Plan Years that end prior to July 3, 2005.

(i) If a Participant’s participation in this Plan is not then frozen and he dies at or after age sixty (60) either (x) while in the employ of the Company or (y) within four (4) years after a Change of Control that occurs while he is employed, whether or not he is still employed by the Company at the date of death:

(A) if the Participant is married at the time of death, the Participant’s designated Beneficiary shall be entitled to receive a monthly annuity for life with a period of ten (10) years certain that can be provided on an Actuarially Equivalent Basis by the greater of (I) the commuted lump-sum value of the benefit which would be payable to the Participant if he had retired and could have begun receiving his retirement benefit under Article IV, using the applicable vesting percentage under Article III as of his date of death, but, except as provided in (ii) below, reducing the benefit by five-ninths (5/9ths) of 1% for each full calendar month by which the first payment precedes the month in which the Participant would have attained age sixty-five (65) so as to discount it for its earlier payment, or (II) the commuted lump-sum value of the benefit the Participant’s designated Beneficiary would have received under Section 5.1 assuming the Participant qualified for it without regard to his age; or

(B) if the Participant is single at the time of death, the Participant’s designated Beneficiary shall be entitled to receive a lump-sum payment which is the Actuarial Equivalent of the greater of (I) the commuted lump-sum value of the benefit which would be payable to the Participant if he had retired and could have begun receiving his retirement benefit under Article IV, using the applicable vesting percentage under Article III as of his date of death, but, except as provided in (ii) below, reducing the benefit by five-ninths (5/9ths) of 1% for each full calendar month by which the lump-sum payment precedes the month in which the Participant would have attained age sixty-five (65) so as to discount it for its earlier payment, or (II) the commuted lump-sum value of the benefit the Participant’s designated Beneficiary would have received under Section 5.1, assuming the Participant qualified for it without regard to his age.

(ii) Notwithstanding the provisions of Sections 5.2(a)(i)(A) and 5.2(a)(i)(B) above, if on the date of the Participant’s death, the Participant would have met the Early Payment Criteria set forth in Section 4.2(b), which would entitle him to receive a monthly retirement benefit prior to his

attaining age sixty-five (65) had he retired on the date of his death, the benefit such Participant’s designated Beneficiary would be entitled to under Section 5.2(a)(i)(A)(I) or 5.2(a)(i)(B)(I) above shall not be reduced by five-ninths of 1% for each full calendar month by which the payment(s) precede the month in which the Participant would have attained age sixty-five (65).

The benefit provided under this Section 5.2(a) shall be paid or payments shall commence, as applicable, within ninety (90) days after the date of the Participant’s death.

(b) With respect to Plan Years that end after July 2, 2005, the provisions of Section 5.2(a) shall apply, except that the reference in Section 5.2(a) to “age sixty (60)” shall be replaced with “age fifty-five (55).”

5.3 Death After Vested Termination but Prior to Commencement of Retirement Benefits.

(a) The provisions of this Section 5.3(a) shall apply with respect to Plan Years that end prior to July 3, 2005. If (w) a Participant’s participation in the Plan is not then frozen, (x) he dies after terminating employment on or after age sixty (60) for age or Disability, (y) death occurs prior to benefit commencement, and (z) no Change of Control occurred while he was still employed and within the four (4) year period ending on the date of his death:

(i) If the Participant is married at the time of death, the Participant’s designated Beneficiary shall be entitled to receive a monthly annuity equal to the annuity such Beneficiary would have received (including the initial ten (10) year certain guarantee) if the Participant had begun receiving a retirement benefit under Article IV as of the date of the Participant’s death (as if the Participant could have begun receiving the Participant’s benefit as of that date) and then died immediately thereafter. In calculating the Participant’s hypothetical retirement benefit for this purpose, the Participant’s vested percentage as of the Participant’s date of termination shall be used, and the Participant’s benefit shall be reduced for early commencement by five-ninths (5/9ths) of 1% for each full calendar month by which the first payment precedes the month in which the Participant would have attained age sixty-five (65); or

(ii) If the Participant is single at the time of death, the Participant’s designated Beneficiary shall be entitled to receive a lump-sum payment which is the Actuarial Equivalent of the ten (10) year certain guarantee payment that the Beneficiary would have received if the Participant had begun receiving a retirement benefit under Article IV as of the Participant’s date of death (as if the Participant could have begun receiving the Participant’s benefit as of that date) and then died immediately thereafter. In calculating the Participant’s hypothetical retirement benefit for this purpose the Participant’s vested percentage as of the Participant’s date of termination shall be used and the Participant’s benefit shall be reduced for early commencement by five-ninths (5/9ths) of 1% for each full calendar month by which the lump-sum payment precedes the month in which the Participant would have attained age sixty-five (65).

(iii) Notwithstanding the provisions of Sections 5.3(a)(i) and 5.3(a)(ii) above, with respect to a Participant who terminates employment on or after age sixty (60) for Disability and who would have met the Early Payment Criteria set forth in Section 4.2(b) at the time of such termination, which would entitle him to receive a monthly retirement benefit prior to his attaining age sixty-five (65) had he retired on the date of his death, the benefit such Participant’s designated Beneficiary would be entitled to under Section 5.3(a)(i) or 5.3(a)(ii) above shall not be reduced by five-ninths of 1% for each full calendar month by which the payment(s) precede the month in which the Participant would have attained age sixty-five (65).

The benefit provided under this Section 5.3(a) shall be paid or payments shall commence, as applicable, ninety (90) days after the date of the Participant’s death.

(b) With respect to Plan Years that end after July 2, 2005, the provisions of Section 5.3(a) shall apply, except that the reference in Section 5.3(a) to “age sixty (60)” shall be replaced with “age fifty-five (55).”

5.4 Death Prior to Commencement of Retirement Benefits Under Early Payment Criteria or After Commencement of Retirement Benefits. Upon the death of a Participant (a) after Retirement pursuant to Section 4.2(b) (satisfaction of the Early Payment Criteria), but prior to commencement of his monthly benefits thereunder, or (b) after benefit commencement, there is no death benefit other than the benefits due under the form of payment applicable to the Participant.

5.5 Death While Participation is Frozen. The death of a Participant whose participation in the Plan was frozen at the time of his death has the following consequences under the Plan:

(a) The provisions of this Section 5.5(a) shall apply with respect to Plan Years that end prior to July 3, 2005.

(i) If such Participant dies after age sixty (60) but prior to age sixty-five (65) and also prior to having met the Early Payment Criteria of Section 4.2(b), there shall be no death benefit.

(ii) If such Participant dies after Retirement but before commencement of benefits, there shall be no death benefit.

(iii) If such Participant dies after commencement of benefits there shall be no death benefit other than the benefits due under the form of payment applicable to such Participant.

(iv) If such Participant dies while actively employed either (x) after age sixty-five (65) or (y) after having met the Early Payment Criteria of Section 4.2(b), the following death benefits shall apply:

(A) If the Participant is married at the time of death, the Participant’s designated Beneficiary shall be entitled to receive a monthly annuity equal to the annuity the Beneficiary would have received (including the initial ten (10) year certain guarantee) had the Participant retired on the Participant’s date of death, begun receiving a retirement benefit under Article IV, and then died immediately thereafter; or

(B) If the Participant is single at the time of death, the Participant’s designated Beneficiary shall be entitled to receive the ten (10) year certain guarantee payments that such Beneficiary would have received had the Participant retired on the Participant’s date of death, begun receiving a retirement benefit under Article IV, and then died immediately thereafter.

(b) With respect to Plan Years that end after July 2, 2005, the provisions of Section 5.5(a) shall apply, except that the reference in Section 5.5(a) to “age sixty (60)” shall be replaced with “age fifty-five (55).”

5.6 Beneficiary Designation.

(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 this Article V shall be payable in the event of the Participant’s death. The 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. In the case of a married Participant, any Beneficiary designation which designates any person or entity other than the Participant’s spouse must be consented to by the spouse in writing in a form acceptable to the Committee in order to be effective.

(b) Upon the 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 Section 5.6(a). If the Participant does not designate one or more Beneficiaries to receive the remaining period certain payments upon the commencement of benefits, 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; provided, however, that a spouse of a Participant who is receiving the survivor annuity provided under Section 4.3 may change the Beneficiaries designated by the Participant if all such Beneficiaries have predeceased the Participant or otherwise cease to exist.

(c) If there is no valid designation of Beneficiary 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 otherwise cease to exist, the Beneficiary shall be the Participant’s spouse, if the spouse survives the Participant, or otherwise the Participant’s estate. A Beneficiary must survive the Participant by thirty (30) days in order to be considered to be living on the date of the Participant’s death. If any Beneficiary survives the Participant but dies or otherwise ceases to exist before receiving all payments due under Article IV or this Article V, 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 to the Participant’s estate in the case of a Beneficiary which is not an individual.

ARTICLE VI

PROVISIONS RELATING TO ALL BENEFITS

6.1 Effect of This Article. The provisions of this Article shall control over all other provisions of this Plan.

6.2 Termination of Employment. Termination of employment for any reason prior to the Participant’s vesting under Article III or Article V, if applicable, shall cause the Participant and all Beneficiaries holding under the Participant to forfeit all interest in and under this Plan.

6.3 Limitation on Benefits Applicable to Each Participant Whose Participation is Frozen. The benefit provided under Article IV of this Plan is limited in amount, in the case of each Participant whose participation in this Plan is frozen at the time he becomes entitled to the benefit, so that the benefit shall not exceed the Participant’s frozen Accrued Benefit, if the frozen Accrued Benefit is less than the benefit that would otherwise be provided without this limitation.

6.4 No Duplication of Benefits. It is not intended that there be any duplication of benefits. Therefore, if a Participant has met the requirements of Article IV and has survived to the age specified under such Article or, if later, actual Retirement, then the Participant, his spouse, and/or his Beneficiary shall only receive a benefit under that Article. If a Participant dies before attaining the age specified in Article IV or, if later, actual Retirement, the Participant’s Beneficiary shall only receive a benefit if the Beneficiary qualifies for one under Article V. But, in no event shall a Participant, a Participant’s spouse, and/or Beneficiary qualify for a benefit under both of Articles IV and V.

6.5 Forfeiture for Cause. If the Committee finds, after full consideration of the facts presented on behalf of both the Company and a former Participant, that the Participant was discharged by the Company for fraud, embezzlement, theft, commission of a felony, proven dishonesty in the course of his employment by the Company which damaged the Company, or for disclosing trade secrets of the

Company, the entire benefit accrued for the benefit of the Participant and/or his Beneficiaries shall be forfeited even though it may have been previously vested under Article III or V. The decision of the Committee as to the cause of a former Participant’s discharge and the damage done to the Company shall be final. No decision of the Committee shall affect the finality of the discharge of the Participant by the Company in any manner. Notwithstanding the foregoing, the forfeiture created by this Section shall not apply to a Participant or former Participant 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 unless an arbitrator selected to review the Committee’s findings agrees with the Committee’s determination to apply the forfeiture. The arbitrator shall be selected by permitting each of the Company and the Participant to strike one name each from a panel of three (3) names obtained from the American Arbitration Association. The person whose name is remaining shall be the arbitrator.

6.6 Forfeiture for Competition.

(a) General Noncompetition Provisions. 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 the Company and the Participant, that the Participant has engaged in any of the conduct set forth below in paragraphs (i), (ii), or (iii) of this Section 6.6(a), 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 Article III or V; provided, however, that this Section 6.6(a) shall not apply to any Participant whose termination of employment from the Company occurs 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 Control occurs.

(i) At any time within five (5) years after his termination of employment from the Company, and without written consent of the Sysco’s Chief Executive Officer or General Counsel, Participant 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 the Company by which he was formerly employed in a trade area served by the Company at the time distributions are being made or to be made and in which the Participant had represented the Company while employed by it; and the Participant continues to be so engaged sixty (60) days after written notice has been given to him by or on behalf of the Company.

(ii) At any time within five (5) years after his termination of employment from the Company, Participant makes any disparaging comments or accusations detrimental to the reputation, business, or business relationships of SYSCO (as reasonably determined by the Company), 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 the Company.

(iii) Participant (A) fails to return to the Company, immediately upon request, any and all trade secrets or confidential information or any portion thereof and all materials relating thereto in his possession, or (B) at any time within five (5) years after his termination of employment from the Company, 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 Company trade secrets or confidential information or any portion thereof or any materials relating thereto.

(b) Individual Agreements Regarding Noncompetition. Notwithstanding anything in Section 6.6(a) to the contrary, Sysco, in its sole discretion, may require a Participant to enter into a noncompetition agreement, the noncompetition covenants of which shall be substantially in the form attached hereto as Exhibit A or B (as applicable to the Participant’s employment with Sysco or a Subsidiary) upon his termination of employment with the Company. If Sysco requires such an individual noncompetition agreement, the Participant’s execution of such agreement shall be a precondition to the receipt of benefits hereunder, and the terms of such agreement shall supersede any inconsistent provisions of Section 6.6(a). Sysco shall have sixty (60) days following a Participant’s termination of employment with the Company to present such Participant with a noncompetition agreement. Within sixty (60) days following Sysco’s presentation of such agreement to the Participant, the Participant shall execute and return such agreement to Sysco’s General Counsel. If the Participant fails to execute and return such agreement to Sysco’s General Counsel within such sixty (60) day period, the entire benefit remaining to be paid to the Participant and/or his Beneficiaries after the end of such sixty (60) day period shall be forfeited, even though it may have been previously vested under Article III or V.

6.7 Restrictions on any Portion of Total Payments Determined to be Excess Parachute Payments. In the event that 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 regulations thereunder) of Sysco or the termination of his employment by the Company would not be deductible, whether in whole or in part, by the Company or any Affiliate, as a result of Section 280G of the Code, the benefits payable under this Plan shall first 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 zero. The reduction in benefits payable under this Plan shall be determined by reducing the percentage in which the Participant is vested in his Accrued Benefit. If any further reduction is necessary, the benefits payable under the Sysco Corporation Executive Deferred Compensation Plan shall then be reduced under the terms of that Plan. 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 shall be taken into account, (b) no portion of the Total Payments which tax counsel, selected by the Company’s independent auditors and acceptable to the Participant, determines not to constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code shall be taken into account, (c) no portion of the Total Payments which tax counsel, selected by the Company’s independent auditors and acceptable to the Participant, determines to be reasonable compensation for services rendered within the meaning of Section 280G(b)(4) of the Code shall be taken into account,

(c) no portion of the Total Payments which tax counsel, selected by the Company’s independent auditors and acceptable to the Participant, determines to be reasonable compensation for services rendered within the meaning of Section 280G(b)(4) of the Code shall be taken into account, and (d) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined by the Company’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 and Stock Option Committee of the Board of Directors, may, within its sole discretion and pursuant to an agreement approved by the Compensation and Stock Option Committee, waive application of this Section 6.7, when it determines that specific situations warrant such action.

6.8 Benefits upon Re-Employment. If a former Participant who is receiving benefit payments under this Plan is re-employed by the Company, the payment of the benefit shall continue during his period of re-employment. The re-employed former Participant’s benefit shall not be changed as a result of his re-employment.

6.9 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 (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 of timing of payment of a benefit affected by a Change of Control shall be governed by Section 7.3(d)(1). 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 6.9 shall be a mandatory precondition to commencement of a legal or equitable action in connection with the Plan by a person claiming rights under the Plan or by another person claiming rights through such a person. The Committee may, in its sole discretion, waive the procedures described in this Section 6.9 as a mandatory precondition to such an action.

(e) Time for Filing Legal or Equitable Action. Any legal or equitable action filed in connection with the Plan by a person claiming rights under the Plan or by another person claiming rights through such a person must commence not later than two (2) years following the earlier of the Participant’s death, Disability, Retirement, or termination of employment.

ARTICLE VII

ADMINISTRATION

7.1 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.

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

7.3 Powers of the Committee. The Committee shall have the exclusive responsibility for the general administration of this Plan according to the terms and provisions of this Plan 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;

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

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

(d) subject to Section 6.5, to determine all controversies relating to the administration of this Plan, including but not limited to:

(i) differences of opinion arising between the Company and a Participant in accordance with Section 6.9, 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 judicial action; and

(ii) any question it deems advisable to determine in order to promote the uniform administration of this Plan 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.

7.4 Committee Discretion. The Committee in exercising any power or authority granted under this Plan or in making any determination under this Plan shall perform or refrain from performing those acts using its sole discretion and judgment. Any decision made by the Committee or any refraining to act or any act taken by the Committee in good faith shall be final and binding on all parties, subject to the provisions of Section 6.9. The Committee’s decision shall never be subject to de novo review. Notwithstanding the foregoing, the Committee’s decisions, refraining to act or acting is to be subject to judicial review for those incidents occurring during the Plan Year in which a Change of Control occurs and during the next three (3) succeeding Plan Years.

7.5 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.

any action or conduct relating to the administration of the Plan, except claims arising from gross negligence, willful neglect or willful misconduct.

ARTICLE VIII

ADOPTION BY SUBSIDIARIES

8.1 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.

8.2 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.

ARTICLE IX

AMENDMENT AND/OR TERMINATION

9.1 Amendment or Termination of the Plan. The Board of Directors, the Committee, or their designees, may amend this Plan at any time by an instrument in writing without the consent of any adopting Company; provided, however, that authority to terminate this Plan or to make any Plan amendment 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 during the two (2) years following a Change of Control.

9.2 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 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 Vested Accrued Benefit. For purposes of determining the vesting percentage and time of payment of a Participant’s Accrued Benefit with respect to a Plan amendment, on and after the effective date of such amendment, a Participant shall continue to be awarded (i) Credited Service until such Participant’s Separation from Service with the Company, and (ii) years of Management Incentive Plan participation until such Participant is no longer a Management Incentive Plan participant, for purposes of vesting under Article III and the Early Payment Criteria under Section 4.2(b); provided, however, that such Participant shall not continue to be awarded Credited Service for benefit accrual purposes under Section 4.1 on or after the effective date of such amendment.

(c) Rule for Prospective Accruals. Notwithstanding the provisions of this Section 9.2, the Board of Directors retains the right at any time to change in any manner or to discontinue the death benefit provided in Article V and/or the additional awarding of Credited Service for vesting purposes after termination for Disability, 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 those persons who at that time were covered by the additional Credited Service for vesting for Disability, and to change in any manner the retirement benefit provided in Article IV, but only as to accruals after the date of the amendment.

9.3 Effect of Termination. Upon termination of the Plan, the following provisions of this Section 9.3 shall apply:

(a) No new death benefit shall be provided with respect to Participants who die on or after the effective date of the Plan’s termination, and no further retirement benefits shall accrue, to the extent that such retirement benefits relate to Eligible Earnings or Credited Service earned on or after the effective 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 under Section 1.409A-1(c) of the Treasury Regulations if the Participant participated in such arrangements are terminated;

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

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

(iv) The Company does not adopt a new deferred compensation arrangement at any time within five (5) 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 if the Participant participated in this Plan and the new arrangement.

(c) Except as otherwise provided in Section 9.3(a) and 9.3(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 IX, and (iv) the forfeiture provisions of Sections 6.5 and 6.6, and the restrictions set forth in Section 6.7 shall continue in effect.

ARTICLE X

FUNDING

10.1 Payments Under This Plan are the Obligation of the Company. The Company shall pay the benefits due the Participants under this Plan; however, should it fail to do so when a benefit is due, 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. 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.

10.2 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, 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. 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 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 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 must specifically set out these principles so it is clear in

that trust agreement that the Participants in this Plan are only unsecured general creditors of the Company in relation to their benefits under this Plan.

10.3 Reversion of Excess Assets. Any adopting 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 Accrued Benefit assuming the 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 this Plan. 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 Accrued Benefits of all Participants and Beneficiaries 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 Accrued Benefits. Each Company’s share of the excess assets shall be the Participants’ present value of the Accrued Benefit earned while in the employ of that Company as compared to the total of the present value of the Accrued Benefits earned by all Participants under the Plan times the excess assets. For this purpose, the present value of the Accrued Benefit 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.

10.4 Participants Must Rely Only on General Credit of the Company. It is also specifically recognized by both the Company and the Participants that this Plan is only a general corporate commitment, and that each Participant must rely upon the general credit of the Company for the fulfillment of its obligations under this Plan. Under all circumstances, the rights of Participants to any asset held by the Company shall be no greater than the rights expressed in this Plan. Nothing contained in this Plan shall constitute a guarantee by the Company that the assets of the Company will be sufficient to pay any benefits under this Plan or would place the Participant in a secured position ahead of general creditors of the Company. Though the Company may establish or become a signatory to a Rabbi Trust, as indicated in Section 10.1, to accumulate assets to fulfill its obligations, the Plan and any such trust shall not create any lien, claim, encumbrance, right, title, or other interest of any kind in any Participant in any asset held by the Company, contributed to any such trust or otherwise designated to be used for payment of any of its obligations created in this Plan. No policy or other specific asset of the Company has been or will be set aside, or will in any way be transferred to the trust or will be pledged in any way for the performance of the Company’s obligations under this Plan which would remove the policy or asset from being subject to the general creditors of the Company.

10.5 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.

ARTICLE XI

MISCELLANEOUS

11.1 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. It shall also calculate the deductions from the amount of the benefit paid under this Plan for any taxes required to be withheld by federal, state or local government and shall cause them to be withheld.

11.2 Limitation of Rights. Nothing in this Plan shall be construed:

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

(b) to limit in any way the right of the Company to terminate a Participant’s employment with the Company at any time;

(c) to evidence any agreement or understanding, expressed or implied, that the Company 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 other than that of any unsecured general creditor of the Company.

11.3 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.

11.4 Nonalienation of Benefits. No right or benefit provided in this Plan shall be transferable by the Participant except, upon his death, to a named Beneficiary as provided in this Plan. No right or benefit under this Plan shall be subject to anticipation, alienation, sale, assignment, pledge, encumbrance or charge, and any attempt to anticipate, alienate, sell, assign, pledge, encumber, or charge the same shall be void. No right or benefit under this Plan shall in any manner be liable for or subject to any debts, contracts, liabilities or torts of the person entitled to such benefits. 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, that right or benefit shall, in the discretion of the Committee, cease. 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 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.

11.5 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. 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 shall be deemed to have been taken in good faith.

11.6 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 whose participation has become frozen 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 Accrued Benefit as then fixed without their consent.

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

11.8 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.

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

11.10 Governing Law. The Plan shall be construed, administered and governed in all respects by the laws of the State of Texas.

11.11 Effective Date. This Plan was originally operative and effective on July 3, 1988. The provisions of this restatement are effective as of January 1, 2005, except as otherwise provided herein.

11.12 Compliance with Section 409A.

(a) Interpretation. 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.

(b) Amendment for Compliance with Section 409A. As of the date the Plan is adopted, final Treasury Regulations have not been issued under Section 409A. It is Sysco’s intention that, to the extent that (i) any terms of the Plan conflict with Section 409A, or (ii) Section 409A would require alternate or additional Plan provisions in order for the Plan to comply with the requirements of Section 409A, the Plan shall be amended in a manner that complies with the requirements of Section 409A. To that end, once such final Treasury Regulations are issued, Sysco shall conform the Plan to the requirements of Section 409A and the final Treasury Regulations and other interpretive authority promulgated thereunder.

IN WITNESS WHEREOF, the Company has executed this document on this 29^th day of December, 2005.


		SYSCO CORPORATION

		By:		/S/ JOHN STUBBLEFIELD

		Name:		John Stubblefield
		Title:		Executive Vice President

Exhibit A
Non-Competition Agreement Covenants
Subsidiary Employee

X. Non-Competition.

(a) Definitions.

(x) “Competing Business” shall mean any person or entity that engages in a commercial business that is the same or substantially similar to [SUBSIDIARY]’s Business, and only that portion of the business that is in competition with [SUBSIDIARY]’s Business.

(x) “Confidential Information” shall mean all information, other than Trade Secrets (as defined in Section X(a)(x) below), of SYSCO, [SUBSIDIARY], and/or its or their affiliates that: (A) is used, or is developed to be used, in the business of, results from the research or development activities of, or is provided by a customer or supplier of, SYSCO, [SUBSIDIARY], and/or its or their affiliates; (B) is private or confidential in that the information is not generally known or is available to the public; and (C) gives SYSCO, [SUBSIDIARY], and/or its or their affiliates, customers or suppliers an opportunity to obtain an advantage over competitors who do not know or use such information. Notwithstanding the foregoing, Confidential Information shall not include any information that Executive proves: (A) was known or independently developed by Executive prior to the time of receipt from SYSCO, [SUBSIDIARY], and/or its or their affiliates, as long as such information was not acquired, either directly or indirectly, from any of these entities; (B) is or becomes publicly known through no direct or indirect act, fault or omission of Executive; (C) is or becomes part of the public domain through no direct or indirect act, fault or omission of Executive; or (d) was received by Executive from a third party having the legal right to transmit the same without restriction as to use and disclosure, and such receipt was not in connection with any business relationship or prospective business relationship with SYSCO and/or [SUBSIDIARY]; provided, however, that a combination of features shall not be deemed to be within the foregoing exceptions merely because individual features are in the public domain or otherwise are within such exceptions, as previously described, unless the combination itself is in the public domain or otherwise is entirely within any one such exception.

(x) “Customer” shall mean those actual or prospective customers of [SUBSIDIARY] with whom Executive had contact on behalf of [SUBSIDIARY] or SYSCO at any time during the two (2) years immediately preceding the Termination Date.

(x) “[SUBSIDIARY]’s Business” shall mean [description of SUBSIDIARY’s business] by [SUBSIDIARY] as of the date of Executive’s execution of this Agreement. Executive acknowledges and agrees that, by virtue of Executive’s specific responsibilities for [SUBSIDIARY], Executive fully understands the identity of all products [sold/distributed] by [SUBSIDIARY] and the customers served by [SUBSIDIARY] at the time of execution of this Agreement.

(x) “SERP” shall mean the Sysco Corporation Supplemental Executive Retirement Plan, as amended from time to time.

(x) “Termination Date” shall mean [Date].

(x) “Territory of [SUBSIDIARY]” shall mean all of the counties wherein [SUBSIDIARY] maintains a place of business in the locations identified on [[SUBSIDIARY]’s website (www.[address])]/[the attached Appendix A1] and all of the counties in which [SUBSIDIARY] presently serves its customers as of the date of Executive’s execution of this Agreement. As of the date of Executive’s execution of this Agreement, Executive moreover represents and warrants that he fully and completely understands the locations subsumed within the Territory of [SUBSIDIARY], either by virtue of his general and longstanding knowledge of the operations of [SUBSIDIARY], the information provided to him in his

capacity as a [type of officer] officer of [SUBSIDIARY] and/or the information made available to the public by [SUBSIDIARY], whether via the Internet or otherwise. Furthermore, as a [type of officer] officer of [SUBSIDIARY], Executive personally has been responsible for [distributing/selling and/or actively directing the distribution/sale of products] to all locations within the Territory of [SUBSIDIARY].

(x) “Trade Secrets” shall mean any and all information of SYSCO, [SUBSIDIARY], or any of its or their affiliates, licensors, suppliers or customers, or prospective licensors, suppliers or customers that is not commonly known by or available to the public and which: (A) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (B) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. Trade Secrets include, without limitation, technical or nontechnical data, formulas, patterns, compilations, programs, devices, methods, techniques, drawings, processes, financial data, financial plans, product plans, and a list of actual or potential customers or suppliers.

(b) Covenants Provided by Executive. As part of the inducement to [SUBSIDIARY] and SYSCO to enter into this Agreement, and in exchange for the good and valuable consideration provided to Executive pursuant to this Agreement, Executive hereby covenants and agrees as follows:

(1) From the date of Executive’s execution of this Agreement until the date that is two (2) years following the Termination Date, Executive will not, either directly or indirectly, for his own account or on behalf of any Competing Business, solicit suppliers whom Executive contacted on behalf of [SUBSIDIARY] or SYSCO during the twelve (12) months prior to the Termination Date, to the extent that such solicitation in any way involves the use or disclosure of any Trade Secrets, Confidential Information, and/or other proprietary knowledge acquired during Executive’s employment with [SUBSIDIARY].

(2) From the date of Executive’s execution of this Agreement until the date that is two (2) years following the Termination Date, Executive will not, either directly or indirectly, for his own account or on behalf of any Competing Business, and within the Territory of [SUBSIDIARY], perform any of the individual duties that are the same or substantially similar to the individual duties that Executive performed for [SUBSIDIARY] during the twelve (12) months prior to the Termination Date.

(3) From the date of Executive’s execution of this Agreement until the date that is two (2) years following the Termination Date, Executive will not, either directly or indirectly, in competition with [SUBSIDIARY]’s Business, solicit, entice or recruit for a Competing Business, attempt to solicit, entice or recruit for a Competing Business, or attempt to divert or appropriate to a Competing Business, any Customer.

(4) From the date of Executive’s execution of this Agreement until the date that is two (2) years following the Termination Date, Executive will not, either directly or indirectly, solicit, entice, encourage, or recruit any employee of [SUBSIDIARY] or any employee of SYSCO or any operating company of SYSCO to leave such position to join a Competing Business.

(5) From the date of Executive’s execution of this Agreement until the date that is two (2) years following the Termination Date, Executive shall not make any disparaging comments or accusations detrimental to the reputation, business, or business relationships of [SUBSIDIARY] or SYSCO; provided, that Executive may cure a violation of this provision by retracting any such comments or accusations within sixty (60) days after written notice demanding such retraction has been provided to him by or on behalf of the Company. In the event that Executive becomes legally compelled to disclose information that may be disparaging to the [SUBSIDIARY] or SYSCO, or detrimental to the business or business relationships of [SUBSIDIARY] or SYSCO, he shall provide SYSCO with prompt notice so that it may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. In the event that such protective order remedy is not obtained, or that SYSCO waives compliance with the provisions of this Agreement, Executive will furnish only such information that he is advised by written opinion of counsel is legally required and will exercise his best efforts to obtain a

protective order or other reliable assurance that confidential treatment will be accorded any Confidential Information.

(6) From the date of Executive’s execution of this Agreement until the date that is two (2) years following the Termination Date, Executive shall not reproduce, distribute, transmit, reverse engineer, decompile, disassemble, transfer, or fail to hold in confidence, directly or indirectly, in any form, by any means, or for any purpose, any Trade Secrets or Confidential Information or any portion thereof and all materials relating thereto. Executive also agrees that he shall return to the Company, immediately upon request, any and all Trade Secrets or Confidential Information or any portion thereof and all materials relating thereto in his possession.

(7) Executive understands that the provisions of this Section [X] have been carefully designed to: (i) restrict Executive’s activities to the minimum extent necessary to protect the customer and/or other business relationships of [SUBSIDIARY] and its parent, subsidiaries and affiliates in a manner that is consistent with law; (ii) account for the fact that Executive’s knowledge of the Confidential Information and Trade Secrets of [SUBSIDIARY] and SYSCO is so extensive as to make it impossible for Executive not to use and benefit from that information if working for a Competing Business; and (iii) protect against the use of the Confidential Information and Trade Secrets of [SUBSIDIARY] and SYSCO by Executive on behalf of a Competing Business, which Executive acknowledges would be unfair and harmful. Executive has carefully considered these restrictions, and Executive confirms that they will not unduly restrict his ability to obtain a livelihood or engage in any lawful trade, profession or business. Executive therefore acknowledges: (i) the reasonableness of the term and scope of the covenants set forth in this Section [X]; (ii) that Executive will not, in any action, suit or other proceeding, deny the reasonableness of, or assert the unreasonableness of, the premises, consideration or scope of the covenants set forth in this Section [X]; (iii) that [SUBSIDIARY] will suffer irreparable loss and damage if Executive should breach or violate any of the covenants set forth in this Section [X]; and (iv) that, in addition to any other remedies available hereunder or by law, [SUBSIDIARY] shall be entitled to a temporary restraining order and/or injunction to prevent any breach or contemplated breach by Executive and by any person or entity to whom Executive provides or proposes to provide any services in violation of any of the covenants contained in this Section [X].

(8) Executive understands that the consideration of benefits under the SERP is being provided in express exchange for the covenants provided by Executive in the foregoing subsections of this Section [X](b). If Executive violates any of such covenants during the stated restricted period, Executive understands and agrees that he shall forfeit the right to receive any future payments of SERP benefits and any other applicable benefits according to the terms of this Agreement and each applicable plan.

(9) The parties hereto expressly consent to a court of competent jurisdiction that meets the forum requirements of Section [X](b)(10) hereof reforming any of the foregoing covenants to the least extent necessary to prevent any such covenant from being unenforceable, and state their preference for such reformation over voiding any such covenant. Each of the foregoing covenants is independent of, and severable from, the others. If any covenant shall be found unenforceable for any reason, such finding will have no effect on the remaining covenants.

(10) In light of the parties’ substantial contacts with the State of Texas and the parties’ interests in ensuring that disputes regarding the interpretation, validity, and enforceability of this Agreement are resolved on a uniform basis, the parties agree that: (i) any litigation involving any noncompliance with or breach of this Agreement, or regarding the interpretation, validity, and/or enforceability of this Agreement, shall be filed and conducted in the state or federal courts in Houston or Harris County, Texas; and (ii) the laws of the State of Texas, without regard to any conflict of law principles, shall govern this Agreement, except to the extent that such laws are pre-empted by any applicable federal law.

Exhibit B
Non-Competition Agreement Covenants
Corporate Employee

X. Non-Competition.

(a) Definitions.

(1) “Competing Business” shall mean any person or entity that engages in a commercial business that is the same or substantially similar to SYSCO’s Business, and only that portion of the business that is in competition with SYSCO’s Business.

(x) “Confidential Information” shall mean all information, other than Trade Secrets (as defined in Section X(a)(x) below), of SYSCO and/or its affiliates that: (A) is used, or is developed to be used, in the business of, results from the research or development activities of, or is provided by an actual or prospective customer or supplier of, SYSCO and/or its affiliates; (B) is private or confidential in that the information is not generally known or is available to the public; and (C) gives SYSCO and/or its affiliates, customers or suppliers an opportunity to obtain an advantage over competitors who do not know or use such information. Notwithstanding the foregoing, Confidential Information shall not include any information that Executive proves: (A) was known or independently developed by Executive prior to the time of receipt from SYSCO and/or its affiliates, as long as such information was not acquired, either directly or indirectly, from any of these entities; (B) is or becomes publicly known through no direct or indirect act, fault or omission of Executive; (C) is or becomes part of the public domain through no direct or indirect act, fault or omission of Executive; or (d) was received by Executive from a third party having the legal right to transmit the same without restriction as to use and disclosure, and such receipt was not in connection with any business relationship or prospective business relationship with SYSCO; provided, however, that a combination of features shall not be deemed to be within the foregoing exceptions merely because individual features are in the public domain or otherwise are within such exceptions, as previously described, unless the combination itself is in the public domain or otherwise is entirely within any one such exception.

(x) “Customer” shall mean those actual or prospective customers of [SYSCO] with whom Executive had contact on behalf of SYSCO at any time during the two (2) years immediately preceding the Termination Date.

(x) “SYSCO’s Business” shall mean the sale and distribution of food and food-related products by SYSCO as of the date of Executive’s execution of this Agreement. Executive acknowledges and agrees that, by virtue of Executive’s specific responsibilities for SYSCO, Executive fully understands the identity of the products sold and distributed by SYSCO and the customers served by SYSCO at the time of execution of this Agreement.

(x) “SERP” shall mean the Sysco Corporation Supplemental Executive Retirement Plan, as amended from time to time.

(x) “Termination Date” shall mean [Date].

(x) “Trade Secrets” shall mean any and all information of SYSCO or any of its affiliates, licensors, suppliers or customers, or prospective licensors, suppliers or customers that is not commonly known by or available to the public and which: (A) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (B) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. Trade Secrets include, without limitation, technical or nontechnical data, formulas, patterns, compilations, programs, devices, methods, techniques, drawings, processes, financial data, financial plans, product plans, and a list of actual or potential customers or suppliers.

(b) Covenants Provided by Executive. As part of the inducement to SYSCO to enter into this Agreement, and in exchange for the good and valuable consideration provided to Executive pursuant to this Agreement, Executive hereby covenants and agrees as follows:

(1) From the date of Executive’s execution of this Agreement until the date that is two (2) years following the Termination Date, Executive will not, either directly or indirectly, for his own account or on behalf of any Competing Business, solicit suppliers whom Executive contacted on behalf of SYSCO during the twelve (12) months prior to the Termination Date, to the extent that such solicitation in any way involves the use or disclosure of any Trade Secrets, Confidential Information, and/or other proprietary knowledge acquired during Executive’s employment with SYSCO.

(2) From the date of Executive’s execution of this Agreement until the date that is two (2) years following the Termination Date, Executive will not, either directly or indirectly, in competition with SYSCO’s Business, solicit, entice or recruit for a Competing Business, attempt to solicit, entice or recruit for a Competing Business, or attempt to divert or appropriate to a Competing Business, any Customer.

(3) From the date of Executive’s execution of this Agreement until the date that is two (2) years following the Termination Date, Executive will not, either directly or indirectly, solicit, entice, encourage, or recruit any employee of SYSCO or any employee of SYSCO or any operating company of SYSCO to leave such position to join a Competing Business.

(4) From the date of Executive’s execution of this Agreement until the date that is two (2) years following the Termination Date, Executive shall not make any disparaging comments or accusations detrimental to the reputation, business, or business relationships of SYSCO; provided, that Executive may cure a violation of this provision by retracting any such comments or accusations within sixty (60) days after written notice demanding such retraction has been provided to him by or on behalf of the Company. In the event that Executive becomes legally compelled to disclose information that may be disparaging to the SYSCO, or detrimental to the business or business relationships of SYSCO, he shall provide SYSCO with prompt notice so that it may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. In the event that such protective order remedy is not obtained, or that SYSCO waives compliance with the provisions of this Agreement, Executive will furnish only such information that he is advised by written opinion of counsel is legally required and will exercise his best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded any Confidential Information.

(5) From the date of Executive’s execution of this Agreement until the date that is two (2) years following the Termination Date, Executive shall not reproduce, distribute, transmit, reverse engineer, decompile, disassemble, transfer, or fail to hold in confidence, directly or indirectly, in any form, by any means, or for any purpose, any Trade Secrets or Confidential Information or any portion thereof and all materials relating thereto. Executive also agrees that he shall return to the Company, immediately upon request, any and all Trade Secrets or Confidential Information or any portion thereof and all materials relating thereto in his possession.

(6) Executive understands that the provisions of this Section [X] have been carefully designed to: (i) restrict Executive’s activities to the minimum extent necessary to protect the customer and/or other business relationships of SYSCO and its subsidiaries and affiliates in a manner that is consistent with law; (ii) account for the fact that Executive’s knowledge of the Confidential Information and Trade Secrets of SYSCO and SYSCO is so extensive as to make it impossible for Executive not to use and benefit from that information if working for a Competing Business; and (iii) protect against the use of the Confidential Information and Trade Secrets of SYSCO by Executive on behalf of a Competing Business, which Executive acknowledges would be unfair and harmful. Executive has carefully considered these restrictions, and Executive confirms that they will not unduly restrict his ability to obtain a livelihood or engage in any lawful trade, profession or business. Executive therefore acknowledges: (i) the reasonableness of the term and scope of the covenants set forth in this Section [X]; (ii) that Executive will

not, in any action, suit or other proceeding, deny the reasonableness of, or assert the unreasonableness of, the premises, consideration or scope of the covenants set forth in this Section [X]; (iii) that SYSCO will suffer irreparable loss and damage if Executive should breach or violate any of the covenants set forth in this Section [X]; and (iv) that, in addition to any other remedies available hereunder or by law, SYSCO shall be entitled to a temporary restraining order and/or injunction to prevent any breach or contemplated breach by Executive and by any person or entity to whom Executive provides or proposes to provide any services in violation of any of the covenants contained in this Section [X].

(7) Executive understands that the consideration of benefits under the SERP is being provided in express exchange for the covenants provided by Executive in the foregoing subsections of this Section [X](b). If Executive violates any of such covenants during the stated restricted period, Executive understands and agrees that he shall forfeit the right to receive any future payments of SERP benefits and any other applicable benefits according to the terms of this Agreement and each applicable plan.

(8) The parties hereto expressly consent to a court of competent jurisdiction that meets the forum requirements of Section [X](b)(9) hereof reforming any of the foregoing covenants to the least extent necessary to prevent any such covenant from being unenforceable, and state their preference for such reformation over voiding any such covenant. Each of the foregoing covenants is independent of, and severable from, the others. If any covenant shall be found unenforceable for any reason, such finding will have no effect on the remaining covenants.

(9) In light of the parties’ substantial contacts with the State of Texas and the parties’ interests in ensuring that disputes regarding the interpretation, validity, and enforceability of this Agreement are resolved on a uniform basis, the parties agree that: (i) any litigation involving any noncompliance with or breach of this Agreement, or regarding the interpretation, validity, and/or enforceability of this Agreement, shall be filed and conducted in the state or federal courts in Houston or Harris County, Texas; and (ii) the laws of the State of Texas, without regard to any conflict of law principles, shall govern this Agreement, except to the extent that such laws are pre-empted by any applicable federal law.

EX-10.D 3 h32836exv10wd.htm THIRD AMENDED EXECUTIVE DEFERRED COMPENSATION PLAN exv10wd

Exhibit 10(d)

THIRD AMENDED AND RESTATED

SYSCO CORPORATION

EXECUTIVE DEFERRED COMPENSATION PLAN

Effective January 1, 2005

THIRD AMENDED AND RESTATED
SYSCO CORPORATION
EXECUTIVE DEFERRED COMPENSATION PLAN

TABLE OF CONTENTS


		Page
ARTICLE I — DEFINITIONS			3

ARTICLE II — ELIGIBILITY			12

ARTICLE III — PARTICIPANT DEFERRALS AND COMPANY CONTRIBUTIONS			13
3.1	Bonus Deferral Election		13
3.2	Company Match		14
3.3	Salary Deferral Election		14
3.4	Discretionary Company Contributions		15
3.5	Cancellation of Salary Deferral Election upon the Occurrence of an Unforeseeable Emergency		16

ARTICLE IV — ACCOUNT			16
4.1	Establishing a Participant’s Account		16
4.2	Credit of the Participant’s Bonus Deferral and the Company’s Match		16
4.3	Credit of the Participant’s Salary Deferrals		17
4.4	Deemed Investment of Deferrals		17
4.5	Crediting of Interest on Company Match		19
4.6	Procedure to Credit or Debit Interest, Earnings or Losses Upon an Event of Distribution		19

ARTICLE V — VESTING			21
5.1	Deferrals		21
5.2	Company Match		21

ARTICLE VI — DISTRIBUTIONS			22
6.1	Death		22
6.2	Disability		23
6.3	Retirement		23
6.4	Distributions Upon Termination		23
6.5	In-Service Distributions		24
6.6	Distribution Elections for Deferrals		24
6.7	Forfeiture For Cause		28
6.8	Forfeiture for Competition		28
6.9	Hardship Withdrawals		29
6.10	Payments Upon Income Inclusion Under Section 409A		30
6.11	Restrictions on any Portion of Total Payments Determined to be Excess Parachute Payments		30
6.12	Responsibility for Distributions and Withholding of Taxes		31

ARTICLE VII — ADMINISTRATION			32
7.1	Committee Appointment		32
7.2	Committee Organization and Voting		32
7.3	Powers of the Committee		32
7.4	Committee Discretion		33
7.5	Reimbursement of Expenses		33
7.6	Indemnification		33
7.7	Claims Procedure		34

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		Page
ARTICLE VIII — ADOPTION BY SUBSIDIARIES			35
8.1	Procedure for and Status After Adoption		35
8.2	Termination of Participation By Adopting Subsidiary		36

ARTICLE IX — AMENDMENT AND/OR TERMINATION			36
9.1	Amendment or Termination of the Plan		36
9.2	No Retroactive Effect on Awarded Benefits		36
9.3	Effect of Termination		37

ARTICLE X — FUNDING			38
10.1	Payments Under This Agreement are the Obligation of the Company		38
10.2	Agreement May be Funded Through Rabbi Trust		38
10.3	Reversion of Excess Assets		38
10.4	Participants Must Rely Only on General Credit of the Company		39

ARTICLE XI — MISCELLANEOUS			40
11.1	Limitation of Rights		40
11.2	Distributions to Incompetents or Minors		40
11.3	Non-alienation of Benefits		40
11.4	Reliance Upon Information		41
11.5	Severability		41
11.6	Notice		41
11.7	Gender and Number		41
11.8	Governing Law		41
11.9	Effective Date		41
11.10	Compliance with Section 409A of the Code		42

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THIRD AMENDED AND RESTATED

SYSCO CORPORATION

EXECUTIVE DEFERRED COMPENSATION PLAN

WHEREAS, Sysco Corporation sponsors and maintains the Second Amended and Restated Sysco Corporation Executive Deferred Compensation Plan, effective April 1, 2002 (the “Current Plan”) to provide the executives of Sysco Corporation the opportunity to defer the receipt of some or all of their compensation; and

WHEREAS, the Board of Directors has determined that it is in the best interests of Sysco Corporation and its current and former executives to amend and restate the Current Plan to comply with Section 409A of the Code with respect to all benefits provided under the Current Plan, without regard to when such benefits became earned and vested.

NOW, THEREFORE, Sysco Corporation hereby adopts the Third Amended and Restated Executive Deferred Compensation Plan as follows:

ARTICLE I

DEFINITIONS

Account. “Account” means a Participant’s Account in the Deferred Compensation Ledger maintained by the Committee which reflects the entire interest of the Participant in the Plan, as adjusted herein for deemed Investment earnings and losses and credited interest. A Participant’s Account shall be comprised of, if applicable, such Participant’s Termination/Retirement Account and In-Service Distribution Account(s).

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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.

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.

Board of Directors. “Board of Directors” means the Board of Directors of Sysco.
Bonus Deferral. “Bonus Deferral” shall have the meaning set forth in Section 3.1.

Bonus Deferral Election. “Bonus Deferral Election” shall have the meaning set forth in Section 3.1.

Business Day. “Business Day” means any day on which the New York Stock Exchange is open for trading.

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 subparagraphs (c)(i), (c)(ii) and (c)(iii) of this definition;

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November 10, 2005 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, and (iii) at least a majority of the members of the board of directors of the

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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.

Claimant. “Claimant” shall have the meaning set forth in Section 7.7.

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

Company. “Company” means Sysco and any Subsidiary that has adopted the Plan with the approval of the Committee, pursuant to Section 8.1.

Company Match. “Company Match” shall have the meaning set forth in Section 3.2.

Committee. “Committee” means the persons who are from time to time serving as members of the committee administering this Plan.

Default Distribution Option. “Default Distribution Option” shall have the meaning set forth in Section 6.6(c)(iv).

Default Investment. “Default Investment” shall mean a hypothetical investment with an investment return equal to the monthly average of the Moody’s Average Corporate Bond Yield for the calendar year ending prior to the beginning of the Plan Year for which such rate shall be effective, plus one (1) percent; provided, however, for calendar years commencing on or after January 1, 2006, “Default Investment” shall mean a hypothetical investment with a per annum investment return equal to the sum of (x) the monthly average of the Moody’s Average Corporate Bond Yield (determined by dividing the sum of the Corporate Bond Yield Averages for each month, as published in Moody’s Bond Survey, by the number of months in the applicable calculation period) for the period described in (i) or (ii) that produces the higher rate: (i) the six-month period ending on October 31^st of the calendar year prior to the calendar year for which such rate shall be effective, or (ii) the twelve-month period ending on October 31^st of the calendar year prior to the calendar year for which such rate shall be effective, plus (y) 1%, or such other Investment designated by the Committee as the “Default Investment” on Exhibit “A” attached hereto. The investment return of the Default Investment shall be re-determined annually as of

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November 1^st of the calendar year prior to the calendar year for which such rate shall be effective. The investment return, once established, shall be effective as of January 1^st of the calendar year following the calendar year in which such investment return is calculated and shall remain in effect for the entire calendar year.

Deferrals. “Deferrals” shall mean Bonus Deferrals and Salary Deferrals.

Deferral Election. “Deferral Election” shall mean either a Bonus Deferral Election, a Salary Deferral Election or both.

Deferred Compensation Ledger. “Deferred Compensation Ledger” means the ledger maintained by the Committee for each Participant which reflects the amount of the Participant’s Deferrals, Company Match, credits and debits for deemed Investment earnings and losses pursuant to Sections 4.4 and 4.6, interest credited pursuant to Sections 4.5 and 4.6, and cash distributed to the Participant or the Participant’s Beneficiaries pursuant to Article VI.

Eligibility Date. “Eligibility Date” means the date as of which an employee of a Company is first eligible to participate in the Plan. An employee shall be notified of the employee’s Eligibility Date by the Committee or its designee.

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which such prices are available. With respect to any Investment which reports “net asset values” or similar measures of the value of an ownership interest in the Investment, Fair Market Value shall mean such closing net asset value on the date of reference, or if no net asset value was reported on such date, then the net asset value on the nearest preceding day on which such net asset value was reported. For any Investment not described in the preceding sentences, Fair Market Value shall mean the value of the Investment as determined by the Committee in its reasonable judgment on a consistent basis, based upon such available and relevant information as the Committee determines to be appropriate.

Fixed Interest Option. “Fixed Interest Option” shall have the meaning set forth in Section 4.4(d).

In-Service Account. “In-Service Account” means a separate recordkeeping account under a Participant’s Account in the Deferred Compensation Ledger that is created when a Participant elects a new In-Service Distribution Date with respect to amounts deferred hereunder.

In-Service Distribution. “In-Service Distribution” means a payment by Sysco to the Participant following the occurrence of an In-Service Distribution Date of the amount represented by the balance in the In-Service Account with respect to such In-Service Distribution Date.

In-Service Distribution Date. “In-Service Distribution Date” means the date selected by the Participant following which the Participant’s applicable In-Service Account shall be paid.

In-Service Distribution Election. “In-Service Distribution Election” shall have the meaning set forth in Section 6.6(a)(ii).

Installment Distribution Option. “Installment Distribution Option” shall have the meaning set forth in Section 6.6(c)(i).

Investment. “Investment” means the options set forth in Exhibit “A” attached hereto, including interest credited at the investment return of the Default Investment, as the same may be amended from time to time by the Committee in its sole and absolute discretion.

Lump Sum Distribution Option. “Lump Sum Distribution Option” shall have the meaning set forth in Section 6.6(c)(ii).

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

MIP Participation. “MIP Participation” means participation in the Management Incentive Plan. Solely for purposes of vesting under this Plan, MIP Participation shall include the time the Participant was not eligible to participate in the Management Incentive Plan if, the Participant (i) was previously eligible to participate in the Management Incentive Plan, (ii) employed by the Company while such Participant was ineligible to participate in the Management Incentive Plan; and (ii) later becomes eligible to again participate in the Management Incentive Plan.

Participant. “Participant” means an employee of a Company who becomes eligible for or is participating in the Plan, and any other current or former employee of a Company who has an Account in the Deferred Compensation Ledger.

Performance Based Compensation. “Performance Based Compensation” means compensation that is based on services performed over a period of at least twelve (12) months to the extent it is contingent on satisfaction of pre-established performance criteria and not readily ascertainable at the time of the Participant’s deferral election, as determined by the Committee in accordance with Section 409A.

Plan. “Plan” means the Third Amended and Restated Sysco Corporation Executive Deferred Compensation Plan, as set forth in this document and amended from time to time.

Plan Year. “Plan Year” means a one-year 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.

Retirement. “Retirement” means (i) with respect to any Participant’s Separation from Service before July 3, 2005, “Retirement” means any Separation from Service of a Participant from the

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Company for any reason other than death or Disability on or after attaining age sixty (60); and (ii) with respect to any Participant’s Separation from Service on or after July 3, 2005, “Retirement” means a Participant’s Separation from Service from the Company for any reason other than death or Disability on or after the earlier of (A) the date the Participant attains age sixty (60), or (B) the date that the Participant has attained age fifty-five (55) and has at least fifteen (15) years of MIP Participation.

Retirement Investment Election. “Retirement Investment Election” shall have the meaning set forth in Section 4.4(d).

Salary Compensation. “Salary Compensation” means any base salary plus any receipts of commission compensation which is otherwise payable to a Participant in cash by the Company in any calendar year. Specifically, “Salary Compensation” shall include contributions made by the Company on behalf of a Participant under any salary reduction or similar arrangement to a cafeteria plan described in Section 125 of the Code, elective contributions pursuant to an arrangement qualified under Section 401(k) of the Code, amounts contributed as Salary Deferrals under this Plan, and any additional amounts determined in the sole discretion of the Committee. “Salary Compensation” shall exclude moving expenses, any gross up of moving expenses to account for increased income taxes, Company contributions under any qualified retirement plan, Company accruals to a Participant’s account under the Sysco Corporation Supplemental Executive Retirement Plan, any amounts payable to the Participant under the Sysco Corporation Long Term Incentive Cash Plan, a Participant’s MIP Bonus, any amounts relating to the grant of a stock option, the exercise of a stock option, or the sale or deemed sale of any shares thereby acquired, any compensation paid in the form of shares of Sysco stock, bonus paid as an inducement to enter the employment of the Company, any severance payments or other compensation which is paid to a Participant as a result of the Participant’s termination of employment with the Company, and any additional amounts determined in the sole discretion of the Committee.

Salary Deferral. “Salary Deferral” shall have the meaning set forth in Section 3.3.

Salary Deferral Election. “Salary Deferral Election” shall have the meaning set forth in Section 3.3.

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

Separation from Service. “Separation from Service” means “separation from service” within the meaning of Section 409A.

Specified Employee. “Specified Employee” means a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the Code. By way of clarification, “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 the Participant 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. If a Participant is a key employee as of an Identification Date, the Participant 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 the last day of the calendar year. 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.

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Sysco. “Sysco” means Sysco Corporation, the sponsor of this Plan.

Termination. “Termination” means Separation from Service with the Company, voluntarily or involuntarily, for any reason other than Retirement, death or Disability.

Termination/Retirement Account. “Termination/Retirement Account” means that portion of a Participant’s Account in the Deferred Compensation Ledger that has not been allocated to In-Service Accounts.

Treasury Regulations. “Treasury Regulations” means the Federal Income Tax Regulations, and to the extent applicable any Temporary or Proposed Regulations, promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

Total Payments. “Total Payments” means all payments or benefits received or to be received by a Participant in connection with a Change of Control of Sysco and the termination of his employment under the terms of this Plan, the Sysco Corporation Supplemental Executive Retirement Plan, 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.

Unforeseeable Emergency. “Unforeseeable Emergency” shall have the meaning set forth in Section 6.9.

Variable Investment Option. “Variable Investment Option” shall have the meaning set forth in Section 4.4(d).

ARTICLE II

ELIGIBILITY

Initially, all participants in the Management Incentive Plan, exclusive of any participant whose compensation income from the Company and its Subsidiaries is subject to taxation under

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the Canadian income tax laws, shall be eligible to participate in this Plan. However, the Committee retains the right to establish such additional eligibility requirements for participation in this Plan as it may determine is appropriate or necessary from time to time and has the right to determine, in its sole discretion, that any one or more persons who meet the eligibility requirements shall not be eligible to participate for one or more Plan Years beginning after the date they are notified of this decision by the Committee.

ARTICLE III

PARTICIPANT DEFERRALS AND COMPANY CONTRIBUTIONS

3.1 Bonus Deferral Election. A Participant may elect, what, if any, percentage of his MIP Bonus earned during a given Plan Year is to be deferred under this Plan (a “Bonus Deferral Election”), and such percentage shall be designated by the Participant pursuant to such form as approved by the Committee for this purpose (any such amount so deferred, a “Bonus Deferral”). To be eligible to make a Bonus Deferral Election for a given Plan Year, a Participant’s Eligibility Date must occur or have occurred on or before the first day of the Plan Year to which such Bonus Deferral Election relates. To make a Bonus Deferral Election, a Participant must complete, execute and file with the Committee a Bonus Deferral Election form within the applicable deadlines set forth below. A Bonus Deferral Election shall apply only with respect to the Plan Year specified in the Bonus Deferral Election form, and except as provided in Section 3.5 hereof, shall be irrevocable after the applicable deadline for making a Bonus Deferral Election for such Plan Year. To be effective, a Participant’s Bonus Deferral Election form must be received by the Committee within the period established by the Committee for a given Plan Year, provided that such period ends no later than the following times: (i) if the MIP Bonus qualifies as Performance Based Compensation (as applied on a Participant-by-Participant basis), the date that is six (6) months before the end of the Plan Year with respect to which such MIP Bonus is payable; or (ii) if the MIP Bonus does not qualify as Performance Based Compensation, the last day of the Plan Year immediately preceding the Plan Year with respect to which such MIP Bonus is payable. Prior to the period the Committee establishes for each Participant to make his Bonus Deferral Election, the Committee shall notify all eligible Participants of the maximum and minimum

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percentages of the MIP Bonus earned during a given Plan Year that may be deferred. If the Committee does not receive a Participant’s Bonus Deferral Election form within the period established for such purpose by the Committee for such Plan Year, the Participant shall be deemed to have elected not to make a Bonus Deferral Election for that Plan Year.

3.2 Company Match. The Company shall award to each Participant who elects to defer a portion of his MIP Bonus under this Plan an amount equal to 50% of that portion of the amount of the MIP Bonus deferred which is not in excess of 20% of his MIP Bonus, for a maximum potential match by the Company of 10% of the Participant’s MIP Bonus (any such amount so awarded, a “Company Match”); provided, however, that for Bonus Deferrals made for Plan Years beginning on or after July 3, 2005, the Company shall award to each Participant who elects to defer a portion of his MIP Bonus under this Plan, a Company Match equal to 15% of that portion of the amount of the MIP Bonus deferred which is not in excess of 20% of his MIP Bonus, for a maximum potential Company Match of 3% of the Participant’s MIP Bonus. Notwithstanding anything herein or otherwise to the contrary, in no event shall the calculation of the Company Match take into account amounts deferred pursuant to Section 3.3.

3.3 Salary Deferral Election. A Participant may elect to defer under this Plan all or a portion of the Salary Compensation otherwise payable to the Participant by the Company (a “Salary Deferral Election”), which amount shall be designated by the Participant pursuant to such form as approved by the Committee for this purpose (any such amount so deferred, a “Salary Deferral”). To make a Salary Deferral Election, a Participant must complete, execute and file with the Committee a Salary Deferral Election form within the applicable deadlines set forth below. A Salary Deferral Election shall apply only with respect to the calendar year or portion thereof, specified in the Salary Deferral Election form, and, except as provided in Section 3.5 hereof, shall be irrevocable after the applicable deadline for making a Salary Deferral Election for such calendar year.

(a) In General. To be effective, a Salary Deferral Election form must be received by the Committee, within the period established by the Committee for a given calendar year; provided that such period ends on or before December 31 of the year prior to the calendar

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year for which the Salary Deferral Election is to be effective. If the Committee fails to receive a Salary Deferral Election form from a Participant during the period established by the Committee for such calendar year, the Participant shall be deemed to have elected not to make a Salary Deferral Election for that calendar year.

(b) Election for First Year as Participant. Notwithstanding the provisions of Section 3.3(a), in the calendar year in which a Participant first becomes eligible to participate in the Plan, the Participant may make a Salary Deferral Election with respect to all or a portion of such Participant’s Salary Compensation beginning with the payroll period next following the receipt of the Participant’s Salary Deferral Election form; provided that such Salary Deferral Election form is received by the Committee prior to the 31^st day following the Participant’s Eligibility Date. If the Committee does not receive such Participant’s Salary Deferral Election prior to the 31^st day following the Participant’s Eligibility Date, the Participant shall be deemed to have elected not to make a Salary Deferral Election for such calendar year. Salary Deferral Elections by such a Participant for succeeding calendar years shall otherwise be made in accordance with the provisions of Section 3.3(a).

(c) Additional Rules and Procedures. The Committee shall have the discretion to adopt such additional rules and procedures applicable to Salary Deferral Elections that the Committee determines are necessary. By way of amplification and not limitation, the Committee shall have the authority to limit the amount of Salary Compensation deferred by a Participant under this Plan for any calendar year, require a Participant to pay or provide for payment of cash to the Company, and/or take such other actions determined to be necessary where, as a result of a Participant’s Salary Deferral Election, the compensation payable to a Participant currently is less than such Participant’s tax withholding and other obligations.

3.4 Discretionary Company Contributions. Notwithstanding anything to the contrary contained herein, if authorized by the Board of Directors or a committee thereof, the Company, may, pursuant to a written agreement approved by the Board of Directors or a committee thereof, cause the Company to make additional contributions to a Participant’s Account. Any discretionary Company contributions made pursuant to this Section 3.4 shall be credited to a Participant’s

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Termination/Retirement Account and shall be paid at the earliest to occur of a Participant’s death, Disability, Retirement or Termination. Unless otherwise expressly provided in such written agreement, such discretionary contributions by the Company shall vest in accordance with the provisions of Section 5.2 of the Plan.

3.5 Cancellation of Deferral Elections upon the Occurrence of an Unforeseeable Emergency. Notwithstanding anything to the contrary contained herein, if a Participant requests a hardship withdrawal pursuant to Section 6.9, and the Committee determines that such Participant has suffered an Unforeseeable Emergency, the Participant may elect to cancel such Participant’s Deferral Elections in effect for such calendar year. Such election shall be made in writing by the Participant in such form as the Committee determines from time to time. In addition, if a Participant receives a hardship distribution under a 401(k) plan sponsored by the Company, all Deferral Elections in effect for the calendar year or Plan Year, as the case may be, in which such hardship distribution is made shall be cancelled, and such Participant may not make additional Deferral Elections for at least six (6) months following the receipt of such hardship distribution. Any subsequent Deferral Election shall be subject to the rules of Sections 3.1 or 3.3, as applicable.

ARTICLE IV

ACCOUNT

4.1 Establishing a Participant’s Account. The Committee shall establish an Account for each Participant in a Deferred Compensation Ledger which shall be maintained by the Company. Each Account shall reflect the entire interest of the Participant in the Plan.

4.2 Credit of the Participant’s Bonus Deferral and the Company’s Match. Upon completion of the Plan Year, the Committee shall determine, as soon as administratively practicable, the amount of a Participant’s MIP Bonus that has been deferred for that Plan Year and the amount of the Company Match that has been awarded to the Participant pursuant to Section 3.2 and shall credit those amounts to the Participant’s Account in the Deferred Compensation Ledger as of the July 1^st coincident with or closest to the end of the Plan Year for which the MIP Bonus was awarded.

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4.3 Credit of the Participant’s Salary Deferrals. The Participant’s Account in the Deferred Compensation Ledger shall be credited with respect to Salary Deferrals, on the same day of each month on which cash compensation would otherwise have been paid to a Participant, with a dollar amount equal to the total amount by which the Participant’s cash compensation for such month was reduced in accordance with the Participant’s Salary Deferral Election.

4.4 Deemed Investment of Deferrals. The credit balance of the Deferrals in the Participant’s Account shall be deemed invested and reinvested from time to time in such Investments as shall be designated by the Participant in accordance with the following:

(a) Upon commencement of participation in the Plan, each Participant shall make a designation of the Investments in which the Deferrals in such Participant’s Account will be deemed invested. The Investments designated by a Participant shall be deemed to have been purchased on the date on which the Deferrals are credited to the Participant’s Account, or if such day is not a Business Day, on the first Business Day following such date. If a Participant has not made a designation of Investments in which such Participant’s Deferrals will be deemed invested, the credit balance of the Deferrals in the Participant’s Account shall be deemed to be invested in the Default Investment.

(b) At such times and under such procedures as the Committee shall designate, each Participant shall have the right to (i) change the existing Investments in which the Deferrals in such Participant’s Account are deemed invested by treating a portion of such Investments as having been sold and the new Investments purchased, and (ii) change the Investments which are deemed purchased with future Deferral credits to the Participant’s Account.

(c) In the case of any deemed purchase of an Investment, the Participant’s Account shall be decreased by a dollar amount equal to the number of units of such Investment treated as purchased multiplied by the per unit net asset value of such Investment as of such date or, if such date is not a Business Day, on the first Business Day following such date, and shall be increased by the number of units of such Investment treated as purchased. In the case of any deemed sale of an Investment, the Participant’s Account shall be decreased by the number of units of such Investment treated as sold, and shall be increased by a dollar amount equal to the number of

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units of such Investment treated as sold multiplied by the net asset value of such Investment as of such date or, if such date is not a Business Day, on the first Business Day following such date.

(d) If a Participant’s Retirement occurs on or after January 1, 2006, and the Participant has elected (or is deemed to have elected) to receive any portion of the Participant’s distribution under Section 6.3 (upon Retirement) pursuant to the Installment Distribution Option, then, with respect such portion, the Participant may elect (the “Retirement Investment Election”) either (i) to have interest credited to the declining balance of such portion of the Participant’s Account at a fixed interest rate determined pursuant to Section 4.6(b)(ii) (the “Fixed Interest Option”); or (ii) to have the Participant’s designation of deemed Investments (which deemed Investments may continue to be changed pursuant to Section 4.4(b)) remain in effect throughout the period of distribution with respect to such portion (the “Variable Investment Option”); provided, however, that if the Participant dies during the period of distribution, such Participant’s Investment designations shall be terminated as of the date of the Participant’s death and such Participant’s Account shall be deemed invested in the Default Investment. A Participant shall make his or her Retirement Investment Election at such time and in such form as determined by the Committee. If the Committee does not receive a Participant’s Retirement Investment Election in the period prescribed by the Committee, the Participant shall be deemed to have elected the Fixed Interest Option. Once a Participant has made a Retirement Investment Election (or is deemed to have made a Retirement Investment Election) such election is irrevocable. Interest or deemed Investment earnings or losses, as the case may be, shall be credited or debited to the Participant’s Account at such times and in such amounts as determined under Section 4.6.

(e) In no event shall the Company be under any obligation, as a result of any designation of Investments made by Participants, to acquire any Investment assets, it being intended that the designation of any Investment shall only affect the determination of the amounts ultimately paid to a Participant.

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is discovered in the Participant’s Account, the Committee, in its sole and absolute discretion, shall cause appropriate, equitable adjustments to be made as soon as administratively practicable following the discovery of such error or omission.

4.5 Crediting of Interest on Company Match . Interest will be credited on any Company Match in the Participant’s Account in accordance with this Section 4.5 at the investment return of the Default Investment. Interest on such Company Match shall be compounded annually, but credited on a daily basis. Following the occurrence of an event giving rise to a distribution, interest will be credited on any Company Match in the Participant’s Account at such times and at the rate (or rates) determined under Section 4.6.

4.6 Procedure to Credit or Debit Interest, Earnings or Losses Upon an Event of Distribution.

(a) Distributions upon Retirement under the Variable Investment Option. If a Participant is entitled to receive a distribution pursuant to Section 6.3 (upon Retirement) and elects the Variable Investment Option under Section 4.4(d)(ii), the declining balance of the portion of the Participant’s Account (including any portion of the Company Match (and any interest credited thereon pursuant to Section 4.5)) to which this Section 4.6(a) applies, shall continue to be credited or debited with Investment earnings or losses (including interest credited at the investment return of the Default Investment, if that Investment option is selected) for the period beginning on the day following the day on which the event giving rise to the distribution occurs and continuing until the day immediately prior to the final installment distribution is paid. For purposes of the preceding sentence, any portion of the Company Match (and any interest credited thereon pursuant to Section 4.5) that is subject to this Section 4.6(a) shall be deemed invested in the Default Investment. The amount of interest or deemed Investment earnings or losses credited or debited to the Participant’s Account shall be determined by the Committee in accordance with Section 4.4(f).

(b) Distributions Upon Death, Disability, Termination or Retirement (not under the Variable Investment Option). If a Participant or a Participant’s Beneficiaries are entitled to receive a distribution pursuant to Sections 6.1 (upon death), 6.2 (upon Disability), 6.3 (upon

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Retirement) and the Participant did not elect the Variable Investment Option under Section 4.4(d)(ii), or 6.4 (upon Termination), interest or deemed Investment earnings or losses shall be debited or credited to the portion of the Participant’s Account (including any portion of the Company Match (and interest credited thereon pursuant to Section 4.5)) subject to this Section 4.6(b) in accordance with this Section 4.6(b).

(i) Crediting of Interest or Deemed Investment Earnings or Losses Prior to Commencement of Distributions. The Participant’s Account shall continue to be credited or debited with Investment earnings or losses until, (A) for events giving rise to a distribution that occur before the January 1, 2006, the date of the event giving rise to the distribution, or (B) for events giving rise to a distribution that occur on or after January 1, 2006, the later to occur of (x) the date of the event giving rise to the distribution; or (y) the last day of the month preceding the month in which distributions will commence (the “Conversion Date”), at which time the deemed Investments in the Participant’s Account shall be treated as sold and credited with a dollar value in accordance with Section 4.4(c). For purposes of this Section 4.6(b)(i), for the period prior to the Conversion Date, any portion of the Company Match (and any interest credited thereon pursuant to Section 4.5), that is subject to this Section 4.6(b) shall be deemed invested in the Default Investment. After the Conversion Date, there shall be no additional credits or debits to the Participant’s Account for deemed Investment earnings or losses. Notwithstanding the foregoing, the Participant’s Account shall be credited with interest, at the rate of the Default Investment, for the period beginning on the Conversion Date and ending on the day immediately before the date on which distribution payments commence.

(ii) Crediting of Interest After Commencement of Installment Distributions. With respect to distributions subject to this Section 4.6(b), if any portion of a Participant’s Account is to be paid pursuant to the Installment Distribution Option, interest shall be credited to the declining balance of the portion of the Participant’s Account subject to this Section 4.6(b)(ii), beginning on the day on which distributions commence and continuing until the day immediately before the final installment distribution is paid. The interest crediting rate for purposes of this Section 4.6(b)(ii) shall be the investment return of the Default Investment for the last

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calendar year ending prior to the event giving rise to the distribution; provided however, that for events occurring on or after January 1, 2006 that give rise to a distribution, the interest crediting rate hereunder shall be the per annum interest rate equal to the sum of (x) the monthly average of the Moody’s Average Corporate Bond Yield (determined by dividing the sum of the Corporate Bond Yield Averages for each month, as published in Moody’s Bond Survey, by the number of months in the calculation period) for the period described in (i) or (ii) that produces the higher rate: (i) the six-month period ending on the last day of the month that is two months prior to the month during which distributions are to commence, or (ii) the twelve-month period ending on the last day of the month that is two months prior to the month during which distributions are to commence, plus (y) 1%.

ARTICLE V

VESTING

5.1 Deferrals. The amount credited to a Participant’s Account attributable to Deferrals, adjusted for deemed Investment earnings and losses pursuant to Section 4.4, shall be 100% vested at all times, except that deemed Investment earnings shall be subject to forfeiture under Sections 6.7 and 6.8.

5.2 Company Match.

(a) Each Company Match, together with interest accumulated on those matches pursuant to Section 4.5, shall vest on the earlier to occur of: (a) the tenth anniversary of the date as of which the Company Match was credited to the Participant’s Account, (b) the Participant attaining age 60, (c) the Participant’s death, (d) the Participant’s Disability, or (e) a Change of Control, provided that such vested Company Matches shall be subject to forfeiture under Sections 6.7 and 6.8 and any reduction caused by the restriction in Section 6.11.

(b) Notwithstanding the foregoing, effective for Plan Years beginning on or after July 3, 2005, upon a Participant’s Retirement, each previously unvested Company Match (together with interest accumulated on such Company Matches pursuant to Section 4.5) shall be vested according to the following schedule:

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Participant’s Combined Full Years of Age
as of the Participant’s Date of Retirement and
Full Years of MIP Participation	Vested 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	%

By way of clarification, a Participant who is age fifty-five (55) with fifteen (15) years MIP Participation shall be fifty percent (50%) vested in any previously unvested Company Match, and the Participant shall be vested in any previously unvested Company Match (i) an additional five percent (5%) for each full year of his age in excess of fifty-five (55) as of the date of the date of such Participant’s Retirement; and (ii) an additional five percent (5%) for each full year of MIP Participation by such Participant over fifteen (15) years as of the date of such Participant’s Retirement.

(c) Notwithstanding anything to the contrary contained herein, the Compensation and Stock Option Committee of the Board of Directors may, within its sole discretion, accelerate vesting under this Section 5.2 when it determines that specific situations warrant such action.

ARTICLE VI

DISTRIBUTIONS

6.1 Death. Upon the death of a Participant, the Participant’s Beneficiary or Beneficiaries shall be paid the balance of the Participant’s Account in the Deferred Compensation Ledger pursuant to the distribution option selected by the Participant under Section 6.6(c).

Each Participant, upon making his initial deferral election, shall file with the Committee a designation of one or more Beneficiaries to whom distributions otherwise due the Participant shall be made in the event of his death prior to the complete distribution of the amount

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credited to his Account in the Deferred Compensation Ledger. The designation shall be effective upon receipt by the Committee of a properly executed form which the Committee has approved for that purpose. The Participant may from time to time revoke or change any designation of Beneficiary by filing another approved Beneficiary designation form with the Committee. If there is no valid designation of Beneficiary 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 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 amounts due the Beneficiary from the Participant’s Account, the balance of the amount which would have been paid to that Beneficiary shall, unless the Participant’s designation provides otherwise, be distributed to the individual deceased 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. Any Beneficiary designation which designates any person or entity other than the Participant’s spouse must be consented to in writing by the Participant’s spouse in a form acceptable to the Committee in order to be effective.

6.2 Disability. Upon the Disability of a Participant, the Participant shall be paid the balance of the Participant’s Account in the Deferred Compensation Ledger pursuant to the distribution option selected by the Participant under Section 6.6(c).

6.3 Retirement. Upon the Retirement of a Participant, the Participant shall be paid the vested portion of such Participant’s Account in the Deferred Compensation Ledger pursuant to the Distribution option selected by the Participant under Section 6.6(c). Any amounts not vested at the time of such Participant’s Retirement shall be forfeited.

6.4 Distributions Upon Termination. Upon a Participant’s Termination, the Participant shall be paid the vested portion of such Participant’s Account in the Deferred Compensation

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Ledger pursuant to the Lump Sum Distribution Option. Any amounts not vested at the time of such Participant’s Termination shall be forfeited.

6.5 In-Service Distributions. Each In-Service Distribution shall be paid in a lump sum at the time provided in the In-Service Distribution election made with respect thereto, or as soon as administratively practicable after the occurrence of the In-Service Distribution Date. 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 the commencement or completion of payments elected in connection with any In-Service Distribution Date(s), the Participant’s remaining In-Service Distribution Account balance(s) shall be distributed pursuant to the Plan’s provisions regarding distributions upon Retirement, Disability, death or Termination, as applicable.

6.6 Distribution Elections for Deferrals. Each Participant shall have the right to elect, to revoke, or to change any prior election of the timing of payment or the form of distribution at the time and under the rules established by the Committee, which rules shall include the provisions of this Section 6.6.

(a) Initial Distribution Elections.

(i) Death/Disability/Retirement Distribution Elections. A Participant may elect different forms of distribution, as specified in Section 6.6(c), with respect to the distribution events described in Sections 6.1 (upon death), 6.2 (upon Disability) and 6.3 (upon Retirement). The initial election of form of distribution with respect to a particular distribution event, if received by the Committee in proper form prior to or concurrent with the time a Participant first makes an affirmative Deferral Election under this Plan, shall be effective upon receipt, and shall become irrevocable at the time a Participant first makes an affirmative Deferral Election under this Plan. All elections of form of distribution, with respect to such distribution events, made after the time a Participant first makes an affirmative Deferral Election under this Plan must comply with the rules of Section 6.6(b).

(ii) In-Service Distribution Elections. In connection with each Salary Deferral Election and/or Bonus Deferral Election made for a given calendar year and/or Plan Year,

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a Participant may elect to receive such Deferrals in a lump sum distribution at an In-Service Distribution Date that is at least three (3) years after the end of the calendar year in which such Salary Compensation or MIP Bonus would otherwise have been paid (an “In-Service Distribution Election”); provided, however, that a Participant’s designation of an In-Service Distribution Date with respect to a Bonus Deferral shall not apply to any Company Match associated with such Bonus Deferral. For the avoidance of doubt, a vested Company Match shall only be payable in connection with a distribution event described in Section 6.1 (upon death), 6.2 (upon Disability), 6.3 (upon Retirement), or 6.4 (upon Termination). Except as otherwise required by the Committee, an In-Service Distribution Election may be made separately with respect to each calendar year’s or Plan Year’s Salary Deferrals and/or Bonus Deferrals, and In-Service Distribution Accounts shall be established accordingly. Any portion of a Deferral that is not credited to an In-Service Distribution Account shall be credited to the Participant’s Termination/Retirement Account, which credited amounts shall remain credited to the Participant’s Termination/Retirement Account until such amounts have been distributed to the Participant or the Participant’s Beneficiary and may not be credited or reallocated to an In-Service Account.

(b) Subsequent Elections. Any election, revocation, or change of election of form of distribution with respect to distributions upon death, Disability and Retirement that a Participant makes after he first makes an affirmative Deferral Election under this Plan; or any revocation or change of election of time of payment with respect to In-Service Distributions (such elections, revocations and changes are referred to collectively herein as “Subsequent Elections”) shall be effective only if the requirements of this Section 6.6(b) are met. Subsequent Elections may be submitted to the Committee from time to time in the form determined by the Committee and shall be effective on the date that is twelve (12) months after the date on which such Subsequent Election is received by the Committee. If an event giving rise to a distribution occurs during the one-year period after a Subsequent Election is made, or if such Subsequent Election does not meet the requirements of this Section 6.6(b), distributions under this Plan shall be made pursuant to the Participant’s last effective election, revocation, or change with respect to the event

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giving rise to the distribution. With respect to payments upon Retirement, Termination or upon the occurrence of an In-Service Distribution Date, (i) the Subsequent Election must be received by the Committee in proper form at least one year prior to such Participant’s Retirement, Termination or the occurrence of an In-Service Distribution Date; and (ii) the first payment pursuant to such Subsequent Election may not be made within the five-year period commencing on the date such payment would have been made or commenced under the last effective election, revocation, or change made by the Participant. Notwithstanding the foregoing provisions of this Section 6.6(b), at such time as the Committee shall determine, but no later than December 31, 2006, a Participant may make a Subsequent Election to change the form of distribution of a Participant’s Account (for distributions upon Retirement, death or Disability) and such election shall be immediately effective, provided that a Subsequent Election made during calendar year 2006 may not (i) apply to any amount that would otherwise be payable during calendar year 2006 or (ii) otherwise cause an amount to be paid in calendar year 2006 that would not otherwise be payable in such calendar year.

(c) Distribution Options. The distribution options that may be selected by Participants pursuant to this Section 6.6 are as follows:

(i) Installment Distribution Option. If a Participant selects the “Installment Distribution Option”, with respect to all or a portion of a Participant’s Account, the Participant or the Participant’s Beneficiaries shall be paid the portion of the Participant’s Account in the Deferred Compensation Ledger to which this section applies as follows: (A) if the distribution is pursuant to Section 6.1 (upon death), 6.2 (upon Disability) or 6.3 (upon Retirement) and the Participant elected the Fixed Interest Option under Section 4.4(e)(i), in equal quarterly or annual (as selected by the Participant) installments of principal and interest for a period of up to 20 years (as selected by the Participant); or (B) if the distribution is pursuant to Section 6.3 (upon Retirement) and the Participant elected the Variable Investment Option under Section 4.4(e)(ii), each installment payment amount during the period of distribution (as selected by the Participant) shall be determined as the result of a calculation, performed as soon as administratively practicable before the date the installment payment is to be made, where (A) is divided by (B):

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(A) equals the remaining value of the Participant’s Account as of the date of such calculation; and

(B) equals the remaining number of installment payments. Amounts distributed pursuant to the Installment Distribution Option shall be treated as a single payment for purposes of Section 409A.

(ii) Lump Sum Distribution Option. If the Participant selects the “Lump Sum Distribution Option”, with respect to all or a portion of the Participant’s Account, the Participant or the Participant’s Beneficiaries shall be paid the portion of the Participant’s Account in the Deferred Compensation Ledger to which this Section 6.6(c)(ii) applies, in a lump sum.

(iii) Combination Lump Sum and Installment Distribution Option. Participants may also elect to have their Accounts distributed in part pursuant to the Lump Sum Distribution Option, and the balance distributed pursuant to the Installment Distribution Option, by making the appropriate designation on the form which the Committee has approved for this purpose.

(iv) Default Distribution Option. If a Participant does not have an effective election as to the form of distribution on file with the Committee at the time distributions to such Participant are to commence, the Participant shall be conclusively deemed to have elected to receive the vested balance of such Participant’s Account pursuant to the Installment Distribution Option annually over a period of fifteen (15) years (the “Default Distribution Option”).

(d) Commencement of Distributions. Distributions pursuant to this Section 6.6 shall commence as soon as administratively feasible after the event giving rise to the distribution, but not later than 90 days after the event giving rise to the distribution; provided, however, that in the case of the death of the Participant, distributions shall not commence within the 30-day period following the Participant’s death; provided further, that, in the case of a Participant who has made a Subsequent Election, distributions shall not commence earlier than the time prescribed by Section 6.6(b); provided further, that distributions to a Specified Employee that result from such Participant’s Separation from Service shall not commence earlier than the date that is six (6) months after such Specified Employee’s Separation from Service from the

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Company if such earlier commencement would result in the imposition of tax under Section 409A. If distributions to a Participant are delayed because of the six-month distribution delay described in the immediately preceding sentence, such distributions shall commence as soon as administratively feasible following the end of such six-month period.

6.7 Forfeiture For Cause. If the Committee finds, after full consideration of the facts presented on behalf of both the Company and a Participant, that the Participant was discharged by the Company for fraud, embezzlement, theft, commission of a felony, proven dishonesty in the course of his employment by the Company which damaged the Company, or for disclosing trade secrets of the Company, the entire amount credited to his Account in the Deferred Compensation Ledger, exclusive of the lesser of (a) the total Deferrals of the Participant, without any adjustments for deemed Investment earnings and losses pursuant to Section 4.4, or (b) the credit balance of the Participant’s Account attributable to Deferrals, taking into account the adjustments for deemed Investment earnings and losses pursuant to Section 4.4, shall be forfeited even though it may have been previously vested under Article V. The decision of the Committee as to the cause of a Participant’s discharge and the damage done to the Company shall be final. No decision of the Committee shall affect the finality of the discharge of the Participant by the Company in any manner. Notwithstanding the foregoing, the forfeiture created by this Section shall not apply to a Participant discharged during the Plan Year in which a Change of Control occurs, or during the next succeeding three (3) Plan Years following the Plan Year in which a Change of Controls occurs unless an arbitrator selected to review the Committee’s findings agrees with the Committee’s determination to apply the forfeiture. 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 American Arbitration Association. The person whose name is remaining shall be the arbitrator.

6.8 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 the Company and the Participant, that the Participant at any time within two years from his termination of employment from the Company which adopted this Plan, and without written

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consent of the Company’s CEO or General Counsel, 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 or at any time did compete with the Company by which he was formerly employed in a trade area served by the Company at the time distributions are being made or to be made and in which the Participant had represented the Company while employed by it; and, if the Participant continues to be so engaged 60 days after written notice has been given to him, the Committee shall forfeit all amounts otherwise due the Participant, exclusive of the lesser of (a) the total Deferrals of the Participant, without any adjustments for deemed Investment earnings and losses pursuant to Section 4.4, or (b) the credit balance of the Participant’s Account attributable to Deferrals, taking into account the adjustments for deemed Investment earnings and losses pursuant to Section 4.4, even though it may have been previously vested under Article V. Notwithstanding the foregoing, the forfeiture created by this Section shall not apply to any Participant whose termination of employment from the Company which adopted this Plan occurs 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 Control occurs.

6.9 Hardship Withdrawals. Any Participant may request a hardship withdrawal to satisfy an “Unforeseeable Emergency.” No hardship withdrawal can exceed the lesser of (i) the amount of Deferrals credited to the Participant’s Account, or (ii) the amount reasonably necessary to satisfy the Unforeseeable Emergency. Whether an Unforeseeable Emergency exists and the amount reasonably needed to satisfy such need shall be determined by the Committee based upon the evidence presented by the Participant and the rules established in this Section 6.9. If a hardship withdrawal under this Section 6.9 is approved by the Committee, it shall be paid within 10 days of the Committee’s determination. For purposes of this Plan, an “Unforeseeable Emergency” means either: (i) a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s spouse or of a dependent (as defined in Section 152(a) of the Code) of the Participant, (ii) loss of the Participant’s property due to casualty, or (iii) other similar extraordinary and unforeseeable circumstance arising as a result of

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events beyond the control of the Participant, provided that in each case the circumstances qualify as an “unforeseeable emergency” for purposes of Section 409A. The circumstances that constitute a hardship shall depend upon the facts of each case, but, in any case, amounts distributed with respect to an Unforeseeable Emergency shall not exceed the amount necessary to satisfy such need plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent to which such need is or may be relieved: (a) through reimbursement or compensation by insurance or otherwise, (b) by liquidation of the Participant’s assets, to the extent the liquidation of such assets will not itself cause severe financial hardship, or (c) additional compensation that may be available to such Participant by reason of a cancellation of deferrals under Section 3.5 of this Plan. Foreseeable needs for funds, such as the need to send a Participant’s child to college or the desire to purchase a home, shall not be considered to be an Unforeseeable Emergency.

6.10 Payments Upon Income Inclusion Under Section 409A. It is intended that the provisions of this Plan shall comply fully with the requirements of Section 409A. In the event that it is determined that the provisions of this Plan do not comply with the requirements of Section 409A and a Participant is required to include in income amounts otherwise deferred under this Plan as a result of non-compliance with Section 409A, the Participant shall be entitled, upon request, to receive a distribution from such Participant’s Account not to exceed the lesser of (i) the vested portion of the Participant’s Account, or (ii) the amount required to be included in income as a result of the failure of the Plan to comply with the requirements of Section 409A. Amounts distributable pursuant to this Section 6.9 shall be distributed as soon as administratively feasible but no later than ninety (90) days after the date of the determination that the Plan does not comply with the requirements of Section 409A.

6.11 Restrictions on any Portion of Total Payments Determined to be Excess Parachute Payments. In the event that any payment or benefit received or to be received by a Participant in connection with a Change of Control of Sysco, or the termination of his employment by the Company would not be deductible, whether in whole or in part, by the Company or any affiliated company, as a result of Section 280G of the Code and a reduction under the Sysco

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Corporation Supplemental Executive Retirement Plan is not sufficient to cause all benefits paid under this Plan to be deductible, 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 Agreement 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 Section 4.4. 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 the Company’s independent auditors and acceptable to the Participant and reasonably acceptable to the Company (“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 the Company’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 and Stock Option Committee of the Board of Directors, may, within its sole discretion and pursuant to an agreement approved by the Compensation and Stock Option Committee, waive application of this Section 6.11, when it determines that specific situations warrant such action.

6.12 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. It shall also calculate the deductions from the amount of the benefit paid under the Plan for any taxes required to be withheld by federal, state or local government and will cause them to be withheld.

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ARTICLE VII

ADMINISTRATION

7.1 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 to appoint one or more replacement or additional Committee members from time to time.

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

7.3 Powers of the Committee. The Committee shall have the exclusive responsibility for the general administration of the Plan according to the terms and provisions of the Plan 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;

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

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

(d) to designate the persons eligible to become Participants and to establish the maximum and minimum amounts that may be elected to be deferred;

(e) to determine all controversies relating to the administration of the Plan, including but not limited to:

(i) differences of opinion arising between the Company and a Participant in accordance with Section 7.7, 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 judicial action; and

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

(f) 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; and

(g) to designate the investment options treated as Investments for purposes of this Plan.

7.4 Committee Discretion. The Committee, in exercising any power or authority granted under this Plan, or in making any determination under this Plan shall perform or refrain from performing those acts pursuant to such authority using its sole discretion and judgment. By way of amplification and without limiting the foregoing, the Company specifically intends that the Committee have the greatest possible discretion to construe the terms of the Plan and to determine all questions concerning eligibility, participation and benefits. Any decision made by the Committee or any refraining to act or any act taken by the Committee in good faith shall be final and binding on all parties. The Committee’s decision shall never be subject to de novo review. Notwithstanding the foregoing, the Committee’s decisions, refraining to act or acting is to be subject to judicial review for those incidents occurring during the Plan Year in which a Change of Control occurs and during the next three succeeding Plan Years.

7.5 Reimbursement of Expenses. The Committee shall serve without compensation for its services but shall be reimbursed by Sysco for all expenses properly and actually incurred in the performance of its duties under the Plan.

7.6 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, except claims arising from gross negligence, willful neglect or willful misconduct.

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7.7 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 (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 of or timing of payment of a benefit affected by a Change of Control shall be governed by Section 7.3(e)(i). Such written request must set forth the Claimant’s claim and must be addressed to the Committee at Sysco’s principal office.

(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 Sysco’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.

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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 7.7 shall be a mandatory precondition to commencement of a legal or equitable action in connection with the Plan by a person claiming rights under the Plan or by another person claiming rights through such a person. The Committee may, in its sole discretion, waive the procedures described in this Section 7.7 as a mandatory precondition to such an action.

ARTICLE VIII

ADOPTION BY SUBSIDIARIES

8.1 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 the 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. 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.

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8.2 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 any Subsidiary shall not, however, affect the rights of any Participant who is working or has worked for the Subsidiary as to amounts previously standing to his credit in his Account in the Deferred Compensation Ledger, including, without limitation, all of the Participant’s rights pursuant to Sections 4.4 and 4.5 with respect to amounts deferred by him and matched by the Company and credited to his Account, prior to the distribution of those funds to the Participant, without his consent.

ARTICLE IX

AMENDMENT AND/OR TERMINATION

9.1 Amendment or Termination of the Plan. The Board of Directors, the Committee, or their designees, may amend this Plan at any time by an instrument in writing without the consent of any adopting Subsidiary; provided, however, that authority to terminate this Plan or to make any amendment 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 during the two (2) years following a Change of Control.

9.2 No Retroactive Effect on Awarded Benefits. Absent a Participant’s prior consent, no amendment shall affect the rights of such Participant to the amounts then standing to his credit in his Account in the Deferred Compensation Ledger, to change the method of calculating Investment earnings and losses already accrued, or the rate of interest already accrued or to accrue in the future on the Participant’s Company Match prior to the date of the amendment, or to change a Participant’s rights under any provision relating to a Change of Control after a Change of Control has occurred. However, the Board of Directors shall retain the right at any time to change in any manner the method of calculating Investment earnings and losses, effective from and after the date of the amendment, and the method or the rate of interest on a Participant’s Company

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Match received after the date of the amendment, if in both cases the amendment has been announced to the Participants.

9.3 Effect of Termination. Upon termination of the Plan, the following provisions of this Section 9.3 shall apply:

(a) No additional amounts shall be credited to any Participant’s Account in the Deferred Compensation Ledger, to the extent such amounts relate to salaries or bonuses earned on or after the effective date of the Plan’s termination.

(b) The Board of Directors or its designee may, in its sole discretion, authorize distributions of the vested balance of the Participants’ Accounts in the Deferred Compensation Ledger 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 under Section 1.409A-1(c) of the Treasury Regulations, if the Participant participated in such arrangements are terminated;

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

(iii) All distributions of amounts deferred under the Plan and any other vested amounts are paid within twenty-four (24) months of the termination of the Plan; and

(iv) The Company does not adopt a new deferred compensation arrangement at any time within five (5) years following the date of termination of the Plan that would be aggregated with this Plan under Section 1.409A-1(c) of the Treasury Regulations if the Participant participated in this Plan and the new arrangement.

(c) Except as otherwise provided in Sections 9.3(a) and (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 until all Participant Account balances have been distributed pursuant to the terms of the Plan; (ii) a Participant shall continue to be entitled to a distribution of his Plan Account only if he meets the distribution requirements set forth in Article 6 hereof; (iii) the forfeiture provisions of Sections 6.6 and 6.7, and the restrictions set out in Section 6.9 shall

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continue to apply; and (iv) no Participant shall be entitled to a distribution of the Participant’ Plan Account solely as a result of the Plan’s termination in accordance with the terms of this Article IX.

ARTICLE X

FUNDING

10.1 Payments Under This Plan are the Obligation of the Company. The Company shall pay the benefits due the Participants under this Plan; however should it fail to do so when a benefit is due, 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. 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.

10.2 Plan Obligations May be Funded Through 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, 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. 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 and the trust agreement governing the trust. 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 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 must specifically set out these principles so it is clear in that trust agreement that the Participants in this Plan are only unsecured general creditors of the Company in relation to their benefits under this Plan.

10.3 Reversion of Excess Assets. Any adopting Company may, at any time, request the record keeper for the Plan to determine the present Account balance, assuming the Account

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balance to be fully vested and taking into account credits and debits arising from deemed Investment earnings and losses in accordance with Section 4.4 and credited interest pursuant to Section 4.5, as of the month end coincident with or next preceding the request, of all Participants and Beneficiaries of deceased Participants for which the Company is or will be obligated to make payments under this Plan. 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 Account balances of all Participants and Beneficiaries by 25%, any Company may direct the trustee to return to each Company its proportionate part of the assets which are in excess of 125% of the Account balances. Each Company’s share, of the excess assets will be the Participants’ Accounts earned while in the employ of that Company as compared to the total of the Account balances earned by all Participants under the Plan times the excess assets. If there has been a Change of Control, for the purpose of determining if there are excess funds, all contributions made prior to the Change of Control will 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.

10.4 Participants Must Rely Only on General Credit of the Company. It is also specifically recognized by both the Company and the Participants that this Plan is only a general corporate commitment and that each Participant must rely upon the general credit of the Company for the fulfillment of its obligations under this Plan. Under all circumstances the rights of Participants to any asset held by the Company will be no greater than the rights expressed in this Plan. Nothing contained in this Plan will constitute a guarantee by the Company that the assets of the Company shall be sufficient to pay any benefits under this Plan or would place the Participant in a secured position ahead of general creditors of the Company. Though the Company may establish or become a signatory to a Rabbi Trust, as indicated in Section 10.2, to accumulate assets to fulfill its obligations, the Plan and any such trust will not create any lien, claim, encumbrance, right, title or other interest of any kind whatsoever in any Participant in any asset held by the Company, contributed to any such trust or otherwise designated to be used for payment of any of its obligations created in this Plan. No policy or other specific asset of the Company has been or will be set aside, or will in any way be transferred to the trust or will be

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pledged in any way for the performance of the Company’s obligations under this Plan which would remove the policy or asset from being subject to the general creditors of the Company.

ARTICLE XI

MISCELLANEOUS

11.1 Limitation of Rights. Nothing in this Plan shall be construed:

(a) to give any employee of any Company any right to be designated a Participant in the Plan;

(b) to give a Participant any right with respect to the compensation deferred, the Company Match, the deemed Investment earnings and losses, or the interest credited in the Deferred Compensation Ledger except in accordance with the terms of this Plan;

(d) to evidence any agreement or understanding, expressed or implied, that the Company shall employ a Participant in any particular position or for any particular remuneration; or

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

11.2 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.

11.3 Non-alienation of Benefits. No right or benefit provided in this Plan shall be transferable by the Participant except, upon his death, to a named Beneficiary as provided in this Plan. No right or benefit under this Plan shall be subject to anticipation, alienation, sale, assignment, pledge, encumbrance or charge, and any attempt to anticipate, alienate, sell, assign, pledge, encumber, or charge the same will be void. No right or benefit under this Plan shall in any manner be liable for or subject to any debts, contracts, liabilities or torts of the person entitled to

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such benefits. 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, that right or benefit shall, in the discretion of the Committee, cease. 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 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.

11.4 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. 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 independent accountants or other advisors in connection with the administration of this Plan shall be deemed to have been taken in good faith.

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

11.6 Notice. Any notice or filing required or permitted to be given to the Committee or a Participant shall be sufficient if submitted 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.

11.7 Gender and Number. If the context requires it, words of one gender when used in this Plan will include the other genders, and words used in the singular or plural will include the other.

11.8 Governing Law. The Plan shall be construed, administered and governed in all respects by the laws of the State of Texas.

11.9 Effective Date. This Plan will be operative and effective on January 1, 2005.

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11.10 Compliance with Section 409A of the Code. 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. As of the date the Plan is adopted, final Treasury Regulations have not been issued under Section 409A. It is Sysco’s intention that, to the extent that (a) any terms of the Plan conflict with Section 409A, or (b) Section 409A would require alternate or additional Plan provisions in order for the Plan to comply with the requirements of Section 409A, the Plan shall be amended in a manner that complies with the requirements of Section 409A. To that end, once such final Treasury Regulations are issued, Sysco shall conform the Plan to the requirements of Section 409A and the final Treasury Regulations and other interpretive authority promulgated thereunder.

IN WITNESS WHEREOF, the Company has executed this document as of January 1, 2005.


		SYSCO CORPORATION

		By:		/S/ DIANE DAY SANDERS

		Name:		Diane Day Sanders

		Title:		Vice President and Treasurer

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EXHIBIT “A”

SYSCO CORPORATION
EXECUTIVE DEFERRED COMPENSATION PLAN

INVESTMENT OPTIONS

The following are the “Investments” that are available under the Sysco Corporation Executive Deferred Compensation Plan:


Option		Manager
Equity Income Trust		T. Rowe Price Associates, Inc.
500 Index B Trust		MFC Global Investment Management
Mid-Value Trust		T. Rowe Price Associates, Inc.
Overseas Equity Trust		Capital Guardian Trust Company
Small Cap Value Trust		Wellington Management Company LLC
Brandes International Equity Fund		Brandes Investment Partners, LP
Frontier Capital Appreciation		Frontier Capital Management Company, LLC
Bond Index B Trust		Declaration Management & Research LLC

Default Investment

Moody’s Average Corporate Bond Yield, plus 1%, as described in the definition of Default Investment.

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EX-10.E 4 h32836exv10we.htm 2005 BOARD OF DIRECTORS DEFERRED COMPENSATION PLAN exv10we

Exhibit 10(e)

SYSCO CORPORATION
2005 BOARD OF DIRECTORS DEFERRED COMPENSATION PLAN

Effective January 1, 2005

SYSCO CORPORATION
2005 BOARD OF DIRECTORS DEFERRED COMPENSATION PLAN

TABLE OF CONTENTS


			Page
ARTICLE I		DEFINITIONS	2
ARTICLE II		ELIGIBILITY	7
ARTICLE III		DEFERRAL	8
	3.1	Election to Defer	8
	3.2	Failure to Elect	8
	3.3	Revocation or Change of Election	8
	3.4	Timing and Form of Election	8
ARTICLE IV		ACCOUNT	9
	4.1	Establishing a Participant’s Account	9
	4.2	Credit of the Participant’s Deferral	9
	4.3	Deemed Investments	9
	4.4	Procedure to Credit/Debit Interest, Earnings, or Losses Upon an Event of Distribution	10
ARTICLE V		VESTING	12
ARTICLE VI		DISTRIBUTIONS	13
	6.1	Form and Time of Distribution	13
	6.2	Death/Beneficiary Designation	14
	6.3	Termination Distributions	15
	6.4	Hardship Withdrawals	15
	6.5	Payments upon Income Inclusion Under Section 409A	15
	6.6	Expenses Incurred in Enforcing the Plan	16
	6.7	Responsibility for Distributions and Withholding of Taxes	16
ARTICLE VII		ADMINISTRATION	17
	7.1	Committee Appointment	17
	7.2	Committee Organization and Voting	17
	7.3	Powers of the Committee	17
	7.4	Committee Discretion	18
	7.5	Reimbursement of Expenses	18
	7.6	Indemnification.	18
ARTICLE VIII		AMENDMENT AND/OR TERMINATION	19
	8.1	Amendment or Termination of the Plan	19
	8.2	No Retroactive Effect on Account	19
	8.3	Effect of Termination	19

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TABLE OF CONTENTS
(continued)


			Page
ARTICLE IX		FUNDING	21
	9.1	Payments Under This Plan Are the Obligation of Sysco	21
	9.2	Plan Obligations May Be Funded Through Rabbi Trust	21
	9.3	Reversion of Excess Assets	21
	9.4	Participants Must Rely Only on General Credit of Sysco	21
ARTICLE X		MISCELLANEOUS	23
	10.1	Limitation of Rights	23
	10.2	Distributions to Incompetents or Minors	23
	10.3	Nonalienation of Benefits	23
	10.4	Reliance Upon Information	23
	10.5	Severability	24
	10.6	Notice	24
	10.7	Gender and Number	24
	10.8	Governing Law	24
	10.9	Effective Date	24
	10.10	Compliance with Section 409A	24

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SYSCO CORPORATION 2005

BOARD OF DIRECTORS DEFERRED COMPENSATION PLAN

WHEREAS, Sysco Corporation sponsors and maintains the Second, Amended and Restated Sysco Corporation Board of Directors Deferred Compensation Plan (the “Pre-2005 Plan”) to provide the non-employee directors of Sysco Corporation the opportunity to defer the receipt of some or all of their directors fees; and

WHEREAS, Section 409A of the Code (and the proposed regulations and other interpretive authority promulgated thereunder) provides that, with respect to compensation that was earned, deferred, and vested prior to January 1, 2005 under plans (such as the Pre-2005 Plan) that were in effect on or prior to October 3, 2004, plan provisions that would not otherwise comply with Section 409A of the Code may nonetheless be retained with respect to such compensation, provided that such plans are not materially modified after October 3, 2004; and

WHEREAS, the members of the Board of Directors of Sysco Corporation who are not eligible, by virtue of their employment with Sysco Corporation, to participate in the Pre-2005 Plan have determined that it is in the best interests of Sysco Corporation and its non-employee directors to retain the provisions of the Pre-2005 Plan with respect to compensation that was earned, vested, and deferred prior to January 1, 2005, to avoid any material modification of the Pre-2005 Plan, and to adopt, effective January 1, 2005, a new non-employee directors deferred compensation plan that complies with Section 409A of the Code with respect to compensation that is earned, deferred, or vested on or after January 1, 2005.

NOW, THEREFORE, Sysco Corporation hereby adopts the Sysco Corporation 2005 Board of Directors Deferred Compensation Plan as follows:

ARTICLE I

DEFINITIONS

Account. “Account” means a Participant’s Account in the Deferred Compensation Ledger maintained by the Committee which reflects the entire interest of the Participant in the Plan. Each Account shall reflect the Participant’s compensation deferred under this Plan, as adjusted herein for deemed Investment earnings and losses and credited interest.

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.

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

Business Day. “Business Day” means any day on which the New York Stock Exchange is open for trading.

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, for purposes of this definition, 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 subparagraphs (c)(i), (c)(ii) and (c)(iii) of this definition;

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, 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.

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

Committee. “Committee” means the persons who are from time to time serving as Chairman of the Board, President, Secretary, and Treasurer of Sysco. These persons shall constitute the members of the committee administering this Plan.

Default Distribution Option. “Default Distribution Option” shall have the meaning set forth in Section 6.1(c).

Deferred Compensation Ledger. “Deferred Compensation Ledger” means the ledger maintained by the Committee for each Participant which reflects the amount of the Participant’s compensation deferred under this Plan, the credits and debits for deemed Investment earnings and losses pursuant to Section 4.3, interest credited pursuant to Section 4.4, and cash distributed to the Participant or the Participant’s Beneficiaries pursuant to Article VI.

Eligibility Date. “Eligibility Date” means the date as of which a member of the Board of Directors is first eligible to participate in the Plan. A member of the Board of Directors shall be notified of his Eligibility Date by the Committee or its designee.

Fair Market Value. “Fair Market Value” means, with respect to any Investment, the closing price on the date of reference, or if there were no sales on such date, then the closing price on the nearest preceding day on which there were such sales, and in the case of an unlisted security, the mean between the bid and asked prices on the date of reference, or if no such prices are available for such date, then the mean between the bid and asked prices on the nearest preceding day for which such prices are available. With respect to any Investment which reports “net asset values” or similar measures of the value of an ownership interest in the Investment, Fair Market Value shall mean such closing net asset value on the date of reference, or if no net asset value was reported on such date, then the net asset value on the nearest preceding day on which such net asset value was reported. For any Investment not described in the preceding sentences, Fair Market Value shall mean the value of the Investment as determined by the Committee in its reasonable judgment on a consistent basis, based upon such available and relevant information as the Committee determines to be appropriate.

Fixed Interest Option. “Fixed Interest Option” shall have the meaning set forth in Section 4.3(d).

Installment Distribution Option. “Installment Distribution Option” shall have the meaning set forth in Section 6.1(b)(ii).

Investment. “Investment” means the options set forth in Exhibit “A” attached hereto, as the same may be amended from time to time by the Committee in its sole and absolute discretion.

Lump Sum Distribution Option. “Lump Sum Distribution Option” shall have the meaning set forth in Section 6.1(b)(i).

Participant. “Participant” means a member of the Board of Directors of Sysco who is not otherwise employed by Sysco or a Subsidiary, and any former member the Board of Directors of Sysco who is eligible to participate in the Plan or who has an Account in the Deferred Compensation Ledger.

Plan. “Plan” means the Sysco Corporation 2005 Board of Directors Deferred Compensation Plan, as set forth in this document and amended from time to time.

Plan Year. “Plan Year” means the calendar year. The Plan’s first Plan Year shall be the 2005 calendar year.

Section 409A. “Section 409A” means Section 409A of the Code. References herein to “Section 409A” shall also include any regulatory and other interpretive guidance promulgated under Section 409A of the Code.

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

Subsequent Elections. “Subsequent Elections” shall have the meaning set forth in Section 6.1(a).

Sysco. “Sysco” means Sysco Corporation.

Termination. “Termination” means a Participant’s retirement, resignation, or removal from the Board of Directors for any reason.

Termination Investment Election. “Termination Investment Election” shall have the meaning set forth in Section 4.3(d).

Treasury Regulations. “Treasury Regulations” means the Federal Income Tax Regulations, and, to the extent applicable, any Temporary or Proposed Regulations promulgated under the Code, as such regulations may be amended from time to time (including the corresponding provisions of succeeding regulations).

Trust. “Trust” means any trust created by separate agreement as permitted by Section 9.2 of this Plan.

Unforeseeable Emergency. “Unforeseeable Emergency” shall have the meaning set forth in Section 6.4.

Variable Investment Option. “Variable Investment Option” shall have the meaning set forth in Section 4.3(d).

ARTICLE II

ELIGIBILITY

All members of the Board of Directors who are not otherwise employed by Sysco or a Subsidiary shall be eligible to participate in this Plan.

ARTICLE III

DEFERRAL

3.1 Election to Defer. Each Participant may elect to defer under this Plan a percentage of his Director’s fees in any 10% increment which is not less than 20% nor more than 100% of his Director’s fees. Generally, the election to defer is effective only if received by the Committee in proper form prior to the beginning of the Plan Year or Years for which it is to be applicable; once a Plan Year has commenced, the election to defer shall be irrevocable for that Plan Year. Notwithstanding the foregoing provisions of this Section 3.1 to the contrary, with respect to the first Plan Year during which a Participant becomes eligible to participate in the Plan, the Participant’s election to defer may be made, with respect to Director’s fees for services to be performed subsequent to the election, within 30 days after the Participant’s Eligibility Date.

3.2 Failure to Elect. If the Participant fails to provide his election to the Committee in proper form prior to (i) with respect to the initial Plan Year of a Participant’s Plan eligibility, the 31^st day following the Participant’s Eligibility Date, and (ii) with respect to Plan Years after a Participant’s initial year of Plan eligibility, the beginning of a Plan Year for which no prior election is effective, the Participant shall be deemed to have elected not to defer any portion of his Director’s fees for that Plan Year.

3.3 Revocation or Change of Election. Each Participant shall have the right to revoke or change any prior continuing election to defer a portion or all of his Director’s fees; provided, however, that any such revocation or change of election shall be effective only on a prospective basis beginning with Director’s fees earned during the Plan Year next following the Plan Year during which the Committee receives the revocation or change in proper form. Notwithstanding anything to the contrary contained herein, if a Participant receives a hardship withdrawal pursuant to Section 6.4, the Participant may elect to cancel his deferral election in effect for such calendar year. Such cancellation election shall be made in writing by the Participant in such form as the Committee determines from time to time, and any subsequent deferral elections shall be subject to the requirements of the first sentence of Section 3.1.

3.4 Timing and Form of Election. The Committee shall have the right to make such rules and regulations regarding the election, revocation, or change of election to defer as are not inconsistent with the requirements of Sections 3.1, 3.2, and 3.3 or Section 409A, including establishing election periods, forms for elections, and all other pertinent matters.

ARTICLE IV

ACCOUNT

4.1 Establishing a Participant’s Account. The Committee shall establish an Account for each Participant in a special Deferred Compensation Ledger which shall be maintained by Sysco. Each Account shall reflect the entire interest of the Participant in the Plan.

4.2 Credit of the Participant’s Deferral. The Committee shall credit the amount of a Participant’s deferral to the Participant’s Account in the Deferred Compensation Ledger on the same day that such amount would have been paid to the Participant but for the deferral which was elected.

4.3 Deemed Investments. The credit balance of the Participant’s Account in the Deferred Compensation Ledger shall be deemed invested and reinvested from time to time in such Investments as shall be designated by the Participant in accordance with the following:

(a) Upon commencement of participation in the Plan, each Participant shall make a designation of the Investments in which his Account will be deemed invested. The Investments designated by a Participant shall be deemed to have been purchased on the date on which the Participant’s deferrals are credited to the Participant’s Account, or if such date is not a Business Day, on the first Business Day following such date. If a Participant has not made a designation of Investments in which his Account will be deemed invested, the credit balance of the Participant’s Account shall be deemed to be invested in the Default Investment.

(b) At such times and under such procedures as the Committee shall designate, each Participant shall have the right to change (i) the existing Investments in which the Participant’s Account is deemed invested by treating a portion of the existing Investments in the Participant’s Account as having been sold and the new Investments purchased; and (ii) the Investments which are deemed to be purchased with future credits to the Participant’s Account.

(c) In the case of any deemed purchase of an Investment, the Participant’s Account shall be decreased by a dollar amount equal to the number of units of such Investment treated as purchased multiplied by the per unit net asset value of such Investment as of such date or, if such date is not a Business Day, on the first Business Day following such date, and shall be increased by the number of units of such Investment treated as purchased. In the case of any deemed sale of an Investment, the Participant’s Account shall be decreased by the number of units of Investment treated as sold, and shall be increased by a dollar amount equal to the number of units of such Investment treated as sold multiplied by the per unit net asset value of such Investment as of such date or, if such date is not a Business Day, on the first Business Day following such date.

(d) If a Participant’s Termination occurs on or after January 1, 2006 and the Participant has elected to receive any portion of the Participant’s distribution under Section 6.3 (upon Termination) pursuant to the Installment Distribution Option, with respect such portion, the Participant may elect (the “Termination Investment Election”) either (i) to have interest credited to the declining balance of such portion of the Participant’s Account at a fixed rate determined pursuant to Section 4.4(b)(ii) (the “Fixed Interest Option), or (ii) to have the Participant’s designation of deemed Investments (which deemed Investments may continue to be changed pursuant to Section 4.3(b)) remain in effect throughout the period of distribution (the “Variable Investment Option”); provided, however, that if the Participant dies during the period of distribution, such Participant’s designation of deemed Investments shall be terminated and such Participant’s Account shall be deemed invested in the Default Investment. A Participant shall make his or her Retirement Investment Election at such time and in such form as determined by the Committee. If the Committee does not receive a Participant’s Retirement Investment Election in the period prescribed by the Committee, the Participant shall be deemed to have elected the Fixed Interest Option. Once a Participant has made a Retirement Investment Election (or is deemed to have made a Retirement Investment Election) such election is irrevocable. Following the Participant’s Termination, interest or deemed Investment earnings or losses, as the case may be, shall be credited or debited to the Participant’s Account in accordance with Section 4.4.

(e) In no event shall Sysco be under any obligation, as a result of any designation of Investments made by Participants, to acquire any Investment assets, it being intended that the designation of any Investment shall only affect the determination of amounts ultimately paid to a Participant.

(f) In determining the amounts of all debits and credits to the Participant’s Account, the Committee shall exercise its reasonable best judgment, and all such determinations (in the absence of bad faith) shall be binding upon all Participants and their Beneficiaries. If an error is discovered in the Participant’s Account, the Committee, in its sole and absolute discretion, shall cause appropriate, equitable adjustments to be made as soon as administratively practicable following the discovery of such error or omission.

4.4 Procedure to Credit/Debit Interest, Earnings, or Losses Upon an Event of Distribution.

(a) Distributions Upon Termination under the Variable Investment Option. If a Participant is entitled to receive a distribution pursuant to Section 6.3 (upon Termination) and elects the Variable Investment Option under Section 4.3(d)(ii), the declining balance of the portion of the Participant’s Account to which this Section 4.4(a) applies shall continue to be credited or debited with Investment earnings or losses (including interest credited at the investment return of the Default Investment, if that Investment option is selected) for the period beginning on the day following the day on which the event giving rise to the distribution occurs and continuing until the final installment distribution is paid. The amount of deemed Investment earnings or losses credited or debited to the Participant’s Account shall be determined by the Committee in accordance with Section 4.3(f)

(b) Distributions Upon Death, or Termination. If a Participant or a Participant’s Beneficiaries are entitled to receive a distribution pursuant to Section 6.2 (upon death), or Section 6.3 (upon Termination) unless the Participant elected the Variable Investment Option under Section 4.3(d)(ii), interest or deemed Investment earnings or losses shall be credited or debited to the portion of the Participant’s Account subject to this Section 4.4(b) in accordance with this Section 4.4(b).

(i) Crediting/Debiting of Interest or Deemed Investment Earnings or Losses Prior to Commencement of Distributions. The Participant’s Account shall continue to be credited or debited with Investment earnings or losses until, (A) for events giving rise to a distribution that occur before January 1, 2006, the date of the event giving rise to the distribution, or (B) for events giving rise to a distribution that occur on or after January 1, 2006, the later to occur of (x) the date of the event giving rise to the distribution; or (y) the last day of the month preceding the month in which distributions will commence (the “Conversion Date”) at which time the deemed Investments in the Participant’s Account shall be treated as sold and credited with a dollar value in accordance with Section 4.3(c). After such date, there shall be no additional credits or debits to the Participant’s Account under this Plan for deemed Investment earnings or losses. Notwithstanding the foregoing, the Participant’s Account shall be credited with interest, at the rate of the Default Investment, for the period beginning on the Conversion Date and ending on the day immediately before the date on which distribution payments commence.

(ii) Crediting of Interest or Deemed Investment Earnings After Commencement of Installment Distributions. With respect to distributions subject to this Section 4.4(b), if any portion of a Participant’s Account is to be paid pursuant to the Installment Distribution Option, interest shall be credited to the declining balance of the portion of the Participant’s Account subject to this Section 4.4(b)(ii) beginning on the day on which distributions commence and continuing until the final installment distribution is paid. The interest crediting rate for purposes of this Section 4.4(b)(ii) shall be the investment return of the Default Investment for the last calendar year ending prior to the event giving rise to the distribution; provided however, that for events occurring on or after January 1, 2006 that give rise to a distribution, the interest crediting rate hereunder shall be the per annum interest rate equal to the sum of (x) the monthly average of the Moody’s Average Corporate Bond Yield (determined by dividing the sum of the Corporate Bond Yield Averages for each month, as published in Moody’s Bond Survey, by the number of months in the calculation period) for the period described in (i) or (ii) that produces the higher rate: (i) the six-month period ending on the last day of the month that is two months prior to the month during which distributions are to commence, or (ii) the twelve-month period ending on the last day of the month that is two months prior to the month during which distributions are to commence, plus (y) 1%.

ARTICLE V

VESTING

The amount credited to a Participant’s Account attributable to deferrals of Director’s fees, adjusted for interest and deemed Investment earnings and losses pursuant to Sections 4.3 and 4.4, shall be 100% vested at all times.

ARTICLE VI

DISTRIBUTIONS

6.1 Form and Time of Distribution.

(a) Election, Revocation, or Change of Election of the Form of Distribution. Each Participant shall have the right to elect, to revoke, or to change any prior election of the form of distribution at the time and under the rules established by the Committee, which rules shall include the provisions of this Article VI. A Participant may elect different forms of distribution, as specified in Section 6.1(b), with respect to the distribution options described in Sections 6.2 (death) and 6.3 (Termination). The initial election of form of distribution with respect to a particular distribution event, if received by the Committee in proper form prior to or concurrent with the time a Participant first makes an election to defer Director’s fees under this Plan, shall become effective upon receipt, and shall become irrevocable at the time a Participant first makes an election to defer Director’s fees under this Plan. Any election of form of distribution or revocations or changes of election of form of distribution with respect to a distribution event that a Participant makes after he first makes an election to defer Director’s fees under this Plan (such elections, revocations, and changes are referred to collectively herein as “Subsequent Elections”) shall be effective only if the Subsequent Election is received by the Committee in proper form at least one (1) year prior to the occurrence of the event giving rise to the distribution to which such Subsequent election applies. During the one-year period after a Subsequent Election is received by the Committee, the Participant’s last effective election, revocation, or change shall remain in force with respect to such distribution event. In addition, with respect to distributions resulting from the Participant’s Termination, the first payment pursuant to such Subsequent Election may not be made within the five (5) year period commencing on the date such payment would have been made or commenced under the last effective election, revocation, or change made by the Participant. Notwithstanding the foregoing provisions of this Section 6.1(a), at such time as the Committee shall determine, but no later than December 31, 2006, a Participant may make a Subsequent Election to change the form of distribution of a Participant’s Account, and such Subsequent Election shall be immediately effective, provided that a Subsequent Election made during calendar year 2006 may not (i) apply to any amount that would otherwise be payable during calendar year 2006, or (ii) otherwise cause an amount to be paid in calendar year 2006 that would not otherwise be payable in such calendar year.

(b) Form of Distribution Options Available. The distribution options that may be selected by Participants are as follows:

(i) a lump-sum payment (the “Lump-Sum Distribution Option”) to the Participant or the Participant’s Beneficiaries of the Participant’s Account in the Deferred Compensation Ledger;

(ii) equal quarterly or annual (as elected by the Participant) installment payments to the Participant or the Participant’s Beneficiaries of principal and interest for a period of up to 20 years (as elected by the Participant) (the “Installment Distribution Option”); provided, however, if a Participant is entitled to receive a distribution pursuant to Section 6.3 (upon Termination) and elects the Variable Investment Option under Section 4.3(d)(ii), each installment payment amount during the period of distribution (as selected by the Participant) shall be determined as the result of a calculation, to be performed as soon as administratively practicable before the date on which the installment payment is to be made, where (A) is divided by (B); and

(A) equals the remaining value of the Participant’s Account in the Deferred Compensation Ledger as of the date of such calculation; and

(B) equals the remaining number of installment payments.

(iii) a combination of the Lump-Sum Distribution Option and the Installment Distribution Option, whereby a portion of the Participant’s Account in the Deferred Compensation Ledger is distributed in part pursuant to the Lump-Sum Distribution Option, and the balance of the Account is distributed pursuant to the Installment Distribution Option.

(c) Default Distribution Option. If a Participant does not have an effective election as to form of distribution on file with the Committee at the time distributions to such Participant are to commence, the Participant shall be conclusively deemed to have elected to receive the balance of the Participant’s Account pursuant to the Installment Distribution Option annually over a period of ten (10) years (the “Default Distribution Option”).

(d) Payment of Amounts less than $30,000. Notwithstanding any other provision of this Plan, if a Participant’s account balance is less than $30,000 on the date installment distributions to such Participant hereunder would otherwise commence, the distribution shall be made in one lump sum.

(e) Commencement of Distributions. Distributions pursuant to this Section 6.1 shall commence as soon as administratively feasible after the occurrence of the event giving rise to the distribution, but not later than 90 days after the event giving rise to the distribution, provided that, in the case of the death of the Participant, distributions shall not commence within the 30-day period following the

Participant’s death, provided further, that, in the case of a Participant who has made a Subsequent Election, distributions shall not commence earlier than the time prescribed by Section 6.1(a).

6.2 Death/Beneficiary Designation. Upon the death of a Participant, the Participant’s Beneficiary or Beneficiaries shall receive, at the time and in the manner provided in Section 6.1, the balance then credited to the Participant’s Account in the Deferred Compensation Ledger. Each Participant, at the time of making his initial deferral election, must file with the Committee a designation of one or more Beneficiaries to whom distributions otherwise due the Participant shall be made in the event of his death prior to the complete distribution of the amount credited to his Account in the Deferred Compensation Ledger. The designation shall be effective upon receipt by the Committee of a properly executed form which the Committee has approved for that purpose. The Participant may from time to time revoke or change any designation of Beneficiary by filing another approved Beneficiary designation form with the Committee. If there is no valid designation of Beneficiary 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 entities, 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 30 days after 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 amounts due the Beneficiary from the Participant’s Account, the balance of the amount which would have been paid to that Beneficiary shall, unless the Participant’s designation provides otherwise, be distributed to the individual deceased Beneficiary’s estate or, in the case of a Beneficiary which is an entity, to the Participant’s spouse, if the spouse survives the Participant, or otherwise to the Participant’s estate. Any Beneficiary designation which designates any person or entity other than the Participant’s spouse must be consented to in writing by the Participant’s spouse in a form acceptable to the Committee in order to be effective.

6.3 Termination Distributions . Upon the Participant’s Termination, the Participant shall receive, at the time and in the manner provided in Section 6.1, the amount credited to the Participant’s Account in the Deferred Compensation Ledger.

6.4 Hardship Withdrawals. Any Participant may request a hardship withdrawal to satisfy an “Unforeseeable Emergency.” No hardship withdrawal can exceed the lesser of the amount credited to the Participant’s Account or the amount reasonably needed to satisfy the Unforeseeable Emergency. Whether an Unforeseeable Emergency exists and the amount reasonably needed to satisfy such emergency shall be determined by the Committee based upon the evidence presented by the Participant and the rules established in this Section 6.4. If a hardship withdrawal is approved by the Committee, it shall be paid within 10 days of the Committee’s determination. For purposes of this Plan, an Unforeseeable Emergency means: (a) a severe financial hardship to the Participant resulting from an illness or accident of the Participant or of

a dependent (as defined in Section 152(a) of the Code) of the Participant, (b) the loss of the Participant’s property due to casualty, or (c) another similar extraordinary and unforeseeable circumstance arising as a result of events beyond the control of the Participant. The circumstances that constitute a hardship shall depend upon the facts of each case, but, in any case, amounts distributed with respect to an Unforeseeable Emergency shall not exceed the amount necessary to satisfy such emergency plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent to which such emergency is or may be relieved: (i) through reimbursement or compensation by insurance or otherwise, (ii) by liquidation of the Participant’s assets, to the extent the liquidation of such assets will not itself cause severe financial hardship, or (iii) by additional compensation that may be available to such Participant by reason of a cancellation of deferrals under Section 3.3 of this Plan. Foreseeable needs for funds, such as the need to send a Participant’s child to college or the desire to purchase a home, shall not be considered to be an Unforeseeable Emergency.

6.5 Payments upon Income Inclusion Under Section 409A. It is intended that the provisions of this Plan shall comply with the requirements of Section 409A; however, if it is determined that the provisions of this Plan do not comply with the requirements of Section 409A and a Participant is required to include in income amounts otherwise deferred under this Plan, the Participant shall be entitled, upon request, to receive a distribution not to exceed the amount required to be included in income as a result of the failure of the Plan to meet the requirements of Section 409A. Amounts distributable pursuant to this Section 6.5 shall be distributed as soon as administratively feasible, but no later than ninety (90) days after the date of the determination that the Plan does not comply with the requirements of Section 409A.

6.6 Expenses Incurred in Enforcing the Plan. Sysco will, in addition, pay a Participant for all legal fees and expenses incurred by him in contesting or disputing his removal from the Board of Directors or in seeking to obtain or enforce any benefit provided by this Plan if the removal occurs in the Plan Year in which a Change of Control occurs or during the next three succeeding Plan Years following the Plan Year in which a Change of Control occurs.

6.7 Responsibility for Distributions and Withholding of Taxes. The Committee shall furnish information to Sysco concerning the amount and form of distribution to any Participant entitled to a distribution so that Sysco may make or cause the Trust to make the distribution required. The Committee shall also calculate the deductions from the amount of the benefit paid under the Plan for any taxes required to be withheld by federal, state, or local government and shall cause them to be withheld.

ARTICLE VII

ADMINISTRATION

7.1 Committee Appointment. The Committee shall be comprised of the Chairman of the Board of Directors, the President, the Secretary, and the Treasurer of Sysco. The Board of Directors or its

designee shall have the sole discretion to remove any one or more Committee members and to appoint one or more replacement or additional Committee members from time to time.

7.2 Committee Organization and Voting. The Committee shall select from among its members a chairman to preside at all of its meetings and shall elect a secretary without regard to whether that person is a member of the Committee. The secretary shall keep all records, documents, and data pertaining to the Committee’s supervision and administration of the Plan. A majority of the members of the Committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members present at any meeting shall decide any question brought before the meeting. In addition, the Committee may decide any question by vote, taken without a meeting, of a majority of its members. A member of the Committee who is also a Participant shall not vote or act on any matter relating solely to himself.

7.3 Powers of the Committee. The Committee shall have the exclusive responsibility for the general administration of the Plan according to the terms and provisions of the Plan 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;

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

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

(d) to designate the persons eligible to become Participants;

(e) to determine all controversies relating to the administration of the Plan, including but not limited to:

(i) differences of opinion arising between Sysco and a Participant, 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 shall be decided by judicial action; and

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

(f) to delegate by written notice any Plan administration duties of the Committee to such individual members of the Committee, individual employees of Sysco, or groups of employees of Sysco, as the Committee determines to be necessary or advisable to properly administer the Plan; and

(g) to designate the investment options treated as Investments for purposes of this Plan.

7.4 Committee Discretion. The Committee, in exercising any power or authority granted under this Plan or in making any determination under this Plan, shall perform or refrain from performing those acts pursuant to such authority, using its sole discretion and judgment. By way of amplification and without limiting the foregoing, Sysco specifically intends that the Committee have the greatest possible discretion to construe the terms of the Plan and to determine all questions concerning eligibility, participation, and benefits. Any decision made by the Committee or any refraining to act or any act taken by the Committee in good faith shall be final and binding on all parties. The Committee’s decision shall never be subject to de novo review. Notwithstanding the foregoing, the Committee’s decisions, refraining to act or acting is to be subject to judicial review for those incidents occurring during the Plan Year in which a Change of Control occurs and during the next three succeeding Plan Years.

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

ARTICLE VIII

AMENDMENT AND/OR TERMINATION

8.1 Amendment or Termination of the Plan. The members of the Board of Directors who are not eligible to participate in the Plan may amend or terminate this Plan at any time by an instrument in writing.

8.2 No Retroactive Effect on Account. Absent a Participant’s prior consent, no amendment shall affect the rights of such Participant to the amounts then standing to his credit in his Account in the Deferred Compensation Ledger, to change the method of calculating Investment earnings and losses already accrued prior to the date of the amendment, or to change a Participant’s rights under any provision relating to a Change of Control after a Change of Control has occurred. However, the members of the Board of Directors who are not eligible to participate in the Plan shall retain the right at any time to change in

any manner the method of calculating Investment earnings and losses effective from and after the date of the amendment if it has been announced to the Participants.

8.3 Effect of Termination. Upon termination of the Plan, the following provisions of this Section 8.3 shall apply:

(a) No additional amounts shall be credited to any Participant’s Account in the Deferred Compensation Ledger, to the extent that such amounts relate to Director’s fees earned on or after the effective date of the Plan’s termination.

(b) The Committee or its designee may, in its sole discretion, authorize distributions of the balance of the Participant’s Account in the Deferred Compensation Ledger to Participants as a result of the Plan’s termination, provided that:

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

(iii) The remaining balances of all Participants’ Accounts after distributions pursuant to Section 8.3(b)(ii), are distributed within twenty-four (24) months of the termination of the Plan; and

(iv) Sysco does not adopt a new deferred compensation arrangement at any time within five (5) 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 if the Participant participated in this Plan and the new arrangement.

(c) Except as otherwise provided in Section 8.3(a) and 8.3(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 amounts credited the Participant’s Account in the Deferred Compensation Ledger 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, and (iii) no Participant shall be entitled to a distribution of his Account solely as a result of the Plan’s termination in accordance with the provisions of this Article VIII.

ARTICLE IX

FUNDING

9.1 Payments Under This Plan Are the Obligation of Sysco. Sysco shall pay the benefits due the Participants under this Plan; however, should it fail to do so when a benefit is due, the benefit shall be paid by the trustee of that certain trust established pursuant to Section 9.2. In any event, if the Trust fails to pay for any reason, Sysco shall remain liable for the payment of all benefits provided by this Plan.

9.2 Plan Obligations May Be Funded Through Rabbi Trust. It is specifically recognized by both Sysco and the Participants that Sysco may, but is not required to, contribute any amount it finds desirable to a so-called “Rabbi Trust,” established to accumulate assets to fund the obligations of Sysco under this Plan. However, 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 and the trust agreement governing the Trust. Nothing contained in any trust agreement which creates any funding trust or trusts shall constitute a guarantee by Sysco that assets of Sysco transferred to that trust or those trusts shall be sufficient to pay any benefits under this Plan or would place the Participant in a secured position ahead of general creditors should Sysco become insolvent or bankrupt. Any trust agreement prepared to fund Sysco’s obligations under the Plan must specifically set out these principles so it is clear in that trust agreement that the Participants in this Plan are only unsecured general creditors of Sysco in relation to their benefits under this Plan.

9.3 Reversion of Excess Assets. Sysco may at any time request the record keeper for the Plan to determine the present Account balance, taking into account credits and debits arising from the deemed Investment earnings and losses in accordance with Section 4.3 and interest credited pursuant to Section 4.4, as of the month end coincident with or next following the request, of all Participants and Beneficiaries of deceased Participants for which Sysco is or will be obligated to make payments under this Plan. 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 accrued benefits of all Participants and Beneficiaries by 25%, Sysco may direct the trustee to return to it all of the excess funds. However, if there has been a Change of Control, for the purpose of determining if there are excess funds, 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.

9.4 Participants Must Rely Only on General Credit of Sysco. It is also specifically recognized by both Sysco and the Participants that this Plan is only a general corporate commitment and that each Participant must rely upon the general credit of Sysco for the fulfillment of its obligations hereunder. Under all circumstances the rights of Participants to any asset held by Sysco shall be no greater than the rights expressed in this Plan. Nothing contained in this Plan shall constitute a guarantee by Sysco that the assets of Sysco will be sufficient to pay any benefits under this Plan or would place the Participant in a secured position ahead of general creditors of Sysco. Though Sysco has established and may fund a Rabbi Trust,

as indicated in Section 9.2, to accumulate assets to fulfill its obligations, the Plan and any such trust shall not create any lien, claim, encumbrance, right, title or other interest of any kind whatsoever in any Participant in any asset held by Sysco, contributed to any such trust or otherwise designated to be used for payment of any of its obligations created in this Plan. No specific assets of Sysco have been or will be set aside, or will in any way be transferred to any trust or will be pledged in any way for the performance of Sysco’s obligations under this Plan which would remove such assets from being subject to the general creditors of Sysco.

ARTICLE X

MISCELLANEOUS

10.1 Limitation of Rights. Nothing in this Plan shall be construed:

(a) to give any member of the Board of Directors any right to be designated a Participant in the Plan;

(b) to give a Participant any right with respect to the fee or compensation deferred, the deemed Investment earnings and losses, or the interest credited in the Deferred Compensation Ledger, except in accordance with the terms of this Plan;

(d) to evidence any agreement or understanding, expressed or implied, that Sysco shall retain a Participant as a member of the Board of Directors for any particular remuneration; or

(e) to give a Participant or any other person claiming through him any interest or right under this Plan other than that of any unsecured general creditor of Sysco.

10.2 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.

10.3 Nonalienation of Benefits. No right or benefit provided in this Plan shall be transferable by the Participant except, upon his death, to a named Beneficiary as provided in this Plan. No right or benefit under this Plan shall be subject to anticipation, alienation, sale, assignment, pledge, encumbrance or charge, and any attempt to anticipate, alienate, sell, assign, pledge, encumber, or charge the same shall be void. No right or benefit under this Plan shall in any manner be liable for or subject to any debts, contracts,

liabilities or torts of the person entitled to such benefits. 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, that right or benefit shall, in the discretion of the Committee, cease. In that event, the Committee may have Sysco 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 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.

10.4 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. Without limiting the generality of the foregoing, any decision or action taken by the Committee when it relies upon information supplied to it by any officer of Sysco, Sysco’s legal counsel, Sysco’s independent accountants, or other advisors in connection with the administration of this Plan shall be deemed to have been taken in good faith.

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

10.6 Notice. Any notice or filing required or permitted to be given to the Committee or a Participant shall be sufficient if submitted in writing and hand-delivered or sent by U.S. mail to the principal office of Sysco 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.

10.7 Gender and Number. If the context requires it, words of one gender when used in this Plan shall include the other, and words used in the singular or plural shall include the other.

10.8 Governing Law. The Plan shall be construed, administered, and governed in all respects by the laws of the State of Texas.

10.9 Effective Date. This Plan shall be operative and effective on January 1, 2005.

10.10 Compliance with Section 409A.

(b) Amendment for Compliance with Section 409A. As of the date the Plan is adopted, final Treasury Regulations have not been issued under Section 409A. It is Sysco’s intention

that, to the extent that (i) any terms of the Plan conflict with Section 409A, or (ii) Section 409A would require alternate or additional Plan provisions in order for the Plan to comply with the requirements of Section 409A, the Plan shall be amended in a manner that complies with the requirements of Section 409A. To that end, once such final Treasury Regulations are issued, Sysco shall conform the Plan to the requirements of Section 409A and the final Treasury Regulations and other interpretive authority promulgated thereunder.

IN WITNESS WHEREOF, Sysco has executed this document as of January 1, 2005.


		SYSCO CORPORATION

		By: /S/ DIANE DAY SANDERS

		Name: Diane Day Sanders
		Title: Sr. Vice President, Finance and Treasurer

EXHIBIT “A”

SYSCO CORPORATION

BOARD OF DIRECTORS DEFERRED COMPENSATION PLAN

INVESTMENT OPTIONS

The following are the “Investments” that are available under the Sysco Corporation 2005 Board of Directors Deferred Compensation Plan:


Options		Manager
Equity Income Trust		T. Rowe Price Associates, Inc.
500 Index B Trust		MFC Global Investment Management
Mid-Value Trust		T. Rowe Price Associates, Inc.
Overseas Equity Trust		Capital Guardian Trust Company
Small Cap Value Trust		Wellington Management Company LLC
Brandes International Equity Fund		Brandes Investment Partners
Frontier Capital Appreciation		Frontier Capital Management Company, LLC
Bond Index B Trust		Declaration Management & Research LLC

Default Investment

Moody’s Average Corporate Bond Yield, plus 1%, as described in the Plan’s Default Investment definition.

EX-10.H 5 h32836exv10wh.htm FORM OF CHIEF EXECUTIVE OFFICER 2006 SUPPLEMENTAL PERFORMANCE-BASED BONUS AGREEMENT exv10wh

Exhibit 10(h)

FISCAL YEAR
SUPPLEMENTAL PERFORMANCE-BASED BONUS AGREEMENT

Adopted Effective

This Fiscal Year Supplemental Performance-Based Bonus Agreement (the “Agreement”) was adopted by the Committee pursuant to the Sysco Corporation 2004 Supplemental Performance-Based Plan (the “Plan”), and agreed to by the Company and CEO effective . This Agreement is for the Fiscal Year ending (the “Fiscal Year”). Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Plan.

1. Establishment of Performance Goals. CEO and the Company hereby agree to the goals and objectives set forth on Exhibit “A” attached to this Agreement for each of the following performance areas: long-term strategy, growth, financial performance, corporate governance and human capital (the “Performance Goals”). CEO acknowledges and agrees that for purposes of this Agreement, CEO’s performance will be measured using the Performance Goals.

2. Evaluation of Performance. (a) Within 90 days after the end of the Fiscal Year, the Committee, jointly with the Corporate Governance and Nominating Committee of the Board, shall complete an evaluation of CEO’s performance for such Fiscal Year, including an evaluation against the Performance Goals. Based upon this evaluation, CEO’s compensation for the Fiscal Year will be adjusted, in the Committee’s sole discretion, as follows:

(i) Performance Exceeds Expectations. If CEO’s performance for the Fiscal Year “exceeds expectations,” CEO will be entitled to receive a Performance Bonus equal to the Adjustment Factor times the CEO’s MIP Bonus for such Fiscal Year. For purposes of this Section 2(a)(i) and Section 2(a)(iii) below, the “Adjustment Factor” shall be a percentage of up to ___% selected by the Committee representing the Committee’s determination of CEO’s performance in light of the Performance Goals.

(ii) Performance Meets Expectations. If CEO’s performance for the Fiscal Year “meets expectations,” CEO shall not be entitled to receive a Performance Bonus as set forth in Section 2(a)(i) above, nor shall CEO’s MIP Bonus be subject to reduction as set forth in Section 2(a)(iii) below.

(iii) Performance Below Expectations. If CEO’s performance for the Fiscal Year is “below expectations,” CEO’s MIP Bonus for such Fiscal Year shall be reduced by an amount equal to the Adjustment Factor times the CEO’s MIP Bonus for the Fiscal Year (the “Forfeited Amount”). The amount of Additional Shares and Additional Cash Bonus awarded to the CEO under the MIP shall be determined after reducing the MIP Bonus by the Forfeited Amount.

(b) MIP Bonus. Notwithstanding anything herein or otherwise to the contrary, the term “MIP Bonus” means the bonus earned by CEO under the MIP for the Fiscal Year, without regard to any additional amounts the CEO may be entitled to receive under the MIP as a result of elections made by the CEO. By way of example, the MIP Bonus will not include any “Additional Shares” or “Additional Cash Bonus” (as such terms are defined in the MIP) the CEO may be entitled to receive pursuant to Sections 6(A) and 6(B) of the MIP as a result of electing to receive a portion of his MIP Bonus in Company stock. For avoidance of doubt, the MIP Bonus will not include any Company matching contributions resulting from the deferral of all or a portion of the MIP Bonus under the EDCP.

(c) Committee Discretion. All determinations required pursuant to this Section 2 shall be made by the Committee in its sole and absolute discretion.

3. Performance Bonus. If earned in accordance with Section 2(a)(i) above, the Performance Bonus will be paid in cash as soon administratively feasible following the Company’s determination of CEO’s MIP Bonus amount; provided however, that the Performance Bonus must be paid before the later of (i) the date that is 2 ¹/2 months from the end of CEO’s first taxable year in which the Performance Bonus is no longer subject to a substantial risk of forfeiture or (ii) the date that is 2 ¹/2 months from the end of Company’s first taxable year in which the amount is no longer subject to a substantial risk of forfeiture, it being the intent of the parties that the compensation paid pursuant to this Agreement not in any way be subject to Section 409A of the Code (and this clause shall be interpreted in a manner that is consistent therewith). Notwithstanding anything herein or otherwise to the contrary, in no event will CEO be permitted to defer any portion of the Performance Bonus under any nonqualified deferred compensation plan or arrangement sponsored by the Company (including, without limitation, the EDCP). In addition, in no event will the Performance Bonus increase the amount of compensation earned by CEO under the MIP (by way of example, the Performance Bonus will not increase either the “Additional Shares” or the “Additional Cash Bonus” (as such terms are defined in the MIP) pursuant to Sections 6(A) and 6(B) of the MIP).

4. Termination of Employment. If CEO’s employment with the Company terminates for any reason prior to the end of the Fiscal Year, including, without limitation, as a result of death, disability or following a change of control of the Company: (a) Section 2(a)(i) will be applied by treating the date CEO’s employment terminates as the end of the Fiscal Year for purposes of such Section if, under the terms of that certain Executive Severance Agreement by and between CEO and Company (the “Severance Agreement”), CEO is entitled to receive an MIP Bonus for the Fiscal Year, (b) Section 2(a)(i) will not apply for the Fiscal Year (i.e., CEO will not be eligible to receive a Performance Bonus under this Agreement) if, under the terms of the Severance Agreement, CEO is not entitled to receive an MIP Bonus for the Fiscal Year, (c) in no event will Section 2(a)(iii) apply to CEO (i.e., CEO’s MIP Bonus will not be subject to reduction regardless of whether his performance immediately prior to the date of his termination was “below expectations”).

5. Waiver of Forfeited Amount. In consideration for the opportunity to earn the Performance Bonus, CEO hereby unconditionally waives his right to receive the Forfeited Amount.

6. Withholding Taxes. The Company may withhold from all payments due to CEO hereunder all taxes that, by applicable federal, state, local or other law, the Company is required to withhold therefrom.

7. Term of Agreement. This Agreement shall be effective only for this Fiscal Year (i.e., the fiscal year ending ).

8. Successors; Binding Agreement.

(a) This Agreement shall be binding on the Company, its successors and assigns.

(b) This Agreement shall inure to the benefit of and be enforceable by CEO’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If CEO shall die while any amounts remain to be payable to CEO hereunder had CEO continued to live, all such amounts shall be paid in accordance with the

terms of this Agreement to such person or persons appointed in writing by CEO to receive such amounts or, if no person is so appointed, to CEO’s estate.

9. Governing Law. The interpretation, construction and performance of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the state of Delaware without regard to the principle of conflicts of laws.

10. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument.

11. Severability. Provided the other provisions of this Agreement do not frustrate the purpose and intent of the law, in the event that any portion of this Agreement shall be determined to be invalid or unenforceable to any extent, the same shall to that extent be deemed severable from this Agreement and the invalidity or unenforceability thereof shall not affect the validity and enforceability of the remaining portion of this Agreement.

12. Miscellaneous. No provision of this Agreement may be modified or waived unless such modification or waiver is agreed to in writing and signed by CEO and by a duly authorized officer of the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. Failure by CEO or the Company to insist upon strict compliance with any provision of this Agreement or to assert any right CEO or the Company may have hereunder, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement. Except as otherwise specifically provided herein, the rights of, and benefits payable to, CEO, CEO’s estate or CEO’s beneficiaries pursuant to this Agreement are in addition to any rights of, or benefits payable to, CEO, CEO’s estate or CEO’s beneficiaries under any other employee benefit plan or compensation Agreement of the Company, except as herein specifically provided.

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by a duly authorized officer of the Company and CEO has executed this Agreement as of the day and year first above written.


SYSCO CORPORATION		CEO

By:	/s/ MICHAEL C. NICHOLS	/s/ RICHARD J. SCHNIEDERS Richard J. Schnieders
Title:	Vice President & General Counsel

Exhibit A

Supplemental Performance-Based Bonus Agreement Between
Sysco Corporation and
Fiscal Performance Goals

Long-Term Strategy

	•		Continue National Supply Chain roll-out

	•		Design generation of SYSCO Brand products

	•		Achieve Board Approval of Strategic Process and Priorities

Growth

	•		Increase customer contact associates by % and increase sales by %

	•		Open fold-outs

Financial Performance

	•		Improve under-performing business units +$ mm EBIT

	•		Improve EPS growth equal to or in excess of %

	•		Maintain ROIC equal to %

Human Capital

	•		Identify new skills required for long-term viability of SYSCO

	•		Expand training measurement system – track Best Business Practices utilization

	•		Reduce workplace accident frequency by /100 associates

Corporate Governance

	•		Continue to build trust with key constituencies

	•		Integrate Risk Management in day-do-day operations and institutionalize key risk management initiatives

EX-10.I 6 h32836exv10wi.htm FORM OF OPTION GRANT AGREEMENT exv10wi

Exhibit 10(i)

SYSCO CORPORATION
2005 NON-EMPLOYEE DIRECTORS STOCK PLAN

STOCK OPTION AGREEMENT

Under the terms and conditions of the Sysco Corporation 2005 Non-Employee Directors Stock Plan, (the “Plan”), a copy of which is incorporated herein by reference, Sysco Corporation (the “Corporation”) grants to «FirstName» «LastName» (the “Optionee”) the option to purchase shares of the Corporation’s Common Stock, $1.00 par value, at the price of $ per share, subject to adjustment as provided in the Plan (the “Option”).

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

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

This Option is subject to all the terms and conditions set forth in the Plan and Terms and Conditions of Stock Option, and is accompanied by the Corporation’s Prospectus dated November 14, 2005.

Granted as of .


	SYSCO CORPORATION
	/s/ RICHARD J. SCHNIEDERS

	Richard J. Schnieders Chairman, Chief Executive Officer and President

Page 1 of 2

TERMS AND CONDITIONS OF NON-INCENTIVE STOCK OPTION
Non-Employee Directors

1. In addition to the conditions set out in the Sysco Corporation 2005 Non-Employee Directors Stock Plan (the “Plan”), the exercise of your option is contingent upon satisfying the provisions of this stock option grant.

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

	•		___ on

	•		___ on

	•		___ on

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

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

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

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

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

Page 2 of 2

EX-10.J 7 h32836exv10wj.htm FORM OF RESTRICTED STOCK GRANT AGREEMENT exv10wj

Exhibit 10(j)

SYSCO CORPORATION
2005 NON-EMPLOYEE DIRECTORS STOCK PLAN

RESTRICTED STOCK AWARD AGREEMENT

This Restricted Stock Award Agreement (“Agreement”) was made and entered into as of (“Date of Grant”), by and between Sysco Corporation, a Delaware corporation (hereinafter “SYSCO”), and «FirstName» «LastName», a director of SYSCO (hereinafter “Director”).

W I T N E S S E T H:

WHEREAS, the Board of Directors of SYSCO has adopted, and SYSCO’s stockholders have approved, the Sysco Corporation 2005 Non-Employee Directors Stock Plan (the “Plan”), the purpose of which is to promote the interests of SYSCO and its stockholders by enhancing SYSCO’s ability to attract and retain the services of experienced and knowledgeable directors and by encouraging such directors to acquire an increased proprietary interest in SYSCO through the ownership of common stock, $1.00 par value, of SYSCO (“Common Stock”); and

WHEREAS, the Plan provides that non-employee directors may receive awards of restricted shares of SYSCO Common Stock; and

WHEREAS, Director desires to continue to serve on the Board of Directors of SYSCO and to accept an award of restricted stock in accordance with the terms and provisions of the Plan and this Agreement;

NOW, THEREFORE, in consideration of the foregoing, the parties agree as follows:

1. GRANT OF RESTRICTED STOCK AWARD.

SYSCO, as authorized by the Board of Directors, hereby grants to Director shares of restricted Common Stock (the “Restricted Stock Award”) pursuant to the provisions of the Plan. The Restricted Stock Award shall be subject to vesting as set forth in the Plan and summarized below:

	(a)		of the Restricted Stock Award shall vest on the anniversary of the Date of Grant.

	(b)		An additional of the Restricted Stock Award shall vest on the anniversary of the Date of Grant.

	(c)		The final of the Restricted Stock Award shall vest on the anniversary of the Date of Grant.

	(d)		Any unvested portion of a Restricted Stock Award shall vest upon the occurrence of a Change in Control. For purposes of this Agreement, “Change in Control” means that a person or persons who are acting together for the purpose of acquiring an equity interest in SYSCO acquire beneficial ownership (as defined in Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) of 20% or more of the outstanding Common Stock.

2. RESTRICTION ON TRANSFER.

The restricted Common Stock granted as a Restricted Stock Award and this Agreement shall not be sold, pledged, assigned, transferred, or encumbered prior to the time the Restricted Stock Award vests as described herein.

3. DEPOSIT WITH SYSCO.

Each certificate of Restricted Stock Award awarded hereunder shall be registered in the name of the Director and left, prior to its vesting, on deposit with SYSCO with a stock power endorsed in blank. Each such certificate will contain the following legend:

The sale or other transfer of the shares of stock represented by this certificate, whether voluntary, involuntary, or by operation of law, is subject to certain restrictions on transfer as set forth in the SYSCO Corporation 2005 Non-Employee Directors Stock Plan, and in the associated Award Agreement. A copy of the Plan and such Award Agreement may be obtained from SYSCO Corporation.

4. CERTAIN RIGHTS OF DIRECTOR.

Except as otherwise set forth herein, Director, as owner of shares of restricted Common Stock granted as a Restricted Stock Award, shall have all the rights of a stockholder, including, but not limited to, the right to vote such shares and the right to receive all dividends paid with respect to such shares; provided, that all such rights shall be forfeited in respect to any portion of the Restricted Stock Award as of the date all or any portion of such award is forfeited.

5. CESSATION OF SERVICE.

Except as set forth below and unless otherwise determined by the Board, if Director ceases to be a Non-Employee Director (as defined in the Plan) prior to the vesting of any portion of the Restricted Stock Award, Director shall forfeit the portion of the Restricted Stock Award which is not vested on the date he ceases to be a Non-Employee Director; provided, however, that unless otherwise determined by the Board, if (a) Director serves out his or her term but does not stand for re-election at the end thereof, or (b) Director shall retire from service on the Board (for reasons other than death) prior to the expiration of his or her term and on or after the date he or she attains age 71, Director’s Restricted Stock Award shall remain in effect and vest, as if Director had remained a Non-Employee Director of SYSCO. Upon the death of Director, any unvested portion of the Restricted Stock Award shall vest.

6. ADJUSTMENT TO AWARD IN CERTAIN EVENTS.

In the event of a change in the capitalization of SYSCO due to a stock split, stock dividend, recapitalization, merger, consolidation, combination, or similar event, the aggregate shares subject to this Agreement shall be adjusted to reflect such change.

7. NO COMPROMISE WITH REGULATORY AUTHORITY.

Notwithstanding any other provision of this Agreement, Director agrees that SYSCO shall not be obligated to deliver any shares of Common Stock, if counsel to SYSCO determines such delivery would violate any law or regulation of any governmental authority or agreement between SYSCO and any national securities exchange upon which the Common Stock is listed.

8. PLAN CONTROLS.

In the event of a conflict between the terms of this Agreement and the Plan, the Plan shall be the controlling document.

9. END OF RESTRICTIONS; DELIVERY OF STOCK.

If all terms and conditions of this Agreement are complied with in full, all restrictions on the Restricted Stock Award referred to herein shall lapse and the Director shall receive the certificate representing such Restricted Stock.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.


	SYSCO CORPORATION
	/s/ RICHARD J. SCHNIEDERS

	By: Richard J. Schnieders Chairman, Chief Executive Officer and President

	DIRECTOR «FirstName» «LastName»

EX-10.K 8 h32836exv10wk.htm SECOND AMENDMENT TO SECOND AMENDED BOARD OF DIRECTORS DEFERRED COMPENSATION PLAN exv10wk

Exhibit 10(k)

SECOND AMENDMENT TO
THE SECOND AMENDED AND RESTATED
SYSCO CORPORATION
BOARD OF DIRECTORS DEFERRED COMPENSATION PLAN

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

WHEREAS, Sysco Corporation has adopted that certain Second Amended and Restated Sysco Corporation Board of Directors Deferred Compensation Plan (the “Plan”) pursuant to a plan document effective as of April 1, 2002; and

WHEREAS, the members of the Board of Directors who are employees of Sysco have determined to amend the Plan to preserve under the provisions of this Plan Participants’ earned and vested Plan account balances as of December 31, 2004 (deferrals of directors’ fees and associated interest and investment earnings and losses), as determined under Section 409A of the Internal Revenue Code of 1986, as amended, and the regulatory and other interpretive authority promulgated thereunder (“Section 409A”), and to thereby avoid the application of Section 409A to such account balances.

NOW, THEREFORE, the Plan is hereby amended as follows:

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

1. Article III of the Plan is hereby amended by adding new Section 3.5 to the end thereof as follows:

“3.5 Cessation of Deferrals/Grandfathering of Pre-2005 Deferrals. No Participant may make deferrals under this Plan of Director’s fees paid on or after January 1, 2005; any such deferrals shall be made under and governed by the terms of the Sysco Corporation 2005 Board of Directors Deferred Compensation Plan. Each Participant’s Account balance under the Plan (including deferrals and associated interest and/or Investment earnings and losses), to the extent that the Participant has an earned and vested right to such balance as of December 31, 2004, as determined under Section 409A of the Code and the regulatory and other interpretive authority promulgated thereunder (“Section 409A”), shall continue to be maintained under and governed by the terms of this Plan, and such Account balances shall not be subject to the provisions of Section 409A.”

2. Article VIII of the Plan is hereby amended by adding new Section 8.4 to the end thereof as follows:

“8.4 Amendment May Not Constitute Material Modification. Notwithstanding the foregoing provisions of this Article VIII, in order to prevent the application of Section 409A to the Account balances preserved hereunder (as described in Section 3.5), no amendment may be made to the Plan that is effective on or after October 3, 2004 if such amendment would constitute a material modification of the Plan, as determined under Section 409A.”

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

IN WITNESS WHEREOF, the Company has caused this Second Amendment to be executed as of this 29th day of December, 2005.


		SYSCO CORPORATION

		By:		/s/ DIANE DAY SANDERS
		Name:		Diane Day Sanders

		Title:		Sr. Vice President – Finance and Treasurer

ATTEST:


By:		/s/ MICHAEL C. NICHOLS

Title:		Corporate Secretary

EX-15.A 9 h32836exv15wa.htm REPORT FROM ERNST & YOUNG LLP exv15wa

Exhibit 15(a)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors
Sysco Corporation

We have reviewed the consolidated balance sheets of Sysco Corporation (a Delaware corporation) and subsidiaries (“the Company”) as of December 31, 2005 and January 1, 2005, the related consolidated results of operations for the thirteen week and twenty-six week periods ended December 31, 2005 and January 1, 2005, and consolidated cash flows for the twenty-six week periods ended December 31, 2005 and January 1, 2005. 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 July 2, 2005, 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 September 9, 2005, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of July 2, 2005, 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
February 9, 2006

EX-15.B 10 h32836exv15wb.htm ACKNOWLEDGMENT LETTER FROM ERNST & YOUNG LLP exv15wb

Exhibit 15(b)

To the Shareholders and Board of Directors
Sysco Corporation

We are aware of the incorporation by reference in the Registration Statements on Form S-3 (333-52897, 333-124166 and 333-126199), Form S-4 (333-30050, 333-53510, 333-50842 and 333-98489) and Form S-8 (33-10906, 2-76096, 33-45804, 33-45820, 333-01259, 333-01255, 333-01257, 333-27405, 333-66987, 333-49840, 333-58276, 333-122947 and 333-129671) of Sysco Corporation of our reports dated November 10, 2005 and February 9, 2006 relating to the unaudited consolidated interim financial statements of Sysco Corporation that are included in its Forms 10-Q for the quarters ended October 1, 2005 and December 31, 2005.



	/s/ Ernst & Young LLP

Houston, Texas
February 9, 2006

EX-31.A 11 h32836exv31wa.htm CEO CERTIFICATION PURSUANT TO SECTION 302 exv31wa

Exhibit 31(a)

CERTIFICATION

I, Richard J. Schnieders, 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

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: February 9, 2006



	/s/ RICHARD J. SCHNIEDERS
	Richard J. Schnieders
	Chairman of the Board, Chief Executive Officer and President

EX-31.B 12 h32836exv31wb.htm CFO CERTIFICATION PURSUANT TO SECTION 302 exv31wb

Exhibit 31(b)

CERTIFICATION

I, John K. Stubblefield, Jr., 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

	(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: February 9, 2006



	/s/ JOHN K. STUBBLEFIELD, JR.
	John K. Stubblefield, Jr.
	Executive Vice President, Finance and Chief Financial Officer

EX-32.A 13 h32836exv32wa.htm CEO CERTIFICATION PURSUANT TO SECTION 906 exv32wa

Exhibit 32(a)

CERTIFICATION PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002

I, Richard J. Schnieders, Chairman and 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 December 31, 2005 (“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: February 9, 2006



	/s/ RICHARD J. SCHNIEDERS
	Richard J. Schnieders
	Chairman of the Board, Chief Executive Officer and President

EX-32.B 14 h32836exv32wb.htm CFO CERTIFICATION PURSUANT TO SECTION 906 exv32wb

Exhibit 32(b)

CERTIFICATION PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002

I, John K. Stubblefield, Jr., Executive Vice President, Finance and Administration, 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 fiscal year ended December 31, 2005 (“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: February 9, 2006



	/s/ JOHN K. STUBBLEFIELD, JR.
	John K. Stubblefield, Jr.
	Executive Vice President, Finance and Chief Financial Officer

-----END PRIVACY-ENHANCED MESSAGE-----


Delaware		74-1648137
(State or other jurisdiction of		(IRS employer
incorporation or organization)		identification number)


1390 Enclave Parkway
Houston, Texas 77077-2099
(Address of principal executive offices)
(Zip code)


	Dec. 31, 2005		July 2, 2005			Jan. 1, 2005
	(unaudited)					(unaudited)
ASSETS
Current assets
Cash	$	253,938	$	191,678		$	152,926
Accounts and notes receivable, less allowances of $53,229, $29,604 and $55,713		2,360,132		2,284,033			2,167,931
Inventories		1,672,908		1,466,161			1,546,007
Prepaid expenses		65,273		59,914			64,714

Total current assets		4,352,251		4,001,786			3,931,578

Plant and equipment at cost, less depreciation		2,344,423		2,268,301			2,232,172

Other assets
Goodwill and intangibles, less amortization		1,346,228		1,284,459			1,258,716
Restricted cash		102,723		101,731			185,660
Prepaid pension cost		428,005		389,766			289,464
Other assets		236,557		221,859			203,297

Total other assets		2,113,513		1,997,815			1,937,137

Total assets	$	8,810,187	$	8,267,902		$	8,100,887

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Notes payable	$	31,814	$	63,998		$	67,153
Accounts payable		1,813,247		1,795,824			1,684,567
Accrued expenses		689,048		742,282			626,651
Income taxes		189,593		10,195			239,984
Deferred taxes		208,224		434,338			183,748
Current maturities of long-term debt		209,247		410,933			367,853

Total current liabilities		3,141,173		3,457,570			3,169,956

Other liabilities
Long-term debt		1,827,586		956,177			1,101,852
Deferred taxes		727,084		724,929			716,977
Other long-term liabilities		403,087		370,387			268,878

Total other liabilities		2,957,757		2,051,493			2,087,707

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		470,274		389,053			364,738
Retained earnings		4,766,135		4,552,379			4,239,352
Other comprehensive income (loss)		21,980		(13,677	)		52,813

		6,023,564		5,692,930			5,422,078
Less cost of treasury stock, 146,656,748, 136,607,370 and 128,629,507 shares		3,312,307		2,934,091			2,578,854

Total shareholders’ equity		2,711,257		2,758,839			2,843,224

Total liabilities and shareholders’ equity	$	8,810,187	$	8,267,902		$	8,100,887


	26-Week Period Ended						13-Week Period Ended
	Dec. 31, 2005			Jan. 1, 2005			Dec. 31, 2005			Jan. 1, 2005
Sales	$	15,981,545		$	14,863,182		$	7,971,061		$	7,331,257

Costs and expenses
Cost of sales		12,915,546			12,028,446			6,434,753			5,933,515
Operating expenses		2,348,125			2,060,331			1,171,469			1,004,919
Interest expense		51,473			35,465			29,227			17,766
Other, net		(5,335	)		(3,662	)		(2,220	)		(1,693	)

Total costs and expenses		15,309,809			14,120,580			7,633,229			6,954,507


Earnings before income taxes and cumulative effect of accounting change		671,736			742,602			337,832			376,750
Income taxes		268,344			284,045			133,650			144,107

Earnings before cumulative effect of accounting change		403,392			458,557			204,182			232,643
Cumulative effect of accounting change		9,285			—			—			—

Net earnings	$	412,677		$	458,557		$	204,182		$	232,643


Earnings before cumulative effect of accounting change:
Basic earnings per share	$	0.65		$	0.72		$	0.33		$	0.36
Diluted earnings per share		0.64			0.70			0.33			0.36

Net earnings:
Basic earnings per share		0.66			0.72			0.33			0.36
Diluted earnings per share		0.65			0.70			0.33			0.36

Average shares outstanding		623,470,638			638,403,789			620,137,592			638,638,789
Diluted shares outstanding		631,396,186			652,448,434			627,147,814			652,993,142

Dividends declared per common share	$	0.32		$	0.28		$	0.17		$	0.15


	26-Week Period Ended
	Dec. 31, 2005			Jan. 1, 2005
Operating activities:
Net earnings	$	412,677		$	458,557
Add non-cash items:
Cumulative effect of accounting change		(9,285	)		—
Share-based compensation expense		74,168			11,697
Depreciation and amortization		169,558			150,294
Deferred tax provision		261,766			265,289
Provision for losses on receivables		16,654			15,019
Additional investment in certain assets and liabilities, net of effect of businesses acquired:
(Increase) decrease in receivables		(57,632	)		32,612
(Increase) in inventories		(193,578	)		(123,510	)
(Increase) in prepaid expenses		(4,716	)		(9,378	)
(Decrease) increase in accounts payable		(8,753	)		(78,330	)
(Decrease) in accrued expenses		(30,287	)		(119,306	)
(Decrease) in accrued income taxes		(311,809	)		(224,079	)
(Increase) in other assets		(18,001	)		(7,689	)
Increase (decrease) in other long-term liabilities and prepaid pension cost, net		9,534			(9,453	)
Excess tax benefits from share-based compensation Arrangements		(3,080	)		—

Net cash provided by operating activities		307,216			361,723


Investing activities:
Additions to plant and equipment		(232,790	)		(205,585	)
Proceeds from sales of plant and equipment		12,822			7,331
Acquisition of businesses, net of cash acquired		(54,776	)		(33,439	)
Increase in restricted cash		(992	)		(16,334	)

Net cash used for investing activities		(275,736	)		(248,027	)


Financing activities:
Bank and commercial paper repayments		(32,184	)		(6,881	)
Other debt borrowings		667,497			68,973
Cash paid for termination of interest rate swap		(21,196	)		—
Common stock reissued from treasury		76,215			103,168
Treasury stock purchases		(473,181	)		(154,858	)
Dividends paid		(188,159	)		(166,234	)
Excess tax benefits from share-based compensation arrangements		3,080			—

Net cash provided by (used for) financing activities		32,072			(155,832	)


Effect of exchange rates on cash		(1,292	)		(4,644	)


Net increase (decrease) in cash		62,260			(46,780	)
Cash at beginning of period		191,678			199,706

Cash at end of period	$	253,938		$	152,926


Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest	$	47,664		$	34,841
Income taxes		313,493			237,694


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


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


		Page No.
	Part I. Financial Information

Item 1.	Financial Statements		1
Item 1A.	Risk Factors		20

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		20
Item 3.	Quantitative and Qualitative Disclosures about Market Risk		34
Item 4.	Controls and Procedures		34

	Part II. Other Information

Item 1.	Legal Proceedings		36
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		36
Item 3.	Defaults Upon Senior Securities		37
Item 4.	Submission of Matters to a Vote of Security Holders		37
Item 5.	Other Information		38
Item 6.	Exhibits		38

Signatures			41
Sixth Amended Supplemental Executive Retirement Plan
Third Amended Executive Deferred Compensation Plan
2005 Board of Directors Deferred Compensation Plan
Form of Chief Executive Officer 2006 Supplemental Performance-Based Bonus Agreement
Form of Option Grant Agreement
Form of Restricted Stock Grant Agreement
Second Amendment to Second Amended Board of Directors Deferred Compensation Plan
Report from Ernst & Young LLP
Acknowledgment Letter from Ernst & Young LLP
CEO Certification pursuant to Section 302
CFO Certification pursuant to Section 302
CEO Certification pursuant to Section 906
CFO Certification pursuant to Section 906


	26-Week Period Ended			Fiscal Year
	December 31, 2005			2005
Dividend yield		1.40	%		1.45	%
Expected volatility		23	%		22	%
Risk-free interest rate		3.9	%		3.4	%
Expected term	5 years			5 years


						Weighted Average
	Shares			Weighted		Remaining		Aggregate
	Under			Average Exercise		Contractual		Intrinsic
	Option			Price Per Share		Term		Value

Outstanding at July 2, 2005		65,963,380		$	27.82
Granted		4,859,000			32.99
Exercised		(2,453,337	)		22.44
Forfeited		(574,254	)		27.97
Expired		(116,356	)		29.19

Outstanding at December 31, 2005		67,678,433		$	28.38		6.00	$	208,994,821

Vested or expected to vest at December 31, 2005		64,988,020		$	28.26		5.98	$	207,495,064

Exercisable at December 31, 2005		36,842,575		$	26.33		5.61	$	179,160,051


⁽¹⁾		Amount represents the after-tax compensation cost for stock grants.


	Pension Benefits						Other Postretirement Plans
	Dec. 31, 2005			Jan. 1, 2005			Dec. 31, 2005			Jan. 1, 2005
Service cost	$	50,014,000		$	40,642,000		$	256,000		$	239,000
Interest cost		41,802,000			36,913,000			236,000			244,000
Expected return on plan assets		(52,088,000	)		(41,306,000	)		—			—
Amortization of prior service cost		2,466,000			880,000			101,000			101,000
Recognized net actuarial loss (gain)		23,102,000			16,302,000			(8,000	)		—
Amortization of net transition obligation		—			—			76,000			77,000

Net periodic benefit cost	$	65,296,000		$	53,431,000		$	661,000		$	661,000


	Condensed Consolidating Balance Sheet
	December 31, 2005
			SYSCO		Other Non-Guarantor						Consolidated
	SYSCO		International		Subsidiaries			Eliminations			Totals
	(In thousands)
Current assets	$	200,162	$	12	$	4,152,077		$	—		$	4,352,251
Investment in subsidiaries		10,581,888		304,541		139,897			(11,026,326	)		—
Plant and equipment, net		128,456		—		2,215,967			—			2,344,423
Other assets		746,014		—		1,367,499			—			2,113,513

Total assets	$	11,656,520	$	304,553	$	7,875,440		$	(11,026,326	)	$	8,810,187


Current liabilities	$	458,886	$	32,886	$	2,649,401		$	—		$	3,141,173
Intercompany payables (receivables)		6,440,775		23,961		(6,464,736	)		—			—
Long-term debt		1,582,053		199,592		45,941			—			1,827,586
Other liabilities		552,753		—		577,418			—			1,130,171
Shareholders’ equity		2,622,053		48,114		11,067,416			(11,026,326	)		2,711,257

Total liabilities and shareholders’ equity	$	11,656,520	$	304,553	$	7,875,440		$	(11,026,326	)	$	8,810,187


	Condensed Consolidating Balance Sheet — July 2, 2005
			SYSCO		Other Non-Guarantor						Consolidated
	SYSCO		International		Subsidiaries			Eliminations			Totals
	(In thousands)
Current assets	$	156,812	$	32	$	3,844,942		$	—		$	4,001,786
Investment in subsidiaries		9,979,188		283,033		164,218			(10,426,439	)		—
Plant and equipment, net		120,800		—		2,147,501			—			2,268,301
Other assets		698,283		—		1,299,532			—			1,997,815

Total assets	$	10,955,083	$	283,065	$	7,456,193		$	(10,426,439	)	$	8,267,902


Current liabilities	$	696,995	$	34,330	$	2,726,245		$	—		$	3,457,570
Intercompany payables (receivables)		6,342,306		10,546		(6,352,852	)		—			—
Long-term debt		709,452		199,560		47,165			—			956,177
Other liabilities		508,221		—		587,095			—			1,095,316
Shareholders’ equity		2,698,109		38,629		10,448,540			(10,426,439	)		2,758,839

Total liabilities and shareholders’ equity	$	10,955,083	$	283,065	$	7,456,193		$	(10,426,439	)	$	8,267,902


	Condensed Consolidating Balance Sheet
	January 1, 2005
			SYSCO		Other Non-Guarantor						Consolidated
	SYSCO		International		Subsidiaries			Eliminations			Totals
	(In thousands)
Current assets	$	97,392	$	14	$	3,834,172		$	—		$	3,931,578
Investment in subsidiaries		9,253,746		289,461		155,062			(9,698,269	)		—
Plant and equipment, net		131,032		—		2,101,140			—			2,232,172
Other assets		663,434		—		1,273,703			—			1,937,137

Total assets	$	10,145,604	$	289,475	$	7,364,077		$	(9,698,269	)	$	8,100,887


Current liabilities	$	610,576	$	64,344	$	2,495,036		$	—		$	3,169,956
Intercompany payables (receivables)		5,535,449		22,950		(5,558,399	)		—			—
Long-term debt		851,729		199,528		50,595			—			1,101,852
Other liabilities		378,172		—		607,683			—			985,855
Shareholders’ equity		2,769,678		2,653		9,769,162			(9,698,269	)		2,843,224

Total liabilities and shareholders’ equity	$	10,145,604	$	289,475	$	7,364,077		$	(9,698,269	)	$	8,100,887


	Dec. 31, 2005		July 2, 2005		Jan. 1, 2005
Assets (in thousands):
Broadline	$	5,181,944	$	4,885,175	$	4,968,703
SYGMA		368,723		301,729		284,235
Other		726,130		636,549		587,483

Total segments		6,276,797		5,823,453		5,840,421
Corporate		2,533,390		2,444,449		2,260,466

Total	$	8,810,187	$	8,267,902	$	8,100,887


	Condensed Consolidating Results of Operations
	For the 26-Week Period Ended December 31, 2005
				SYSCO			Other Non-Guarantor						Consolidated
	SYSCO			International			Subsidiaries			Eliminations			Totals
	(In thousands)
Sales	$	—		$	—		$	15,981,545		$	—		$	15,981,545
Cost of sales		—			—			12,915,546			—			12,915,546
Operating expenses		118,894			67			2,229,164			—			2,348,125
Interest expense (income)		176,344			5,373			(130,244	)		—			51,473
Other, net		(1,232	)		—			(4,103	)		—			(5,335	)

Total costs and expenses		294,006			5,440			15,010,363			—			15,309,809

Earnings (losses) before income taxes and cumulative effect of accounting change		(294,006	)		(5,440	)		971,182			—			671,736
Income tax (benefit) provision		(93,810	)		(2,040	)		364,194			—			268,344
Equity in earnings of subsidiaries		603,588			4,148			—			(607,736	)		—

Net earnings before cumulative effect of accounting change		403,392			748			606,988			(607,736	)		403,392
Cumulative effect of accounting change		9,285			—			—			—			9,285

Net earnings	$	412,677		$	748		$	606,988		$	(607,736	)	$	412,677


	Condensed Consolidating Results of Operations
	26-Week Period Ended January 1, 2005
				SYSCO			Other Non-Guarantor						Consolidated
	SYSCO			International			Subsidiaries			Eliminations			Totals
	(In thousands)
Sales	$	—		$	—		$	14,863,182		$	—		$	14,863,182
Cost of sales		—			—			12,028,446			—			12,028,446
Operating expenses		33,719			58			2,026,554			—			2,060,331
Interest expense (income)		149,518			5,378			(119,431	)		—			35,465
Other, net		(160	)		—			(3,502	)		—			(3,662	)

Total costs and expenses		183,077			5,436			13,932,067			—			14,120,580

Earnings (losses) before income taxes...........................		(183,077	)		(5,436	)		931,115			—			742,602
Income tax (benefit) provision		(70,027	)		(2,079	)		356,151			—			284,045
Equity in earnings of Subsidiaries		571,607			3,772			—			(575,379	)		—

Net earnings	$	458,557		$	415		$	574,964		$	(575,379	)	$	458,557


	Condensed Consolidating Results of Operations
	13-Week Period Ended December 31, 2005
				SYSCO			Other Non-Guarantor						Consolidated
	SYSCO			International			Subsidiaries			Eliminations			Totals
	(In thousands)
Sales	$	—		$	—		$	7,971,061		$	—		$	7,971,061
Cost of sales		—			—			6,434,753			—			6,434,753
Operating expenses		59,228			39			1,112,202			—			1,171,469
Interest expense (income)		91,686			2,156			(64,615	)		—			29,227
Other, net		(555	)		—			(1,665	)		—			(2,220	)

Total costs and expenses		150,359			2,195			7,480,675			—			7,633,229

Earnings (losses) before income taxes		(150,359	)		(2,195	)		490,386			—			337,832
Income tax (benefit) provision		(49,423	)		(823	)		183,896			—			133,650
Equity in earnings of Subsidiaries		305,118			920			—			(306,038	)		—

Net earnings (loss)	$	204,182		$	(452	)	$	306,490		$	(306,038	)	$	204,182


	Condensed Consolidating Results of Operations
	13-Week Period Ended January 1, 2005
				SYSCO			Other Non-Guarantor						Consolidated
	SYSCO			International			Subsidiaries			Eliminations			Totals
	(In thousands)
Sales	$	—		$	—		$	7,331,257		$	—		$	7,331,257
Cost of sales		—			—			5,933,515			—			5,933,515
Operating expenses		10,010			29			994,880			—			1,004,919
Interest expense (income)		75,392			2,314			(59,940	)		—			17,766
Other, net		5			—			(1,698	)		—			(1,693	)

Total costs and expenses		85,407			2,343			6,866,757			—			6,954,507

Earnings (losses) before income taxes		(85,407	)		(2,343	)		464,500			—			376,750
Income tax (benefit) provision		(32,668	)		(896	)		177,671			—			144,107
Equity in earnings of Subsidiaries		285,382			1,244			—			(286,626	)		—

Net earnings (loss)	$	232,643		$	(203	)	$	286,829		$	(286,626	)	$	232,643


				Condensed Consolidating Cash Flows
				26-Week Period Ended December 31, 2005
				SYSCO			Other Non-Guarantor			Consolidated
	SYSCO			International			Subsidiaries			Totals
	(In thousands)
Net cash provided by (used for):

Operating activities	$	(78,810	)	$	(3,640	)	$	389,666		$	307,216
Investing activities		(20,588	)		—			(255,148	)		(275,736	)
Financing activities		36,283			(1,152	)		(3,059	)		32,072
Effect of exchange rate on cash		—			—			(1,292	)		(1,292	)
Intercompany activity		101,283			4,792			(106,075	)		—

Net increase in cash		38,168			—			24,092			62,260
Cash at the beginning of the period		125,748			—			65,930			191,678

Cash at the end of the period	$	163,916		$	—		$	90,022		$	253,938

	•		Sales growth: The company plans to grow sales by gaining an increased share of products purchased by existing customers, development of new customers, the use of foldouts (new operating companies created in established markets previously served by other SYSCO operating companies) and a disciplined acquisition program. The company uses market information to estimate the potential sales and profitability of new and existing customers. Marketing resources, SYSCO Brand products and value-added services provided by SYSCO can be custom-tailored to the purchasing needs of customers. Additionally, the investment of resources in any particular account can be made in proportion to the account’s potential profitability.

	•		Brand management: SYSCO Brand products are manufactured by suppliers to meet the company’s product specifications using strict quality assurance standards. Management believes that SYSCO Brand products generally provide higher profitability than national brand products to the company. Management believes that SYSCO Brand products also provide a greater value to customers and differentiate the company from its competitors.

	•		Productivity gains: The company’s investment in warehousing and transportation technology and the implementation of best business practices allows SYSCO to leverage operating expenses relative to sales growth.

	•		Sales force effectiveness: The company invests in the development and expansion of its customer contact resources by hiring additional customer contact personnel through targeted recruiting, hiring and promotion practices, effective use of training programs and improved compensation systems. Expanded business review and business development functions allow the sales force to strengthen customer relationships and increase sales.


	26-Week Period			13-Week Period
Sales		7.5	%		8.7	%
Costs and Expenses Cost of sales		7.4			8.4
Operating expenses		14.0			16.6
Interest expense		45.1			64.5
Other, net		45.7			31.1

Total costs and expenses		8.4			9.8


Earnings before income taxes and cumulative effect of accounting change		(9.5	)		(10.3	)
Income taxes		(5.5	)		(7.3	)

Earnings before cumulative effect of accounting change		(12.0	)		(12.2	)
Cumulative effect of accounting change		—			—

Net earnings		(10.0	)%		(12.2	)%


Earnings before cumulative effect of accounting change:
Basic earnings per share		(9.7	)%		(8.3	)%
Diluted earnings per share		(8.6	)		(8.3	)
Net earnings:
Basic earnings per share		(8.3	)		(8.3	)
Diluted earnings per share		(7.1	)		(8.3	)
Average shares outstanding		(2.3	)		(2.9	)
Diluted shares outstanding		(3.2	)		(4.0	)


	26-Week Period						13-Week Period
				Earnings before						Earnings before
	Sales			taxes			Sales			taxes
Broadline		5.5	%		2.5	%		6.9	%		2.9	%
SYGMA		14.7			(86.6	)		13.7			(55.1	)
Other		18.1			32.2			20.4			33.0


ISSUER PURCHASES OF EQUITY SECURITIES
					(c) Total Number of		(d) Maximum Number
					Shares Purchased as		of Shares that May
	(a) Total Number of				Part of Publicly		Yet Be Purchased
	Shares Purchased⁽¹⁾		(b) Average Price		Announced Plans or		Under the Plans or
Period			Paid per Share		Programs		Programs
Month #1
Oct. 2 – Oct. 29		4,002,331	$	31.97		4,000,000		3,196,800
Month #2
Oct. 30 – Nov. 26		1,119,643		31.65		1,115,900		22,080,900
Month #3
Nov. 27 – Dec. 31		475,899		32.33		450,000		21,630,900
Total		5,597,873		31.94		5,565,900		21,630,900


	⁽¹⁾		The total number of shares purchased includes 2,331, 3,743 and 25,899 shares tendered by individuals in connection with stock option exercises in Month #1, Month #2 and Month #3, respectively.

	•		Ratification of the appointment of Ernst & Young LLP as SYSCO’s independent accountants for fiscal 2006;

	•		Approval of the 2005 Management Incentive Plan;

	•		Approval of the payment of compensation to certain executive officers pursuant to the 2000 Management Incentive Plan; and

	•		Approval of the 2005 Non-Employee Directors Stock Plan.


Matter	Number of Votes Cast						Broker
Voted Upon	For		Against/Withheld		Abstain		Non-Votes
Election of Directors
Judith B. Craven		517,756,998		30,872,772		n/a		n/a
Richard G. Merrill		506,524,057		42,105,713		n/a		n/a
Phyllis S. Sewell		506,918,832		41,710,937		n/a		n/a
Richard G. Tilghman		515,414,597		33,215,173		n/a		n/a
Ratification of Independent Accountants		520,590,486		6,658,568		21,380,716		n/a
2005 Management Incentive Plan		373,553,468		57,508,298		5,631,316		111,936,688
Fiscal 2006 Management		491,198,785		51,265,426		6,165,559		n/a