SYSCO CORP (Form: 10-Q, Received: 11/09/2010 08:01:52)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)


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

For the quarterly period ended October 2, 2010


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

Commission File Number 1-6544

Sysco Corporation

(Exact name of registrant as specified in its charter)


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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o

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


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

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

585,084,667 shares of common stock were outstanding as of October 30, 2010.

TABLE OF CONTENTS


			Page No.
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements			1
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			16
Item 3. Quantitative and Qualitative Disclosures About Market Risk			26
Item 4. Controls and Procedures			27

PART II — OTHER INFORMATION
Item 1. Legal Proceedings			28
Item 1A. Risk Factors			28
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			28
Item 3. Defaults Upon Senior Securities			28
Item 5. Other Information			28
Item 6. Exhibits			29

Signatures			31
EX-10.1
EX-10.2
EX-10.3
EX-10.4
EX-15.1
EX-15.2
EX-31.1
EX-31.2
EX-32.1
EX-32.2
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT

PART I — FINANCIAL INFORMATION


Item 1.		Financial Statements

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



	October 2, 2010			July 3, 2010			September 26, 2009
	(unaudited)						(unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	448,374		$	585,443		$	773,770
Short-term investments		—			23,511			27,438
Accounts and notes receivable, less allowances of $49,376, $36,573 and $51,089		2,814,958			2,617,352			2,575,293
Inventories		1,875,242			1,771,539			1,747,773
Deferred income taxes		74,419			—			91,262
Prepaid expenses and other current assets		76,418			70,992			69,013
Prepaid income taxes		—			7,421			—

Total current assets		5,289,411			5,076,258			5,284,549
Plant and equipment at cost, less depreciation		3,277,583			3,203,823			3,014,341
Other assets
Goodwill		1,577,691			1,549,815			1,529,066
Intangibles, less amortization		110,974			106,398			116,731
Restricted cash		129,532			124,488			121,755
Prepaid pension cost		—			—			48,750
Other assets		270,219			252,919			237,247

Total other assets		2,088,416			2,033,620			2,053,549

Total assets	$	10,655,410		$	10,313,701		$	10,352,439


LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	1,998,982		$	1,953,092		$	1,883,088
Accrued expenses		751,640			870,114			767,742
Accrued income taxes		337,001			—			345,420
Deferred income taxes		50,561			178,022			—
Current maturities of long-term debt		7,837			7,970			8,743

Total current liabilities		3,146,021			3,009,198			3,004,993
Other liabilities
Long-term debt		2,486,646			2,472,662			2,468,783
Deferred income taxes		282,836			271,512			616,142
Other long-term liabilities		758,912			732,803			548,163

Total other liabilities		3,528,394			3,476,977			3,633,088
Commitments and contingencies
Shareholders’ equity
Preferred stock, par value $1 per share Authorized 1,500,000 shares, issued none		—			—			—
Common stock, par value $1 per share Authorized 2,000,000,000 shares, issued 765,174,900 shares		765,175			765,175			765,175
Paid-in capital		825,930			816,833			764,902
Retained earnings		7,286,409			7,134,139			6,724,058
Accumulated other comprehensive loss		(415,765	)		(480,251	)		(233,932	)
Treasury stock at cost,178,993,904, 176,768,795 and 173,860,981 shares		(4,480,754	)		(4,408,370	)		(4,305,845	)

Total shareholders’ equity		3,980,995			3,827,526			3,714,358

Total liabilities and shareholders’ equity	$	10,655,410		$	10,313,701		$	10,352,439

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


	13-Week Period Ended
	October 2, 2010			September 26, 2009
Sales	$	9,751,274		$	9,081,426
Cost of sales		7,919,857			7,334,067

Gross margin		1,831,417			1,747,359
Operating expenses		1,325,177			1,250,031

Operating income		506,240			497,328
Interest expense		31,101			33,800
Other expense (income), net		(1,684	)		(2,012	)

Earnings before income taxes		476,823			465,540
Income taxes		177,754			139,335

Net earnings	$	299,069		$	326,205


Net earnings:
Basic earnings per share	$	0.51		$	0.55
Diluted earnings per share		0.51		$	0.55

Average shares outstanding		588,711,412			591,568,212
Diluted shares outstanding		591,103,346			591,983,474

Dividends declared per common share	$	0.25		$	0.24

See Notes to Consolidated Financial Statements

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


	13-Week Period Ended
	October 2, 2010		September 26, 2009
Net earnings	$	299,069	$	326,205

Other comprehensive income:
Foreign currency translation adjustment		51,465		37,082
Items presented net of tax:
Amortization of cash flow hedge		107		107
Amortization of unrecognized prior service cost		638		676
Amortization of unrecognized actuarial loss, net		12,253		6,166
Amortization of unrecognized transition obligation		23		23

Total other comprehensive income		64,486		44,054


Comprehensive income	$	363,555	$	370,259

See Notes to Consolidated Financial Statements

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


	13-Week Period Ended
	October 2, 2010			September 26, 2009
Cash flows from operating activities:
Net earnings	$	299,069		$	326,205
Adjustments to reconcile net earnings to cash provided by operating activities:
Share-based compensation expense		10,148			12,748
Depreciation and amortization		101,714			93,906
Deferred income taxes		(198,900	)		(207,546	)
Provision for losses on receivables		5,670			8,152
Other non-cash items		1,973			(157	)
Additional investment in certain assets and liabilities, net of effect of businesses acquired:
(Increase) in receivables		(178,499	)		(100,167	)
(Increase) in inventories		(85,649	)		(86,167	)
(Increase) in prepaid expenses and other current assets		(4,958	)		(4,242	)
Increase in accounts payable		25,468			84,798
(Decrease) in accrued expenses		(124,601	)		(33,895	)
Increase in accrued income taxes		342,129			56,113
(Increase) in other assets		(13,539	)		(22,083	)
Increase (decrease) in other long-term liabilities and prepaid pension cost, net		47,034			(85,596	)
Excess tax benefits from share-based compensation arrangements		(277	)		(465	)

Net cash provided by operating activities		226,782			41,604


Cash flows from investing activities:
Additions to plant and equipment		(142,924	)		(109,405	)
Proceeds from sales of plant and equipment		354			1,346
Acquisition of businesses, net of cash acquired		(23,891	)		(8,334	)
Purchases of short-term investments		—			(27,217	)
Maturities of short-term investments		24,075			—
(Increase) in restricted cash		(5,044	)		(27,897	)

Net cash used for investing activities		(147,430	)		(171,507	)


Cash flows from financing activities:
Other debt borrowings		626			2,417
Other debt repayments		(2,273	)		(2,593	)
Common stock reissued from treasury for share-based compensation awards		40,834			21,907

Treasury stock purchases		(116,699	)		—
Dividends paid		(146,868	)		(141,729	)
Excess tax benefits from share-based compensation arrangements		277			465

Net cash used for financing activities		(224,103	)		(119,533	)


Effect of exchange rates on cash		7,682			4,555


Net (decrease) in cash and cash equivalents		(137,069	)		(244,881	)
Cash and cash equivalents at beginning of period		585,443			1,018,651

Cash and cash equivalents at end of period	$	448,374		$	773,770


Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest	$	54,302		$	59,509
Income taxes		35,180			334,833

See Notes to Consolidated Financial Statements

Sysco Corporation and its Consolidated Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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

1. BASIS OF PRESENTATION

The consolidated financial statements have been prepared by the company, without audit, with the exception of the July 3, 2010 consolidated balance sheet which was taken from the audited financial statements included in the company’s Fiscal 2010 Annual Report on Form 10-K. The financial statements include consolidated balance sheets, consolidated results of operations, consolidated statements of comprehensive income and consolidated cash flows. In the opinion of management, all adjustments, which consist of normal recurring adjustments, necessary to present fairly the financial position, results of operations, comprehensive income and cash flows for all periods presented have been made.

Prior year amounts within the consolidated balance sheets and consolidated cash flows have been reclassified to conform to the current year presentation as it relates to the presentation of cash and accounts payable within these statements. The impact of these reclassifications was immaterial to the prior year period.

These financial statements should be read in conjunction with the audited financial statements and notes thereto included in the company’s Fiscal 2010 Annual Report on Form 10-K.

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

2. FAIR VALUE MEASUREMENTS

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

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

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

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

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

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

•		Time deposits, certificates of deposit and commercial paper included in cash equivalents are valued at amortized cost, which approximates fair value. These are included within cash equivalents as a Level 2 measurement in the tables below.

•		Commercial paper included in short-term investments is valued using broker quotes that utilize observable market inputs. These are included as a Level 2 measurement in the tables below.

•		Money market funds are valued at the closing price reported by the fund sponsor from an actively traded exchange. These are included within cash equivalents and restricted cash as Level 1 measurements in the tables below.

•

The interest rate swap agreements, discussed further in Note 3, “Derivative Financial Instruments,” are valued using a swap valuation model that utilizes an income approach using observable market inputs including interest rates, LIBOR swap rates and credit default swap rates. These are included as a Level 2 measurement in the tables below.

The following tables present the company’s assets and liabilities measured at fair value on a recurring basis as of October 2, 2010, July 3, 2010 and September 26, 2009:


	Assets Measured at Fair Value as of October 2, 2010
	Level 1		Level 2		Level 3		Total
			(In thousands)
Assets:
Cash and cash equivalents
Cash equivalents	$	35,280	$	251,269	$	—	$	286,549
Restricted cash		129,532		—		—		129,532
Other assets
Interest rate swap agreements		—		17,484		—		17,484

Total assets at fair value	$	164,812	$	268,753	$	—	$	433,565


	Assets Measured at Fair Value as of July 3, 2010
	Level 1		Level 2		Level 3		Total
			(In thousands)
Assets:
Cash and cash equivalents
Cash equivalents	$	225,400	$	199,047	$	—	$	424,447
Short-term investments		—		23,511		—		23,511
Restricted cash		124,488		—		—		124,488
Other assets
Interest rate swap agreements		—		11,045		—		11,045

Total assets at fair value	$	349,888	$	233,603	$	—	$	583,491


	Assets and Liabilities Measured at Fair Value as of September 26, 2009
	Level 1		Level 2		Level 3		Total
			(In thousands)
Assets:
Cash and cash equivalents
Cash equivalents	$	511,913	$	124,057	$	—	$	635,970
Short-term investments		—		27,438		—		27,438
Restricted cash		121,755		—		—		121,755

Total assets at fair value	$	633,668	$	151,495	$	—	$	785,163


Liabilities:
Other long-term liabilities
Interest rate swap agreement	$	—	$	446	$	—	$	446

The carrying values of accounts receivable and accounts payable approximated their respective fair values due to the short-term maturities of these instruments. The fair value of Sysco’s total debt is estimated based on the quoted market prices for the same or similar issue or on the current rates offered to the company for debt of the same remaining maturities. The fair value of total debt approximated $2,853.9 million, $2,774.9 million and $2,654.5 million as of October 2, 2010, July 3, 2010 and

September 26, 2009, respectively. The carrying value of total debt was $2,494.5 million, $2,480.6 million and $2,477.5 million as of October 2, 2010, July 3, 2010 and September 26, 2009, respectively.

3. DERIVATIVE FINANCIAL INSTRUMENTS

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

In September 2009, the company entered into an interest rate swap agreement that effectively converted $200.0 million of fixed rate debt maturing in fiscal 2014 to floating rate debt. In October 2009, the company entered into an interest rate swap agreement that effectively converted $250.0 million of fixed rate debt maturing in fiscal 2013 to floating rate debt. Both transactions were entered into with the goal of reducing overall borrowing cost and increasing floating interest rate exposure. These transactions were designated as fair value hedges since the swaps hedge against the changes in fair value of fixed rate debt resulting from changes in interest rates.

The location and the fair value of derivative instruments in the consolidated balance sheet as of October 2, 2010, July 3, 2010 and September 26, 2009 are as follows:

Asset Derivatives

Liability Derivatives

Balance Sheet

Location

Fair Value

Location

Fair Value

(In thousands)

Interest rate swap agreements

October 2, 2010

Other assets

17,484

N/A

July 3, 2010

Other assets

11,045

N/A

September 26, 2009

N/A

Other long-term
liabilities

446

The location and effect of derivative instruments and related hedged items on the consolidated results of operations for the 13-week periods ended October 2, 2010 and September 26, 2009 presented on a pre-tax basis are as follows:

Location of (Gain)

or Loss Recognized

Amount of (Gain) or Loss

in Income

Recognized in Income

13-Week Period Ended

October 2, 2010

September 26, 2009

(In thousands)

Fair Value Hedge Relationships:

Interest rate swap agreements

Interest expense

(500

)

133

Hedge ineffectiveness represents the difference between the changes in the fair value of the derivative instruments and the changes in fair value of the fixed rate debt attributable to changes in the benchmark interest rate. Hedge ineffectiveness is recorded directly in earnings within interest expense and was immaterial for the 13-week periods ended October 2, 2010 and September 26, 2009. The interest rate swaps do not contain credit-risk-related contingent features.

4. DEBT

As of October 2, 2010, Sysco had uncommitted bank lines of credit which provided for unsecured borrowings for working capital of up to $95.0 million, of which none was outstanding.

Sysco and one of its subsidiaries, Sysco International, ULC, have a revolving credit facility supporting the company’s U.S. and Canadian commercial paper programs. The facility in the amount of $1,000.0 million expires on November 4, 2012, but is subject to extension.

As of October 2, 2010, there were no commercial paper issuances outstanding. During the 13-week period ended October 2, 2010, aggregate commercial paper issuances and short-term bank borrowings ranged from zero to approximately $60.0 million.

5. EMPLOYEE BENEFIT PLANS

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


	Pension Benefits						Other Postretirement Plans
	October 2, 2010			September 26, 2009			October 2, 2010			September 26, 2009
	(In thousands)
Service cost	$	24,861		$	16,663		$	99		$	82
Interest cost		33,744			29,899			131			140
Expected return on plan assets		(32,980	)		(26,215	)		—			—
Amortization of prior service cost		989			1,051			47			47
Recognized net actuarial loss (gain)		19,988			10,132			(97	)		(123	)
Amortization of transition obligation		—			—			38			38

Net periodic benefit cost	$	46,602		$	31,530		$	218		$	184

Sysco’s contributions to its company-sponsored defined benefit plans were $5.0 million and $38.8 million during the 13-week periods ended October 2, 2010 and September 26, 2009, respectively.

The company made contributions of $140.0 million to its company-sponsored qualified pension plan (Retirement Plan) in fiscal 2010 that would normally have been made in fiscal 2011. Additional contributions to the Retirement Plan are not currently anticipated in fiscal 2011. The company’s contributions to the Supplemental Executive Retirement Plan (SERP) and other post-retirement plans are made in the amounts needed to fund current year benefit payments. The estimated fiscal 2011 contributions to fund benefit payments for the SERP and other post-retirement plans are $22.2 million and $0.3 million, respectively.

6. EARNINGS PER SHARE

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


	13-Week Period Ended
	October 2, 2010		September 26, 2009
	(In thousands, except for share and per share data)
Numerator:
Net earnings	$	299,069	$	326,205


Denominator:
Weighted-average basic shares outstanding		588,711,412		591,568,212
Dilutive effect of share-based awards		2,391,934		415,262

Weighted-average diluted shares outstanding		591,103,346		591,983,474


Basic earnings per share:	$	0.51	$	0.55


Diluted earnings per share:	$	0.51	$	0.55

The number of options that were not included in the diluted earnings per share calculation because the effect would have been anti-dilutive was approximately 47,800,000 and 66,000,000 for the first quarter of fiscal 2011 and 2010, respectively.

7. SHARE-BASED COMPENSATION

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

Stock Incentive Plans

There were no share-based award grants to employees or non-employee directors during the first quarter of fiscal 2011.

Employees’ Stock Purchase Plan

Plan participants purchased 411,629 shares of Sysco common stock under the Sysco Employees’ Stock Purchase Plan during the first quarter of fiscal 2011.

The weighted average fair value per share of employee stock purchase rights issued pursuant to the Employees’ Stock Purchase Plan was $4.29 during the first quarter of fiscal 2011. The fair value of the stock purchase rights is estimated as the difference between the stock price and the employee purchase price.

All Share-Based Payment Arrangements

The total share-based compensation cost that has been recognized in results of operations was $10.1 million and $12.7 million for the first quarter of fiscal 2011 and fiscal 2010, respectively.

As of October 2, 2010, there was $57.1 million of total unrecognized compensation cost related to share-based compensation arrangements. This cost is expected to be recognized over a weighted-average period of 2.68 years.

8. INCOME TAXES

Internal Revenue Service Settlement

In the first quarter of fiscal 2010, Sysco reached a settlement with the Internal Revenue Service (IRS) in connection with its audits of the company’s 2003 through 2006 federal income tax returns. As a result of the settlement, Sysco agreed to cease paying U.S. federal taxes related to its affiliate Baugh Supply Chain Cooperative (BSCC) on a deferred basis and pay the amounts that were recorded within deferred taxes related to BSCC over a three-year period as follows:


Amounts paid annually:	(In thousands)
Fiscal 2010	$	528,000
Fiscal 2011		212,000
Fiscal 2012		212,000

As noted in the table above, $528.0 million was paid related to the settlement in fiscal 2010, of which $316.0 million was paid in the first quarter of fiscal 2010. Amounts to be paid in fiscal 2011 and 2012 will be paid in connection with Sysco’s quarterly tax payments, two of which fall in the second quarter, one in the third quarter and one in the fourth quarter. The company believes it has access to sufficient cash on hand, cash flow from operations and current access to capital to make payments on all of the amounts noted above. The company had previously accrued interest for a portion of the exposure pertaining to the IRS proposed adjustments and as a result of the settlement with the IRS, Sysco recorded an income tax benefit of approximately $29.0 million in the first quarter of fiscal 2010.

Sysco’s deferred taxes were impacted by the timing of these installment payments. Sysco reclassified amounts due within one year from deferred taxes to accrued income taxes at the beginning of fiscal 2010 and at the beginning of fiscal 2011.

Uncertain Tax Positions

As of October 2, 2010, the gross amount of unrecognized tax benefits was $84.1 million and the gross amount of accrued interest liabilities was $28.3 million. It is reasonably possible that the amount of the unrecognized tax benefits with respect to certain of the company’s unrecognized tax positions will increase or decrease in the next twelve months either because Sysco prevails on positions that were being challenged upon audit or because the company agrees to their disallowance. Items that may cause changes to unrecognized tax benefits primarily include the consideration of various filing requirements in numerous states and the allocation of income and expense between tax jurisdictions. At this time, an estimate of the range of the reasonably possible change cannot be made.

Effective Tax Rates

The effective tax rate of 37.28% for the first quarter of fiscal 2011 was favorably impacted by the adjustment of the carrying values of the company’s corporate-owned life insurance (COLI) policies to their cash surrender values. The gain of $13.5 million recorded in the first quarter of fiscal 2011 is non-taxable for income tax purposes, and had the impact of decreasing income tax expense for the period by $5.2 million.

The effective tax rate of 29.93% for the first quarter of fiscal 2010 was favorably impacted by three items. First, the company recorded an income tax benefit of approximately $29.0 million resulting from the one-time reversal of previously accrued interest related to the settlement with the IRS. Second, the gain of $21.2 million recorded to adjust the carrying value of COLI policies to their cash surrender values in the first quarter of fiscal 2010 was non-taxable for income tax purposes and had the impact of decreasing income tax expense for the period by $8.1 million. Third, the company recorded a tax benefit of approximately $5.0 million for the reversal of valuation allowances previously recorded on state net operating loss carryforwards.

Other

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

9. ACQUISITIONS

During the first quarter of fiscal 2011, in the aggregate, the company paid cash of $23.9 million for an acquisition made during fiscal 2011 and for contingent consideration related to operations acquired in previous fiscal years. Acquisitions in the first quarter of fiscal 2011 were immaterial to the consolidated financial statements.

Certain acquisitions involve contingent consideration typically payable over periods up to five years only in the event that certain operating results are attained or certain outstanding contingencies are resolved. As of October 2, 2010, aggregate contingent consideration amounts outstanding relating to acquisitions was $52.7 million, of which $50.7 million could result in the recording of additional goodwill.

10. COMMITMENTS AND CONTINGENCIES

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

Multi-Employer Pension Plans

Sysco contributes to several multi-employer defined benefit pension plans based on obligations arising under collective bargaining agreements covering union-represented employees. Sysco does not directly manage these multi-employer plans, which are generally managed by boards of trustees, half of whom are appointed by the unions and the other half by other employers contributing to the plan. Based upon the information available from plan administrators, management believes that

several of these multi-employer plans are underfunded. In addition, pension-related legislation requires underfunded pension plans to improve their funding ratios within prescribed intervals based on the level of their underfunding. As a result, Sysco expects its contributions to these plans to increase in the future.

Under current law regarding multi-employer defined benefit plans, a plan’s termination, Sysco’s voluntary withdrawal, or the mass withdrawal of all contributing employers from any underfunded multi-employer defined benefit plan would require Sysco to make payments to the plan for Sysco’s proportionate share of the multi-employer plan’s unfunded vested liabilities. Generally, Sysco does not have the greatest share of liability among the participants in any of these plans. Based on the information available from plan administrators, which has valuation dates ranging from January 31, 2008 to December 31, 2009, Sysco estimates its share of withdrawal liability on most of the multi-employer plans in which it participates could have been as much as $190.0 million as of October 2, 2010, based on a voluntary withdrawal. The majority of the plans we participate in have a valuation date of calendar year-end. As such, the majority of the estimated withdrawal liability results from plans for which the valuation date was December 31, 2008; therefore, the company’s estimated liability reflects the asset losses incurred by the financial markets as of that date. In general, the financial markets have improved since December 31, 2008; therefore, management believes Sysco’s current share of the withdrawal liability could differ from this estimate. In addition, if a multi-employer defined benefit plan fails to satisfy certain minimum funding requirements, the IRS may impose a nondeductible excise tax of 5% on the amount of the accumulated funding deficiency for those employers contributing to the fund. As of October 2, 2010, Sysco had approximately $6.3 million in liabilities recorded related to certain multi-employer defined benefit plans for which Sysco’s voluntary withdrawal had already occurred.

Fuel Commitments

From time to time, Sysco may enter into forward purchase commitments for a portion of its projected diesel fuel requirements. As of October 2, 2010, outstanding forward diesel fuel purchase commitments totaled approximately $80.0 million at a fixed price through October 2011.

11. BUSINESS SEGMENT INFORMATION

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

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

Included in corporate expenses, among other items, are:

	•		Gains and losses recorded to adjust COLI policies to their cash surrender values;

	•		Share-based compensation expense;

	•		Expenses related to the company’s business transformation project; and

	•		Corporate-level depreciation and amortization expense.

The following tables set forth certain financial information for Sysco’s business segments:


	13-Week Period Ended
	October 2, 2010			September 26, 2009
Sales (in thousands):
Broadline	$	7,791,274		$	7,308,706
SYGMA		1,319,496			1,150,861
Other		786,925			742,877
Intersegment sales		(146,421	)		(121,018	)

Total	$	9,751,274		$	9,081,426


	13-Week Period Ended
	October 2, 2010			September 26, 2009
Operating income (in thousands):
Broadline	$	535,757		$	509,024
SYGMA		14,570			5,838
Other		26,875			25,814

Total segments		577,202			540,676
Corporate expenses		(70,962	)		(43,348	)

Total operating income		506,240			497,328

Interest expense		31,101			33,800
Other expense (income), net		(1,684	)		(2,012	)

Earnings before income taxes	$	476,823		$	465,540


	October 2, 2010		July 3, 2010		September 26, 2009
Assets (in thousands):
Broadline	$	6,533,318	$	6,218,985	$	5,966,216
SYGMA		385,487		392,883		347,854
Other		949,072		937,605		904,950

Total segments		7,867,877		7,549,473		7,219,020
Corporate		2,787,533		2,764,228		3,133,419

Total	$	10,655,410	$	10,313,701	$	10,352,439

12. SUPPLEMENTAL GUARANTOR INFORMATION

Sysco International, ULC is an unlimited liability company organized under the laws of the Province of British Columbia, Canada and is a wholly-owned subsidiary of Sysco. In May 2002, Sysco International, Co. issued, in a private offering, $200.0 million of 6.10% notes due in 2012. These notes are fully and unconditionally guaranteed by Sysco.

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


	Condensed Consolidating Balance Sheet
	October 2, 2010
					Other
			Sysco		Non-Guarantor						Consolidated
	Sysco		International		Subsidiaries			Eliminations			Totals
	(In thousands)
Current assets	$	219,678	$	21	$	5,069,712		$	—		$	5,289,411
Investment in subsidiaries		15,352,365		493,563		130,477			(15,976,405	)		—
Plant and equipment, net		471,947		—		2,805,636			—			3,277,583
Other assets		386,531		543		1,701,342			—			2,088,416

Total assets	$	16,430,521	$	494,127	$	9,707,167		$	(15,976,405	)	$	10,655,410


Current liabilities	$	369,160	$	4,165	$	2,772,696		$	—		$	3,146,021
Intercompany payables (receivables)		9,514,740		84,075		(9,598,815	)		—			—
Long-term debt		2,233,383		199,897		53,366			—			2,486,646
Other liabilities		513,242		—		528,506			—			1,041,748
Shareholders’ equity		3,799,996		205,990		15,951,414			(15,976,405	)		3,980,995

Total liabilities and shareholders’ equity	$	16,430,521	$	494,127	$	9,707,167		$	(15,976,405	)	$	10,655,410


	Condensed Consolidating Balance Sheet
	July 3, 2010
					Other
			Sysco		Non-Guarantor						Consolidated
	Sysco		International		Subsidiaries			Eliminations			Totals
	(In thousands)
Current assets	$	417,336	$	33	$	4,658,889		$	—		$	5,076,258
Investment in subsidiaries		14,979,871		465,641		142,925			(15,588,437	)		—
Plant and equipment, net		425,279		—		2,778,544			—			3,203,823
Other assets		362,658		597		1,670,365			—			2,033,620

Total assets	$	16,185,144	$	466,271	$	9,250,723		$	(15,588,437	)	$	10,313,701


Current liabilities	$	444,274	$	1,114	$	2,563,810		$	—		$	3,009,198
Intercompany payables (receivables)		9,405,317		73,124		(9,478,441	)		—			—
Long-term debt		2,225,781		199,881		47,000			—			2,472,662
Other liabilities		411,781		—		592,534			—			1,004,315
Shareholders’ equity		3,697,991		192,152		15,525,820			(15,588,437	)		3,827,526

Total liabilities and shareholders’ equity	$	16,185,144	$	466,271	$	9,250,723		$	(15,588,437	)	$	10,313,701


	Condensed Consolidating Balance Sheet
	September 26, 2009
					Other
			Sysco		Non-Guarantor						Consolidated
	Sysco		International		Subsidiaries			Eliminations			Totals
	(In thousands)
Current assets	$	678,541	$	24	$	4,605,984		$	—		$	5,284,549
Investment in subsidiaries		13,735,447		432,460		149,296			(14,317,203	)		—
Plant and equipment, net		277,217		—		2,737,124			—			3,014,341
Other assets		422,235		805		1,630,509			—			2,053,549

Total assets	$	15,113,440	$	433,289	$	9,122,913		$	(14,317,203	)	$	10,352,439


Current liabilities	$	363,660	$	4,056	$	2,637,277		$	—		$	3,004,993
Intercompany payables (receivables)		8,527,393		69,303		(8,596,696	)		—			—
Long-term debt		2,219,338		199,832		49,613			—			2,468,783
Other liabilities		405,335		—		758,970			—			1,164,305
Shareholders’ equity		3,597,714		160,098		14,273,749			(14,317,203	)		3,714,358

Total liabilities and shareholders’ equity	$	15,113,440	$	433,289	$	9,122,913		$	(14,317,203	)	$	10,352,439


	Condensed Consolidating Results of Operations
	For the 13-Week Period Ended October 2, 2010
							Other
				Sysco			Non-Guarantor						Consolidated
	Sysco			International			Subsidiaries			Eliminations			Totals
	(In thousands)
Sales	$	—		$	—		$	9,751,274		$	—		$	9,751,274
Cost of sales		—			—			7,919,857			—			7,919,857

Gross margin		—			—			1,831,417			—			1,831,417
Operating expenses		67,695			33			1,257,449			—			1,325,177

Operating income (loss)		(67,695	)		(33	)		573,968			—			506,240
Interest expense (income)		130,989			2,576			(102,464	)		—			31,101
Other expense (income), net		(83	)		—			(1,601	)		—			(1,684	)

Earnings (losses) before income taxes		(198,601	)		(2,609	)		678,033			—			476,823
Income tax (benefit) provision		(74,036	)		(973	)		252,763			—			177,754
Equity in earnings of subsidiaries		423,634			15,474			—			(439,108	)		—

Net earnings	$	299,069		$	13,838		$	425,270		$	(439,108	)	$	299,069


	Condensed Consolidating Results of Operations
	For the 13-Week Period Ended September 26, 2009
							Other
				Sysco			Non-Guarantor						Consolidated
	Sysco			International			Subsidiaries			Eliminations			Totals
	(In thousands)
Sales	$	—		$	—		$	9,081,426		$	—		$	9,081,426
Cost of sales		—			—			7,334,067			—			7,334,067

Gross margin		—			—			1,747,359			—			1,747,359
Operating expenses		45,062			34			1,204,935			—			1,250,031

Operating income (loss)		(45,062	)		(34	)		542,424			—			497,328
Interest expense (income)		120,564			2,490			(89,254	)		—			33,800
Other expense (income), net		(354	)		—			(1,658	)		—			(2,012	)

Earnings (losses) before income taxes		(165,272	)		(2,524	)		633,336			—			465,540
Income tax (benefit) provision		(49,465	)		(755	)		189,555			—			139,335
Equity in earnings of subsidiaries		442,012			13,193			—			(455,205	)		—

Net earnings	$	326,205		$	11,424		$	443,781		$	(455,205	)	$	326,205


	Condensed Consolidating Cash Flows
	For the 13-Week Period Ended October 2, 2010
							Other
				Sysco			Non-Guarantor			Consolidated
	Sysco			International			Subsidiaries			Totals
	(In thousands)
Net cash provided by (used for):
Operating activities	$	(83,996	)	$	16,971		$	293,807		$	226,782
Investing activities		(59,502	)		—			(87,928	)		(147,430	)
Financing activities		(222,242	)		—			(1,861	)		(224,103	)
Effect of exchange rates on cash		—			—			7,682			7,682
Intercompany activity		162,988			(16,971	)		(146,017	)		—

Net increase in cash		(202,752	)		—			65,683			(137,069	)
Cash at the beginning of the period		373,523			—			211,920			585,443

Cash at the end of the period	$	170,771		$	—		$	277,603		$	448,374


	Condensed Consolidating Cash Flows
	For the 13-Week Period Ended September 26, 2009
							Other
				Sysco			Non-Guarantor			Consolidated
	Sysco			International			Subsidiaries			Totals
	(In thousands)
Net cash provided by (used for):
Operating activities	$	(92,458	)	$	14,579		$	119,483		$	41,604
Investing activities		(49,771	)		—			(121,736	)		(171,507	)
Financing activities		(120,591	)		—			1,058			(119,533	)
Effect of exchange rates on cash		—			—			4,555			4,555
Intercompany activity		(356	)		(14,579	)		14,935			—

Net (decrease) increase in cash		(263,176	)		—			18,295			(244,881	)
Cash at the beginning of the period		899,195			—			119,456			1,018,651

Cash at the end of the period	$	636,019		$	—		$	137,751		$	773,770

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

This discussion should be read in conjunction with our consolidated financial statements as of July 3, 2010, and the fiscal year then ended, and Management’s Discussion and Analysis of Financial Condition and Results of Operations, both contained in our Annual Report on Form 10-K for the fiscal year ended July 3, 2010.

Highlights

A slow economic recovery in the United States and Canada combined with lower consumer confidence contributed to a challenging environment in the first quarter of fiscal 2011. However, we were able to increase sales and improve productivity to achieve growth in operating income in the first quarter of fiscal 2011. We also recorded gains on corporate-owned life insurance (COLI) policies, which positively impacted net earnings and earnings per share.

•		Sales increased 7.4% in the first quarter of fiscal 2011 from the comparable prior year period to $9.8 billion primarily due to improving case volumes and increased prices due to inflation. Inflation, as measured by changes in our product costs, was an estimated 3.3% during the first quarter of fiscal 2011. Sales from acquisitions within the last 12 months favorably impacted sales by 0.6%, and the exchange rates used to translate our foreign sales into U.S. dollars positively impacted sales by 0.5%.

•		Operating income increased to $506.2 million, a 1.8% increase over the comparable prior year period, primarily driven by the increase in sales and improved productivity. Gross margin dollars increased 4.8% in the first quarter of fiscal 2011 from the first quarter of fiscal 2010 but declined as a percentage of sales primarily due to strategic pricing initiatives and impact of significant inflation in certain product categories. Operating expenses increased 6.0% primarily due to increased pay-related expense related to increased sales, an increase in net company-sponsored pension costs and an unfavorable year-over-year comparison on the amounts recorded to adjust the carrying value of COLI policies to their cash surrender values.

•		Net earnings decreased to $299.1 million, an 8.3% decrease from the comparable prior year period, primarily due to an increase in the effective tax rate. The effective tax rate for the first quarter of fiscal 2011 was 37.28%, compared to an effective tax rate of 29.93% for the first quarter of fiscal 2010. The difference between the tax rates for the two periods resulted largely from the one-time reversal of interest accruals for tax contingencies related to our settlement with the Internal Revenue Service (IRS) in the first quarter of fiscal 2010 and greater non-taxable gains recorded on COLI policies in the first quarter of fiscal 2010.

•		Basic and diluted earnings per share in the first quarter of fiscal 2011 were both $0.51, a decrease of 7.3% from the comparable prior year period primarily due to the factors discussed above. Both basic and diluted earnings per share were favorably impacted by $0.02 per share in the first quarter of fiscal 2011 due to the gains recorded on the adjustment of the carrying value of COLI policies to their cash surrender values. This compares to a $0.09 per share favorable impact to earnings per share in the first quarter of fiscal 2010 from the one-time reversal of a previously accrued liability related to the settlement of an outstanding tax matter with the IRS of $0.05 per share and the gains recorded on the adjustment of the carrying value of COLI policies to their cash surrender values of $0.04 per share.

Overview

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

We consider our primary market to be the foodservice market in the United States and Canada and estimate that we serve about 17% of this approximately $210 billion annual market as measured at the at the end of fiscal 2010. According to industry sources, the foodservice, or food-away-from-home, market represents approximately half of the total dollars spent on food purchases made at the consumer level in the United States.

General economic conditions and consumer confidence can affect the frequency of purchases and amounts spent by consumers for food-away-from-home and, in turn, can impact our customers and our sales. We believe the current general economic conditions, including pressure on consumer disposable income, have contributed to a decline in the foodservice

market and a slow rate of recovery is anticipated. Historically, we have grown at a faster rate than the overall industry and have grown our market share in this fragmented industry.

Strategy

We continue to invest in our core business to expand our market share and grow earnings. We will continue to use our strategies to leverage our market leadership position to continuously improve how we buy, handle and market products for our customers. These strategies include: growing our sales, our Business Transformation Project, achieving productivity gains and lowering procurement costs. These strategies are described in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended July 3, 2010.

Our primary focus is on growing and optimizing our core foodservice distribution business in North America; however, we will continue to explore and identify opportunities to grow in new international markets and in other areas of business that complement our core foodservice distribution service. As a part of our ongoing strategic analysis, we regularly evaluate business opportunities, including potential acquisitions and sales of assets and businesses.

Business Transformation Project

We have substantially completed the design phase of our Business Transformation Project and we are currently building and testing the underlying Enterprise Resource Planning system and processes. Our pilot implementation is anticipated to begin with our first operating company location and the shared services center in the second half of fiscal 2011. Implementation is anticipated to occur across the majority of our Broadline and SYGMA operating companies by the end of fiscal 2013. Although we expect the investment in the business transformation project to provide meaningful benefits to the company over the long-term, the costs will exceed the benefits during the early stages of implementation, including fiscal 2011.

Results of Operations

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


	13-Week Period Ended
	October 2, 2010			September 26, 2009
Sales		100.0	%		100.0	%
Cost of sales		81.2			80.8

Gross margin		18.8			19.2
Operating expenses		13.6			13.7

Operating income		5.2			5.5
Interest expense		0.3			0.4
Other expense (income), net		(0.0	)		(0.0	)

Earnings before income taxes		4.9			5.1
Income taxes		1.8			1.5

Net earnings		3.1	%		3.6	%

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


	13-Week Period
Sales		7.4	%
Cost of sales		8.0

Gross margin		4.8
Operating expenses		6.0

Operating income		1.8
Interest expense		(8.0	)
Other expense (income), net		(16.3	)

Earnings before income taxes		2.4
Income taxes		27.6

Net earnings		(8.3	)%


Basic earnings per share		(7.3	)%
Diluted earnings per share		(7.3	)

Average shares outstanding		(0.5	)
Diluted shares outstanding		(0.1	)

Sales

Sales were 7.4% higher in the first quarter of fiscal 2011 than the comparable period of the prior year. Improving case volumes combined with product cost inflation, and the resulting increase in selling prices, had an impact on sales in the first quarter of fiscal 2011. Changes in product costs, an internal measure of inflation or deflation, were estimated as inflation of 3.3% during the first quarter of fiscal 2011, as compared to deflation of 3.4% during the first quarter of fiscal 2010. Sales from acquisitions within the last 12 months favorably impacted sales by 0.6% for the first quarter of fiscal 2011. The exchange rates used to translate our foreign sales into U.S. dollars positively impacted sales by 0.5% in the first quarter of fiscal 2011 compared to the first quarter fiscal 2010.

Our sequential quarterly sales trend declined each quarter from fiscal 2008 to the second quarter of fiscal 2010. Our sales trend turned positive in the third quarter of fiscal 2010 and continued in the first quarter of fiscal 2011. We believe the slow economic recovery continues to place pressure on consumer disposable income and has constricted growth in the foodservice market. While economic conditions are showing signs of improvement, we believe consumer disposable income will remain under pressure, which could affect sales.

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

Operating Income

Cost of sales primarily includes our product costs, net of vendor consideration, and includes in-bound freight. Operating expenses include the costs of facilities, product handling, delivery, selling and general and administrative activities. Fuel surcharges are reflected within sales and gross margins; fuel costs are reflected within operating expenses.

Operating income increased 1.8% in the first quarter of fiscal 2011 from the first quarter of fiscal 2010 to $506.2 million, and as a percentage of sales, declined to 5.2% of sales. This increase in operating income was primarily due to increased sales and improved productivity. Gross margin dollars increased 4.8% in the first quarter of fiscal 2011 from the first quarter of fiscal 2010, while operating expenses increased 6.0% in the first quarter of fiscal 2011. Productivity improvements occurred within our warehouse and delivery functions by increasing cases handled per employee and cases delivered on each truck route.

Gross margin dollars increased in the first quarter of fiscal 2011 as compared to the first quarter of fiscal 2010 primarily due to increased sales. Gross margin, as a percentage of sales, was 18.78% in the first quarter of fiscal 2011, a decline of 46 from the gross margin percentage of 19.24% in the first quarter of fiscal 2010. This decline in gross margin percentage was primarily the result of three factors. First, certain ongoing strategic pricing initiatives largely lowered our prices to our customers in order to increase sales volumes in specific product categories. This contributed to the reduction of gross margin as a percentage of sales. Second, while Sysco’s overall level of product cost inflation for the period was a modest 3.3%, we experienced higher levels of inflation in the dairy, meat and seafood product categories ranging from 8% to 11%. While we are generally able to pass through modest levels of inflation to our customers on a timely basis, we were unable to fully pass on these higher levels of inflation in these product categories on a timely basis without negatively impacting our customers’ business. Prolonged periods of high inflation, either overall or in certain product categories, can have a negative impact on our customers, as high food costs can reduce consumer spending in the food-away-from-home market, and may negatively impact our sales, gross margins and earnings. Third, to a lesser extent, case volumes increased at a greater rate within our SYGMA segment which generally receives lower pricing for higher volume.

Operating expenses for the first quarter fiscal 2011 were higher than in the comparable prior year period primarily due to increased pay-related expense related to increased sales, an increase in net company-sponsored pension costs and an unfavorable year-over-year comparison on the amounts recorded to adjust the carrying value of COLI policies to their cash surrender values.

Pay-related expense, excluding labor costs associated with our Business Transformation Project, increased by $44.4 million in the first quarter of fiscal 2011 from the comparable prior year period primarily due to our increased sales, including both sales incentive compensation and delivery personnel costs. Portions of our pay-related expense are variable in nature and are expected to increase when sales increase.

Net company-sponsored pension costs in the first quarter of fiscal 2011 were $15.1 million higher than in the comparable prior year period, due primarily to a decrease in discount rates used to calculate our projected benefit obligation and related pension expense, partially offset by reduced amortization of our net actuarial loss resulting from actuarial gains from higher returns on assets of Sysco’s Retirement Plan during fiscal 2010. Net company-sponsored pension costs for each fiscal year are determined as of the previous fiscal year end’s plan measurement date and therefore the rate of increase for each quarter is known at that time.

We adjust the carrying values of our COLI policies to their cash surrender values on an ongoing basis. The cash surrender values of these policies are partially based on the values of underlying investments, which include equity securities. As a result, the cash surrender values of these policies will fluctuate with changes in the market value of such securities. The changes in the financial markets resulted in gains for these policies of $13.5 million in the first quarter of fiscal 2011. These gains compared to the recognition of gains of $21.2 million in the first quarter of fiscal 2010. The performance of the financial markets will continue to influence the cash surrender values of our COLI policies, which could cause volatility in operating income, net earnings and earnings per share.

Net Earnings

Net earnings decreased 8.3% in the first quarter of fiscal 2011 from the comparable period of the prior year due primarily to the impact of changes in income taxes, as well as the factors discussed above. The difference between the tax rates for the two periods, as discussed below, resulted largely from the one-time reversal of interest accruals for tax contingencies related to our settlement with the IRS in the first quarter of fiscal 2010 and greater non-taxable gains recorded on COLI policies in the first quarter of fiscal 2010.

The effective tax rate of 37.28% for the first quarter of fiscal 2011 was favorably impacted by the adjustment of the carrying values of our COLI policies to their cash surrender values. The gain of $13.5 million recorded in the first quarter of fiscal 2011 is non-taxable for income tax purposes, and had the impact of decreasing income tax expense for the period by $5.2 million.

The effective tax rate of 29.93% for the first quarter of fiscal 2010 was favorably impacted by three items. First, we recorded an income tax benefit of approximately $29.0 million resulting from the one-time reversal of previously accrued interest related to the settlement with the IRS (see “Other Considerations” for additional discussion). Second, the gain of $21.2 million recorded to adjust the carrying value of COLI policies to their cash surrender values in the first quarter of fiscal 2010 was non-taxable for income tax purposes and had the impact of decreasing income tax expense for the period by $8.1 million.

Third, we recorded a tax benefit of approximately $5.0 million for the reversal of valuation allowances previously recorded on state net operating loss carryforwards.

Earnings Per Share

Basic and diluted earnings per share decreased 7.3% in the first quarter of fiscal 2011 from the comparable period of the prior year. The decrease was primarily the result of factors discussed above, as well as a small net reduction in shares outstanding. The net reduction in both average and diluted shares outstanding was primarily due to share repurchases.

Both basic and diluted earnings per share were favorably impacted by $0.02 per share in the first quarter of fiscal 2011 due to the gains recorded on the adjustment of the carrying value of COLI policies to their cash surrender values. This compares to a $0.09 per share favorable impact to earnings per share in the first quarter of fiscal 2010 from the one-time reversal on interest accruals for the tax contingencies related to IRS settlement of $0.05 per share and the gain recorded on the adjustment of the COLI policies to their cash surrender values of $0.04 per share.

Segment Results

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

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

Included in corporate expenses, among other items, are:

	•		Gains and losses recorded to adjust COLI policies to their cash surrender values;

	•		Share-based compensation expense;

	•		Expenses related to our Business Transformation Project; and

	•		Corporate-level depreciation and amortization expense.

The following table sets forth the operating income of each of our reportable segments and the other segment expressed as a percentage of each segment’s sales for each period reported and should be read in conjunction with Note 11, “Business Segment Information”:


	Operating Income as a
	Percentage of Sales
	13-Week Period
	October 2, 2010			September 26, 2009
Broadline		6.9	%		7.0	%
SYGMA		1.1			0.5
Other		3.4			3.5

The following table sets forth the change in the selected financial data of each of our reportable segments and the other segment expressed as a percentage increase or decrease over the comparable period in the prior year and should be read in conjunction with Note 11, “Business Segment Information”:


	13-Week Period
				Operating
	Sales			Income
Broadline		6.6	%		5.3	%
SYGMA		14.7			149.6
Other		5.9			4.1

The following tables set forth sales and operating income of each of our reportable segments, the other segment, and intersegment sales, expressed as a percentage of aggregate segment sales, including intersegment sales, and operating income, respectively. For purposes of these statistical tables, operating income of our segments excludes corporate expenses of $71.0 million in the first quarter of fiscal 2011, as compared to $43.3 million in the first quarter of fiscal 2010, that is not charged to our segments. This information should be read in conjunction with Note 11, “Business Segment Information”:


	13-Week Period Ended
	October 2, 2010						September 26, 2009
				Segment Operating						Segment Operating
	Sales			Income			Sales			Income
Broadline		79.9	%		92.8	%		80.5	%		94.1	%
SYGMA		13.5			2.5			12.6			1.1
Other		8.1			4.7			8.2			4.8
Intersegment sales		(1.5	)		—			(1.3	)		—

Total		100.0	%		100.0	%		100.0	%		100.0	%

Broadline Segment

Broadline operating companies distribute a full line of food products and a wide variety of non-food products to both traditional and chain restaurant customers. In the first quarter of fiscal 2011, the Broadline operating results represented approximately 79.9% of Sysco’s overall sales and 92.8% of the aggregated operating income of Sysco’s segments, which excludes corporate expenses and consolidated adjustments.

Sales

Sales were 6.6% greater in the first quarter of fiscal 2011 than in the comparable period of the prior year. Case volume improvement combined with product cost inflation, and the resulting increase in selling prices, contributed to the increase in sales in the first quarter of fiscal 2011. Changes in product costs, an internal measure of inflation or deflation, were estimated as inflation of 3.5% during the first quarter of fiscal 2011, as compared to deflation of 3.6% during the first quarter of fiscal 2010. Sales from acquisitions within the last 12 months favorably impacted sales by 0.7% for the first quarter of fiscal 2011. The exchange rates used to translate our foreign sales into U.S. dollars positively impacted sales by 0.6% in the first quarter of fiscal 2011 compared to the first quarter of fiscal 2010.

Operating Income

Operating income increased 5.3% in the first quarter of fiscal 2011 due to increased sales and improved productivity. Gross margin dollars increased 4.4% while operating expenses increased 4.0% in the first quarter of fiscal 2011 as compared to the first quarter of fiscal 2010. Productivity improvements occurred within our warehouse and delivery functions by increasing cases handled per employee and cases delivered on each truck route.

Gross margin dollars increased in the first quarter of fiscal 2011 primarily due to increased sales; however, gross margin dollars increased at a lower rate than sales. This slower growth in gross margin dollars was primarily the result of two factors. First, certain ongoing strategic pricing initiatives largely lowered our prices to our customers in order to increase sales volumes in specific product categories. This contributed to the reduction of gross margin as a percentage of sales. Second, while the

Broadline segment’s overall level of product cost inflation for the period was a modest 3.5%, we experienced higher levels of inflation in the dairy, meat and seafood product categories ranging from 8% to 11%. While we are generally able to pass through modest levels of inflation to our customers on a timely basis, we were unable to fully pass on these higher levels of inflation in these product categories on a timely basis without negatively impacting our customers’ business. The expense increase in fiscal 2011 was driven largely by an increase in pay-related expenses relating to the sales increase, including both sales incentive compensation and delivery personnel costs. Portions of our pay-related expense are variable in nature and are expected to increase when sales increase.

SYGMA Segment

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

Sales

Sales were 14.7% greater in the first quarter of fiscal 2011 than in the comparable period of the prior year primarily due to case volume improvement. The case growth was largely attributable to new customers. Also contributing to the case growth to a lesser extent was an increase in volume from certain existing customers. However, sales to other existing customers were affected by the weak economic environment which applied continued pressure to consumer discretionary spending and negatively impacted overall restaurant traffic counts.

Operating Income

Operating income increased $8.7 million in the first quarter of fiscal 2011 over the comparable period of the prior year due to increased sales and improved productivity. Gross margin dollars increased 15.8% while operating expenses increased 7.3% in the first quarter of fiscal 2011 from the first quarter of fiscal 2010. Contributing to the gross margin increase in the first quarter were increased sales and an increase of approximately $1.2 million in the fuel surcharges charged to customers in the first quarter of fiscal 2011 from the comparable period of the prior year due to higher fuel prices in fiscal 2011. The increase in operating expenses was largely driven by increased delivery personnel payroll costs resulting from increased sales. Productivity improvements occurred within our warehouse, delivery and administrative functions.

Other Segment

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

Operating income increased 4.1% for the first quarter of fiscal 2011 from the comparable period of the prior year. The increase in operating income for the first quarter of fiscal 2011 was caused primarily by increased sales and favorable expense management in the specialty produce and meat segments.

Liquidity and Capital Resources

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

We believe that our cash flows from operations, the availability of additional capital under our existing commercial paper programs and bank lines of credit and our ability to access capital from financial markets, including issuances of debt securities, either privately or under our shelf registration statement filed with the Securities and Exchange Commission (SEC), will be sufficient to meet our anticipated cash requirements for the next twelve months and beyond, while maintaining sufficient liquidity for normal operating purposes. We have continued to maintain the highest credit rating available for U.S.

commercial paper. We believe that we will continue to be able to access the commercial paper market effectively as well as the long-term capital markets, if necessary.

Operating Activities

We generated $226.8 million in cash flow from operations in the first quarter of fiscal 2011, as compared to $41.6 million in the first quarter of fiscal 2010. The increase of $185.2 million between the two periods was driven largely by $316.0 million of payments made in relation to the IRS settlement in the first quarter of fiscal 2010, together with several less significant items as described in more detail below.

Cash flow from operations in the first quarter of fiscal 2011 was primarily generated by an increase in accrued income taxes, net income and non-cash depreciation and amortization expense. These increases were partially offset by changes in deferred tax assets and liabilities, an increase in accounts receivable balances, a decrease in accrued expenses and an increase in inventory balances. Cash flow from operations in the first quarter of fiscal 2010 was primarily generated by net income, non-cash depreciation and amortization expense and an increase in accounts payable balances. These increases were partially offset by changes in deferred tax assets and liabilities, increases in account receivable balances and inventory balances and a decrease in other long-term liabilities and prepaid pension cost.

The increase in accounts receivable balances for the first quarter of fiscal 2011 was primarily due to the increase in sales in the first quarter as well as a seasonal change in volume and customer mix. The increase in accounts receivable balances for the first quarter of fiscal 2010 was primarily due to a seasonal change in volume and customer mix, partially offset by the sales decline. Due to normal seasonal patterns, sales to multi-unit customers and school districts represented a larger percentage of our sales at the end of each first quarter as compared to the end of each prior fiscal year. Payment terms for these types of customers are traditionally longer than average.

The increase in inventory balances for the first quarter of fiscal 2011 was primarily due to the increase in sales in the quarter. The increase in inventory balances for the first quarter of fiscal 2010 was related to the seasonal change in volume and customer mix discussed above.

The increases in accounts payable balances for the first quarter of fiscal 2011 and fiscal 2010 were primarily due to the growth in inventory discussed above. In addition, accounts payable balances are impacted by many factors, including changes in product mix, cash discount terms and changes in payment terms with vendors.

Cash flow from operations was negatively impacted by decreases in accrued expenses of $124.6 million for the first quarter of fiscal 2011 and $33.9 million for the first quarter of fiscal 2010. The decreases in both periods were primarily due to the payment of the respective prior year annual incentive bonuses, partially offset by accruals for current year compensation incentives. A decrease in accrued interest also contributed to the overall decrease for the first quarter of fiscal 2011. The remainder of the decrease for the first quarter of fiscal 2010 was composed of multiple offsetting changes in various other accruals, of which no change was individually significant.

Cash flow from operations for the first quarter of fiscal 2011 was positively impacted by an increase in accrued income taxes of $342.1 million, partially offset by changes in deferred tax assets and liabilities of $198.9 million. There were no payments related to the IRS settlement in the first quarter of fiscal 2011. Cash flow from operations for the first quarter of fiscal 2010 was negatively impacted by changes in deferred tax assets and liabilities of $207.5 million, partially offset by an increase in accrued income taxes of $56.1 million. The main factor affecting both of these items, as well as cash taxes paid, was the IRS settlement, which resulted in the payment of taxes of $316.0 million in the first quarter of fiscal 2010. Total cash taxes paid were $35.2 million and $334.8 million in the first quarter of fiscal 2011 and 2010, respectively. The changes in both the first quarter of fiscal 2011 and the first quarter of fiscal 2010 were also impacted by the current tax provision.

Other long-term liabilities increased $47.0 million during the first quarter of fiscal 2011 primarily as a result of net company sponsored pension costs exceeding contributions to our company-sponsored pension plans during the period.

The net balances of other long-term liabilities and prepaid pension cost decreased $85.6 million during the first quarter of fiscal 2010. The decrease was primarily attributable to three items. First, our liability for uncertain tax positions decreased as a result of the settlement with the IRS. Second, our liability for deferred incentive compensation decreased due to accelerated distributions taken by plan participants during the first quarter of fiscal 2010 of all or a portion of their vested balances pursuant

to certain transitional relief under the provisions of Section 409A of the Internal Revenue Code. Third, pension contributions to our company-sponsored plans exceeded net company-sponsored pension costs.

We recorded net company-sponsored pension costs of $46.6 million and $31.5 million in the first quarter of fiscal 2011 and fiscal 2010, respectively. Our contributions to our company-sponsored defined benefit plans were $5.0 million and $38.8 million in the first quarter of fiscal 2011 and fiscal 2010, respectively. The difference in the level of contributions in the first quarter of fiscal 2011 and fiscal 2010 is due to the timing and amount of our contributions to the Retirement Plan. In fiscal 2010, we contributed $35.0 million per quarter to the Retirement Plan and made an additional contribution of $140.0 million in the fourth quarter that would normally have been made in fiscal 2011. Additional contributions to the Retirement Plan are not currently anticipated in fiscal 2011.

Investing Activities

Capital expenditures in both the first quarter of fiscal 2011 and the first quarter of fiscal 2010 primarily included facility replacements and expansions, fleet replacements and investments in technology including our Business Transformation Project.

During the first quarter of fiscal 2011, we paid cash of $23.9 million for operations acquired during fiscal 2011 and for contingent consideration related to operations acquired in previous years.

Financing Activities

During the first quarter of fiscal 2011, a total of 4,000,000 shares were repurchased at a cost of $116.7 million. There were no shares repurchased in the first quarter of fiscal 2010. On August 27, 2010, the Board of Directors approved a new share repurchase program covering an additional 20,000,000 shares. An additional 1,600,000 shares were repurchased at a cost of $46.5 million through October 30, 2010, resulting in a remaining authorization by our Board of Directors to repurchase up to 17,786,600 shares, based on the trades made through that date.

Dividends paid in the first quarter of fiscal 2011 were $146.9 million, or $0.25 per share, as compared to $141.7 million, or $0.24 per share, in the first quarter of fiscal 2010. In August 2010, we declared our regular quarterly dividend for the second quarter of fiscal 2011 of $0.25 per share, which was paid in October 2010.

We have uncommitted bank lines of credit, which provide for unsecured borrowings for working capital of up to $95.0 million, of which none was outstanding as of October 2, 2010. Such borrowings were $1.2 million as of October 30, 2010.

Sysco and one of our subsidiaries, Sysco International, ULC, have a revolving credit facility supporting our U.S. and Canadian commercial paper programs. The facility, in the amount of $1.0 billion, expires on November 4, 2012, but is subject to extension.

There were no commercial paper issuances outstanding as of October 2, 2010 or October 30, 2010. During the 13-week period ended October 2, 2010, aggregate commercial paper issuances and short-term bank borrowings ranged from zero to approximately $60.0 million.

Other Considerations

Multi-Employer Pension Plans

As discussed in Note 10, “Commitments and Contingencies,” we contribute to several multi-employer defined benefit pension plans based on obligations arising under collective bargaining agreements covering union-represented employees.

Under current law regarding multi-employer defined benefit plans, a plan’s termination, our voluntary withdrawal or the mass withdrawal of all contributing employers from any underfunded multi-employer defined benefit plan would require us to make payments to the plan for our proportionate share of the multi-employer plan’s unfunded vested liabilities. Generally, Sysco does not have the greatest share of liability among the participants in any of these plans. Based on the information available from plan administrators, which has valuation dates ranging from January 31, 2008 to December 31, 2009, we estimate our share of withdrawal liability on most of the multi-employer plans in which we participate could have been as much

as $190.0 million as of October 2, 2010 based on a voluntary withdrawal. The majority of the plans we participate in have a valuation date of calendar year-end. As such, the majority of our estimated withdrawal liability results from plans for which the valuation date was December 31, 2008; therefore, our estimated liability reflects the asset losses incurred by the financial markets as of that date. In general, the financial markets improved during calendar year 2009; therefore, we believe our current share of the withdrawal liability could differ from this estimate. In addition, if a multi-employer defined benefit plan fails to satisfy certain minimum funding requirements, the IRS may impose a non-deductible excise tax of 5% on the amount of the accumulated funding deficiency for those employers contributing to the fund. As of October 2, 2010, we have approximately $6.3 million in liabilities recorded related to certain multi-employer defined benefit plans for which our voluntary withdrawal had already occurred.

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

BSCC Cooperative Structure

In the first quarter of fiscal 2010, Sysco reached a settlement with the IRS in connection with its audits of our 2003 through 2006 federal income tax returns. As a result of the settlement, we agreed to cease paying U.S. federal taxes related to its affiliate Baugh Supply Chain Cooperative (BSCC) on a deferred basis and pay the amounts that were recorded within deferred taxes related to BSCC over a three-year period as follows:


Amounts paid annually:	(In thousands)
Fiscal 2010	$	528,000
Fiscal 2011		212,000
Fiscal 2012		212,000

Contractual Obligations

Our Annual Report on Form 10-K for the fiscal year ended July 3, 2010 contains a table that summarizes our obligations and commitments to make contractual future cash payments as of July 3, 2010. Since July 3, 2010, there have been no material changes to our contractual obligations.

Critical Accounting Policies and Estimates

Critical accounting policies and estimates are those that are most important to the portrayal of our financial position and results of operations. These policies require our most subjective or complex judgments, often employing the use of estimates about the effect of matters that are inherently uncertain. Sysco’s most critical accounting policies and estimates include those that pertain to the allowance for doubtful accounts receivable, self-insurance programs, pension plans, income taxes, vendor consideration, accounting for business combinations and share-based compensation, which are described in Item 7 of our Annual Report on Form 10-K for the year ended July 3, 2010.

Forward-Looking Statements

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

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

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

	•		the expected implementation, benefits and costs of our business transformation project;

	•		sales and operating income trends;

	•		anticipated multi-employer pension-related liabilities and contributions to various multi-employer pension plans, and the source of funds for any such contributions;

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

	•		the impact of ongoing legal proceedings;

	•		anticipated company-sponsored pension plan contributions;

	•		expectations regarding unrecognized tax benefits;

	•		our plan to continue to explore and identify opportunities to grow in international markets and complimentary lines of business;

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

	•		the impact of the financial markets on the cash surrender values of our COLI policies;

	•		our expectations regarding trends in pay-related expense;

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

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

These statements are based on management’s current expectations and estimates; actual results may differ materially due in part to the risk factors set forth below and those discussed in Item 1A of our Annual Report on Form 10-K for the fiscal year ended July 3, 2010:

	•		risks relating to difficult economic conditions and heightened uncertainty in the financial markets and their effect on consumer confidence;

	•		periods of significant or prolonged inflation or deflation and their impact on our product costs and profitability;

	•		risks related to our Business Transformation Project, including the risk that the project may not be successfully implemented, may not prove cost effective and may have a material adverse effect on our liquidity and results of operations;

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

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

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

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

	•		difficulties in successfully entering and operating in international markets and complimentary lines of business;

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

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

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

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

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

	•		labor issues, including the renegotiation of union contracts and shortage of qualified labor; and

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

For a more detailed discussion of factors that could cause actual results to differ from those contained in the forward-looking statements, see the risk factors discussion contained in Item 1A of our Annual Report on Form 10-K for the fiscal year ended July 3, 2010.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Our market risks consist of interest rate risk, foreign currency exchange rate risk, fuel price risk and investment risk. For a discussion on our exposure to market risk, see Part II, Item 7A, “Quantitative and Qualitative Disclosures about Market Risks” in our Annual Report on Form 10-K for the fiscal year ended July 3, 2010. There have been no significant changes to our market risks since July 3, 2010 except as noted below.

Interest Rate Risk

At October 2, 2010, we had no commercial paper issuances outstanding. Our long-term debt obligations at October 2, 2010 were $2.5 billion, of which approximately 81% were at fixed rates of interest, including the impact of our interest rate swap agreements.

In fiscal 2010, we entered into two interest rate swap agreements that effectively converted $200 million of fixed rate debt maturing in fiscal 2014 (the fiscal 2014 swap) and $250 million of fixed rate debt maturing in fiscal 2013 (the fiscal 2013 swap) to floating rate debt. Both transactions were entered into with the goal of reducing overall borrowing cost. The major risks from interest rate derivatives include changes in interest rates affecting the fair value of such instruments, potential increases in interest expense due to market increases in floating interest rates and the creditworthiness of the counterparties in such transactions. These transactions were designated as fair value hedges since the swaps hedge against the changes in fair value of fixed rate debt resulting from changes in interest rates.

As of October 2, 2010, the fiscal 2014 swap was recognized as an asset within the consolidated balance sheet at fair value within other assets of $9.4 million. The fixed interest rate on the hedged debt is 4.6% and the floating interest rate on the swap is three-month LIBOR which resets quarterly. As of October 2, 2010, the fiscal 2013 swap was recognized as an asset within the consolidated balance sheet at fair value within other assets of $8.1 million. The fixed interest rate on the hedged debt is 4.2% and the floating interest rate on the swap is three-month LIBOR which resets quarterly.

Fuel Price Risk

Due to the nature of our distribution business, we are exposed to potential volatility in fuel prices. During the first quarter of fiscal 2011 and fiscal 2010, fuel costs related to outbound deliveries represented approximately 0.6% and 0.7% of sales, respectively. From time to time, we will enter into forward purchase commitments for a portion of our projected monthly diesel fuel requirements. These commitments will result in either additional fuel costs or avoided fuel costs based on the comparison of the prices on the fixed price contracts and market prices for the respective periods. In the first quarter of fiscal 2011, our forward fuel purchase commitments resulted in an estimated $2.4 million of avoided fuel costs as the fixed prices on the contracts were lower than market prices for the contracted volumes. In the first quarter of fiscal 2010, our forward purchase commitments resulted in an estimated $11.4 million of additional fuel costs as the fixed price contracts were higher than market prices for the contracted volumes. As of October 2, 2010, we had forward diesel fuel commitments totaling approximately $80.0 million through October 2011. These contracts will lock in the price of approximately 30% to 35% of our fuel purchase needs for the contracted periods at prices slightly lower than the current market price for diesel.

Item 4. Controls and Procedures

Sysco’s management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as of October 2, 2010. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding the required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of October 2, 2010, our chief executive officer and chief financial officer concluded that, as of such date, Sysco’s disclosure controls and procedures were effective at the reasonable assurance level.

No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the fiscal quarter ended October 2, 2010 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 1A. Risk Factors

The information set forth in this report should be read in conjunction with the risk factors discussed in Item 1A of our Annual Report on Form 10-K for the year ended July 3, 2010, which could materially impact our business, financial condition or future results. The risks described in the Annual Report on Form 10-K are not the only risks facing the company. Additional risks and uncertainties not currently known by the company or that are currently deemed to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

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

We made the following share repurchases during the first quarter of fiscal 2011:

ISSUER PURCHASES OF EQUITY SECURITIES


					(c) Total Number of		(d) Maximum Number of
					Shares Purchased as Part		Shares that May Yet Be
	(a) Total Number of		(b) Average Price		of Publicly Announced		Purchased Under the Plans or
Period	Shares Purchased ⁽¹⁾		Paid per Share		Plans or Programs		Programs
Month #1 July 4 —July 31		696,424	$	29.89		673,627		2,712,973
Month #2 August 1 — August 28		793,549		30.03		742,700		21,970,273
Month #3 August 29 —October 2		2,654,630		28.73		2,583,673		19,386,600

Total		4 ,144,603	$	29.18		4,000,000		19,386,600


⁽¹⁾		The total number of shares purchased includes 22,797, 50,849 and 70,957 shares tendered by individuals in connection with stock option exercises in Month #1, Month #2 and Month #3, respectively. All other shares were purchased pursuant to the publicly announced program described below.

On September 22, 2008, we announced that the Board of Directors approved the repurchase of 20,000,000 shares. Pursuant to this repurchase program, shares may be acquired in the open market or in privately negotiated transactions at the company’s discretion, subject to market conditions and other factors. On August 27, 2010, the Board of Directors approved a new share repurchase program covering 20,000,000 shares.

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

Item 3. Defaults Upon Senior Securities

None

Item 5. Other Information

None

Item 6. Exhibits


3.1	—	Restated Certificate of Incorporation, incorporated by reference to Exhibit 3(a) to Form 10-K for the year ended June 28, 1997 (File No. 1-6544).

3.2	—	Certificate of Amendment of Certificate of Incorporation increasing authorized shares, incorporated by reference to Exhibit 3(d) to Form 10-Q for the quarter ended January 1, 2000 (File No. 1-6544).

3.3	—	Certificate of Amendment to Restated Certificate of Incorporation increasing authorized shares, incorporated by reference to Exhibit 3(e) to Form 10-Q for the quarter ended December 27, 2003 (File No. 1-6544).

3.4	—	Form of Amended Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock, incorporated by reference to Exhibit 3(c) to Form 10-K for the year ended June 29, 1996 (File No. 1-6544).

3.5	—	Amended and Restated Bylaws of Sysco Corporation dated July 18, 2008, incorporated by reference to Exhibit 3.5 to Form 8-K filed on July 23, 2008 (File No. 1-6544).

4.1	—	Senior Debt Indenture, dated as of June 15, 1995, between Sysco Corporation and First Union National Bank of North Carolina, Trustee, incorporated by reference to Exhibit 4(a) to Registration Statement on Form S-3 filed June 6, 1995 (File No. 33-60023).

4.2	—	Fifth Supplemental Indenture, dated as of July 27, 1998 between Sysco Corporation and First Union National Bank, Trustee, incorporated by reference to Exhibit 4(h) to Form 10-K for the year ended June 27, 1998 (File No. 1-6544).

4.3	—	Seventh Supplemental Indenture, including form of Note, dated March 5, 2004 between Sysco Corporation, as Issuer, and Wachovia Bank, National Association (formerly First Union National Bank of North Carolina), as Trustee, incorporated by reference to Exhibit 4(j) to Form 10-Q for the quarter ended March 27, 2004 (File No. 1-6544).

4.4	—	Eighth Supplemental Indenture, including form of Note, dated September 22, 2005 between Sysco Corporation, as Issuer, and Wachovia Bank, National Association, as Trustee, incorporated by reference to Exhibits 4.1 and 4.2 to Form 8-K filed on September 20, 2005 (File No. 1-6544).

4.5	—	Ninth Supplemental Indenture, including form of Note, dated February 12, 2008 between Sysco Corporation, as Issuer, and the Trustee, incorporated by reference to Exhibit 4.1 to Form 8-K filed on February 12, 2008 (File No. 1-6544).

4.6	—	Tenth Supplemental Indenture, including form of Note, dated February 12, 2008 between Sysco Corporation, as Issuer, and the Trustee, incorporated by reference to Exhibit 4.3 to Form 8-K filed on February 12, 2008 (File No. 1-6544).

4.7	—	Form of Eleventh Supplemental Indenture, including form of Note, dated March 17, 2009 between Sysco Corporation, as Issuer, and the Trustee, incorporated by reference to Exhibit 4.1 to Form 8-K filed on March 13, 2009 (File No. 1-6544).

4.8	—	Form of Twelfth Supplemental Indenture, including form of Note, dated March 17, 2009 between Sysco Corporation, as Issuer, and the Trustee, incorporated by reference to Exhibit 4.3 to Form 8-K filed on March 13, 2009 (File No. 1-6544).

4.9	—	Agreement of Resignation, Appointment and Acceptance, dated February 13, 2007, by and among Sysco Corporation and Sysco International Co., a wholly-owned subsidiary of Sysco Corporation, U.S. Bank National Association and The Bank of New York Trust Company, N.A., incorporated by reference to Exhibit 4(h) to Registration Statement on Form S-3 filed on February 6, 2008 (File No. 333-149086).

4.10	—	Indenture dated May 23, 2002 between Sysco International, Co., Sysco Corporation and Wachovia Bank, National Association, incorporated by reference to Exhibit 4.1 to Registration Statement on Form S-4 filed August 21, 2002 (File No. 333-98489).

4.11	—	Letter Regarding Appointment of New Trustee from Sysco Corporation to U.S. Bank National Association, incorporated by reference to Exhibit 4.7 to Form 10-Q for the quarter ended December 29, 2007 filed on February 5, 2008 (File No. 1-6544).


4.12	—	Form of Supplemental Indenture No. 1, dated July 2, 2010, between Sysco International, ULC, as successor by conversion and name change to Sysco International Co., Sysco Corporation, as Guarantor, and the Trustee, incorporated by reference to Exhibit 4.12 to Form 10-K for the year ended July 3, 2010 filed on August 31, 2010 (File No. 1-6544).

10.1#	—	First Amendment to Fiscal 2011 Management Incentive Plan Bonus Agreement between Sysco Corporation and William J. DeLaney dated September 3, 2010.

10.2#	—	First Amendment to Offer Letter Dated September 1, 2009 between Sysco Corporation and Robert C. Kreidler dated September 24, 2010.

10.3#	—	Sixth Amended and Restated Sysco Corporation Executive Deferred Compensation Plan.

10.4#	—	Tenth Amended and Restated Sysco Corporation Supplemental Executive Retirement Plan.

15.1#	—	Report from Ernst & Young LLP dated November 9, 2010, re: unaudited financial statements.

15.2#	—	Acknowledgement letter from Ernst & Young LLP.

31.1#	—	CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2#	—	CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1#	—	CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2#	—	CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.1#	—	The following financial information from Sysco Corporation’s Quarterly Report on Form 10-Q for the quarter ended October 2, 2010 filed with the SEC on November 9, 2010, formatted in XBRL includes: (i) Consolidated Balance Sheets as of October 2, 2010, July 3, 2010 and September 26, 2009, (ii) Consolidated Results of Operations for the thirteen week periods ended October 2, 2010 and September 26, 2009, (iii) Consolidated Statements of Comprehensive Income for the thirteen week periods ended October 2, 2010 and September 26, 2009, (iv) Consolidated Cash Flows for the thirteen week periods ended October 2, 2010 and September 26, 2009, and (v) the Notes to Consolidated Financial Statements.


#		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/ WILLIAM J. DELANEY
		William J. DeLaney
		President and Chief Executive Officer

Date: November 9, 2010



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

Date: November 9, 2010



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

Date: November 9, 2010

EXHIBIT INDEX

Exhibits.


3.1	—	Restated Certificate of Incorporation, incorporated by reference to Exhibit 3(a) to Form 10-K for the year ended June 28, 1997 (File No. 1-6544).

3.2	—	Certificate of Amendment of Certificate of Incorporation increasing authorized shares, incorporated by reference to Exhibit 3(d) to Form 10-Q for the quarter ended January 1, 2000 (File No. 1-6544).

3.3	—	Certificate of Amendment to Restated Certificate of Incorporation increasing authorized shares, incorporated by reference to Exhibit 3(e) to Form 10-Q for the quarter ended December 27, 2003 (File No. 1-6544).

3.4	—	Form of Amended Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock, incorporated by reference to Exhibit 3(c) to Form 10-K for the year ended June 29, 1996 (File No. 1-6544).

3.5	—	Amended and Restated Bylaws of Sysco Corporation dated July 18, 2008, incorporated by reference to Exhibit 3.5 to Form 8-K filed on July 23, 2008 (File No. 1-6544).

4.1	—	Senior Debt Indenture, dated as of June 15, 1995, between Sysco Corporation and First Union National Bank of North Carolina, Trustee, incorporated by reference to Exhibit 4(a) to Registration Statement on Form S-3 filed June 6, 1995 (File No. 33-60023).

4.2	—	Fifth Supplemental Indenture, dated as of July 27, 1998 between Sysco Corporation and First Union National Bank, Trustee, incorporated by reference to Exhibit 4(h) to Form 10-K for the year ended June 27, 1998 (File No. 1-6544).

4.3	—	Seventh Supplemental Indenture, including form of Note, dated March 5, 2004 between Sysco Corporation, as Issuer, and Wachovia Bank, National Association (formerly First Union National Bank of North Carolina), as Trustee, incorporated by reference to Exhibit 4(j) to Form 10-Q for the quarter ended March 27, 2004 (File No. 1-6544).

4.4	—	Eighth Supplemental Indenture, including form of Note, dated September 22, 2005 between Sysco Corporation, as Issuer, and Wachovia Bank, National Association, as Trustee, incorporated by reference to Exhibits 4.1 and 4.2 to Form 8-K filed on September 20, 2005 (File No. 1-6544).

4.5	—	Ninth Supplemental Indenture, including form of Note, dated February 12, 2008 between Sysco Corporation, as Issuer, and the Trustee, incorporated by reference to Exhibit 4.1 to Form 8-K filed on February 12, 2008 (File No. 1-6544).

4.6	—	Tenth Supplemental Indenture, including form of Note, dated February 12, 2008 between Sysco Corporation, as Issuer, and the Trustee, incorporated by reference to Exhibit 4.3 to Form 8-K filed on February 12, 2008 (File No. 1-6544).

4.7	—	Form of Eleventh Supplemental Indenture, including form of Note, dated March 17, 2009 between Sysco Corporation, as Issuer, and the Trustee, incorporated by reference to Exhibit 4.1 to Form 8-K filed on March 13, 2009 (File No. 1-6544).

4.8	—	Form of Twelfth Supplemental Indenture, including form of Note, dated March 17, 2009 between Sysco Corporation, as Issuer, and the Trustee, incorporated by reference to Exhibit 4.3 to Form 8-K filed on March 13, 2009 (File No. 1-6544).

4.9	—	Agreement of Resignation, Appointment and Acceptance, dated February 13, 2007, by and among Sysco Corporation and Sysco International Co., a wholly-owned subsidiary of Sysco Corporation, U.S. Bank National Association and The Bank of New York Trust Company, N.A., incorporated by reference to Exhibit 4(h) to Registration Statement on Form S-3 filed on February 6, 2008 (File No. 333-149086).

4.10	—	Indenture dated May 23, 2002 between Sysco International, Co., Sysco Corporation and Wachovia Bank, National Association, incorporated by reference to Exhibit 4.1 to Registration Statement on Form S-4 filed August 21, 2002 (File No. 333-98489).


4.11	—	Letter Regarding Appointment of New Trustee from Sysco Corporation to U.S. Bank National Association, incorporated by reference to Exhibit 4.7 to Form 10-Q for the quarter ended December 29, 2007 filed on February 5, 2008 (File No. 1-6544).

4.12	—	Form of Supplemental Indenture No. 1, dated July 2, 2010, between Sysco International, ULC, as successor by conversion and name change to Sysco International Co., Sysco Corporation, as Guarantor, and the Trustee, incorporated by reference to Exhibit 4.12 to Form 10-K for the year ended July 3, 2010 filed on August 31, 2010 (File No. 1-6544).

10.1#	—	First Amendment to Fiscal 2011 Management Incentive Plan Bonus Agreement between Sysco Corporation and William J. DeLaney dated September 3, 2010.

10.2#	—	First Amendment to Offer Letter Dated September 1, 2009 between Sysco Corporation and Robert C. Kreidler dated September 24, 2010.

10.3#	—	Sixth Amended and Restated Sysco Corporation Executive Deferred Compensation Plan.

10.4#	—	Tenth Amended and Restated Sysco Corporation Supplemental Executive Retirement Plan.

15.1#	—	Report from Ernst & Young LLP dated November 9, 2010, re: unaudited financial statements.

15.2#	—	Acknowledgement letter from Ernst & Young LLP.

31.1#	—	CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2#	—	CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1#	—	CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2#	—	CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.1#	—	The following financial information from Sysco Corporation’s Quarterly Report on Form 10-Q for the quarter ended October 2, 2010 filed with the SEC on November 9, 2010, formatted in XBRL includes: (i) Consolidated Balance Sheets as of October 2, 2010, July 3, 2010 and September 26, 2009, (ii) Consolidated Results of Operations for the thirteen week periods ended October 2, 2010 and September 26, 2009, (iii) Consolidated Statements of Comprehensive Income for the thirteen week periods ended October 2, 2010 and September 26, 2009, (iv) Consolidated Cash Flows for the thirteen week periods ended October 2, 2010 and September 26, 2009, and (v) the Notes to Consolidated Financial Statements.


#		Filed herewith

Exhibit 10.1

FIRST AMENDMENT TO
FISCAL YEAR 2011
MANAGEMENT INCENTIVE PLAN
BONUS AGREEMENT

THIS FIRST AMENDMENT TO FISCAL YEAR 2011 MANAGEMENT INCENTIVE PLAN BONUS AGREEMENT (this “ Amendment ”) is by and between Sysco Corporation (“ Sysco ”) and William J. DeLaney (“ Executive ”).

WHEREAS, Sysco Corporation and Executive have entered into that certain Fiscal Year 2011 Management Incentive Plan Bonus Agreement (the “ Agreement ”) effective as of July 4, 2010; and

WHEREAS, pursuant to Section 12 of the Agreement, the Compensation Committee (the “ Compensation Committee ”) of Sysco’s Board of Directors may amend the Agreement at any time without the approval of Executive up to and until the day that is ninety (90) days after July 4, 2010; and

WHEREAS, the Compensation Committee has determined to amend the Agreement to provide that a certain portion of Executive’s bonus under the Agreement is contingent upon Executive meeting certain strategic goals established by the Compensation Committee for Fiscal Year 2011.

NOW, THEREFORE, the Agreement is hereby amended as follows, effective as of July 4, 2010:

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

1. Section 1. of the Agreement is hereby amended by deleting the first paragraph and replacing it with the following:

“1. Calculation of Bonus .

(a) Subject to the further adjustments, other limitations and additions provided for in the Plan and this Agreement, the maximum bonus Executive may earn under this Agreement shall be equal to the product of Executive’s MIP Salary and the Table B Percentage (the “ MIP Grid Bonus ”). Executive’s bonus under this Agreement shall equal the sum of (i) the product of eighty percent (80%) and the MIP Grid Bonus; and (ii) the product of the Strategic Goal Percentage and the MIP Grid Bonus. For purposes of this Agreement the “ Strategic Goal Percentage ” shall equal the percentage, up to a maximum of twenty percent (20%), determined by the Plan Committee in its sole discretion, based upon the Plan Committee’s evaluation

of Executive’s achievement of the strategic goals set forth on Exhibit A , attached hereto.

Notwithstanding the foregoing, Executive will be entitled to a bonus under this Agreement only if the Company achieves both an Increase in Earnings per Share of at least two percent (2%) for the Plan Year and a 3-Year Average Return on Capital of at least eleven percent (11%) for the three fiscal years ending with the Plan Year.

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

IN WITNESS WHEREOF, Sysco has caused this First Amendment to be executed this 3 ^rd day of September, 2010, effective as set forth herein.


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


Acknowledged by: EXECUTIVE
/s/ William J. DeLaney
William J. DeLaney

EXHIBIT A
TO
FISCAL YEAR 2011
2009 MANAGEMENT INCENTIVE PLAN

FISCAL YEAR 2011 STRATEGIC GOALS

•

Continue to make progress on the strategic project per the submitted plan.

•

Make significant progress in improving customer retention.

•

Create teams to investigate and position Sysco to be ready to make acquisitions detailed in the strategic plan if warranted.

•

Communicate broadly the strategic direction of the corporation to all of the stakeholders.

•

Make continued strides toward the human capital plan and succession planning.

Exhibit 10.2

SYSCO CORPORATION

FIRST AMENDMENT TO OFFER LETTER DATED SEPTEMBER 1, 2009

THIS FIRST AMENDMENT TO OFFER LETTER DATED SEPTEMBER 1, 2009 (this “ Amendment ”) is entered into as of the 26th day of August, 2010 by and between Sysco Corporation, a Delaware corporation (the “ Corporation ”), and R. Chris Kreidler (“ Employee ”).

WITNESSETH

WHEREAS, the Corporation and Employee entered into an agreement pursuant to that certain Offer Letter dated as of September 1, 2009 (the “ Agreement ”), and both parties desire to amend the Agreement.

NOW, THEREFORE, for and in consideration of the mutual covenants and agreements contained herein and other valuable consideration, the receipt of which is hereby acknowledged, the Corporation and Employee hereby agree as follows:

1. The tenth bullet point of the Agreement shall be deleted in its entirety and replaced with the following:

“During your transition, we will reimburse you for up to twelve months’ rent in Houston. With respect to the house that you lived in prior to moving to Houston, Texas, located at 455 E. Surry Road, Keene, New Hampshire 03431 (the “Previous Residence”), we also agree to reimburse you for up to 50% of the first $500,000 of any Loss on the sale of the Previous Residence plus 100% of the next $250,000 of any Loss, for a maximum reimbursement to you of up to $500,000. Sysco will not be responsible for reimbursement for any Loss above $750,000. Loss for this purpose is defined as your actual gross proceeds on the sale of the Previous Residence (including all reimbursed fees) subtracted from the purchase price and improvements attached to the property ($1,425,000). We will also increase by 35% any reimbursement to you that is subject to federal income taxes.”

2. All other terms and conditions of the Agreement shall remain in full force and effect as therein contained.

IN WITNESS WHEREOF, the Corporation has caused this Amendment to be executed by a duly authorized officer of the Corporation and Employee has executed this agreement as of the day and year first written above.


SYSCO CORPORATION		EMPLOYEE

/s/ William J. DeLaney		/s/ R. Chris Kreidler

William J. DeLaney		R. Chris Kreidler
President and Chief Executive Officer

Date: 9/24/10		Date: 9/24/10

Exhibit 10.3

SIXTH AMENDED AND RESTATED

SYSCO CORPORATION

EXECUTIVE DEFERRED COMPENSATION PLAN

Effective August 27, 2010

SIXTH AMENDED AND RESTATED
SYSCO CORPORATION
EXECUTIVE DEFERRED COMPENSATION PLAN

TABLE OF CONTENTS


		Page

ARTICLE I — DEFINITIONS			4

ARTICLE II — ELIGIBILITY AND FROZEN PARTICIPANTS			13
2.1	Eligibility		13
2.2	Frozen Participants		13

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

ARTICLE IV — ACCOUNT			18
4.1	Establishing a Participant’s Account		18
4.2	Credit of the Participant’s Bonus Deferral and the Company’s Match		18
4.3	Credit of the Participant’s Salary Deferrals		18
4.4	Deemed Investment of Deferrals		18
4.5	Crediting of Earnings on Deferrals Invested in the Default Investment		19
4.6	Crediting of Interest on Company Match		20
4.7	Procedure to Credit or Debit Interest, Earnings or Losses Upon an Event of Distribution		20

ARTICLE V — VESTING			22
5.1	Deferrals		22
5.2	Company Match		22

ARTICLE VI — DISTRIBUTIONS			23
6.1	Death		23
6.2	Disability		24
6.3	Retirement		24
6.4	Distributions Upon Termination		24
6.5	In-Service Distributions		24
6.6	Distribution Elections for Deferrals		24
6.7	Forfeiture For Cause		28
6.8	Forfeiture for Competition		29
6.9	Hardship Withdrawals		31
6.10	Payments Upon Income Inclusion Under Section 409A		32
6.11	Restrictions on any Portion of Total Payments Determined to be Excess Parachute Payments		32
6.12	Responsibility for Distributions and Withholding of Taxes		33

ARTICLE VII — ADMINISTRATION			34
7.1	Administrative Committee Appointment		34
7.2	Administrative Committee Organization and Voting		34
7.3	Powers of the Administrative Committee		34
7.4	Committee Discretion		35
7.5	Reimbursement of Expenses		35

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		Page

7.6	Indemnification		35
7.7	Claims Procedure		36
7.8	Compensation Committee Decisions		38

ARTICLE VIII — ADOPTION BY SUBSIDIARIES			39
8.1	Procedure for and Status After Adoption		39
8.2	Termination of Participation By Adopting Subsidiary		39

ARTICLE IX — AMENDMENT AND/OR TERMINATION			40
9.1	Amendment or Termination of the Plan		40
9.2	No Retroactive Effect on Awarded Benefits		40
9.3	Effect of Termination		40

ARTICLE X — FUNDING			42
10.1	Payments Under This Agreement are the Obligation of the Company		42
10.2	Agreement May be Funded Through Rabbi Trust		42
10.3	Reversion of Excess Assets		42
10.4	Participants Must Rely Only on General Credit of the Company		43

ARTICLE XI — MISCELLANEOUS			44
11.1	Limitation of Rights		44
11.2	Distributions to Incompetents or Minors		44
11.3	Non-alienation of Benefits		44
11.4	Reliance Upon Information		45
11.5	Severability		45
11.6	Notice		45
11.7	Gender and Number		45
11.8	Governing Law		45
11.9	Effective Date		45
11.10	Compliance with Section 409A of the Code		45

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SIXTH AMENDED AND RESTATED

SYSCO CORPORATION

EXECUTIVE DEFERRED COMPENSATION PLAN

WHEREAS , Sysco Corporation (“ Sysco ”) sponsors and maintains the Fifth Amended and Restated Sysco Corporation Executive Deferred Compensation Plan, effective as of July 2, 2008 (as amended on November 11, 2008 and September 24, 2009, the “ Current Plan ”);

WHEREAS , Section 9.1 of the Current Plan authorizes the Board of Directors of Sysco (the “ Board of Directors ”) or its designees to amend the Current Plan;

WHEREAS , the Board of Directors has determined that it is in the best interests of Sysco and its stockholders to amend and restate the Current Plan to incorporate such changes as are necessary to address certain changes in the roles and responsibilities of the Board of Directors, the Compensation Committee (as defined herein) and the Administrative Committee (as defined herein) with respect to, among other things, establishing, monitoring, supervising, maintaining, amending, and terminating the employer welfare and benefit plans that are sponsored by Sysco.

NOW, THEREFORE , Sysco hereby adopts the Sixth Amended and Restated Sysco Corporation Executive Deferred Compensation Plan, effective August 27, 2010 (the “ Plan ”), as follows:

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ARTICLE I

DEFINITIONS

Account . “Account” means a Participant’s Account in the Deferred Compensation Ledger maintained by the Administrative 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 Account(s).

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

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 during regular business hours of 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:

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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;

(b) Individuals who, as of July 1, 2010, constitute the Board of Directors (the “ Incumbent Board ”) cease for any reason to constitute at least a majority of the Board of Directors; provided, however, that any individual becoming a director subsequent to July 1, 2010 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

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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.

Change of Control Period . “Change of Control Period” shall have the meaning set forth in Section 6.7(d).

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 Administrative Committee, pursuant to Section 8.1.

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

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

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

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

Default Investment . “Default Investment” means a hypothetical investment with a per annum investment return equal to Moody’s determined as of October 31 ^st of the calendar year prior to the calendar year for which such rate shall be effective, or such other Investment designated by the Administrative Committee as the “Default Investment” on Exhibit “A” attached hereto. The investment return of the Default Investment shall be re-determined annually as of 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

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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 a Bonus Deferral Election, a Salary Deferral Election or both.

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

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

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 Administrative Committee or its designee.

Executive Officer . “Executive Officer” means each of Sysco’s Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, President, Executive Vice Presidents, Senior Vice Presidents or any other officers designated as “officers” for purposes of Section 16 of the Securities Act.

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 Administrative Committee in its reasonable judgment on a

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consistent basis, based upon such available and relevant information as the Administrative Committee determines to be appropriate.

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

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 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 January 31st of the calendar year selected by the Participant during 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 Administrative 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).

Management Incentive Plan . “Management Incentive Plan” means the Sysco Corporation 2009 Management Incentive Plan, as it may be amended from time to time, any successor plan, and, at the discretion of the Compensation Committee, any other management incentive plan of Sysco.

MIP Bonus . “MIP Bonus” means a bonus awarded or to be awarded to the Participant under the Management Incentive Plan, or any bonus awarded or to be awarded to a Participant as a substitute for or in lieu of such Participant’s MIP Bonus for a Plan Year (including any amounts paid as a substitute for or in lieu of such MIP Bonus pursuant to a severance agreement or other arrangement providing for post-

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retirement benefits), or such other annual incentive bonus determined by the Compensation Committee in its sole discretion.

MIP Participation . “MIP Participation” means full years of participation in the Management Incentive Plan determined on an elapsed time basis. MIP Participation shall include the time a Frozen Participant was not eligible to participate in the Management Incentive Plan if, the Frozen Participant (i) was previously eligible to participate in the Management Incentive Plan, (ii) remains employed by Sysco or a Subsidiary while such Frozen Participant was ineligible to participate in the Management Incentive Plan; and (iii) later becomes eligible to again participate in the Management Incentive Plan.

Moody’s . “Moody’s” means, as of any specified date, 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 either the (i) six month period ending on the specified date or (ii) the twelve month period ending on the specified date whichever produces the higher rate.

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 Sysco or a Subsidiary 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 Compensation Committee in accordance with Section 409A.

Plan . “Plan” means the Fifth 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 any Separation from Service by a Participant from Sysco and its Subsidiaries for any reason other than death or Disability on or after the earlier of (A) the date the Participant

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attains age sixty (60), (B) the date that the Participant has attained age fifty-five (55) and has at least fifteen (15) years of MIP Participation; or (C) with respect to a Participant’s Separation from Service from Sysco and its Subsidiaries for any reason other than death or Disability occurring on or after January 1, 2009, the date that the Participant has attained age fifty-five (55) and has at least ten (10) years of Sysco Service.

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 Administrative 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 Mid-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 Administrative 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.

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 by the Treasury Department, including the Treasury Regulations, or the Internal Revenue Service under Section 409A of the Code.

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

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Separation from Service . “Separation from Service” means a “separation from service” within the meaning of Section 409A. For Separations from Service occurring on or after January 1, 2009, a Participant shall be presumed to have experienced a “separation from service” as a result of a termination of employment if the level of bona fide services performed by the Participant for Sysco or a Subsidiary decreases to a level equal to twenty-five percent (25%) or less of the average level of services performed by the Participant during the immediately preceding thirty-six (36) month period, taking into account any periods of performance excluded by the Treasury Regulations.

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 Administrative 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.

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 or by the Administrative Committee for purposes of this Plan.

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

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Sysco Service . “Sysco Service” means service with Sysco or a Subsidiary for which the Participant is awarded “credited service” under the Pension Plan for vesting purposes or would be awarded “credited service” under the Pension Plan for vesting purposes if the Participant was covered under the Pension Plan. For purposes of this definition, “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.

Termination . “Termination” means Separation from Service from Sysco and its Subsidiaries, 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.

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ARTICLE II

ELIGIBILITY AND FROZEN PARTICIPANTS

2.1 Eligibility . All participants in the Management Incentive Plan, exclusive of any participant whose compensation income from the Company is subject to taxation under the Canadian income tax laws, shall be eligible to participate in this Plan. However, the Compensation 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 Administrative Committee.

2.2 Frozen Participants An active Participant shall have his participation frozen (a “ Frozen Participant ”) as of the earliest of the date (a) he ceases to be a Participant in the Management Incentive Plan, (ii) his compensation income from the Company is subject to taxation under the Canadian income tax laws, (iii) he transfers from the Company to a non-participating Subsidiary, or (iv) the Compensation Committee exercises its discretion under the last sentence of Section 2.1. A Frozen Participant’s Deferral Elections for the Plan Year (for Bonus Deferrals) or the calendar year (for Salary Deferrals) shall remain in effect until the end of the Plan Year or calendar year, as applicable, in which such Participant becomes a Frozen Participant. A Frozen Participant shall not be eligible to make Deferral Elections until such time as he again becomes eligible to participate in the Plan, at which time any subsequent Deferral Elections shall be subject to the rules of Sections 3.1 or 3.3, as applicable.

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

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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 Administrative 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 Administrative 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 Administrative Committee within the period established by the Administrative 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 Administrative Committee establishes for each Participant to make his Bonus Deferral Election, the Administrative Committee shall notify all eligible Participants of the maximum and minimum percentages of the MIP Bonus earned during a given Plan Year that may be deferred. If the Administrative Committee does not receive a Participant’s Bonus Deferral Election form within the period established for such purpose by the Administrative 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 fifteen percent (15%) of that portion of the

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amount of the MIP Bonus deferred which is not in excess of twenty percent (20%) of his MIP Bonus, for a maximum potential match by the Company of three percent (3%) of the Participant’s MIP Bonus (any such amount so awarded, a “ Company Match ”). 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 Administrative 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 Administrative 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 Administrative Committee, within the period established by the Administrative Committee for a given calendar year; provided that such period ends on or before December 31 of the year prior to the calendar year for which the Salary Deferral Election is to be effective. If the Administrative Committee fails to receive a Salary Deferral Election form from a Participant during the period established by the Administrative 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 Administrative Committee on or before the 30 ^th day following the Participant’s Eligibility Date. If the Administrative Committee does not receive such Participant’s Salary Deferral Election on or before the

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30 ^th 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 Administrative Committee shall have the discretion to adopt such additional rules and procedures applicable to Salary Deferral Elections that the Administrative Committee determines are necessary. By way of amplification and not limitation, the Administrative Committee may 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. Notwithstanding the foregoing, only the Compensation Committee shall have the authority to limit the amount of Salary Compensation deferred by a Participant under this Plan for any calendar year.

3.4 Discretionary Company Contributions . Notwithstanding anything to the contrary contained herein, if authorized by the Compensation Committee, the Company, may, pursuant to a written agreement approved by the Compensation Committee, 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 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 Administrative 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 Administrative 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

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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.

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ARTICLE IV

ACCOUNT

4.1 Establishing a Participant’s Account . The Administrative 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 Administrative 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.

4.3 Credit of the Participant’s Salary Deferrals . The Participant’s Account in the Deferred Compensation Ledger shall be credited with 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.

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(b) At such times and under such procedures as the Administrative 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 (i.e., an investment transfer), and (ii) change the Investments which are deemed purchased with future Deferrals credited 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 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) 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.

(e) In determining the amounts of all debits and credits to the Participant’s Account, the Administrative 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 Administrative 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 Earnings on Deferrals Invested in the Default Investment . Earnings will be credited on the portion of the Participant’s Account attributable to Deferrals invested (or deemed invested) by a Participant in the Default Investment in accordance with this Section 4.5. For the portion of the Participant’s Account attributable to Deferrals invested (or deemed invested) in the Default Investment as of the close of business on July 1, 2008 (including a Participant’s Bonus Deferral for the fiscal year 2008 MIP Bonus), earnings credited to a Participant’s Account on or after July 2, 2008 with respect to such

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amounts will be credited at a per annum investment return equal to the sum of (a) the investment return of the Default Investment, plus (b) one percent (1%). For Deferrals credited to a Participant’s Account on or after July 2, 2008 and invested in the Default Investment, and investment transfers into the Default Investment on or after July 2, 2008, earnings credited to a Participant’s Account on or after July 2, 2008 with respect to such amounts will be credited at a per annum investment return equal to the investment return of the Default Investment.

4.6 Crediting of Interest on Company Match . Interest will be credited on the portion of the Participant’s Account attributable to Company Matches in accordance with this Section 4.6. For Company Matches credited to a Participant’s Account prior to July 2, 2008 (including the Company Match attributable to a Participant’s Bonus Deferral for the fiscal year 2008 MIP Bonus), interest credited to a Participant’s Account on or after July 2, 2008 with respect to such amounts will be credited at a per annum interest rate equal to the sum of (a) the investment return of the Default Investment, plus (b) one percent (1%). For Company Matches credited to a Participant’s Account on or after July 2, 2008, interest credited to a Participant’s Account on or after July 2, 2008 with respect to such amounts will be credited at a per annum interest rate equal to the investment return of the Default Investment. Interest on each Company Match shall be compounded annually, but credited on a daily basis.

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

(a) 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 (i) with respect to distribution events other than In-Service Distributions, 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; and (ii) with respect to an In-Service Distribution, the date that is three (3) weeks prior to the In-Service Distribution Date with respect to such In-Service Distribution (the “ Conversion Date ”), at which time the deemed Investments of the portion of the Participant’s Account attributable to Deferrals, other than amounts invested in the Default Investment, shall be treated as sold and credited with a dollar value in accordance with Section 4.4(c) and invested in the Default Investment. For the period beginning on the Conversion Date and ending on the day immediately before the date on which distributions commence, the portion of the Participant’s Account

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attributable to Deferrals shall be credited with earnings as provided in Section 4.5. For purposes of this Section 4.7(a), for the period prior to the commencement of distributions, the portion of the Participant’s Account attributable to Company Matches shall be credited with interest as provided in Section 4.6. As of the close of business on the date immediately prior to the date distributions are to commence, interest and Investment earnings shall no longer be credited to a Participant’s Account pursuant to this Section 4.7(a) and interest shall be credited to the Participant’s Account as provided in Section 4.7(b).

(b) Crediting of Interest After Commencement of Installment Distributions . 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 4.7(b), 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 4.7(b) shall be determined as follows: (i) for events occurring prior to July 2, 2008 that give rise to a distribution, the per annum interest rate equal to the sum of (x) Moody’s as of the last day of the month that is two (2) months prior to the month during which distributions are to commence; plus (y) one percent (1%); and (ii) for events occurring on or after July 2, 2008 that give rise to a distribution, the per annum interest rate equal to Moody’s as of the last day of the month that is two (2) months prior to the month during which distributions are to commence.

(c) Variable Investment Option . For Participants whose Retirement occurred prior to July 2, 2008, and who elected the Variable Investment Option (as defined in the Current Plan), the determination of the amount of each installment distribution and the crediting of Investment earnings and losses during the period in which the Participant is receiving distributions shall be governed by the terms of the Current Plan, except that for purposes of determining the amount of Investment earnings and losses credited to such Participant’s Account the terms of the Plan shall govern.

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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 Sections 4.4 and 4.5, shall be 100% vested at all times, except that deemed Investment earnings attributable to Deferrals 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 4.6, shall vest in accordance with the following schedule provided such Participant is at least fifty-five (55) years of age and has fifteen (15) years of MIP Participation:


	Participant’s Combined Full Years of Age
Percentage	and Full Years of MIP Participation	Vested
	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	%

(b) Notwithstanding the foregoing, each Company Match together with interest accumulated on those matches pursuant to Section 4.6, shall automatically vest on the earlier to occur of (a) the tenth (10 ^th ) 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.

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

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(d) Vested Company Matches together with interest accumulated on those matches pursuant to Section 4.6 shall be subject to forfeiture under Sections 6.7 and 6.8, and any applicable reduction caused by the restriction set forth in Section 6.11.

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 Administrative Committee a designation of one or more Beneficiaries to whom distributions otherwise due the Participant shall be made in the event of the Participant’s 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 Administrative Committee of a properly executed form approved by the Administrative Committee 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 Administrative Committee. If there is no valid designation of Beneficiary on file with the Administrative 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

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

6.6 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 Administrative Committee, which rules shall include and shall be limited by 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

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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 Administrative 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, 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 Administrative 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 Accounts shall be established accordingly. Any portion of a Deferral that is not credited to an In-Service 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 later 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 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

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6.6(b) are met. Subsequent Elections may be submitted to the Administrative Committee from time to time in the form determined by the Administrative 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 Administrative 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 giving rise to the distribution. With respect to payments upon Retirement or upon the occurrence of an In-Service Distribution Date, (i) the Subsequent Election must be received by the Administrative Committee in proper form at least one year prior to such Participant’s Retirement 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.

(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, except as otherwise provided in this Section 6.6(c)(i), 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 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). Notwithstanding the foregoing, if the Participant forfeits all or a portion of his Account pursuant to Section 6.7 (forfeiture for cause) or Section 6.8 (forfeiture for competition), the amount of each installment of principal and interest shall be recalculated as of the date of any such forfeiture taking into account the remaining amount due to the Participant and the remaining period over which such Participant was to receive installment payments pursuant to this Section 6.6(c)(i). Amounts distributed pursuant to the Installment Distribution Option shall be treated as a single payment for purposes of the subsequent deferral election rules of Section 409A.

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(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 Administrative Committee has approved for this purpose. If a Participant elects to have his Account distributed pursuant to this Section 6.6(c)(iii), the lump sum payment shall be made at the time provided under Section 6.6(d) and the installment payments shall commence upon the next applicable payment date (i.e., either quarterly or annually).

(iv) Default Distribution Option . If a Participant does not have an effective election as to the form of distribution on file with the Administrative 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 thirty (30) day period following the Participant’s death; provided further , that, in the case of a Participant who has made a Subsequent Election with respect to distributions upon Retirement or the occurrence of an In-Service Distribution Date, distributions upon Retirement or the occurrence of an In-Service Distribution Date 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 Retirement or Termination shall not commence earlier than the date that is six (6) months after such Specified Employee’s Retirement or Termination from the 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

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immediately preceding sentence, such distributions shall commence as soon as administratively feasible following the end of such six-month period, but not later than thirty (30) days after the end of such six-month period.

6.7 Forfeiture For Cause .

(a) Forfeiture on Account of Discharge . If the Administrative Committee finds, after full consideration of the facts presented on behalf of both Sysco (or as applicable, a Subsidiary) and a Participant, that the Participant was discharged by Sysco (or as applicable, a Subsidiary) for: (i) fraud, (ii) embezzlement, (iii) theft, (iv) commission of a felony, (v) proven dishonesty in the course of his employment by Sysco (or as applicable, a Subsidiary) which damaged Sysco and/or any of its Subsidiaries, or (vi) disclosing trade secrets of Sysco and/or any of its Subsidiaries ((i) through (vi) individually and collectively referred to as “ Forfeiture Event ”), the entire amount credited to the Participant’s Account in the Deferred Compensation Ledger as of the date of discharge, exclusive of the lesser of (a) the credit balance of the Participant’s Account attributable to Deferrals of the Participant, without any adjustments for deemed Investment earnings and losses pursuant to Sections 4.4, 4.5 and 4.7, 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 Sections 4.4, 4.5 and 4.7, shall be forfeited even though it may have been previously vested under Article V.

(b) Forfeiture after Commencement of Distributions . If the Administrative Committee finds, after full consideration of the facts presented on behalf of both Sysco (or as applicable, a Subsidiary) and the Participant, that a Participant who has begun receiving distributions under this Plan (other than In-Service Distributions) engaged in a Forfeiture Event during his employment with Sysco (or as applicable, a Subsidiary) (even though the Participant was not discharged from Sysco or a Subsidiary for such a Forfeiture Event), the Participant and/or Participant’s Beneficiaries shall forfeit the entire amount credited to the Participant’s Account in the Deferred Compensation Ledger exclusive of the lesser of (i) the credit balance of the Participant’s Account attributable to Deferrals of the Participant, without any adjustments for deemed Investment earnings and losses pursuant to Sections 4.4, 4.5 and 4.7, or (ii) the credit balance of the Participant’s Account attributable to Deferrals, taking into account the adjustments for

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deemed Investment earnings and losses pursuant to Sections 4.4, 4.5 and 4.7, even though it may have been previously vested under Article V. For purposes of determining the portion of the Participant’s Account attributable to Deferrals, any distributions made to a Participant before the date of determination shall be applied first to reduce the credit balance of the Participant’s Account attributable to Deferrals (exclusive of any associated Investment earnings).

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

(d) Special Rule for Change of Control . Notwithstanding the above, the forfeiture created by Sections 6.7(a) and 6.7(b), respectively, shall not apply to a Participant who: (i) is discharged during the Plan Year in which a Change of Control occurs, or during the next three (3) succeeding Plan Years following the Plan Year in which a Change of Controls occurs (the “ Change of Control Period ”) or (ii) during the Change of Control Period is determined by the Administrative Committee to have engaged in a Forfeiture Event, unless an arbitrator selected to review the Administrative Committee’s findings agrees with the Administrative Committee’s determination to apply the forfeiture. The arbitration shall be governed by the provisions of Section 7.7(e) below.

6.8 Forfeiture for Competition .

(a) Participant hereby recognizes that the Company would not be providing the valuable benefits conferred by this Plan but for Participant’s willingness to provide certain post-employment covenants designed to protect Sysco and its Subsidiaries’ valuable confidential information, trade secrets and goodwill, including, without limitation, its valuable customer and supplier relationships. By accepting the benefits provided by this Plan, Participant acknowledges that Participant is engaging in an arms-length transaction of parties with equal bargaining power, recognizing that Participant may refuse to accept the benefits provided by this Plan and accordingly refuse to provide the covenants contained in this

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Section 6.8 without any impact on Participant’s continued employment with Sysco (or, as applicable, any Subsidiary).

(b) Participant shall forfeit all amounts otherwise due under this Plan, exclusive of the lesser of (i) the credit balance of the Participant’s Account attributable to Deferrals of the Participant, without any adjustments for deemed Investment earnings and losses pursuant to Sections 4.4, 4.5 and 4.7, or (ii) the credit balance of the Participant’s Account attributable to Deferrals, taking into account the adjustments for deemed Investment earnings and losses pursuant to Sections 4.4, 4.5 and 4.7, if the Administrative Committee finds, after full consideration of the facts, that Participant, at any time within five (5) years from Participant’s last day of employment and without written consent of Sysco’s CEO or General Counsel, directly or indirectly engages in any of the following acts: (1) provides services (regardless of whether as a director, officer, employee, consultant or independent contractor) that are substantially the same as provided to Sysco (or as applicable, any Subsidiary) of any business that competes with the business of Sysco (or, if applicable, any Subsidiary if Participant worked for a Subsidiary as of Participant’s last day of employment) in any county where Sysco (or as applicable, any Subsidiary) that employed Participant sold product as of the date of this Plan, provided that Participant also worked in or had responsibility over such county or counties at any time during the last twenty-four (24) months of Participant’s employment with Sysco (or, as applicable, any Subsidiary); (2) solicits, entices or recruits for any business that competes with the business of Sysco (or, if applicable, any Subsidiary if Participant worked for a Subsidiary as of Participant’s last day of employment) any actual or prospective customer of Sysco (or as applicable, any Subsidiary) with whom Participant had contact at any time during Participant’s employment; (3) solicits, entices or recruits any employee of Sysco or any Subsidiary to leave such employment to join a competing business; or (4) discloses any trade secret or item of confidential information of Sysco and/or any Subsidiary to a competing business. For purposes of determining the portion of the Participant’s Account attributable to Deferrals, any distributions made to a Participant before the date of determination shall be applied first to reduce the credit balance of the Participant’s Account attributable to Deferrals (exclusive of any associated Investment earnings).

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(c) Notwithstanding the foregoing, the forfeiture created by this Section 6.8 shall not apply to any Participant whose termination of employment from Sysco or a Subsidiary occurs during the Change of Control Period.

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 Administrative 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 Administrative Committee, it shall be paid within ten (10) days of the Administrative 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 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 (other than compensation that would otherwise be available to the Participant from either a tax-qualified plan or another non-qualified deferred compensation plan (irrespective of whether such non-qualified deferred compensation plan is subject to Section 409A of the Code)), (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.

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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 some or all of 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 6.10 shall be distributed as soon as administratively feasible but no later than ninety (90) days after the date of the determination that such provisions of the Plan do not comply with the requirements of Section 409A.

6.11 Restrictions on any Portion of Total Payments Determined to be Excess Parachute Payments . If any payment or benefit received or to be received by a Participant in connection with a “change of control” (as defined in Section 280G of the Code and the Treasury Regulations thereunder) of Sysco would either (i) result in such payment not being deductible, whether in whole or in part, by Sysco or any Subsidiary, as a result of Section 280G of the Code, and/or (ii) result in the Participant being subject to the excise tax imposed under Section 4999 of the Code, and a reduction under the Sysco Corporation Supplemental Executive Retirement Plan (including the Program) or any other non-qualified defined benefit or defined contribution plan sponsored by Sysco or any Subsidiary (or any company for which the Participant worked that was acquired by Sysco or any Subsidiary) and approved by the Administrative Committee, as applicable, is not sufficient to cause all benefits paid under this Plan to be deductible (and/or not subject to the excise tax under Section 4999 of the Code), then the benefits payable under this Plan shall be reduced until no portion of the Total Payments is not deductible as a result of Section 280G of the Code, or the benefits payable under this Plan have been reduced to an amount equal to the credit balance of the Participant’s Account attributable to Deferrals, as adjusted for deemed Investment earnings and losses pursuant to Sections 4.4 and 4.5. In determining this limitation: (a) no portion of the Total Payments which the Participant has waived in writing prior to the date of the payment of benefits under this Plan will be taken into account, (b) no portion of the Total Payments which tax counsel, selected by Sysco’s independent auditors and acceptable to the Participant and reasonably acceptable to Sysco (“ Tax

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Counsel ”), determines not to constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code will be taken into account (including, without limitation, amounts not treated as a “parachute payment” as a result of the application of Section 280G(d)(4)(A)), (c) no portion of the Total Payments which Tax Counsel, determines to be reasonable compensation for services rendered within the meaning of Section 280G(d)(4)(B) of the Code will be treated as an “excess parachute payment” in the manner provided by Section 280G(d)(4)(B), and (d) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments will be determined by Sysco’s independent auditors in accordance with Sections 280G(b)(3) and (4) of the Code. Notwithstanding anything herein or otherwise to the contrary, the Compensation Committee, may, within its sole discretion and pursuant to an agreement approved by the Compensation Committee, waive application of this Section 6.11, when it determines that specific situations warrant such action.

6.12 Responsibility for Distributions and Withholding of Taxes . The Administrative 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 Administrative Committee Appointment . The Administrative Committee shall be appointed by the Compensation Committee. Each Administrative Committee member shall serve until his or her resignation or removal. The Compensation Committee or its designee shall have the sole discretion to remove any one or more Administrative Committee members and to appoint one or more replacement or additional Administrative Committee members from time to time.

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

7.3 Powers of the Administrative Committee . Except as provided under Section 7.8 or unless otherwise reserved to the Compensation Committee, the Administrative 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 Administrative Committee to such individual members of the Administrative Committee, individual employees of the Company, or groups of employees of the Company, as the Administrative 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 Administrative Committee (or, as applicable, the Compensation 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 Administrative Committee (or, as applicable, the Compensation 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 Administrative Committee (or, as applicable, the Compensation Committee) or any refraining to act or any act taken by the Administrative Committee (or, as applicable, the Compensation Committee) in good faith shall be final and binding on all parties. The Administrative Committee’s (or, as applicable, the Compensation Committee’s) decisions shall never be subject to de novo review. Notwithstanding the foregoing, the Administrative Committee’s (or, as applicable, the Compensation 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 Administrative 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 Compensation Committee, members of the Administrative Committee, employees of the

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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.

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 Administrative 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 Administrative Committee at Sysco’s principal office.

(a) Initial Claims Decision . The Administrative 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 Administrative Committee; provided, however , that the Administrative 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 Administrative Committee determines that special circumstances require an extension of time to decide the claim, and the Administrative 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 Administrative Committee’s decision by submitting a written request for review to the Administrative Committee within sixty (60) days (or one hundred eighty (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 Administrative 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 Administrative Committee. If the Claimant’s request for review is not received within the earlier of sixty (60) days (or one hundred eighty (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 Administrative Committee’s determination.

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(c) Decision Following Appeal . The Administrative 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 Administrative 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 Administrative Committee determines that special circumstances require an extension of time to decide the claim and the Administrative 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 Administrative 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 Administrative 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 any arbitration proceeding in connection with the Plan by a person claiming rights under the Plan or by another person claiming rights through such a person. The Administrative Committee may, in its sole discretion, waive the procedures described in this Section 7.7 as a mandatory precondition to such an action.

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

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acknowledges that Sysco is organized under the laws of the State of Delaware. The decision of the arbitrator shall be final and binding on both parties.

7.8 Compensation Committee Decisions . Notwithstanding anything in the Plan to the contrary, any determination made with respect to the benefits or rights of an Executive Officer under this Plan shall not be made by the Administrative Committee but shall instead be made by the Compensation Committee, and each provision of the Plan otherwise governing such a determination shall be interpreted and construed to substitute the Compensation Committee for the Administrative Committee in such provision.

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ARTICLE VIII

ADOPTION BY SUBSIDIARIES

8.1 Procedure for and Status After Adoption . Any Subsidiary may, with the approval of the Administrative 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, the Compensation Committee and the Administrative Committee under the Plan shall be exercised by the Board of Directors of Sysco, the Compensation Committee of the Board of Directors of Sysco or the Administrative Committee of Sysco, 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.

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 Administrative 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, 4.5 and 4.6 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.

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ARTICLE IX

AMENDMENT AND/OR TERMINATION

9.1 Amendment or Termination of the Plan . Except as otherwise provided in this Section 9.1, the Compensation Committee may amend or terminate this Plan at any time by an instrument in writing without the consent of any adopting Subsidiary. Notwithstanding the foregoing, in no event shall the Plan be terminated during the two (2) year period following a Change of Control.

9.2 No Retroactive Effect on Awarded Benefits . Absent a Participant’s prior consent, no amendment shall:

(a) affect the amounts then standing to his credit in his Account in the Deferred Compensation Ledger;

(b) change the rate of or method of calculating interest to accrue in the future on Company Matches credited to a Participant’s Account prior to July 2, 2008;

(c) change a Participant’s rights under any provision relating to a Change of Control after a Change of Control has occurred.

However, the Compensation Committee shall retain the right at any time to (i) change in any manner the method of calculating Investment earnings and losses effective from and after the date of the amendment on the Participant’s Deferrals, and (ii) change the rate of or method of calculating interest, effective from and after the date of the amendment, to accrue on Company Matches credited to a Participant’s Account on or after July 2, 2008, 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 Compensation Committe 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:

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(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 three (3) 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 Account only if he meets the distribution requirements set forth in Article 6 hereof; (iii) the forfeiture provisions of Sections 6.7 and 6.8, and the restrictions set out in Section 6.11 shall continue to apply; and (iv) no Participant shall be entitled to a distribution of the Participant’s Account solely as a result of the Plan’s termination in accordance with the terms of this Article IX.

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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 Company may, at any time, request the record keeper for the Plan to determine the present Account balance, assuming the Account balance to be fully vested and taking into account credits and debits arising from deemed Investment earnings and losses credited interest pursuant to Article IV, 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

-42-

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 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.

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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 Administrative 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 Administrative 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 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 Administrative Committee, cease. In that event, the Administrative Committee may have the Company hold or apply the right or benefit or

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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 Administrative Committee believes to be proper in its sole and absolute discretion, but is not required to do so.

11.4 Reliance Upon Information . No member of either the Administrative Committee or the Compensation Committee shall 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 Administrative Committee or the Compensation 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 Administrative 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 and Exclusive Jurisdiction . The Plan shall be construed, administered and governed in all respects by the laws of the State of Delaware. Consistent with Section 7.7(e) of this Plan, Participant and the Company agree that the sole and exclusive jurisdiction for any dispute under this Plan shall lie with the AAA’s regional office for the State of Delaware, and the parties hereby waive any jurisdictional or venue-related defense to conducting arbitration at this location.

11.9 Effective Date . This Plan will be operative and effective on August 27, 2010.

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

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have any ambiguities therein interpreted, to the extent possible, in a manner that complies with Section 409A.

IN WITNESS WHEREOF , the Company has executed this document on this September 17, 2010.


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

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EXHIBIT “A”

SIXTH AMENDED AND RESTATED
SYSCO CORPORATION
EXECUTIVE DEFERRED COMPENSATION PLAN

INVESTMENT OPTIONS

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


Option		Sub-Advisor/Manager
Equity Income Trust		T. Rowe Price Associates, Inc.
500 Index B Trust		MFC Global Investment Management USA Ltd.
Mid-Value Trust		T. Rowe Price Associates, Inc.
JHT International Value		Templeton Global Advisors Limited
Small Cap Value Trust		Wellington Management Company LLC
Brandes International Equity Fund		Brandes Investment Partners, LP
Frontier Capital Appreciation		Frontier Capital Management, LLC
Bond Index B Trust		Declaration Management & Research LLC

Default Investment

Moody’s Average Corporate Bond Yield calculated as described in the definition of Default Investment.

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Exhibit 10.4

TENTH AMENDED AND RESTATED

SYSCO CORPORATION

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

Effective August 27, 2010

TABLE OF CONTENTS


		Page

ARTICLE I	DEFINITIONS		2

ARTICLE II	ELIGIBILITY & CONTINUED PARTICIPATION		9
2.1	Initial Eligibility		9
2.2	Frozen Participation		9
2.3	Benefits upon Re-Employment		9
2.4	Participation in this Plan and Other Plans		9
2.5	No Transfers from this Plan to Other Plans		10

ARTICLE III	VESTING		10
3.1	Vesting		10
3.2	Vesting upon a Change of Control		11
3.3	Compensation Committee Discretion		11

ARTICLE IV	VESTED ACCRUED BENEFIT & RETIREMENT BENEFIT		12
4.1	Definitions		12
4.2	Minimum Vested Accrued Benefit as of June 28, 2008		16
4.3	Vested Accrued Benefit after June 28, 2008		16
4.4	Retirement Benefit		17
4.5	Benefit Commencement Date		17
4.6	Form of Payment		17
4.7	Temporary Supplement		18
4.8	Administrative Delay		18
4.9	Delay of Payments under Section 409A of the Code		18

ARTICLE V	FROZEN PARTICIPATION		20
5.1	In General		20
5.2	Participation Frozen on or after June 28, 2008		20
5.3	Frozen Participation Deemed Active Participation		20
5.4	Participation Frozen before June 28, 2008		20

ARTICLE VI	DEATH BENEFIT		21
6.1	Definitions		21
6.2	Death of Active Participant prior to Age 55		21
6.3	Death of Active Participant after Age 55		22
6.4	Death after a Change of Control that Occurs while an Active Participant		23
6.5	Death of Frozen Participant		23
6.6	Death of Vested Separated Participant		24
6.7	Death of Retired Participant before or after Commencement of Benefits		24
6.8	Administrative Delay		25

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TABLE OF CONTENTS
(continued)


		Page
6.9	Beneficiary Designation for Ten (10) Year Certain Period		25

ARTICLE VII	PROVISIONS RELATING TO ALL BENEFITS		27
7.1	Effect of this Article		27
7.2	Termination of Employment		27
7.3	Forfeiture for Cause		27
7.4	Forfeiture for Competition		28
7.5	Restrictions on any Portion of Total Payments Determined to be Excess Parachute Payments		29
7.6	Claims Procedure		30

ARTICLE VIII	ADMINISTRATION		32
8.1	Administrative Committee Appointment		32
8.2	Administrative Committee Organization and Voting		32
8.3	Powers of the Administrative Committee		32
8.4	Committee Discretion		33
8.5	Reimbursement of Expenses		33
8.6	Indemnification		33

ARTICLE IX	ADOPTION BY SUBSIDIARIES		34
9.1	Procedure for and Status after Adoption		34
9.2	Termination of Participation by Adopting Subsidiary		34

ARTICLE X	AMENDMENT AND/OR TERMINATION		35
10.1	Amendment or Termination of the Plan		35
10.2	No Retroactive Effect on Awarded Benefits		35
10.3	Effect of Termination		35

ARTICLE XI	FUNDING		37
11.1	Payments under This Plan are the Obligation of the Company		37
11.2	Plan May Be Funded through Life Insurance Owned by the Company or a Rabbi Trust		37
11.3	Reversion of Excess Assets		37
11.4	Participants Must Rely Only on General Credit of the Company		38
11.5	Funding of Benefits for Participants Subject to Canadian Income Tax Laws is Prohibited		38

ARTICLE XII	MISCELLANEOUS		39
12.1	Responsibility for Distributions and Withholding of Taxes		39
12.2	Limitation of Rights		39
12.3	Benefits Dependent upon Compliance with Certain Covenants		39
12.4	Distributions to Incompetents or Minors		39
12.5	Nonalienation of Benefits		39

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TABLE OF CONTENTS
(continued)


		Page
12.6	Reliance upon Information		40
12.7	Amendment Applicable to Active Participants Only Unless it Provides Otherwise		40
12.8	Severability		40
12.9	Notice		40
12.10	Gender and Number		40
12.11	Governing Law		40
12.12	Effective Date		40
12.13	Compliance with Section 409A		41

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TENTH AMENDED AND RESTATED
SYSCO CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

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

WHEREAS , Sysco’s Board of Directors (the “ Board of Directors ”) amended and restated the SERP pursuant to that certain Ninth Amended and Restated Sysco Corporation Supplemental Executive Retirement Plan (the “ Current Plan ”), effective generally as of June 27, 2009, which among other things adopted the First Amended and Restated MIP Retirement Program effective as of June 27, 2009 (the “ Current Program ”) which is attached as Appendix I to the Current Plan;

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

WHEREAS , the Board of Directors has determined that it is in the best interests of Sysco and its stockholders to amend and restate the Current Plan and Current Program to (i) incorporate such changes as are necessary to address certain changes in the roles and responsibilities of the Board of Directors, the Compensation Committee and the Administrative Committee (as defined herein) with respect to, among other things, establishing, monitoring, supervising, maintaining, amending and terminating the employer welfare and benefit plans that are sponsored by Sysco; and (ii) to make certain other changes to ease the administration of the Plan (including the Program).

NOW, THEREFORE , Sysco hereby adopts this Tenth Amended and Restated Sysco Corporation Supplemental Executive Retirement Plan (including the Second Amended and Restated Sysco Corporation MIP Retirement Program, attached as Appendix I hereto), effective as of August 27, 2010, as follows:

ARTICLE I

DEFINITIONS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(b) Individuals who, as of July 1, 2010, constitute the Board of Directors (the “ Incumbent Board ”) cease for any reason to constitute at least a majority of the Board of Directors; provided, however , that any individual becoming a director subsequent to July 1, 2010 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;

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.

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

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

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

1.17 Compensation Committee . “Compensation Committee” means the Compensation Committee of the Board of Directors of Sysco.

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

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

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

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

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

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

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

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

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

1.27 Executive Officer . “Executive Officer” means each of Sysco’s Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, President, Executive Vice Presidents, Senior Vice Presidents or any other officers designated as “officers” for purposes of Section 16 of the Securities Act.

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

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

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

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

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

1.33 Management Incentive Plan or MIP . “Management Incentive Plan” or “MIP” means the Sysco Corporation 1995 Management Incentive Plan, the Sysco Corporation 2000 Management Incentive Plan, the Sysco Corporation 2005 Management Incentive Plan and the Sysco Corporation 2009 Management Incentive Plan, as each may be amended, and any successor plans.

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

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

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

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

1.38 Participant . “Participant” means an employee of a Company who is eligible for and is participating in this Plan, and any other current or former employee of Sysco and its Subsidiaries who is entitled to a

benefit under this Plan. Unless otherwise specified herein, references to a Participant or Participants shall include both Active Participants and Frozen Participants.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE II

ELIGIBILITY & CONTINUED PARTICIPATION

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

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

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

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

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

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

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

ARTICLE III

VESTING

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

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


Participant with at least
ten (10) years of Vesting	Vested
Service whose age is	Percentage

Less than 60		0	%
60 but less than 61		50	%
61 but less than 62		60	%
62 but less than 63		70	%
63 but less than 64		80	%
64 but less than 65		90	%
65 or more		100	%

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


Sum of Participant’s full
years of age plus full	Vested
years of MIP Participation	Percentage

Less than 70		0	%
70		50	%
71		55	%
72		60	%
73		65	%
74		70	%
75		75	%


Sum of Participant’s full
years of age plus full	Vested
years of MIP Participation	Percentage
76		80	%
77		85	%
78		90	%
79		95	%
80 or more		100	%

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

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

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

ARTICLE IV

VESTED ACCRUED BENEFIT & RETIREMENT BENEFIT

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

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


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

2008 PY	Included, except for MIP Additional Shares and MIP Additional Bonuses	Included, except for MIP Additional Bonuses	Excluded

2007 PY	Included, except for MIP Additional Shares	Included in full	Included, except for calculation of Protected Benefit

2006 PY	Included, except for MIP Additional Shares and MIP Additional Cash Bonuses	Included in full	Excluded

2005 PY and prior PYs	Included in full	Included in full	Excluded


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


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

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

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

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

(i) the Participant becomes a Frozen Participant,

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

4.5 Benefit Commencement Date .

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

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

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

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

4.6 Form of Payment .

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

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

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

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

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

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

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

ARTICLE V

FROZEN PARTICIPATION

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

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

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

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

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

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

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

5.3 Frozen Participation Deemed Active Participation . Notwithstanding anything to the contrary contained in Section 5.2, a Frozen Participant shall be treated as if his participation had never been frozen if (a) he remains a Company employee after his participation is frozen and subsequently becomes eligible to participate in the Plan or (b) his participation is frozen after a Change of Control and he dies or is terminated from the employ of the Company by the then management within four (4) years after that Change of Control.

5.4 Participation Frozen before June 28, 2008 . The provisions of Sections 5.2 and 5.3 shall also apply to a Participant whose participation was frozen before June 28, 2008, except such Frozen Participant’s Vested Accrued Benefit shall be determined using the benefit formula in effect under the Plan as of the date his participation was frozen.

ARTICLE VI

DEATH BENEFIT

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(a) Joint and Survivor Annuity .

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

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

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

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

(b) Annuity .

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

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

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

6.9 Beneficiary Designation for Ten (10) Year Certain Period . A Beneficiary designation shall be effective upon receipt by the Administrative Committee of a properly executed form which the Administrative 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 Administrative Committee.

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

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

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

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

ARTICLE VII

PROVISIONS RELATING TO ALL BENEFITS

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

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

7.3 Forfeiture for Cause .

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(a) Initial Claims Decision . The Administrative 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 Administrative Committee; provided, however , that the Administrative 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 Administrative Committee determines that special circumstances require an extension of time to decide the claim, and the Administrative 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 Administrative Committee’s decision by submitting a written request for review to the Administrative 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 Administrative 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 Administrative 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 Administrative Committee’s determination.

(c) Decision Following Appeal . The Administrative 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 Administrative 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 Administrative Committee determines that special circumstances require an extension of time to decide the claim and the Administrative 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 Administrative 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 Administrative Committee shall be binding and conclusive upon all persons, and completion of the claims procedures described in this Section 7.6 shall be a precondition to commencement of mandatory and binding arbitration set forth in Section 7.6(e) below. Notwithstanding the preceding sentence, the Administrative Committee may, in its sole discretion, waive the procedures described in Sections 7.6(a) through 7.6(c) as a precondition to mandatory and binding arbitration set forth in Section 7.6(e) below.

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

7.7 Compensation Committee Decisions . Notwithstanding anything in the Plan (including the Program) to the contrary, any determination made or to be made with respect to the benefits or rights of an Executive Officer under the Plan (including the Program) shall not be made by the Administrative Committee but shall instead be made by the Compensation Committee, and each provision of the Plan (including the Program) otherwise governing such a determination shall be interpreted and construed to substitute the Compensation Committee for the Administrative Committee in such provision.

ARTICLE VIII

ADMINISTRATION

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

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

8.3 Powers of the Administrative Committee . Except as otherwise provided in Section 7.7, the Administrative Committee shall have the exclusive responsibility for the general administration of this Plan (including the Program) according to the terms and provisions of this Plan (including the Program) and shall have all powers necessary to accomplish those purposes, including but not by way of limitation the right, power and authority:

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

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

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

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

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

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

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

8.4 Committee Discretion . Except as otherwise provided in Section 7.7 of this Plan (including the Program) and unless otherwise reserved to the Compensation Committee herein, the Administrative Committee has the sole power and authority to administer this Plan (including the Program), and any decision made by, or action taken by, the Administrative Committee (or, as applicable, the Compensation Committee) in good faith shall be final and binding on all parties, subject to the provisions of Sections 7.6(a) through 7.6(c). Notwithstanding the foregoing, Administrative Committee (or, as applicable, Compensation Committee) decisions or actions during a Change of Control Period are subject to mandatory and binding arbitration pursuant to Section 7.6(e).

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

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

ARTICLE IX

ADOPTION BY SUBSIDIARIES

9.1 Procedure for and Status after Adoption . Any Subsidiary may, with the approval of the Administrative 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, the Compensation Committee and the Administrative Committee under this Plan (including the Program) shall be exercised by the Board of Directors of Sysco, Compensation Committee of the Board of Directors of Sysco or the Administrative Committee of Sysco, as applicable. Sysco and each Subsidiary adopting this Plan shall bear the cost of providing Plan benefits for its own Participants. Sysco shall initially pay the costs of the Plan each Plan Year. However, each adopting Subsidiary shall then be billed back for the actuarially determined costs pertaining to it in accordance with the appropriate Financial Accounting Standards Board pronouncements. It is intended that the obligation of Sysco and each Subsidiary with respect to its Participants shall be the sole obligation of the Company that is employing the Participant and shall not bind any other Company.

9.2 Termination of Participation by Adopting Subsidiary . Any Subsidiary adopting this Plan may, by appropriate action of its board of directors, terminate its participation in this Plan. The Administrative 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 X

AMENDMENT AND/OR TERMINATION

10.1 Amendment or Termination of the Plan . Except as otherwise provided in this Section 10.1, the Compensation Committee may amend or terminate this Plan (including the Program) at any time by an instrument in writing without the consent of any adopting Company. Notwithstanding the foregoing, in no event shall this Plan (including the Program) be terminated during the two (2) year period following a Change of Control.

10.2 No Retroactive Effect on Awarded Benefits .

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

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

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

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

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

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

(a) With respect to benefits that become payable as a result of a distribution event on or after the effective date of the Plan’s termination, a Participant’s: (i) Ten-Year Final Average Compensation shall be determined as of the earlier of the Calculation Date as specified in Section 4.1(b) or the date of the Plan’s termination, (ii) Benefit Service shall cease as of the earlier of the date specified in Section 4.1(d) or the date of the Plan’s termination and (iii) Three-Year Final Average Compensation under Article VI shall be determined as of the earlier of the date specified under Section 6.2(a)(i) or the date of the Plan’s termination.

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

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

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

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

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

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

ARTICLE XI

FUNDING

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

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

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

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

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

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

ARTICLE XII

MISCELLANEOUS

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

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

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

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

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

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

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

12.4 Distributions to Incompetents or Minors . Should a Participant become incompetent or should a Participant designate a Beneficiary who is a minor or incompetent, the Administrative 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 Administrative Committee determines in its sole discretion.

12.5 Nonalienation of Benefits . No right or benefit provided under this Plan (including the Program) is subject to transfer, anticipation, alienation, sale, assignment, pledge, encumbrance or charge by the Participant, except upon his death to a named Beneficiary as provided in this Plan (including the Program). If any Participant or any Beneficiary becomes bankrupt or attempts to anticipate, alienate, sell, assign, pledge, encumber or charge any right or benefit under this Plan (including the Program), that right or benefit shall, in the discretion of the Administrative Committee, be forfeited. In that event, the Administrative 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 Administrative Committee believes to be proper in its sole and absolute discretion, but is not required to do so.

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

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

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

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

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

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

12.12 Effective Date . The Supplemental Executive Retirement Plan was originally effective as of July 3, 1988. This Tenth Amended and Restated Sysco Corporation Supplemental Executive Retirement Plan is effective as of August 27, 2010.

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

IN WITNESS WHEREOF , Sysco has executed this document on this September 17, 2010.


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

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

SUPPLEMENTAL PLANS

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

None

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

Sysco Corporation Canadian Executive Capital Accumulation Plan

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

DEATH BENEFIT ADJUSTMENTS

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

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

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

APPENDIX I

SECOND AMENDED AND RESTATED

SYSCO CORPORATION

MIP RETIREMENT PROGRAM

Effective August 27, 2010

TABLE OF CONTENTS


			Page


ARTICLE I		DEFINITIONS		2

ARTICLE II		ELIGIBILITY & CONTINUED PARTICIPATION		9
	2.1	Initial Eligibility		9
	2.2	Frozen Participation		9
	2.3	Continued Participation Following Transfer to the Plan		9
	2.4	Benefits upon Re-Employment		9

ARTICLE III		VESTING		10
	3.1	Vesting		10
	3.2	Compensation Committee Discretion		10

ARTICLE IV		ACCRUED BENEFIT & RETIREMENT BENEFIT		11
	4.1	Definitions		11
	4.2	Accrued Benefit		13
	4.3	Vested Accrued Benefit		13
	4.4	Retirement Benefit		13
	4.5	Form of Payment		13
	4.6	Administrative Delay		13
	4.7	Delay of Payments under Section 409A of the Code		13

ARTICLE V		FROZEN PARTICIPATION		15
	5.1	In General		15
	5.2	Frozen Participation		15
	5.3	Frozen Participation Deemed Active Participation		15

ARTICLE VI		DEATH BENEFIT		16
	6.1	Definitions		16
	6.2	Death of Active Participant Prior to Age 55		16
	6.3	Death of Active Participant after Age 55		17
	6.4	Death after a Change of Control that Occurs while an Active Participant		18
	6.5	Death of Frozen Participant		18
	6.6	Death of Vested Terminated Participant		18
	6.7	Death of Retired Participant before or after Commencement of Benefits		19
	6.8	Administrative Delay		20
	6.9	Beneficiary Designation for Ten (10) Year Certain Period		20

ARTICLE VII		PROVISIONS RELATING TO ALL BENEFITS		22


			Page

	7.1	Effect of this Article		22
	7.2	Termination of Employment		22
	7.3	Forfeiture for Cause		22
	7.4	Forfeiture for Competition		23
	7.5	Restrictions on any Portion of Total Payments Determined to be Excess Parachute Payments		24
	7.6	Claims Procedure		25
	7.7	Compensation Committee Decisions		26

ARTICLE VIII		ADMINISTRATION		27
	8.1	Administrative Committee Appointment		27
	8.2	Administrative Committee Organization and Voting		27
	8.3	Powers of the Administrative Committee		27
	8.4	Administrative Committee Discretion		28
	8.5	Reimbursement of Expenses		28
	8.6	Indemnification		28

ARTICLE IX		ADOPTION BY SUBSIDIARIES		29
	9.1	Procedure for and Status after Adoption		29
	9.2	Termination of Participation by Adopting Subsidiary		29

ARTICLE X		AMENDMENT AND/OR TERMINATION		30
	10.1	Amendment or Termination of this Program		30
	10.2	No Retroactive Effect on Awarded Benefits		30
	10.3	Effect of Termination		30

ARTICLE XI		FUNDING		32
	11.1	Payments Under This Plan are the Obligation of the Company		32
	11.2	Plan May Be Funded Through Life Insurance Owned by the Company or a Rabbi Trust		32
	11.3	Reversion of Excess Assets		32
	11.4	Participants Must Rely Only on General Credit of the Company		33
	11.5	Funding of Benefits for Participants Subject to Canadian Income Tax Laws is Prohibited		33

ARTICLE XII		MISCELLANEOUS		34
	12.1	Responsibility for Distributions and Withholding of Taxes		34
	12.2	Limitation of Rights		34
	12.3	Benefits Dependent Upon Compliance with Certain Covenants		34
	12.4	Distributions to Incompetents or Minors		34
	12.5	Nonalienation of Benefits		34
	12.6	Reliance upon Information		35
	12.7	Amendment Applicable to Active Participants Only Unless it Provides Otherwise		35
	12.8	Severability		35


		Page

12.9	Notice		35
12.10	Gender and Number		35
12.11	Governing Law		35
12.12	Effective Date		35
12.13	Compliance with Section 409A		36

iii

SECOND AMENDED AND RESTATED
SYSCO CORPORATION
MIP RETIREMENT PROGRAM

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

WHEREAS , effective as of June 27, 2009, Sysco’s Board of Directors (the “ Board of Directors ”) amended and restated the SERP to, among other things, adopt the First Amended and Restated Sysco Corporation MIP Retirement Program (the “ Current Program ”), which is attached as Appendix I to the Ninth Amended and Restated Sysco Corporation Supplemental Executive Retirement Plan (the “ Current Plan ”);

WHEREAS , the Board of Directors has determined that it is in the best interests of Sysco and its stockholders to amend and restate the Current Program to incorporate such changes as are necessary to (i) address certain changes in the roles and responsibilities of the Board of Directors, the Compensation Committee and the Administrative Committee (as defined herein) with respect to, among other things, establishing, monitoring, supervising, maintaining, amending and terminating the employer welfare and benefit plans that are sponsored by Sysco; and (ii) make certain changes to ease administration of the Program.

NOW, THEREFORE , Sysco hereby adopts this Second Amended and Restated Sysco Corporation MIP Retirement Program, effective as of August 27, 2010, as follows:

ARTICLE I

DEFINITIONS

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

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

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

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

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

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

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

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

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

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

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

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

(b) Individuals who, as of July 1, 2010, constitute the Board of Directors (the “ Incumbent Board ”) cease for any reason to constitute at least a majority of the Board of Directors; provided, however , that any individual becoming a director subsequent to July 1, 2010 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;

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.

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

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

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

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

1.17 Compensation Committee . “Compensation Committee” means the Compensation Committee of the Board of Directors.

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

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

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

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

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

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

1.24 Executive Officer . “Executive Officer” means each of Sysco’s Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, President, Executive Vice Presidents, Senior Vice Presidents or any other officers designated as “officers” for purposes of Section 16 of the Securities Act.

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

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

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

1.28 Management Incentive Plan or MIP . “Management Incentive Plan” or “MIP” means the Sysco Corporation 2005 Management Incentive Plan, as amended and restated, and the Sysco Corporation 2009 Management Incentive Plan, as each may be amended from time to time, and any successor plans thereto.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

1.44 Separation from Service . “Separation from Service” means a “separation from service” within the meaning of Section 409A. A Participant shall have experienced a “separation from service” as a result of a

termination of employment if the level of bona fide services performed by the Participant for Sysco or a Subsidiary decreases to a level equal to twenty-five percent (25%) or less of the average level of services performed by the Participant during the immediately preceding thirty-six (36) month period, taking into account any periods of performance excluded by Section 409A.

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

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

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

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

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

1.50 Total Payments . “Total Payments” means all payments or benefits received or to be received by a Participant in connection with a “change of control” (within the meaning of Section 280G of the Code) of Sysco under the terms of this Program, the Plan, and Supplemental Plan(s) or the EDCP, and in connection with a change of control of Sysco under the terms of any stock option plan or any other plan, arrangement or agreement with the

Company, its successors, any person whose actions result in a change of control or any person affiliated with the Company or who as a result of the completion of transactions causing a change of control become affiliated with the Company within the meaning of Section 1504 of the Code, taken collectively.

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

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

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

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

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

ARTICLE II

ELIGIBILITY & CONTINUED PARTICIPATION

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

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

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

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

ARTICLE III

VESTING

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

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

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

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

ARTICLE IV

ACCRUED BENEFIT & RETIREMENT BENEFIT

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

(a) Annual Compensation Limit . “Annual Compensation Limit” means the annual compensation limit under Section 401(a)(17) of the Code and as described under Sections 1.06(d) and (e) of the Pension Plan.

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

(i) For a calendar year prior to the calendar year in which a Participant first becomes a MIP participant, the Participant’s “eligible earnings,” as such term is defined in the Pension Plan without regard to the Annual Compensation Limit.

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

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

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

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

(A) prior to July 2, 1989;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

4.6 Administrative Delay . Except as required under Section 4.7, payment of the Participant’s Retirement Benefit shall begin on the Benefit Commencement Date set forth in Section 4.5 or the first day of the month as soon as administratively practicable thereafter but in no event later than the last day of the taxable year in which the Benefit Commencement Date occurs, or if later within two and one-half (2 ¹ / 2 ) months of the Benefit Commencement Date, unless an exception under Section 409A applies. The aggregate amount of any delayed payments, without interest, shall be paid to the Participant on such delayed commencement date.

4.7 Delay of Payments under Section 409A of the Code . Notwithstanding the above, the distribution of a Retirement Benefit under Section 4.4 above to a Participant who is a Specified Employee shall not commence

earlier than the date that is six (6) months after the date of such Participant’s Retirement or Vested Separation if such earlier commencement would result in the imposition of the excise tax under Section 409A. If distributions to a Participant are so delayed, such distributions shall commence at the later of (a) the first day of the month coincident with or next following the date that is six (6) months after the Participant’s Retirement or Vested Separation; or (b) the Participant’s Benefit Commencement Date. If a Participant’s distributions are delayed by reason of clause (a), above, the aggregate amount of any such delayed payments, together with interest on such delayed payments (calculated using the interest rate used for determining Actuarial Equivalence), shall be paid to the Participant on such delayed commencement date.

ARTICLE V

FROZEN PARTICIPATION

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

5.2 Frozen Participation .

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

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

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

ARTICLE VI

DEATH BENEFIT

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

6.6 Death of Vested Separated Participant . Upon the death of a Vested Separated Participant who was not a Frozen Participant as of his Retirement date or Vested Separation date, such Participant’s spouse or other Beneficiary shall be entitled to a monthly annuity payable for life with a ten (10) year certain period commencing on the first day of the month coincident with or next following the Participant’s death. Subject to Section 6.4, such

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

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

(a) Joint and Survivor Annuity .

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

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

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

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

(b) Annuity .

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

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

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

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

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

may designate the Beneficiaries to receive any remaining guaranteed payments if the spouse should die during the ten (10) year certain period.

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

ARTICLE VII

PROVISIONS RELATING TO ALL BENEFITS

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

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

7.3 Forfeiture for Cause .

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

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

Administrative Committee’s determination to apply the forfeiture. The arbitration shall be governed by the provisions of Section 7.6(e) of this Program.

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

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

meaning of Section 280G(b)(4)(B) of the Code will be treated as an “excess parachute payment” in the manner provided by Section 280G(b)(4)(B), and (d) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined by Sysco’s independent auditors in accordance with Sections 280G(d)(3) and (4) of the Code. Notwithstanding anything herein or otherwise to the contrary, the Compensation Committee, may, within its sole discretion and pursuant to an agreement approved by the Compensation Committee, waive application of this Section 7.5, when it determines that specific situations warrant such action.

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

(a) Initial Claims Decision . The Administrative Committee shall generally provide written notice to the Claimant of its decision within ninety (90) days after the claim is filed with the Administrative Committee; provided, however , that the Administrative Committee may have up to an additional ninety (90) days to decide the claim, if the Administrative Committee determines that special circumstances require an extension of time to decide the claim, and the Administrative 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 Administrative Committee’s decision by submitting a written request for review to the Administrative Committee within sixty (60) days after the earlier of receiving the denial notice or after expiration of the initial review period. Such written request must be addressed to the Administrative 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 Administrative Committee. If the Claimant’s request for review is not received within the earlier of sixty (60) days after receipt of the denial or after expiration of the initial review period, the denial shall be final, and the Claimant shall be barred and estopped from challenging the Administrative Committee’s determination.

(c) Decision Following Appeal . The Administrative Committee shall generally make its decision on the Claimant’s appeal in writing within sixty (60) days following its receipt of the Claimant’s request for appeal; provided, however , that the Administrative Committee may have up to an additional sixty (60) days to decide the claim, if the Administrative Committee determines that special circumstances require an extension of time to decide the claim and the Administrative 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 Administrative 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 Administrative Committee shall be binding and conclusive upon all persons, and completion of the claims procedures described in this Section 7.6 shall be a precondition to commencement of mandatory and binding arbitration set forth in Section 7.6(e) below. Notwithstanding the preceding sentence, the Administrative Committee may, in its sole discretion, waive the procedures described in Sections 7.6(a) through 7.6(c) of this Program as a precondition to mandatory and binding arbitration set forth in Section 7.6(e) below.

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

7.7 Compensation Committee Decisions . Notwithstanding anything in the Plan (including this Program) to the contrary, any determination made with respect to the benefits or rights of an Executive Officer under this Program shall not be made by the Administrative Committee (or, as applicable, the Chief Executive Officer or Chief Operating Officer of Sysco) but shall instead be made by the Compensation Committee, and each provision of the Program otherwise governing such a determination shall be interpreted and construed to substitute the Compensation Committee for the Administrative Committee (or, as applicable, the Chief Executive Officer or Chief Operating Officer of Sysco) in such provision.

ARTICLE VIII

ADMINISTRATION

8.3 Powers of the Administrative Committee . Except as otherwise provided in Section 7.7 of this Program and unless such power is otherwise reserved by the Compensation Committee herein, the Administrative Committee shall have the exclusive responsibility for the general administration of the Plan (including this Program) according to the terms and provisions of the Plan (including this Program) and shall have all powers necessary to accomplish those purposes, including but not by way of limitation the right, power and authority:

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

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

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

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

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

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

8.4 Delegation of Authority by Compensation Committee . The Compensation Committee hereby expressly delegates to the Chief Executive Officer and/or the Chief Operating Officer of Sysco the Compensation Committee’s discretionary authority with respect to the following: (i) excluding an otherwise eligible MIP participant from participating in this Program pursuant to Section 2.1 of this Program; and (ii) subsequently including an otherwise eligible MIP participant described in clause (i), above, including determining the period (if any) over which such previously excluded MIP participant will be eligible to accrue benefits under this Program pursuant to Section 4.1(a)(iii)(E) of this Program; provided however , that the Chief Executive Officer’s and Chief Operating Officer’s discretionary authority under this Program shall not apply to the extent such decision is with respect to an Executive Officer.

8.5 Committee Discretion . Subject to Section 7.7 of this Program and unless otherwise reserved to the Compensation Committee herein, the Administrative Committee has the sole power and authority to administer the Plan (including this Program), and any decision made by, or action taken by, the Administrative Committee (or, as applicable, the Compensation Committee) in good faith shall be final and binding on all parties, subject to the provisions of Sections 7.6(a) through 7.6(c) of this Program. Notwithstanding the foregoing, Administrative Committee (or, as applicable, Compensation Committee) decisions or actions made or taken during a Change of Control Period are subject to mandatory and binding arbitration pursuant to Section 7.6(e) of this Program.

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

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

ARTICLE IX

ADOPTION BY SUBSIDIARIES

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

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

ARTICLE X

AMENDMENT AND/OR TERMINATION

10.1 Amendment or Termination of this Program . Except as otherwise provided in this Section 10.1, the Compensation Committee may amend or terminate this Program at any time by an instrument in writing without the consent of any adopting Company. Notwithstanding the foregoing, in no event shall this Program be terminated during the two (2) year period following a Change of Control.

10.2 No Retroactive Effect on Awarded Benefits .

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

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

(i) The Determination Date of the Vested Accrued Benefit under Section 4.3 of this Program shall be the effective date of the amendment with the exception of the Vested Percentage, which shall be determined as of the date of the distribution event.

(ii) On and after the effective date of such amendment, for purposes of vesting under Article III of this Program and the Benefit Commencement Date under Section 4.1(c) of this Program, a Participant shall continue to be awarded years of Vesting Service and age credit until such Participant’s termination of employment with Sysco and its Subsidiaries.

(c) Benefits on or after the Amendment . Notwithstanding the provisions of this Section 10.2, the Compensation Committee retains the right at any time to (i) change in any manner or to discontinue the death benefit provided in Article VI of this Program, except during the four (4) year period following a Change of Control for those persons who at that time were covered by the death benefit, and (ii) to change in any manner the benefit under Article IV of this Program, provided such benefit is not less than the Minimum Vested Accrued Benefit as of the date of any such amendment.

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

(a) With respect to benefits that become payable as a result of a distribution event on or after the effective date of this Program’s termination, a Participant’s: (i) Compensation after the earlier of the date specified in Section 4.1(d) of this Program or the date of this Program’s termination shall not be included in determining the Participant’s Eligible Earnings; and (ii) Three-Year Final Average Compensation under Article VI

of this Program shall be determined as of the earlier of the date specified under Section 6.1(c) of this Program or the date of this Program’s termination.

(b) The Compensation Committee may, in its sole discretion, authorize distributions to Participants as a result of this Program’s termination, provided all of the following conditions are satisfied:

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

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

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

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

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

ARTICLE XI

FUNDING

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

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

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

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

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

ARTICLE XII

MISCELLANEOUS

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

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

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

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

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

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

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

12.5 Nonalienation of Benefits . No right or benefit provided under the Plan (including this Program) is subject to transfer, anticipation, alienation, sale, assignment, pledge, encumbrance or charge by the Participant, except upon his death to a named Beneficiary as provided in the Plan (including this Program). If any Participant or any Beneficiary becomes bankrupt or attempts to anticipate, alienate, sell, assign, pledge, encumber or charge any right or benefit under the Plan (including this Program), that right or benefit shall, in the discretion of the Administrative Committee, be forfeited. In that event, the Administrative 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 Administrative Committee believes to be proper in its sole and absolute discretion, but is not required to do so.

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

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

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

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

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

12.12 Effective Date . This Program is effective as of August 27, 2010.

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

IN WITNESS WHEREOF , Sysco has executed this document on this September 17, 2010.


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

EXHIBIT A
TO THE
FIRST AMENDED AND RESTATED
SYSCO CORPORATION
MIP RETIREMENT PROGRAM

SUPPLEMENTAL PLANS

Non-qualified defined benefit plans

None

Non-qualified defined contribution plans

Sysco Corporation Canadian Executive Capital Accumulation Plan

EXHIBIT B
TO THE
FIRST AMENDED AND RESTATED
SYSCO CORPORATION
MIP RETIREMENT PROGRAM

DEATH BENEFIT ADJUSTMENTS

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

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

(b) Adjustment to Death Benefit Payable from this Program under Section 6.3 . If the applicable death benefit under Section 6.3 is based on the value determined under Section 6.3(a)(i), the death benefit payable to a Participant’s Beneficiary under this Program shall be reduced in recognition of the death benefit payable from the applicable non-qualified defined contribution plan(s). The amount of the reduction shall equal the monthly benefit payable for ten (10) years certain and life thereafter that could be provided on an Actuarially Equivalent basis by the account balance payable as a death benefit under the applicable non-qualified defined contribution plan(s).

Exhibit 15.1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders
Sysco Corporation

We have reviewed the consolidated balance sheets of Sysco Corporation (a Delaware Corporation) and subsidiaries (“the Company”) as of October 2, 2010 and September 26, 2009 and the related consolidated results of operations, consolidated statements of comprehensive income and consolidated cash flows for the thirteen week periods ended October 2, 2010 and September 26, 2009. 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 3, 2010, and the related consolidated results of operations, shareholders’ equity, and cash flows for the year then ended (not presented herein) and in our report dated August 31, 2010, we expressed an unqualified opinion on those consolidated financial statements and included an explanatory paragraph relating to the Company’s adoption of the recognition and disclosure provisions, effective July 1, 2007, of the Financial Accounting Standards Board Interpretation No. 48, “Accounting for Uncertainty in Income Taxes”, (codified in FASB ASC Topic 740, “Income Taxes”).

In our opinion, the information set forth in the accompanying consolidated balance sheet as of July 3, 2010, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.



	/s/ Ernst & Young LLP

Houston, Texas
November 9, 2010

Exhibit 15.2

To the Board of Directors and Shareholders
Sysco Corporation

We are aware of the incorporation by reference of our report dated November 9, 2010 relating to the unaudited consolidated interim financial statements of Sysco Corporation that are included in its Form 10-Q for the quarter ended October 2, 2010 in the following registration statements.


Sysco Corporation Form S-3		File No. 333-126199

Sysco Corporation Form S-3		File No. 333-157413

Sysco Corporation Form S-4		File No. 333-50842

Sysco Corporation Form S-8		File No. 333-147338

Sysco Corporation Form S-8		File No. 33-45820

Sysco Corporation Form S-8		File No. 333-01259

Sysco Corporation Form S-8		File No. 333-01255

Sysco Corporation Form S-8		File No. 333-66987

Sysco Corporation Form S-8		File No. 333-49840

Sysco Corporation Form S-8		File No. 333-58276

Sysco Corporation Form S-8		File No. 333-122947

Sysco Corporation Form S-8		File No. 333-129671

Sysco Corporation Form S-8		File No. 333-163189

Sysco Corporation Form S-8		File No. 333-163188

		/s/ Ernst & Young LLP

Houston, Texas
November 9, 2010

Exhibit 31.1

CERTIFICATION

I, William J. DeLaney, certify that:

I have reviewed this quarterly report on Form 10-Q of Sysco Corporation;

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;

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.

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: November 9, 2010



	/s/ WILLIAM J. DELANEY
	William J. DeLaney
	President and Chief Executive Officer

Exhibit 31.2

CERTIFICATION

I, Robert C. Kreidler, certify that:

I have reviewed this quarterly report on Form 10-Q of Sysco Corporation;

	(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: November 9, 2010



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

Exhibit 32.1

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

I, William J. DeLaney, President 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:

The company’s Quarterly Report on Form 10-Q for the quarterly period ended October 2, 2010 (“Quarterly Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and

All of the information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the company.

Date: November 9, 2010



	/s/ WILLIAM J. DELANEY
	William J. DeLaney
	President and Chief Executive Officer

Exhibit 32.2

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

I, Robert C. Kreidler, Executive Vice President and Chief Financial Officer of Sysco Corporation (the “company”), certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

All of the information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the company.

Date: November 9, 2010



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

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