EXHIBIT 10(z)

SYSCO CORPORATION

EQUITY DEFERRAL PLAN

Effective April 1, 2002

ARTICLE I         PURPOSE AND AUTHORIZED SHARES...................................................................3
   1.1    Purposes................................................................................................3
   1.2    Shares Available........................................................................................3
   1.3    Relationship to Plans...................................................................................3

ARTICLE II        DEFINITIONS.....................................................................................4
   2.1    Already-Owned Shares....................................................................................4
   2.2    Alternative Exercise....................................................................................4
   2.3    Alternative Exercise Agreement..........................................................................4
   2.4    Beneficiary.............................................................................................4
   2.5    Board of Directors......................................................................................4
   2.6    Change of Control.......................................................................................4
   2.7    Change of Control Payout Benefit........................................................................5
   2.8    Change of Control Payout Election.......................................................................5
   2.9    Code....................................................................................................5
   2.10   Committee...............................................................................................5
   2.11   Common Stock............................................................................................5
   2.12   Company.................................................................................................5
   2.13   Conversion Date.........................................................................................5
   2.14   Deferred Share..........................................................................................5
   2.15   Deferred Share Account..................................................................................6
   2.16   Disability..............................................................................................6
   2.17   Dividend Equivalent.....................................................................................6
   2.18   Effective Date..........................................................................................6
   2.19   Eligible Individual.....................................................................................6
   2.20   Employee Participant....................................................................................6
   2.21   Exchange Act............................................................................................6
   2.22   Exercise Shares.........................................................................................6
   2.23   FICA Withholding Election...............................................................................6
   2.24   Gain Shares.............................................................................................6
   2.25   Fair Market Value.......................................................................................7
   2.26   Interest Rate...........................................................................................7
   2.27   Management Incentive Plan...............................................................................7
   2.28   Non-Employee Director...................................................................................7
   2.29   Non-Employee Director Participant.......................................................................7
   2.30   Participant.............................................................................................7
   2.31   Plan....................................................................................................7
   2.32   Plan Year...............................................................................................7
   2.33   Qualifying Option or Qualifying Stock Option............................................................7
   2.34   Retirement..............................................................................................7
   2.35   Rule 16b-3..............................................................................................8
   2.36   Securities Act..........................................................................................8
   2.37   Share...................................................................................................8
   2.38   Stock Plans.............................................................................................8
   2.39   Subsidiary..............................................................................................8
   2.40   Sysco...................................................................................................8
   2.41   Termination.............................................................................................8
   2.42   Voting Securities.......................................................................................8

ARTICLE III     PARTICIPATION.....................................................................................9
   3.1    General Participation Requirements......................................................................9
   3.2    Manner and Timing of Election...........................................................................9
   3.3    Execution of Alternative Exercise Agreement by the Company..............................................9

ARTICLE IV      ALTERNATIVE EXERCISE OF OPTIONS..................................................................11
   4.1    Form of Agreement......................................................................................11
   4.2    Limited Ability to Exercise Option.....................................................................12
   4.3    Termination of Alternative Exercise Agreements.........................................................12
   4.4    FICA Withholding Election..............................................................................12
   4.5    Other Terms of Alternative Exercise Agreements.........................................................12

ARTICLE V       DEFERRED SHARE ACCOUNTS..........................................................................14
   5.1    Crediting of Deferred Shares...........................................................................14
   5.2    Dividend Equivalent Credits to Deferred Share Accounts.................................................14
   5.3    Adjustments in Case of Changes in Common Stock.........................................................14

ARTICLE VI      VESTING..........................................................................................16

ARTICLE VII     DISTRIBUTIONS....................................................................................17
   7.1    Form of Distributions..................................................................................17
   7.2    Timing of Distributions................................................................................17
   7.3    Manner of Distribution.................................................................................17
   7.4    Distributions for Employee Participants................................................................18
   7.5    Distributions for Non-Employee Director Participants...................................................18
   7.6    Hardship Withdrawals...................................................................................19
   7.7    Expenses Incurred in Enforcing the Plan................................................................19
   7.8    Withholding of Taxes...................................................................................20
   7.9    Effect of a Change of Control..........................................................................20

ARTICLE VIII    ADMINISTRATION...................................................................................22
   8.1    Committee Appointment..................................................................................22
   8.2    Committee Organization and Voting......................................................................22
   8.3    Powers of the Committee................................................................................22
   8.4    Committee Discretion...................................................................................23
   8.5    Reimbursement of Expenses..............................................................................23

ARTICLE IX      AMENDMENT AND/OR TERMINATION.....................................................................24
   9.1    Amendment or Termination of the Plan...................................................................24
   9.2    No Retroactive Effect on Benefits......................................................................24
   9.3    Effect of Termination..................................................................................24

ARTICLE X       FUNDING..........................................................................................25
   10.1   Payments Under This Agreement are the Obligation of the Company........................................25
   10.2   Agreement May be Funded Through Rabbi Trust............................................................25
   10.3   Participants Must Rely Only on General Credit of the Company...........................................25

ARTICLE XI      MISCELLANEOUS....................................................................................27
   11.1   Limitation of Rights...................................................................................27
   11.2   Beneficiary Designation................................................................................27
   11.3   Distributions to Incompetents or Minors................................................................28
   11.4   Receipt and Release....................................................................................28
   11.5   Nonalienation of Benefits..............................................................................28
   11.6   Reliance Upon Information..............................................................................28
   11.7   Severability...........................................................................................29
   11.8   Compliance with Laws...................................................................................29

11.9   Plan Construction......................................................................................29
11.10  Notice.................................................................................................29
11.11  Gender and Number......................................................................................29
11.12  Governing Law..........................................................................................29

SYSCO CORPORATION

EQUITY DEFERRAL PLAN

WHEREAS, Sysco Corporation has determined that it is desirable to promote the ownership and retention of Shares by Eligible Individuals and to enable Eligible Individuals to defer compensation that would otherwise be realized upon the exercise of a Qualifying Option and ultimately receive such deferred compensation in the form of Shares by establishing, effective April 1, 2002, the Sysco Corporation Equity Deferral Plan, as set forth herein; and

WHEREAS, the Plan hereby established is intended to constitute an unfunded plan of deferred compensation for non-employee directors of Sysco Corporation and a select group of management or highly compensated employees.

NOW, THEREFORE, Sysco Corporation hereby adopts the Sysco Corporation Equity Deferral Plan as follows:

ARTICLE I

PURPOSE AND AUTHORIZED SHARES

1.1 Purposes. The purpose of this Plan is to promote the ownership and retention of Shares by Eligible Individuals and to enable Eligible Individuals to defer compensation that would otherwise be realized upon exercise of a Qualifying Option and ultimately receive the deferred compensation in the form of Shares.

1.2 Shares Available. The number of Shares that may be issued under each of the Stock Plans as part of this Plan is limited to the aggregate number of Shares that were the subject of the Qualifying Options granted under such Stock Plans that are exercised pursuant to Article IV in exchange for the crediting of Deferred Shares under this Plan. Shares payable under this Plan in respect of Dividend Equivalents shall be delivered under the Sysco Corporation 2000 Stock Incentive Plan and charged against the applicable Share limits under such plan; provided, that Shares in respect of Dividend Equivalents may be issued under other authority of the Board of Directors, or, if Shares for any reason cannot be delivered under the Sysco Corporation 2000 Stock Incentive Plan and in the absence of Board authority, Dividend Equivalents may be paid (in the sole discretion of the Committee) in cash.

1.3 Relationship to Plans. This Plan constitutes a deferred compensation plan providing alternative settlements under and as contemplated by the Stock Plans in respect of nonqualified stock options granted thereunder. This Plan also contemplates the grant of Deferred Shares under and as contemplated by the Stock Plans. This Plan and all rights under it are provided and shall be subject to and construed consistently with the other terms of the Stock Plans, as the case may be, except as the context otherwise requires.

ARTICLE II

DEFINITIONS

Whenever the following initially capitalized words and phrases are used in the Plan, they shall have the meanings specified below unless the context clearly indicates to the contrary:

2.1 Already-Owned Shares. "Already-Owned Shares" means Shares owned by an Eligible Individual; provided, however, that Shares acquired by an Eligible Individual from the Company under an option or other employee benefit plan maintained by the Company or otherwise must be held by the Eligible Individual for at least six months in order to qualify as Already-Owned Shares and, if Shares are used to pay the exercise price of an option or other award, such Shares may not be reused as payment of the exercise price of another option or award within six months of such prior use.

2.2 Alternative Exercise. "Alternative Exercise" means the exercise of all or a portion of a Qualifying Stock Option under this Plan with Already-Owned Shares in exchange for a combination of Exercise Shares and Deferred Shares under this Plan.

2.3 Alternative Exercise Agreement. "Alternative Exercise Agreement" means an agreement entered into between the Company and an Eligible Individual in accordance with Article IV of this Plan pursuant to which the Eligible Individual elects to defer all or a portion of the Gain Shares from the exercise of the Qualifying Option in the form of Deferred Shares.

2.4 Beneficiary. "Beneficiary" means a person or entity designated under the terms of this Plan to receive any amounts distributed under the Plan upon the death of the Participant.

2.5 Board of Directors. "Board of Directors" means the Board of Directors of Sysco.

2.6 Change of Control. "Change of Control" means the occurrence of one or more of the following events:

(a) Any "person," including a "syndication" or "group" as those terms are used in Section 13(d)(3) of the Exchange Act, is or becomes the beneficial owner, directly or indirectly, of securities of Sysco representing 20% or more of the combined voting power of Sysco's then outstanding Voting Securities;

(b) Sysco is merged or consolidated with another corporation and immediately after giving effect to the merger or consolidation either (i) less than 80% of the outstanding Voting Securities of the surviving or resulting entity are then beneficially owned in the aggregate by (x) the stockholders of Sysco immediately prior to

such merger or consolidation, or (y) if a record date has been set to determine the stockholders of Sysco entitled to vote on such merger or consolidation, the stockholders of Sysco as of such record date, or (ii) the Board of Directors, or similar governing body, of the surviving or resulting entity does not have a majority of its members the persons specified in clause (c) below;

(c) If at any time the following do not constitute a majority of the Board of Directors of Sysco (or any successor entity referred to in clause (b) above): Persons who, prior to their election as a director of Sysco (or successor entity if applicable) were nominated, recommended or endorsed by a formal resolution of the Board of Directors of Sysco;

(d) If at any time during a calendar year a majority of the directors of Sysco are not persons who were directors at the beginning of the calendar year; and

(e) Sysco transfers substantially all of its assets to another corporation which is a less than 80% owned subsidiary of Sysco.

2.7 Change of Control Payout Benefit. "Change of Control Payout Benefit" shall have the meaning set forth in Section 7.9(d).

2.8 Change of Control Payout Election. "Change of Control Payout Election" shall have the meaning set forth in Section 7.9(d).

2.9 Code. "Code" means the Internal Revenue Code of 1986, as amended from time to time.

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

2.11 Common Stock. "Common Stock" means the common stock of Sysco, $1 par value, subject to adjustment pursuant to Section 5.3 of this Plan.

2.12 Company. "Company" means Sysco and its Subsidiaries.

2.13 Conversion Date. "Conversion Date" means the date on which an Eligible Individual exercises all or a portion of a Qualifying Option in accordance with the Alternative Exercise procedures under this Plan.

2.14 Deferred Share. "Deferred Share" means a unit of measurement which is deemed solely for bookkeeping purposes to be equivalent to one outstanding Share (subject to Section 5.3) for purposes of this Plan.

2.15 Deferred Share Account. "Deferred Share Account" means the bookkeeping account maintained by the Company on behalf of each Participant which is credited with Deferred Shares in accordance with Section 5.1(a), Dividend Equivalents thereon in accordance with Section 5.2, and cash in accordance with Section 5.3.

2.16 Disability. "Disability" means, with respect to an Employee Participant, a physical or mental condition that meets the eligibility requirements for the receipt of disability income under the terms of the Disability Income Plan sponsored by Sysco for those employees participating in the Management Incentive Plan, which determination of "Disability" shall be made without regard to whether the Participant is eligible to participate in such Plan.

2.17 Dividend Equivalent. "Dividend Equivalent" means the amount of cash dividends or other cash distributions paid by Sysco on that number of Shares equal to the number of Deferred Shares credited to a Participant's Deferred Share Account as of the applicable record date for the dividend or other distribution, which amount shall be credited in the form of additional Deferred Shares to the Deferred Share Account of the Participant, as provided in
Section 5.2.

2.18 Effective Date. "Effective Date" means April 1, 2002.

2.19 Eligible Individual. "Eligible Individual" means any person who
(i) holds a Qualifying Option and (ii) is either (A) a "participant" under and as such term is defined in the Management Incentive Plan at all times while the Committee is reviewing the Alternative Exercise Agreement received pursuant to
Section 3.3, or (B) a Non-Employee Director; provided, however, that the term "Eligible Individual" shall not include any person whose income is subject to the Canadian tax laws.

2.20 Employee Participant. "Employee Participant" means a Participant who is an Employee of Sysco or any of its Subsidiaries.

2.21 Exchange Act. "Exchange Act" means the Securities Exchange Act of 1934, as amended from time to time.

2.22 Exercise Shares. "Exercise Shares" means the Shares delivered by Sysco upon the Alternative Exercise of a Qualifying Option with Already-Owned Shares.

2.23 FICA Withholding Election. "FICA Withholding Election" shall have the meaning set forth in Section 4.4.

2.24 Gain Shares. "Gain Shares" shall have the meaning set forth in
Section 4.1(a).

2.25 Fair Market Value. "Fair Market Value" means, for any given business day, the closing price of Common Stock on the New York Stock Exchange.

2.26 Interest Rate. "Interest Rate" means the monthly average of the Moody's Average Corporate Bond Yield for the calendar year ending prior to the beginning of the Plan Year, plus 1%, compounded annually.

2.27 Management Incentive Plan. "Management Incentive Plan" means the Sysco Corporation 2000 Management Incentive Plan, as amended from time to time, any successor plan, and, at the discretion of the Committee, any other management incentive plan of Sysco.

2.28 Non-Employee Director. "Non-Employee Director" means all members of the Board of Directors who are not otherwise employed by Sysco or any of its Subsidiaries.

2.29 Non-Employee Director Participant. "Non-Employee Director Participant" means a Participant who is a Non-Employee Director.

2.30 Participant. "Participant" means any person who has Deferred Shares credited to a Deferred Share Account under this Plan.

2.31 Plan. "Plan" means the Sysco Corporation Equity Deferral Plan as set forth in this document and amended from time to time.

2.32 Plan Year. "Plan Year" means a one-year period which 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.
2.33 Qualifying Option or Qualifying Stock Option. "Qualifying Option" or "Qualifying Stock Option" means (i) any stock option granted under one of the Stock Plans on or after the Effective Date (ii) which is a nonqualified stock option at the time an Alternative Exercise election is made; provided, however, that an option shall not be a "Qualifying Option" or a "Qualifying Stock Option" if it will expire, by its terms, before the end of the six-month period commencing with the date on which the Alternative Exercise election is received by the Committee; provided further, however, that the Committee, in its sole and absolute discretion, may treat a nonqualified stock option granted under one of the Stock Plans before the Effective Date as a "Qualifying Option" or a "Qualifying Stock Option" for purposes of this Plan.

2.34 Retirement. "Retirement" means any termination of the employment of an Employee Participant from all Companies on or after attaining age 65.

2.35 Rule 16b-3. "Rule 16b-3" means Rule 16b-3 promulgated under the Exchange Act.

2.36 Securities Act. "Securities Act" means the Securities Act of 1933, as amended from time to time.

2.37 Share. "Share" means a share of Common Stock.

2.38 Stock Plans. "Stock Plans" means the Sysco Corporation 1991 Stock Option Plan, Sysco Corporation 2000 Stock Incentive Plan, Sysco Corporation Amended and Restated Non-Employee Director Stock Option Plan, and the Sysco Corporation Non-Employee Director Stock Plan, as amended from time to time, and, at the discretion of the Committee, any other stock option plan of Sysco or any Company, whether currently in effect or adopted after the Effective Date.

2.39 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, by resolution of the Board of Directors, as a "Subsidiary" for purposes of this Plan.

2.40 Sysco. "Sysco" means Sysco Corporation, the sponsor of this Plan.

2.41 Termination. "Termination" means (a) in the case of an Employee Participant, such Participant's termination from the employ of the Company for any reason, including death, Disability, Retirement, or other voluntary or involuntary termination, and (b) in the case of a Non-Employee Director Participant, such Participant's resignation or removal from the Board of Directors for any reason, including death or disability.

2.42 Voting Securities. "Voting Securities" means any security which ordinarily possesses the power to vote in the election of the Board of Directors without the happening of any precondition or contingency.

ARTICLE III

PARTICIPATION

3.1 General Participation Requirements. An Eligible Individual may elect to exercise all or a portion of a Qualifying Option under and subject to the Alternative Exercise provisions set forth herein and to receive a credit of Deferred Shares under this Plan. Notwithstanding anything in this Plan to the contrary, a Participant in this Plan who is no longer an Eligible Individual may not make an Alternative Exercise election.

3.2 Manner and Timing of Election. An Alternative Exercise election may only be made by an Eligible Individual completing and executing a form of Alternative Exercise Agreement which meets the requirements of Article IV and submitting such form to the Committee after the Effective Date. Notwithstanding anything in this Plan to the contrary, no Alternative Exercise election shall be effective until the Eligible Individual's Alternative Exercise Agreement has been executed by the Committee in accordance with Section 3.3.

3.3 Execution of Alternative Exercise Agreement by the Company. Upon receipt of an Eligible Individual's Alternative Exercise Agreement, the Committee shall review the Agreement to determine whether the option subject to the Eligible Individual's Alternative Exercise election is a Qualifying Stock Option, and whether the Eligible Individual's Alternative Exercise election complies with the terms of the Plan and applicable laws. If the option is not a Qualifying Stock Option but is a nonqualified stock option granted under one of the Stock Plans, the Committee, in its sole discretion, may consider whether to treat the option as a "Qualifying Stock Option" for purposes of this Plan in accordance with Section 2.33. The Committee shall not execute any Alternative Exercise Agreement if the option subject to the Eligible Individual's Alternative Exercise election is not a Qualifying Stock Option (or treated as a Qualifying Stock Option by exercise of Committee discretion pursuant to Section 2.33), or if the Eligible Individual's Alternative Exercise election fails in any way to comply with the terms of the Plan and/or applicable laws. The Committee shall have 30 days following its receipt of such Alternative Exercise Agreement to conduct its review of the Eligible Individual's Alternative Exercise Agreement. The Committee may require that the Eligible Individual provide proof, in such form as is satisfactory to the Committee, that the stock option subject to the Alternative Exercise Agreement is a Qualifying Stock Option for purposes of this Plan, and that the Alternative Exercise election complies with the terms of the Plan and applicable laws. Provided that the Committee determines that the stock option subject to the Alternative Exercise election is a Qualifying Stock Option, or elects to treat the option as a Qualifying Stock Option by exercise of Committee discretion pursuant to Section 2.33, and that the

Eligible Individual's Alternative Exercise election complies with the terms of the Plan and applicable laws, the Company, acting through any of its officers, shall execute the Alternative Exercise Agreement form submitted by such Eligible Individual and deliver a copy of such fully-executed Alternative Exercise Agreement to him or her as soon as administratively practicable after the end of the Committee's 30-day review period.

ARTICLE IV

ALTERNATIVE EXERCISE OF OPTIONS

4.1 Form of Agreement. Each Alternative Exercise Agreement with respect to a Qualifying Stock Option shall be in such form approved by the Committee for this purpose and shall comply with the requirements of this Section 4.1.

(a) Deferral Election. Each such Alternative Exercise Agreement shall specify the portion of the Qualifying Stock Option or Qualifying Stock Options that the Eligible Individual elects to exercise under this Plan and shall provide that (a) the Eligible Individual will exercise all or the specified portion of such Qualifying Stock Option(s) with Already-Owned Shares having an aggregate fair market value (as defined in the applicable Stock Plan) equal to the exercise price, which Already-Owned Shares shall be tendered via attestation, for the number of Shares with respect to which the Qualifying Stock Option is exercised and (b), upon exercise, the Company will credit to a Deferred Share Account established for the Eligible Individual Deferred Shares equal to (i) the number of Shares with respect to which the Qualifying Stock Option is exercised, reduced by (ii) the number of Shares tendered to pay the exercise price of the Qualifying Stock Option (the "Gain Shares").

(b) Other Elections and Designations. An Eligible Individual may elect or designate on his or her Alternative Exercise Agreement, or on one or more separate forms approved by the Committee, the following: (i) the FICA Withholding Election, in accordance with Section 4.4, (ii) the form of distribution, consistent with Section 7.3, and (iii) his or her Beneficiary or Beneficiaries, consistent with Section 11.2. The FICA Withholding Election shall only apply with respect to the Qualifying Stock Options subject to such Alternative Exercise Agreement. An Eligible Individual's form of distribution election and Beneficiary designation shall apply with respect to all Deferred Shares (together with Dividend Equivalents thereon) credited to such Individual's Deferred Share Account.

(c) Changes to Certain Elections. An Alternative Exercise Agreement is irrevocable by the Eligible Individual once it is received by the Committee; provided, however, that an Eligible Individual may change his or her
(i) Beneficiaries at any time in accordance with the requirements of Section 11.2, and (ii) form of distribution election in accordance with the requirements of Section 7.3.

4.2 Limited Ability to Exercise Option. Any Qualifying Option (or portion thereof) which is subject to an Alternative Exercise Agreement may not be exercised at all during the six-month period following the date on which the Committee receives the Eligible Individual's Alternative Exercise Agreement.

4.3 Termination of Alternative Exercise Agreements. An Eligible Individual's Alternative Exercise Agreement shall terminate and the related Qualifying Option may be exercised in accordance with the terms of the Qualifying Option without regard to the Alternative Exercise Agreement or the restriction set forth in Section 4.2 if a Termination of an Eligible Individual occurs prior to exercise; provided, however, that with respect to an Eligible Individual who is both an employee of the Company and a member of the Board of Directors when such Eligible Individual terminates employment with the Company, such Eligible Individual's Alternative Exercise Agreement will not terminate as a result of his or her termination of employment with the Company if the Eligible Individual continues to serve as a member of the Board of Directors following such termination, or (iii), unless the Committee otherwise provides, a Change of Control occurs. As long as the individual continues to be employed by the Company, the individual's Alternative Exercise Agreement will not terminate because the individual is no longer a "participant" in the Management Incentive Plan.

4.4 FICA Withholding Election. Each Eligible Individual who is an employee of Sysco may elect on his or her Alternative Exercise Agreement to pay the FICA taxes the Company is required to withhold as a result of the Alternative Exercise of a Qualifying Stock Option with Gain Shares having a Fair Market Value equal to such FICA withholding taxes (such election, a "FICA Withholding Election"). The appropriate number of Gain Shares required to satisfy such FICA withholding tax obligation will be based on the Fair Market Value of a Share on the day prior to the Conversion Date. If no FICA Withholding Election is made on an Eligible Individual's Alternative Exercise Agreement, such Eligible Individual shall be deemed to have elected not to pay FICA withholding taxes with Gain Shares. Notwithstanding anything in this Plan to the contrary, a FICA Withholding Election is irrevocable once the Alternative Exercise Agreement has been received by the Committee. However, the FICA Withholding Election shall only apply with respect to the Qualifying Stock Options subject to such Alternative Exercise Agreement.

4.5 Other Terms of Alternative Exercise Agreements. No Alternative Exercise Agreement shall have the effect of extending the term or otherwise changing the terms of any Qualifying Option (except as expressly

contemplated hereby in respect of the consequences of an Alternative Exercise). No Alternative Exercise Agreement may be amended or terminated except as specifically provided in this Plan.

ARTICLE V

DEFERRED SHARE ACCOUNTS

5.1 Crediting of Deferred Shares.

(a) Crediting of Deferred Shares. As of the applicable Conversion Date of a Qualifying Stock Option, an Eligible Individual's Deferred Share Account shall be credited with the number of Deferred Shares attributable to the Gain Shares, as described in Section 4.1.

(b) Limitations on Rights Associated with Deferred Shares. A Participant's Deferred Share Account shall be a memorandum account on the books of the Company. The Deferred Shares credited to a Participant's Deferred Share Account shall be used solely as a device for determining the number of Shares to be eventually distributed to such Participant in accordance with this Plan. The Deferred Shares shall not be treated as property or as a trust fund of any kind. No Participant shall be entitled to any voting or other shareholder rights with respect to any Deferred Shares credited under this Plan. The number of Deferred Shares credited (and the Shares to which the Participant is entitled under this Plan) shall be subject to adjustment in accordance with Section 5.3 of this Plan.

5.2 Dividend Equivalent Credits to Deferred Share Accounts. As of any applicable dividend or distribution payment date, a Participant's Deferred Share Account shall be credited with additional Deferred Shares in an amount equal to the amount of the Dividend Equivalents divided by the Fair Market Value of a Share as of the applicable dividend payment date. If the limit on the number of Shares available under this Plan in respect of Dividend Equivalents is reached, the Company may in its discretion credit or settle such amounts in cash. Any cash credited to a Participant's Deferred Share Account shall be credited with earnings and distributed as described in Section 5.3(b).

5.3 Adjustments in Case of Changes in Common Stock.

(a) If the outstanding Shares are increased, decreased, or exchanged for a different number or kind of securities, or if additional shares or new or different shares or other securities are distributed with respect to such Shares or other securities, through merger, consolidation, sale of all or substantially all of the assets of the Company, reorganization, recapitalization, stock dividend, stock split, reverse stock split or similar change in capitalization or any other distribution with respect to such Shares or other securities, proportionate and equitable adjustments consistent with the effect of such event on stockholders generally (but without duplication of benefits if

Dividend Equivalents are credited) shall be made in the number and type of Shares or other securities, property and/or rights contemplated hereunder and of rights in respect of Deferred Shares and Deferred Share Accounts credited under this Plan so as to preserve the benefits intended.

(b) If an event described in Section 5.3(a) results in any rights of shareholders to receive cash (other than cash dividends and cash distributions), a corresponding amount of cash shall be credited to each Participant's Deferred Share Account as of the date on which cash is paid in respect of outstanding Shares. The Participant's Deferred Share Account shall be credited with earnings on the cash balance credited to such Deferred Share Account on a daily basis at a rate equal to the Interest Rate through the last day of the month in which distribution payments commence. The amount of cash credited to a Participant's Deferred Share Account shall be distributed in cash at such time (or times) and in such manner as otherwise provided under this Plan and/or the applicable election made by the Participant in accordance with the terms of this Plan. In the event any portion of such cash is distributed in installments, interest shall be credited on the unpaid balance at the following rate: the monthly average of the Moody's Average Corporate Bond Yield for the last calendar year ending prior to the event giving rise to the distribution, plus 1%.

ARTICLE VI

VESTING

All Deferred Shares (including Deferred Shares credited as Dividend Equivalents) and cash credited to a Participant's Deferred Share Account shall be at all times fully vested.

ARTICLE VII

DISTRIBUTIONS

7.1 Form of Distributions. Deferred Shares credited to a Participant's Deferred Share Account shall be distributed in an equivalent whole number of Shares, and any cash credited to a Participant's Deferred Share Account shall be distributed in the form of cash. Fractional share interests shall be settled in cash. The Committee, in its sole discretion, may pay Deferred Shares credited as Dividend Equivalents in cash in lieu of Shares.

7.2 Timing of Distributions. Distribution of Deferred Shares and cash credited to a Participant's Deferred Share Account shall commence as soon as administratively feasible following the Participant's Termination but not later than 90 days following the Participant's Termination, provided that in the case of the death of the Participant, distributions shall not commence within the 30-day period following the Participant's death.

7.3 Manner of Distribution.

(a) Election of Manner of Distribution. Each Eligible Individual shall elect on an Alternative Exercise Agreement the manner in which to have the Deferred Shares (together with Dividend Equivalents thereon) in his or her Deferred Share Account distributed. An Eligible Individual who is an employee of the Company may elect a different distribution option for each distribution event. An Eligible Individual who is a Non-Employee Director may only elect a single distribution option, which shall apply to all distribution events applicable to such Non-Employee Director. The distribution options that may be elected are as follows:

(i) a single distribution;

(ii) an installment distribution; or

(iii) a combination of (i) and (ii) above.

If no valid election is made, the Participant's Deferred Share Account shall be distributed in annual installments payable over 15 years. Notwithstanding the foregoing, the Committee may, in its sole discretion: (x) distribute the benefits in a single distribution if the sum of Shares to be distributed to the Participant is less than or equal to 1,000, or (y) reduce the number of installments elected by the Participant to produce an annual distribution of at least 100 Shares. A Participant shall be entitled to change the Participant's designation of distribution option by written notice to the Committee delivered at any time which is no less than one year prior to the Participant's Termination. Any notice of change which is given less than one year prior to the Participant's Termination shall be of no force and effect.

(b) Installment Distribution Option. Under the installment distribution option, a Participant's Deferred Shares (including Dividend Equivalents thereon) shall be distributed in quarterly or annual installments for up to 20 years as elected by the Eligible Individual. The number of Shares in any one installment shall be determined by dividing the total number of Shares in the Deferred Share Account at that time by the remaining number of installments. A similar declining balance method shall be used to determine installment distributions of any cash credited to a Participant's Deferred Share Account.

7.4 Distributions for Employee Participants.

(a) Death. Upon the death of an Employee Participant, the Committee shall distribute or commence to distribute to the Employee Participant's Beneficiary or Beneficiaries the Shares and cash credited to the Employee Participant's Deferred Share Account in accordance with the Employee Participant's form of distribution election; provided, however, that with respect to those Deferred Shares (together with Dividend Equivalents thereon) for which distributions have commenced, the Committee shall continue to distribute to the Employee Participant's Beneficiary or Beneficiaries the remaining Shares and any cash distributable to the Employee Participant under this Plan over the same period that the Shares would have been distributed to the Employee Participant had the Employee Participant not died.

(b) Disability, Retirement or Other Termination On or After Age 60. Upon the Employee Participant's (i) Termination as a result of Disability, (ii) Termination due to Retirement, or (iii) Termination for any reason other than Death or Disability on or after age 60, the Committee shall distribute or commence to distribute to the Employee Participant the Shares and cash credited to the Employee Participant's Deferred Share Account in accordance with the Employee Participant's form of distribution election.

(c) Termination Prior to Age 60. Upon the Termination of an Employee Participant prior to both (i) age 60 and (iii) death or Disability, the Committee shall distribute or commence to distribute to the Employee Participant the Shares and cash credited to the Employee Participant's Deferred Share Account in a single distribution.

7.5 Distributions for Non-Employee Director Participants. Upon the Non-Employee Director Participant's Termination for any reason other than death, the Committee shall distribute or commence to distribute to the Non-Employee Director Participant the Shares and cash credited to the Non-Employee Director Participant's Deferred Share Account in accordance with the Non-Employee Director Participant's form of distribution election.

Upon the death of a Non-Employee Director Participant, the Committee shall distribute or commence to distribute to the Non-Employee Director Participant's Beneficiary or Beneficiaries the Shares and cash credited to the Non-Employee Director Participant's Deferred Share Account in accordance with the Non-Employee Director Participant's form of distribution election; provided, however, that with respect to those Deferred Shares (together with Dividend Equivalents thereon) for which distributions have commenced, the Committee shall continue to distribute to the Non-Employee Director Participant's Beneficiary or Beneficiaries the remaining Shares and any cash distributable to the Non-Employee Director Participant under this Plan over the same period that the Shares would have been distributed to the Non-Employee Director Participant had the Non-Employee Director Participant not died.

7.6 Hardship Withdrawals. Any Terminated Participant may request a hardship withdrawal. No hardship withdrawal can exceed the lesser of the amount credited to the Participant's Deferred Share Account or the amount reasonably needed to satisfy the emergency need. Whether a hardship exists and the amount reasonably needed to satisfy the emergency need will be determined by the Committee based upon the evidence presented by the Participant and the rules established in this Section. If a hardship withdrawal is approved by the Committee it will be paid within 10 days of the Committee's determination. A hardship for this purpose is a severe financial hardship to the Participant resulting from a sudden and unexpected illness or accident of the Participant or of a dependent (as defined in Section 152(a) of the Internal Revenue Code of 1986, as amended) of the Participant, loss of the Participant's property due to casualty, or any similar extraordinary and unforeseeable circumstance arising as a result of events beyond the control of the Participant. The circumstances that will constitute a hardship will depend upon the facts of each case, but, in any case, payment may not be made to the extent that the hardship is or may be relieved: (a) through reimbursement or compensation by insurance or otherwise,
(b) by liquidation of the Participant's assets, to the extent the liquidation of such assets will not itself cause severe financial hardship, or (c) by cessation of deferrals under this Plan. Such foreseeable needs for funds as the need to send a Participant's child to college or the desire to purchase a home will not be considered to be a hardship.

7.7 Expenses Incurred in Enforcing the Plan. The Company will pay a Participant for all legal fees and expenses incurred by him in contesting or disputing his Termination or in seeking to obtain or enforce any benefit provided by this Plan if the Termination occurs during a Plan Year in which a Change of Control occurs or during the next three succeeding Plan Years following the Plan Year in which a Change of Control occurs.

7.8 Withholding of Taxes. State or federal tax withholding obligations arising from the Alternative Exercise of a Qualifying Option and the distribution of Shares and any cash with respect to a Participant's Deferred Share Account may be satisfied in such manner as the Committee determines in its sole and absolute discretion, including (a) withholding from additional compensation payable to a Participant, (b) reducing the number of Shares or cash otherwise deliverable to the Participant, and (c) requiring the Participant to pay or provide for payment of such withholding taxes in cash to the Company; provided, however, that if the Participant makes the FICA Withholding Election pursuant to Section 4.4, the Committee shall pay the FICA taxes the Company is required to withhold as a result of the Alternative Exercise of a Qualifying Stock Option by reducing the number of Gain Shares credited to a Participant's Deferred Share Account in accordance with such election. The appropriate number of Shares required to satisfy such tax withholding obligation will be based on the Fair Market Value of a Share on the day prior to the Conversion Date and/or the distribution date. The Committee in its sole discretion may require a Participant to pay or provide for payment of taxes which the Company may be required to withhold before any benefits are paid to a Participant.

7.9 Effect of a Change of Control. In the event of a Change of Control of Sysco, the following rules shall apply:

(a) All Participants shall continue to have a fully-vested, nonforfeitable interest in their Deferred Share Accounts.

(b) Unless the Committee otherwise provides, Alternative Exercise Agreements shall terminate in accordance with Section 4.3.

(c) All payments in respect of Deferred Share Accounts following a Change of Control shall be made as follows:

(i) Subject to a Participant's rights pursuant to Section 7.9(d), payments that have already commenced shall continue to be made no less rapidly than under the schedule in effect just prior to the Change of Control.

(ii) Subject to a Participant's rights pursuant to Section 7.9(d), payments that have not commenced shall be made (in the form of Shares unless the Committee provides otherwise) at the earliest possible payment date under the normal rules for benefit commencement and in the manner of distribution selected

by the Participant pursuant to Section 7.3, as both such provisions are in effect on the day before the Change of Control.

(d) Any Participant or, if the Participant is deceased, the Participant's Beneficiary, shall be entitled to make an election (a "Change of Control Payout Election") to receive a single payment of Shares credited to a Participant's Deferred Share Account in full satisfaction of all benefits to which the Participant or Beneficiary would otherwise be entitled under the Plan. A Change of Control Payout Election shall be made by written notice to the Committee by the electing person at any time after the Change of Control of Sysco. The payment (the "Change of Control Payout Benefit") shall be made as soon as administratively feasible after receipt of the Change of Control Payout Election but no later than 90 days from the date of receipt of the Change of Control Payout Election. If a Participant or Beneficiary makes a Change of Control Payout Election, the Change of Control Payout Benefit shall be the exclusive payment to which the Participant, the Participant's spouse and/or the Beneficiary will be eligible under the Plan and no benefit payments shall be made to a Participant or the Participant's Beneficiary pursuant to any other provision of this Plan following a Change of Control Payout Election, provided that a Participant who remains an Eligible Individual after making the Change of Control Payout Election shall not be precluded from further participation in the Plan with respect to future Alternative Exercises to the extent such Participant otherwise continues to be an Eligible Individual. A Participant's Change of Control Payout Benefit shall equal 90% of the balance of the Participant's Deferred Share Account (including Dividend Equivalents and any cash credited to a Participant's Deferred Share Account) credited through the date of the payment of the Change of Control Benefit.

ARTICLE VIII

ADMINISTRATION

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

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

8.3 Powers of the Committee. The Committee will have the exclusive responsibility for the general administration of the Plan according to the terms and provisions of the Plan and will 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:

(1) differences of opinion arising between the Company and a Participant except when the difference of opinion relates to the entitlement to, the amount of or the method or timing of payment of a benefit affected by a Change of Control, in which event it shall be decided by judicial action; and

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

(f) to delegate by written notice those clerical and recordation duties of the Committee, as it deems necessary or advisable for the proper and efficient administration of the Plan.

8.4 Committee Discretion. The Committee in exercising any power or authority granted under this Plan or in making any determination under this Plan shall perform or refrain from performing those acts using its sole discretion and judgment. By way of amplification and without limiting the foregoing, the Company specifically intends that the Committee have the greatest possible discretion to construe the terms of the Plan and to determine all questions concerning eligibility, participation and benefits. Any decision made by the Committee or any refraining to act or any act taken by the Committee in good faith shall be final and binding on all parties. The Committee's decision shall never be subject to de novo review. Notwithstanding the foregoing, the Committee's decisions, refraining to act or acting is to be subject to judicial review for those incidents occurring during the Plan Year in which a Change of Control occurs and during the next three succeeding Plan Years. For purposes of this Plan, the Committee's exercise of discretionary authority pursuant to
Section 2.33 shall not be effective until the Committee has executed the Alternative Exercise Agreement in accordance with Section 3.3.

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

ARTICLE IX

AMENDMENT AND/OR TERMINATION

9.1 Amendment or Termination of the Plan. The Board of Directors may amend or terminate this Plan at any time by an instrument in writing without the consent of any Subsidiary. However, adjustments pursuant to Section 5.3 shall not be deemed amendments to the Plan, the Deferred Share Accounts or the rights of Participants.

9.2 No Retroactive Effect on Benefits. No amendment will affect the rights of any Participant with respect to Deferred Shares and Dividend Equivalents (and any cash credited pursuant to Section 5.3(b)) credited to his or her Deferred Share Account prior to the date of the amendment or to change a Participant's right under any provision relating to a Change of Control after a Change of Control has occurred without the Participant's consent.

9.3 Effect of Termination. In connection with the termination of this Plan, the Committee may, in its sole discretion, elect to accelerate the distribution date for all Deferred Share Accounts (including Deferred Share Accounts being paid in or otherwise to be paid in the form of installments) and make single distributions in respect thereof.

ARTICLE X

FUNDING

10.1 Payments Under This Agreement are the Obligation of the Company. The Company will pay the benefits due the Participants under this Plan; however should it fail to do so when a benefit is due, the benefit will be paid by the trustee of that certain trust established pursuant to Section 10.2 hereof. 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 Agreement 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, contribute Shares in any amount it finds desirable to a trust established to accumulate assets sufficient to fund the obligations of the Company and Subsidiaries that employ Participants in the Plan. However, under all circumstances, the Participants will have no rights to any of the Shares contributed to the trust; and likewise, under all circumstances, the rights of the Participants to the assets held in the trust will be no greater than the rights expressed in this agreement. Nothing contained in the trust agreement which creates the funding trust will constitute a guarantee by any Company that assets of the Company transferred to the trust will 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 agreement 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 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 a Company for the fulfillment of its obligations hereunder. Under all circumstances the rights of Participants to any asset held by the Company will be no greater than the rights expressed in this agreement. Nothing contained in this agreement will constitute a guarantee by the Company that the assets of the Company will be sufficient to pay any benefits under this Plan or would place the Participant in a secured position ahead of general creditors of the Company. Though the Company may establish or become a signatory to a Rabbi Trust, as indicated in Section 10.2, 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 agreement. No specific assets of the Company have 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 such assets from being subject to the general creditors of the Company.

ARTICLE XI

MISCELLANEOUS

11.1 Limitation of Rights. Nothing in this Plan will 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 Deferred Shares and Dividend Equivalents credited to the Participant's Deferred Share Account, and cash credited to the Participant's Deferred Share Account pursuant to Section 5.3(b), except in accordance with the terms of this Plan;

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

(d) to evidence any agreement or understanding, expressed or implied, that the Company will 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 Beneficiary Designation. Each Eligible Individual, upon completing his or her Alternative Exercise Agreement, will file with the Committee a designation of one or more Beneficiaries to whom distributions will be made in the event of his or her death prior to the complete distribution of the Shares credited to his or her Deferred Share Account. The designation will be effective upon receipt by the Committee of a properly executed form which the Committee has approved for that purpose. An Eligible Individual and/or Participant may from time to time revoke or change any designation of Beneficiary by filing another approved Beneficiary designation form with the Committee. If there is no valid designation of Beneficiary on file with the Committee at the time of the Participant's death, or if all of the Beneficiaries designated in the last Beneficiary designation have predeceased the Participant or, in the case of an entity, otherwise ceased to exist, the Beneficiary will be the Participant's spouse, if the spouse survives the Participant, or otherwise the Participant's estate. A Beneficiary who is an individual will 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 Deferred Share Account, the balance of the amount which would have been paid to that Beneficiary will, unless the Participant's designation provides

otherwise, be distributed to the individual deceased Beneficiary's estate or, in the case of an entity, to the Participant's spouse, if the spouse survives the Participant, or otherwise to the Participant's estate. Any Beneficiary designation which designates any person or entity other than the Eligible Individual's/Participant's spouse must be consented to in writing in a form acceptable to the Committee in order to be effective.

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

11.4 Receipt and Release. Any payment to a Participant or the Participant's Beneficiary in accordance with the provisions of this Plan shall, to the extent thereof, be in full satisfaction of all claims against the Board, the Committee, and the Company. The Committee may require such Participant or Beneficiary, as a condition precedent to such payment, to execute a receipt and release to such effect.

11.5 Nonalienation of Benefits. No right or benefit provided in this Plan will 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 will 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 will 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 will, in the discretion of the Committee, cease. In that event, the Committee may have the Company hold or apply the right or benefit or any part of it to the benefit of the Participant or Beneficiary, his or her spouse, children or other dependents or any of them in any manner and in any proportion the Committee believes to be proper in its sole and absolute discretion, but is not required to do so.

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

11.7 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 will remain in full force and effect and will in no way be affected, impaired or invalidated.

11.8 Compliance with Laws. This Plan, the Company's acceptance of the exercise price of a Qualifying Option in the form of Shares, the Company's issuance of Deferred Shares, and the offer, issuance and delivery of Shares and/or the payment in Shares through the deferral of compensation under this Plan are subject to compliance with all applicable federal and state laws, rules and regulations (including, without limitation, state and federal securities law) and to such approvals by any listing, agency or any regulatory or governmental authority as may, in the opinion of counsel for the Company, be necessary or advisable in connection therewith. Any securities delivered under this Plan shall be subject to such restrictions, and the person acquiring such securities shall, if requested by the Company, provide such assurances and representations to the Company as the Company may deem necessary or desirable to assure compliance with all applicable legal requirements. If the Company in its sole discretion determines that an Alternative Exercise of a Qualifying Option would violate any law, rule or regulation, the Company may refuse to honor such Alternative Exercise.

11.9 Plan Construction. It is the intent of the Company that transactions pursuant to this Plan, with respect to Eligible Individuals or Participants who are subject to Section 16 of the Exchange Act, satisfy and be interpreted in a manner that satisfies the applicable requirements of Rule 16b-3 so that to the extent elections are timely made, the crediting of Deferred Shares and the distribution of Shares with respect to Deferred Shares under this Plan will be entitled to the benefits of Rule 16b-3 or other exemptive rules under Section 16 of the Exchange Act and will not be subjected to avoidable liability thereunder.

11.10 Notice. Any notice or filing required or permitted to be given to the Committee or a Participant will 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 will 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.

11.11 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.

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

IN WITNESS WHEREOF, the Company has executed this document effective as of April 1, 2002.

SYSCO CORPORATION

By:  /s/  Diane Day Sanders
   -----------------------------------------
Name:    Diane Day Sanders
     ---------------------------------------
Title:   Vice President and Treasurer
      --------------------------------------

EXHIBIT 10(aa)

SECOND AMENDED AND RESTATED

SYSCO CORPORATION

BOARD OF DIRECTORS DEFERRED COMPENSATION PLAN

Effective April 1, 2002

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

TABLE OF CONTENTS

                                                                                                                PAGE


ARTICLE I       DEFINITIONS.......................................................................................3
1.1      Account..................................................................................................3
1.2      Beneficiary..............................................................................................3
1.3      Board of Directors.......................................................................................3
1.4      Business Day.............................................................................................3
1.5      Change of Control........................................................................................3
1.6      Change of Control Payout Benefit.........................................................................4
1.7      Change of Control Payout Election........................................................................4
1.8      Code.....................................................................................................4
1.9      Committee................................................................................................4
1.10     Default Distribution Option..............................................................................4
1.11     Default Investment.......................................................................................4
1.12     Deferred Compensation Ledger.............................................................................4
1.13     Exchange Act.............................................................................................4
1.14     Fair Market Value........................................................................................4
1.15     Installment Distribution Option..........................................................................5
1.16     Investment...............................................................................................5
1.17     Lump Sum Distribution Option.............................................................................5
1.18     Participant..............................................................................................5
1.19     Plan.....................................................................................................5
1.20     Plan Year................................................................................................5
1.21     Pre-April 1, 2002 Participant............................................................................5
1.22     Securities Act...........................................................................................5
1.23     Sysco....................................................................................................5
1.24     Trust....................................................................................................5
1.25     Voting Securities........................................................................................5

ARTICLE II      ELIGIBILITY.......................................................................................6

ARTICLE III     DEFERRAL..........................................................................................7
3.1      Election to Defer........................................................................................7
3.2      Failure to Elect.........................................................................................7
3.3      Revocation or Change of Election.........................................................................7
3.4      Timing and Form of Election..............................................................................7

ARTICLE IV      ACCOUNT...........................................................................................8
4.1      Establishing a Participant's Account.....................................................................8
4.2      Credit of the Participant's Deferral.....................................................................8
4.3      Deemed Investments.......................................................................................8
4.4      Procedure to Credit Interest Upon an Event of Distribution...............................................9

ARTICLE V       VESTING..........................................................................................11

ARTICLE VI      DISTRIBUTIONS....................................................................................12
6.1      Form and Time of Distribution...........................................................................12
6.2      Death/Beneficiary Designation...........................................................................13

6.3      Other Distribution Events...............................................................................13
6.4      Hardship Withdrawals....................................................................................14
6.5      Expenses Incurred in Enforcing the Plan.................................................................14
6.6      Responsibility for Distributions and Withholding of Taxes...............................................14
6.7      Acceleration of Payments Upon a Change of Control.......................................................15

ARTICLE VII     ADMINISTRATION...................................................................................16
7.1      Committee Appointment...................................................................................16
7.2      Committee Organization and Voting.......................................................................16
7.3      Powers of the Committee.................................................................................16
7.4      Committee Discretion....................................................................................17
7.5      Reimbursement of Expenses...............................................................................17

ARTICLE VIII    AMENDMENT AND/OR TERMINATION.....................................................................18
8.1      Amendment or Termination of the Plan....................................................................18
8.2      No Retroactive Effect on Account........................................................................18
8.3      Effect of Termination...................................................................................18

ARTICLE IX      FUNDING..........................................................................................19
9.1      Payments Under This Agreement Are the Obligation of Sysco...............................................19
9.2      Agreement May Be Funded Through Rabbi Trust.............................................................19
9.3      Reversion of Excess Assets..............................................................................19
9.4      Participants Must Rely Only on General Credit of Sysco..................................................20

ARTICLE X       MISCELLANEOUS....................................................................................21
10.1     Limitation of Rights....................................................................................21
10.2     Distributions to Incompetents or Minors.................................................................21
10.3     Nonalienation of Benefits...............................................................................21
10.4     Reliance Upon Information...............................................................................22
10.5     Severability............................................................................................22
10.6     Notice..................................................................................................22
10.7     Gender and Number.......................................................................................22
10.8     Governing Law...........................................................................................22
10.9     Effective Date..........................................................................................22

SECOND AMENDED AND RESTATED

SYSCO CORPORATION

BOARD OF DIRECTORS DEFERRED COMPENSATION PLAN

WHEREAS, Sysco Corporation has established the Sysco Corporation Board of Directors Deferred Compensation Plan, effective January 1, 1992, which plan was last amended and restated in its entirety by an instrument dated December 7, 1995 (the "Plan"); and

WHEREAS, Sysco Corporation retained the right of those members of the Board of Directors who are not eligible to participate in the Plan to amend the Plan at any time by an instrument in writing; and

WHEREAS, the Plan has been amended by the First Amendment to Plan dated May 10, 2000, and that Second Amendment to the Plan dated April 1, 2002; and

WHEREAS, it has been determined that the Plan should again be restated to incorporate the First and Second Amendments to the Plan so that the Plan, as amended, is set forth in one document; and

NOW, THEREFORE, Sysco Corporation amends and restates the Sysco Corporation Board of Directors Deferred Compensation Plan as follows:

ARTICLE I

DEFINITIONS

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

1.2 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.

1.3 Board of Directors. "Board of Directors" means the Board of Directors of Sysco.

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

1.5 Change of Control. "Change of Control" means the occurrence of one or more of the following events:

(a) Any "person" including a "syndication" or "group" as those terms are used in Section 13(d)(3) of the Exchange Act, is or becomes the beneficial owner, directly or indirectly, of securities of Sysco representing 20% or more of the combined voting power of Sysco's then outstanding Voting Securities;
(b) Sysco is merged or consolidated with another corporation and immediately after giving effect to the merger or consolidation either (i) less than 80% of the outstanding Voting Securities of the surviving or resulting entity are then beneficially owned in the aggregate by (x) the stockholders of Sysco immediately prior to such merger or consolidation, or (y) if a record date has been set to determine the stockholders of Sysco entitled to vote on such merger or consolidation, the stockholders of Sysco as of such record date, or
(ii) the Board of Directors, or similar governing body, of the surviving or resulting entity does not have as a majority of its members the persons specified in clause (c) below;

(c) If at any time the following do not constitute a majority of the Board of Directors of Sysco (or any successor entity referred to in clause
(b) above): Persons who, prior to their election as a director of Sysco (or successor entity as applicable) were nominated, recommended, or endorsed by a formal resolution of the Board of Directors of Sysco;

(d) If at any time during a calendar year a majority of the directors of Sysco are not persons who were directors at the beginning of the calendar year; and

(e) Sysco transfers substantially all of its assets to another corporation which is a less than 80% owned subsidiary of Sysco.

1.6 Change of Control Payout Benefit. "Change of Control Payout Benefit" shall have the meaning set forth in Section 6.7(a).

1.7 Change of Control Payout Election. "Change of Control Payout Election" shall have the meaning set forth in Section 6.7(a).

1.8 Code. "Code" means the Internal Revenue Code of 1986, as amended from time to time.

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

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

1.11 Default Investment. "Default Investment" shall mean a hypothetical investment with an investment return equal to the monthly average of the Moody's Average Corporate Bond Yield for the calendar year ending prior to the beginning of the Plan Year, plus 1%, or such other Investment designated by the Committee as the "Default Investment" on Exhibit "A" attached hereto.

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

1.13 Exchange Act. "Exchange Act" means the Securities Exchange Act of 1934, as amended from time to time.

1.14 Fair Market Value. "Fair Market Value" means, with respect to any Investment, the closing price on the date of reference, or if there were no sales on such date, then the closing price on the nearest preceding day on which there were such sales, and in the case of an unlisted security, the mean between the bid and asked prices on

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

1.15 Installment Distribution Option. "Installment Distribution Option" shall have the meaning set forth in Section 6.1(b).

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

1.17 Lump Sum Distribution Option. "Lump Sum Distribution Option" shall have the meaning set forth in Section 6.1(b).

1.18 Participant. "Participant" means a member of the Board of Directors of Sysco who is not otherwise employed by Sysco or a subsidiary of Sysco, and any former member the Board of Directors of Sysco who has an Account in the Deferred Compensation Ledger.

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

1.20 Plan Year. "Plan Year" means the calendar year.

1.21 Pre-April 1, 2002 Participant. "Pre-April 1, 2002 Participant" shall have the meaning set forth in Section 4.3(b).

1.22 Securities Act. "Securities Act" means the Securities Act of 1933, as amended from time to time.

1.23 Sysco. "Sysco" means Sysco Corporation.

1.24 Trust. "Trust" means the Sysco Corporation Board of Directors Deferred Compensation Trust created by separate agreement.

1.25 Voting Securities. "Voting Securities" means any security which ordinarily possesses the power to vote in the election of the Board of Directors without the happening of any precondition or contingency.

ARTICLE II

ELIGIBILITY

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

ARTICLE III

DEFERRAL

3.1 Election to Defer. Each Participant shall have the right to elect to defer a percentage of his Director's fees in any 10% increment which is not less than 20% nor more than 100% of his Director's fees. The election to defer is effective only if received by the Committee in proper form prior to the beginning of the Plan Year or Years for which it is to be applicable. Once a Plan Year has commenced the election to defer becomes irrevocable for that Plan Year.

3.2 Failure to Elect. If the Committee fails to receive a Participant's election in proper form prior to the beginning of a Plan Year for which no prior election is effective, the Participant will deemed to have elected not to defer any portion of his Director's fees for that Plan Year.

3.3 Revocation or Change of Election. Each Participant shall have the right to revoke or change any prior election to defer a portion or all of his Director's fees. Any revocation or change of election shall be effective only on a prospective basis beginning with the Plan Year next following the Committee's receipt of the revocation or change in proper form.

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

ARTICLE IV

ACCOUNT

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

4.2 Credit of the Participant's Deferral. The Committee will credit the amount of a Participant's deferral to the Participant's Account in the Deferred Compensation Ledger as it would have been paid during the Plan Year but for the deferral which was elected.

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

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

(b) Effective on and after April 1, 2002, those Participants who have amounts credited to their Account in the Deferred Compensation Ledger as of April 1, 2002 and who have not yet experienced an event giving rise to a distribution from the Plan pursuant to Section 6.2 or 6.3 (a "Pre-April 1, 2002 Participant"), shall make a designation of the Investments in which the credit balance of their Account shall be deemed invested, which credit balance shall be determined by crediting interest through March 31, 2002 under the provisions of the Plan in effect before April 1, 2002. If no designation of Investments is made by a Pre-April 1, 2002 Participant on or before April 1, 2002, the credit balance of such Participant's Account shall be deemed invested in the Default Investment as of April 1, 2002. Thereafter, such Pre-April 1, 2002 Participants shall have the right to change the Investments, including Default Investments, in which the Participant's Account is deemed invested in accordance with Section 4.3(c).

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

(d) In the case of any deemed purchase of an Investment, the Participant's Account shall be decreased by a dollar amount equal to the quantity of Investment treated as purchased 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, and shall be increased by the quantity of Investment treated as purchased. In the case of any deemed sale of an Investment, the Participant's Account shall be decreased by the quantity of Investment treated as sold, and shall be increased by a dollar amount equal to the quantity of 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.

(e) In the event a Participant or a Participant's Beneficiaries are entitled to receive a distribution pursuant to Section 6.2 or 6.3 the deemed Investments in the Participant's Account shall be treated as sold and credited with a dollar value in accordance with Section 4.3(d) above as of the date of the event giving rise to the distribution pursuant to Section 6.2 or 6.3. There shall be no additional credits or debits under this Plan for deemed Investment earnings or losses following the date of the event giving rise to the distribution pursuant to Section 6.2 or 6.3.

(f) 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 amounts ultimately paid to a Participant.

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

4.4 Procedure to Credit Interest Upon an Event of Distribution.

(a) Crediting of Interest Prior to Commencement of Distribution. In the event a Participant or a Participant's Beneficiaries are entitled to receive a distribution pursuant to Section 6.2 or 6.3, the Participant's Account, as adjusted pursuant to Section 4.4(e), shall be credited with interest for the period beginning on the day

following the day in which the event giving rise to the distribution occurs and ending on the last day of the month in which distribution payments commence. The interest rate shall be the interest rate determined in paragraph (c) below.

(b) Installment Distribution Option. In the event that all or a 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 Participant's Account which is to be paid pursuant to the Installment Distribution Option beginning immediately after the first installment is due and continuing until the final installment distribution is paid. The interest rate to be applied will be that rate determined under paragraph (c) for the last calendar year ending prior to the event giving rise to the distribution. This rate, once established, will be used until the distribution is complete and will be compounded annually.

(c) Interest Rate. For purposes of this Section 4.4, the interest rate shall be the monthly average of the Moody's Average Corporate Bond Yield for the calendar year ending prior to the beginning of the Plan Year, plus 1% compounded annually.

(d) Effective Date. This Section 4.4 shall apply to distributions made pursuant to distribution events that occur on and after April 1, 2002. The interest rate determined under the provisions of the Plan in effect before April 1, 2002 shall continue to be used for distributions made after April 1, 2002 attributable to distribution events that occurred before April 1, 2002.

ARTICLE V

VESTING

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

ARTICLE VI

DISTRIBUTIONS

6.1 Form and Time of Distribution.

(a) Election, Revocation or Change of Election of the Form of Distribution. Each Participant shall have the right to elect, to revoke, or to change any prior election of the form of distribution at the time and under the rules established by the Committee. Each Participant may only elect a single distribution option, which election shall apply to all distribution events applicable to such Participant. The initial election of form of distribution if received by the Committee in proper form prior to the deferral of any Director's fees shall be effective upon receipt. All other elections of form of distribution and all revocations or changes of election of form of distribution shall be effective only if the election, revocation or change is received by the Committee in proper form one year prior to the event which requires a distribution under this Plan. During that one-year period prior to the effective date of such an election, revocation or change, the last effective election, revocation or change made by the Participant shall continue to remain in force.

(b) Option Forms Available. The options are:

(i) a lump sum payment (the "Lump Sum Distribution Option");

(ii) equal quarterly or annual installments of principal and interest, not to exceed twenty years (the "Installment Distribution Option"); and

(iii) a combination of the Lump Sum Distribution Option and the Installment Distribution Option.

(c) No Effective Election. If there is no effective election as to form of distribution the Participant shall be conclusively deemed to have elected 10 equal annual installments of principal and interest (the "Default Distribution Option").

(d) Payment of Amounts Less Than $30,000.00. Notwithstanding any other provision of this Plan, if the amount to be distributed is less than $30,000.00 on the date the event occurred which requires distribution, the distribution shall be made in one lump sum.

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

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

6.3 Other Distribution Events. Upon the Participant's retirement, resignation or removal from the Board of Directors for any reason (including as a result of the Participant's disability), the Participant will receive the amount credited to the Participant's Account in the Deferred Compensation Ledger at the time and in the manner provided in Section 6.1.

6.4 Hardship Withdrawals. Any Participant who is in pay status may request a hardship withdrawal. No hardship withdrawal can exceed the lesser of the amount credited to the Participant's Account or the amount reasonably needed to satisfy the emergency need. Whether a hardship exists and the amount reasonably needed to satisfy the emergency need will be determined by the Committee based upon the evidence presented by the Participant and the rules established in this Section. If a hardship withdrawal is approved by the Committee it will be paid within 10 days of the Committee's determination. A hardship for this purpose is a severe financial hardship to the Participant resulting from a sudden and unexpected illness or accident of the Participant or of a dependent (as defined in Section 152(a) of the Internal Revenue Code of 1986, as amended) of the Participant, loss of the Participant's property due to casualty, or any similar extraordinary and unforeseeable circumstance arising as a result of events beyond the control of the Participant. The circumstances that will constitute a hardship will depend upon the facts of each case, but, in any case, payment may not be made to the extent that the hardship is or may be relieved: (a) through reimbursement or compensation by insurance or otherwise,
(b) by liquidation of the Participant's assets, to the extent the liquidation of such assets will not itself cause severe financial hardship, or (c) by cessation of deferrals under this Plan. Such foreseeable needs for funds, as the need to send a Participant's child to college or the desire to purchase a home will not be considered to be a hardship.

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

6.6 Responsibility for Distributions and Withholding of Taxes. The Committee will furnish information to Sysco concerning the amount and form of distribution to any Participant entitled to a distribution so that Sysco may make or cause the Trust to make the distribution required. The Committee will 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.

6.7 Acceleration of Payments Upon a Change of Control.

(a) If there is a Change of Control of Sysco, then any Participant or, if the Participant is deceased, the Participant's Beneficiary, shall be entitled to make an election (a "Change of Control Payout Election") to receive a lump sum payment in full satisfaction of all benefits to which the Participant or Beneficiary would otherwise be entitled under the Plan. A Change of Control Payout Election shall be made by written notice to the Committee by the electing person at any time after the Change of Control of Sysco. Notwithstanding anything herein to the contrary, the payment (the "Change of Control Payout Benefit") shall be made as soon as administratively feasible after receipt of the Change of Control Payout Election, but no later than 90 days from the date of receipt of the Change of Control Payout Election. If a Participant or Beneficiary makes a Change of Control Payout Election, the Change of Control Payout Benefit shall be the exclusive payment to which the Participant, the Participant's spouse and/or the Beneficiary will be eligible under the Plan and no benefit payments shall be made to a Participant or the Participant's Beneficiary pursuant to any other provision of this Plan following a Change of Control Payout Election, provided that a Participant who remains a member of the Board of Directors of the Company after making the Change of Control Payout Election shall not be precluded from further participation in the Plan with respect to future deferrals pursuant to Section 3.1 of the Plan to the extent such Participant otherwise continues to be eligible to make such election.

(b) A Participant's Change of Control Payout Benefit shall be determined as follows:

(i) If the Participant or the Participant's Beneficiary has not received any payments pursuant to the Plan on or prior to the Change of Control Payout Election, the Change of Control Payout Benefit shall equal 90% of the balance of the Participant's Account as of the date of the Change of Control Payout Election.

(ii) If the Participant or the Participant's Beneficiary has received payments pursuant to the Plan on or prior to the Change of Control Payout Election, the Change of Control Payout Benefit shall equal the sum of (A) 90% of the remaining principal balance of the installment payments due the Participant or the Participant's Beneficiary as of the date of the Change of Control Payout Election, and (B) interest on such remaining principal balance determined pursuant to Section 4.4 hereof from the date of the last installment paid pursuant to the Plan with respect to such Participant or Beneficiary through the date of payment of the Change of Control Payment Benefit.

ARTICLE VII

ADMINISTRATION

7.1 Committee Appointment. The Committee will be comprised of the Chairman of the Board of Directors, the President, the Secretary and the Treasurer of Sysco. The Board of Directors will have the sole discretion to remove any one or more Committee members and appoint one or more replacement or additional Committee members from time to time.

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

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

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

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

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

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

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

(i) differences of opinion arising between Sysco and a Participant except when the difference of opinion relates to the entitlement to, the amount of or the method or timing of payment of a benefit affected by a Change of Control; and

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

(f) to delegate by written notice those clerical and recordation duties of the Committee, as it deems necessary or advisable for the proper and efficient administration of the Plan; and

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

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

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

ARTICLE VIII

AMENDMENT AND/OR TERMINATION

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

8.2 No Retroactive Effect on Account. No amendment will affect the rights of any Participant to the amounts then standing to his credit in his Account in the Deferred Compensation Ledger, to change the method of calculating Investment earnings and losses already accrued prior to the date of the amendment or to change a Participant's rights under any provision relating to a Change of Control after a Change of Control has occurred without the Participant's consent. However, the members of the Board of Directors who are not eligible to participate shall retain the right at any time to change in any manner the method of calculating Investment earnings and losses effective from and after the date of the amendment if it has been announced to the Participants.

8.3 Effect of Termination. If the Plan is terminated, all amounts deferred by Participants and credited to a Participant's Account remain vested under Section 5.1, and Section 4.3 will be applied as if the Participant were entitled to and did retire on the date the Plan terminated. Distribution would commence in accordance with Section 6.3 as soon as conveniently practicable and interest during the distribution period would be calculated and credited in accordance with Section 4.4.

ARTICLE IX

FUNDING

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

9.2 Agreement May Be Funded Through Rabbi Trust. It is specifically recognized by both Sysco and the Participants that Sysco may, but is not required to, contribute any amount it finds desirable to a so-called "Rabbi Trust," established to accumulate assets sufficient to fund the obligations of Sysco under this Plan. However, under all circumstances, the rights of the Participants to the assets held in the Trust will be no greater than the rights expressed in this agreement. Nothing contained in any trust agreement which creates any funding trust or trusts will constitute a guarantee by Sysco that assets of Sysco transferred to that trust or those trusts will be sufficient to pay any benefits under this Plan or would place the Participant in a secured position ahead of general creditors should Sysco become insolvent or bankrupt. Any trust agreement prepared to fund Sysco's obligations under this agreement must specifically set out these principles so it is clear in that trust agreement that the Participants in this Plan are only unsecured general creditors of Sysco in relation to their benefits under this Plan.

9.3 Reversion of Excess Assets. Sysco may at any time request the recordkeeper for the Plan to determine the present Account balance, taking into account credits and debits arising from the deemed Investment earnings and losses in accordance with Section 4.3, as of the month end coincident with or next following the request, of all Participants and Beneficiaries of deceased Participants for which Sysco is or will be obligated to make payments under this Plan. If the fair market value of the assets held in the Trust, as determined by the Trustee as of that same date, exceeds the total of the accrued benefits of all Participants and Beneficiaries by 25%, Sysco may direct the trustee to return to it all of the excess funds. However, if there has been a Change of Control, for the purpose of determining if there are excess funds, all contributions made prior to the Change of Control 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.

9.4 Participants Must Rely Only on General Credit of Sysco. It is also specifically recognized by both Sysco and the Participants that this Plan is only a general corporate commitment and that each Participant must rely upon the general credit of Sysco for the fulfillment of its obligations hereunder. Under all circumstances the rights of Participants to any asset held by Sysco will be no greater than the rights expressed in this agreement. Nothing contained in this agreement will constitute a guarantee by Sysco that the assets of Sysco will be sufficient to pay any benefits under this Plan or would place the Participant in a secured position ahead of general creditors of Sysco. Though Sysco has established and may fund a Rabbi Trust, as indicated in Section 9.2, to accumulate assets to fulfill its obligations, the Plan and any such trust will not create any lien, claim, encumbrance, right, title or other interest of any kind whatsoever in any Participant in any asset held by Sysco, contributed to any such trust or otherwise designated to be used for payment of any of its obligations created in this agreement. No specific assets of Sysco have been or will be set aside, or will in any way be transferred to any trust or will be pledged in any way for the performance of Sysco's obligations under this Plan which would remove such assets from being subject to the general creditors of Sysco.

ARTICLE X

MISCELLANEOUS

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

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

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

(c) to limit in any way the right of Sysco to remove a Participant from the Board of Directors at any time;

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

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

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

10.3 Nonalienation of Benefits. No right or benefit provided in this Plan will 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 will 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 will 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 will, in the discretion of the Committee, cease. In that event, the Committee may have Sysco hold or apply the right or benefit or any part of it to the benefit of the Participant or Beneficiary, his or her spouse, children or other dependents or any of them in

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

10.4 Reliance Upon Information. The Committee will not be liable for any decision or action taken in good faith in connection with the administration of this Plan. Without limiting the generality of the foregoing, any decision or action taken by the Committee when it relies upon information supplied to it by any officer of Sysco, Sysco's legal counsel, Sysco's independent accountants or other advisors in connection with the administration of this Plan will be deemed to have been taken in good faith.

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

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

10.7 Gender and Number. Words used in this Plan of one gender are to be construed as though they were also used in another gender in all cases where they would so apply and likewise words in the singular or plural are to be construed as though they also included the other in all cases where they would so apply.

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

10.9 Effective Date. This Plan will be operative and effective on January 1, 1992.

IN WITNESS WHEREOF, Sysco has executed this document as of April 1, 2002, amending and restating the Plan to incorporate the First and Second Amendments into the last previously amended and restated Plan which was executed December 7, 1995.

SYSCO CORPORATION

By:    /s/ Diane Day Sanders
   ---------------------------------------
Name:    Diane Day Sanders
     -------------------------------------
Title:   Vice President and Treasurer
      ------------------------------------

EXHIBIT "A"

INVESTMENT OPTIONS

[ATTACHED]

Effective April 1, 2002

SYSCO CORPORATION
BOARD OF DIRECTORS DEFERRED COMPENSATION PLAN

INVESTMENT OPTIONS

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

            FUND                                         FUND MANAGER
            ----                                         ------------
Fidelity VIP Growth                            Fidelity Management & Research Co.
Large Cap Value                                T. Rowe Price Associates Inc.
Equity Index                                   SSgA Funds Management
Small/Mid Cap CORE                             Goldman Sachs Asset Management
Frontier Capital Appreciation                  Frontier Capital Management
Small Cap Value                                T. Rowe Price Associates Inc.
Brandes International Equity                   Brandes Investment Partners
Emerging Markets Equity                        Morgan Stanley Investment Management
Bond Index                                     Mellon Bond

OTHER

Moody's Average Corporate Bond Yield, plus 1%, as described in Section 1.11 of the Plan.

EXHIBIT 10(bb)

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

THIS FIRST AMENDMENT TO THE SECOND AMENDED AND RESTATED SYSCO

CORPORATION BOARD OF DIRECTORS DEFERRED COMPENSATION PLAN (this "Amendment").

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

WHEREAS, the Board of Directors of Sysco has determined to amend the Plan so as to permit accelerated distributions upon participant request, subject to certain conditions.

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

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

1. Article I is hereby amended by deleting Sections 1.6 ("Change of Control Payout Benefit") and 1.7 ("Change of Control Payout Election") in their entirety.

2. Section 6.7 of the Plan is hereby amended in its entirety to read as follows:

"6.7 Accelerated Distribution.

(a) Availability. Subject to the additional conditions and limitations set forth in Sections 6.7(d) and 6.7(e) and the forfeiture penalty pursuant to Section 6.7(b), Participants and Beneficiaries may elect, by written request to the Committee, to withdraw in a single lump sum payment all or a portion of the Participant's Account, valued as of the date the Accelerated Distribution election is received (any amount elected to be withdrawn pursuant to this Section 6.7(a) shall hereinafter be referred to as the "Elected Amount"). An election that does not comply with all of the requirements of this Section 6.7, including an election to withdraw an amount that is less than the amount permitted by Section 6.7(e), shall be void and of no effect. A distribution made pursuant to this Section 6.7 (an "Accelerated Distribution") shall be made as soon as administratively feasible after the Committee's receipt of the Participant's or Beneficiary's

election to receive an Accelerated Distribution, but no later than ninety (90) days following the Committee's receipt of such election.

(b) Forfeiture Penalty. In the case of an Accelerated Distribution, ten percent (10%) of the Elected Amount shall be permanently forfeited (the "Forfeited Amount"), and such Forfeited Amount shall be deducted from the Elected Amount (the amount to be distributed to the Participant after reducing the Elected Amount by the Forfeited Amount shall hereinafter be referred to as the "Distributed Amount"). Neither the Participant nor the Participant's Beneficiary shall have any right or claim to the Forfeited Amount, and the Company shall have no obligation whatsoever to the Participant, the Participant's Beneficiary or any other person with regard to the Forfeited Amount.

(c) Procedure to Credit Interest and/or Deemed Investment Earnings and Losses.

(i) Non-Pay Status Participants. In the case of a Participant who has not experienced a distribution event under Sections 6.2 or 6.3 prior to the date the Accelerated Distribution election is received, the Distributed Amount shall (A) be converted into a dollar value in accordance with
Section 4.3(e) as of the date the Accelerated Distribution election is received, and (B) interest shall be credited to such Distributed Amount beginning on the day following the date the Accelerated Distribution election is received and ending on the last day of the month in which the Accelerated Distribution is paid. The interest rate shall be the interest rate determined under Section 4.4(c). The Distributed Amount and the Forfeited Amount shall be deemed to reduce the Investments designated by the Participant pro rata in accordance with the Fair Market Value of such Investments as of the date the Accelerated Distribution election is received. The undistributed portion of the Participant's Account that is not forfeited pursuant to Section 6.7(b) shall continue to be treated as invested in the Investments designated by the Participant in accordance with Section 4.3.

(ii) Pay Status Participants and Beneficiaries. In the case of a Participant or a Beneficiary who is receiving the Participant's Account in installments, interest shall continue to be credited in accordance with Section 4.4(b) on the Distributed Amount until the Accelerated Distribution is paid. In addition, the undistributed portion of the Account that is not forfeited pursuant to Section 6.7(b) shall continue to be credited with interest in accordance with
Section 4.4(b), and shall be distributed to the

Participant or the Beneficiary in equal installments, recalculated to take into account the amounts withdrawn and forfeited from the Participant's Account pursuant to this
Section 6.7, over the remaining installment period.

(d) Suspension from Deferrals. A Participant who receives an Accelerated Distribution shall be prohibited from deferring his or her Director's fees under the Plan beginning on the date the Accelerated Distribution is paid and continuing for the remainder of such Plan Year and the immediately following Plan Year (the "Suspension Period"). Any election previously made by the Participant with respect to his or her Director's fees under the Plan for the Suspension Period shall be void and of no effect. This Section 6.7(d) shall not apply to a Participant who makes an Accelerated Distribution election during the two-year period following a Change of Control.

(e) Additional Conditions. Notwithstanding anything in this Section 6.7 to the contrary, in no event shall (i) the Elected Amount be less than twenty-five percent (25%) of the Participant's Account as of the date the Accelerated Distribution Election is received and (ii) any Participant or Beneficiary be permitted to receive more than one Accelerated Distribution in any Plan Year, provided that a Participant or Beneficiary may receive two Acceleration Distributions in a single Plan Year if the second Accelerated Distribution election is made after a Change of Control.

(f) Construction in the Case of Beneficiaries. For purposes of this Section 6.7, in the case of an Accelerated Distribution election made by a Beneficiary, all references to the "Participant's Account" or "Account" shall be deemed to refer to the portion of the Account to be distributed to such Beneficiary. For the avoidance of doubt, if there is more than one Beneficiary that is then receiving the Participant's Account in installments, an Accelerated Distribution election made by one Beneficiary shall have no effect on the portion of the Participant's Account to be distributed to the other Beneficiaries."

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

IN WITNESS WHEREOF, the Company has caused this First Amendment to be executed as of this 12th day of July, 2002.

SYSCO CORPORATION

                                         By:    /s/ Diane Day Sanders
                                             --------------------------------
                                         Name:   Diane Day Sanders
                                              -------------------------------
                                         Title:  Vice President and Treasurer
                                               ------------------------------




ATTEST:

By:  /s/ Michael C. Nichols
    -----------------------------------
Title:   Vice President, General
         Counsel and Corporate
         Secretary
       --------------------------------

EXHIBIT 10(cc)

SECOND AMENDED AND RESTATED

SYSCO CORPORATION

EXECUTIVE DEFERRED COMPENSATION PLAN

Effective April 1, 2002

SECOND AMENDED AND RESTATED
SYSCO CORPORATION
EXECUTIVE DEFERRED COMPENSATION PLAN

TABLE OF CONTENTS

                                                                                                               PAGE

ARTICLE I - DEFINITIONS...........................................................................................3
1.1      Account..................................................................................................3
1.2      Beneficiary..............................................................................................3
1.3      Board of Directors.......................................................................................3
1.4      Bonus Deferral...........................................................................................3
1.5      Business Day.............................................................................................3
1.6      Change of Control........................................................................................3
1.7      Change of Control Payout Benefit.........................................................................4
1.8      Change of Control Payout Election........................................................................4
1.9      Code.....................................................................................................4
1.10     Company..................................................................................................4
1.11     Company Match............................................................................................4
1.12     Committee................................................................................................4
1.13     Default Distribution Option..............................................................................4
1.14     Default Investment.......................................................................................4
1.15     Deferrals................................................................................................4
1.16     Deferred Compensation Ledger.............................................................................4
1.17     Disability...............................................................................................4
1.18     Exchange Act.............................................................................................5
1.19     Fair Market Value........................................................................................5
1.20     Installment Distribution Option..........................................................................5
1.21     Investment...............................................................................................5
1.22     Lump Sum Distribution Option.............................................................................5
1.23     Management Incentive Plan................................................................................5
1.24     MIP Bonus................................................................................................5
1.25     Participant..............................................................................................5
1.26     Plan.....................................................................................................6
1.27     Plan Year................................................................................................6
1.28     Pre-April 1, 2002 Participant............................................................................6
1.29     Retirement...............................................................................................6
1.30     Salary Compensation......................................................................................6
1.31     Salary Deferral..........................................................................................6
1.32     Salary Deferral Election.................................................................................6
1.33     Securities Act...........................................................................................6
1.34     Subsidiary...............................................................................................6
1.35     Sysco....................................................................................................7
1.36     Total Payments...........................................................................................7
1.37     Voting Securities........................................................................................7

ARTICLE II - ELIGIBILITY..........................................................................................8

ARTICLE III - PARTICIPANT DEFERRALS AND COMPANY CONTRIBUTIONS.....................................................9
3.1      Bonus Deferral Election..................................................................................9
3.2      Company Match............................................................................................9
3.3      Salary Deferral Election.................................................................................9

ARTICLE IV - ACCOUNT.............................................................................................11
4.1      Establishing a Participant's Account....................................................................11
4.2      Credit of the Participant's Deferral and the Company's Match............................................11
4.3      Credit of the Participant's Salary Deferrals............................................................11
4.4      Deemed Investments......................................................................................11
4.5      Crediting of Interest on Company Match..................................................................13
4.6      Procedure to Credit Interest Upon an Event of Distribution..............................................13

ARTICLE V - VESTING..............................................................................................14
5.1      Deferrals...............................................................................................14
5.2      Company Match...........................................................................................14

ARTICLE VI - DISTRIBUTIONS.......................................................................................15
6.1      Death...................................................................................................15
6.2      Disability..............................................................................................15
6.3      Retirement..............................................................................................16
6.4      Termination Prior to Death, Disability or Retirement....................................................16
6.5      Distribution Options....................................................................................16
6.6      Forfeiture For Cause....................................................................................17
6.7      Forfeiture for Competition..............................................................................18
6.8      Hardship Withdrawals....................................................................................18
6.9      Expenses Incurred in Enforcing the Plan.................................................................19
6.10     Restrictions on any Portion of Total Payments Determined to be Excess Parachute Payments................19
6.11     Responsibility for Distributions and Withholding of Taxes...............................................20
6.12     Acceleration of Payments Upon a Change of Control.......................................................20

ARTICLE VII - ADMINISTRATION.....................................................................................22
7.1      Committee Appointment...................................................................................22
7.2      Committee Organization and Voting.......................................................................22
7.3      Powers of the Committee.................................................................................22
7.4      Committee Discretion....................................................................................23
7.5      Reimbursement of Expenses...............................................................................23

ARTICLE VIII - ADOPTION BY SUBSIDIARIES..........................................................................24
8.1      Procedure for and Status After Adoption.................................................................24
8.2      Termination of Participation By Adopting Subsidiary.....................................................24

ARTICLE IX - AMENDMENT AND/OR TERMINATION........................................................................25
9.1      Amendment or Termination of the Plan....................................................................25
9.2      No Retroactive Effect on Awarded Benefits...............................................................25
9.3      Effect of Termination...................................................................................25

ARTICLE X - FUNDING..............................................................................................26
10.1     Payments Under This Agreement are the Obligation of the Company.........................................26
10.2     Agreement May be Funded Through Rabbi Trust.............................................................26
10.3     Reversion of Excess Assets..............................................................................26
10.4     Participants Must Rely Only on General Credit of the Company............................................27

ARTICLE XI - MISCELLANEOUS.......................................................................................28
11.1     Limitation of Rights....................................................................................28
11.2     Distributions to Incompetents or Minors.................................................................28
11.3     Nonalienation of Benefits...............................................................................28
11.4     Reliance Upon Information...............................................................................29
11.5     Severability............................................................................................29
11.6     Notice..................................................................................................29

11.7     Gender and Number.......................................................................................29
11.8     Governing Law...........................................................................................29
11.9     Effective Date..........................................................................................29

SECOND AMENDED AND RESTATED

SYSCO CORPORATION

EXECUTIVE DEFERRED COMPENSATION PLAN

WHEREAS, Sysco Corporation has established the Sysco Corporation Executive Deferred Compensation Plan, effective July 3, 1988, which plan was last amended and restated in its entirety by an instrument dated August 16, 1995 (the "Plan"); and

WHEREAS, Sysco Corporation retained the right to amend the Plan at any time by an instrument in writing; and

WHEREAS, the Plan has been amended by the First Amendment to the Plan dated June 29, 1997, the Second Amendment to the Plan dated May 10, 2000, and the Third Amendment to the Plan dated April 1, 2002; and

WHEREAS, it has been determined that the Plan should again be restated to incorporate the First, Second and Third Amendments to the Plan so that the Plan, as amended, is set forth in one document; and

NOW, THEREFORE, Sysco Corporation amends and restates the Sysco Corporation Executive Deferred Compensation Plan as follows:

ARTICLE I

DEFINITIONS

1.1 Account. "Account" means a Participant's Account in the Deferred Compensation Ledger maintained by the Committee which reflects the entire interest of the Participant in the Plan, as adjusted herein for deemed Investment earnings and losses and credited interest.

1.2 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.

1.3 Board of Directors. "Board of Directors" means the Board of Directors of Sysco.

1.4 Bonus Deferral. "Bonus Deferral" shall have the meaning set forth in Section 3.1.

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

1.6 Change of Control. "Change of Control" means the occurrence of one or more of the following events:

(a) Any "person", including a "syndication" or "group" as those terms are used in Section 13(d)(3) of the Exchange Act, is or becomes the beneficial owner, directly or indirectly, of securities of Sysco representing 20% or more of the combined voting power of Sysco's then outstanding Voting Securities;

(b) Sysco is merged or consolidated with another corporation and immediately after giving effect to the merger or consolidation either (i) less than 80% of the outstanding Voting Securities of the surviving or resulting entity are then beneficially owned in the aggregate by (x) the stockholders of Sysco immediately prior to such merger or consolidation, or (y) if a record date has been set to determine the stockholders of Sysco entitled to vote on such merger or consolidation, the stockholders of Sysco as of such record date, or
(ii) the Board of Directors, or similar governing body, of the surviving or resulting entity does not have as a majority of its members the persons specified in clause (c) below;

(c) If at any time the following do not constitute a majority of the Board of Directors of Sysco (or any successor entity referred to in clause (b) above): Persons who, prior to their election as a director of Sysco (or successor entity if applicable) were nominated, recommended or endorsed by a formal resolution of the Board of Directors of Sysco;

(d) If at any time during a calendar year a majority of the directors of Sysco are not persons who were directors at the beginning of the calendar year; and

(e) Sysco transfers substantially all of its assets to another corporation which is a less than 80% owned subsidiary of Sysco.

1.7 Change of Control Payout Benefit. "Change of Control Payout Benefit" shall have the meaning set forth in Section 6.12(a)

1.8 Change of Control Payout Election. "Change of Control Payout Election" shall have the meaning set forth in Section 6.12(a).

1.9 Code. "Code" means the Internal Revenue Code of 1986, as amended from time to time.

1.10 Company. "Company" means Sysco and any Subsidiary adopting the Plan.

1.11 Company Match. "Company Match" shall have the meaning set forth in
Section 3.2.

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

1.13 Default Distribution Option. "Default Distribution Option" shall have the meaning set forth in Section 6.5(a).

1.14 Default Investment. "Default Investment" shall mean a hypothetical investment with an investment return equal to the monthly average of the Moody's Average Corporate Bond Yield for the calendar year ending prior to the beginning of the Plan Year, plus 1%, or such other Investment designated by the Committee as the "Default Investment" on Exhibit "A" attached hereto.

1.15 Deferrals. "Deferrals" shall mean Bonus Deferrals and Salary Deferrals.

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

1.17 Disability. "Disability" means a physical or mental condition that meets the eligibility requirements for the receipt of disability income under the terms of the Disability Income Plan sponsored by Sysco for those employees participating in the Management Incentive Plan.

1.18 Exchange Act. "Exchange Act" means the Securities Exchange Act of 1934, as amended from time to time.

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

1.20 Installment Distribution Option. "Installment Distribution Option" shall have the meaning set forth in Section 6.5(a).

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

1.22 Lump Sum Distribution Option. "Lump Sum Distribution Option" shall have the meaning set forth in Section 6.5(b).

1.23 Management Incentive Plan. "Management Incentive Plan" means the Sysco Corporation 1995 Management Incentive Plan and the Sysco Corporation 2000 Management Incentive Plan, as amended from time to time, any successor plan, and, at the discretion of the Committee, any other management incentive plan of Sysco.

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

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

1.26 Plan. "Plan" means the Sysco Corporation Executive Deferred Compensation Plan, as set forth in this document and amended from time to time.

1.27 Plan Year. "Plan Year" means a one-year period which 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.

1.28 Pre-April 1, 2002 Participant. "Pre-April 1, 2002 Participant" shall have the meaning set forth in Section 4.4(b).

1.29 Retirement. "Retirement" means any termination of the employment of a Participant from all Companies on or after attaining age 65.

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

1.31 Salary Deferral. "Salary Deferral" shall have the meaning set forth in Section 3.3.

1.32 Salary Deferral Election. "Salary Deferral Election" shall have the meaning set forth in Section 3.3.

1.33 Securities Act. "Securities Act" means the Securities Act of 1933, as amended from time to time.

1.34 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, by resolution of the Board of Directors or by the Committee, as a "Subsidiary" for purposes of this Plan.

1.35 Sysco. "Sysco" means Sysco Corporation, the sponsor of this Plan.

1.36 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.

1.37 Voting Securities. "Voting Securities" means any security which ordinarily possesses the power to vote in the election of the Board of Directors without the happening of any precondition or contingency.

ARTICLE II

ELIGIBILITY

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

ARTICLE III

PARTICIPANT DEFERRALS AND COMPANY CONTRIBUTIONS

3.1 Bonus Deferral Election. A Participant may elect prior to the beginning of any Plan Year what, if any, percentage of his MIP Bonus earned during the ensuing Plan Year is to be deferred under this Plan (any such amount so deferred, a "Bonus Deferral"). Prior to the period the Committee establishes for each Participant to make his election, the Committee will notify all eligible Participants of the maximum and minimum percentages of the MIP Bonus earned during the ensuing Plan Year that may be deferred. Once an election has been made as to the percentage to be deferred it becomes irrevocable for that Plan Year. The election to participate in the Plan for a given Plan Year will be effective only upon receipt by the Committee of the Participant's percentage deferral election on such form as will be determined by the Committee from time to time. If the Committee fails to receive an election prior to the beginning of a Plan Year, the Participant will be deemed to have elected not to defer any part of his MIP Bonus for that Plan Year.

3.2 Company Match. The Company will award each Participant who elects to defer a portion of his MIP Bonus under this Plan with an amount equal to 50% of that portion of the amount of the MIP Bonus deferred which is not in excess of 20% of his MIP Bonus, for a maximum match by the Company of 10% 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 Company Match take into account amounts deferred pursuant to
Section 3.3.

3.3 Salary Deferral Election. Any Participant may elect to defer under this Plan all or a portion of the Salary Compensation otherwise payable to the Participant by the Company (a "Salary Deferral Election"), which amount shall be designated by the Participant pursuant to such form as approved by the Committee for this purpose (any such amount so deferred, a "Salary Deferral"). To make a Salary Deferral Election, a Participant must complete, execute and file with the Committee a Salary Deferral Election form within the applicable deadlines set forth below. A Salary Deferral Election shall apply only with respect to the Plan Year, or portion thereof, specified in the Salary Deferral Election form, and shall be irrevocable as to the Salary Deferral percentage for such Plan Year. Notwithstanding anything in this Plan to the contrary, this
Section 3.3 shall not be effective for Salary Compensation payable before May 1, 2002.

(a) In General. To be effective, a Salary Deferral Election form must be received by the Committee prior to the beginning of the Plan Year for which the Salary Deferral Election is to be effective. If the Committee fails to receive a Salary Deferral Election form from a Participant prior to the beginning of a Plan Year, the Participant will be deemed to have elected not to make a Salary Deferral Election for that Plan Year.

(b) Election for First Year as Participant. Notwithstanding the foregoing provisions of Section 3.3(a), in the Plan Year in which an individual first becomes a Participant in the Plan, the Participant may elect to defer all or a portion of his or her Salary Compensation beginning with the payroll period next following the receipt of the Participant's Salary Deferral Election form provided that such Salary Deferral Election form is received by the Committee within 30 days of the date such individual is notified of his or her eligibility to participate in this Plan. If the Committee fails to receive such a Participant's Salary Deferral Election form within 30 days of the date such individual is notified of his or her eligibility to participate in this Plan, the Participant will be deemed to have elected not to make a Salary Deferral Election for such Plan Year. Elections by such a Participant for succeeding Plan Years shall otherwise be made in accordance with the foregoing provisions of
Section 3.3(a).

(c) Elections for First Year of Salary Deferral Feature. Notwithstanding the foregoing provisions of Sections 3.3(a) and 3.3(b), with respect to those individuals who are Participants as of April 1, 2002, a Salary Deferral Election form must be received by the Committee on or before April 15, 2002, to be effective with respect to any Salary Compensation payable on or after May 1, 2002 through the end of the Plan Year.

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

ARTICLE IV

ACCOUNT

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

4.2 Credit of the Participant's Bonus Deferral and the Company's Match. Upon completion of the Plan Year the Committee will 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 and will credit those amounts to the Participant's Account in the Deferred Compensation Ledger as of the July 1st 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 respect to Salary Deferrals on the same day of each month on which cash compensation would otherwise have been paid to a Participant, with a dollar amount equal to the total amount by which the Participant's cash compensation for such month was reduced in accordance with the Participant's Salary Deferral Election.

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

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

(b) Effective on and after April 1, 2002, those Participants who have Bonus Deferrals credited to their Account in the Deferred Compensation Ledger as of April 1, 2002 and who have not yet experienced an event giving rise to a distribution from the Plan pursuant to Sections 6.1, 6.2, 6.3, or 6.4 (a "Pre-April 1, 2002 Participant"),

shall make a designation of the Investments in which the credit balance of the Deferrals in their Account shall be deemed invested, which credit balance shall be determined by crediting interest through March 31, 2002 under the provisions of the Plan in effect before April 1, 2002, except Section 6.5 thereof. If no designation of Investments is made by a Pre- April 1, 2002 Participant on or before April 1, 2002 the credit balance of the Deferrals in the Participant's Account shall be deemed invested in the Default Investment as of April 1, 2002. Thereafter, such Pre-April 1, 2002 Participants shall have the right to change the Investments, including any Default Investments, in which the Deferrals in their Account are deemed invested in accordance with Section 4.4(c).

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

(d) In the case of any deemed purchase of an Investment, the Participant's Account shall be decreased by a dollar amount equal to the quantity of Investment treated as purchased 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, and shall be increased by the quantity of Investment treated as purchased. In the case of any deemed sale of an Investment, the Participant's Account shall be decreased by the quantity of Investment treated as sold, and shall be increased by a dollar amount equal to the quantity of 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.

(e) In the event a Participant or a Participant's Beneficiaries are entitled to receive a distribution pursuant to Sections 6.1, 6.2, 6.3 or 6.4, the deemed Investments in the Participant's Account shall be treated as sold and credited with a dollar value in accordance with Section 4.4(d) above as of the date of the event giving rise to the distribution pursuant to Sections 6.1, 6.2, 6.3 or 6.4. There shall be no additional credits or debits under this Plan for deemed Investment earnings or losses following the date of the event giving rise to the distribution pursuant to Sections 6.1, 6.2, 6.3 or 6.4.

(f) 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 amounts ultimately paid to a Participant.

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

4.5 Crediting of Interest on Company Match. Effective on and after April 1, 2002, interest will be credited on the Company Match in the Participant's Account in accordance with this Section 4.5. The interest rate to be applied shall be the monthly average of the Moody's Average Corporate Bond Yield for the calendar year ending prior to the beginning of the Plan Year, plus 1%. This rate, once established, will be used for the entire Plan Year. Interest shall be compounded annually, but credited on a daily basis.

4.6 Procedure to Credit Interest Upon an Event of Distribution.

(a) Crediting of Interest Prior to Commencement of Distribution. In the event a Participant or a Participant's Beneficiaries are entitled to receive a distribution pursuant to Sections 6.1, 6.2, 6.3 or 6.4, the Participant's Account, as adjusted pursuant to Section 4.4(e), shall be credited with interest for the period beginning on the day following the day in which the event giving rise to the distribution occurs and ending on the last day of the month in which distribution payments commence. The interest rate shall be the interest rate determined under Section 4.5.

(b) Installment Distribution Option. In the event that all or a 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 Participant's Account which is to be paid pursuant to the Installment Distribution Option beginning immediately after the first installment is due and continuing until the final installment distribution is paid. The interest rate to be applied will be that rate determined under Section 4.5 for the last calendar year ending prior to the event giving rise to the distribution. This rate, once established, will be used until the distribution is complete and will be compounded annually.

(c) Effective Date. This Section 4.6 shall apply to distributions made pursuant to distribution events that occur on and after April 1, 2002. The interest rate determined under the provisions of the Plan in effect before April 1, 2002 shall continue to be used for distributions made after April 1, 2002 attributable to distribution events that occurred before April 1, 2002.

ARTICLE V

VESTING

5.1 Deferrals. The amount credited to a Participant's Account attributable to Deferrals, adjusted for deemed Investment earnings and losses pursuant to Section 4.4, shall be 100% vested at all times, except that deemed Investment earnings are subject to forfeiture under Sections 6.6 and 6.7.

5.2 Company Match. Each Company Match together with interest accumulated on those matches pursuant to Section 4.5 will vest on (a) the tenth anniversary of the date as of which the Company Match was credited to the Participant's Account, (b) the Participant's attaining age 60, (c) the Participant's death, (d) the Participant's Disability, or (e) a Change of Control, whichever shall occur earliest except for the events of forfeiture described in Sections 6.6 and 6.7 and any reduction caused by the restriction in
Section 6.10.

ARTICLE VI

DISTRIBUTIONS

6.1 Death. Upon the death of a Participant, the Participant's Beneficiary or Beneficiaries will receive the amount credited to the Participant's Account in the Deferred Compensation Ledger pursuant to the distribution option selected by the Participant under Section 6.5.

Each Participant, upon making his initial deferral election, will file with the Committee a designation of one or more Beneficiaries to whom distributions otherwise due the Participant will be made in the event of his death prior to the complete distribution of the amount credited to his Account in the Deferred Compensation Ledger. The designation will be effective upon receipt by the Committee of a properly executed form which the Committee has approved for that purpose. The Participant may from time to time revoke or change any designation of Beneficiary by filing another approved Beneficiary designation form with the Committee. If there is no valid designation of Beneficiary on file with the Committee at the time of the Participant's death, or if all of the Beneficiaries designated in the last Beneficiary designation have predeceased the Participant or, in the case of an entity, otherwise ceased to exist, the Beneficiary will be the Participant's spouse, if the spouse survives the Participant, or otherwise the Participant's estate. A Beneficiary who is an individual will 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 will, unless the Participant's designation provides otherwise, be distributed to the individual deceased Beneficiary's estate or, in the case of an entity, to the Participant's spouse, if the spouse survives the Participant, or otherwise to the Participant's estate. Any Beneficiary designation which designates any person or entity other than the Participant's spouse must be consented to in writing by the Participant's spouse in a form acceptable to the Committee in order to be effective.

6.2 Disability. Upon the Disability of a Participant, the Participant will receive the amount credited to the Participant's Account in the Deferred Compensation Ledger pursuant to the distribution option selected by the Participant under Section 6.5.

6.3 Retirement. Upon the Retirement of a Participant, the Participant will receive the amount credited to his Account in the Deferred Compensation Ledger pursuant to the distribution option selected by the Participant under
Section 6.5.

6.4 Termination Prior to Death, Disability or Retirement. Upon a Participant's termination from the employ of all Companies on or after age 60 but prior to death, Disability or Retirement, the Participant will receive the amount credited to his Account in the Deferred Compensation Ledger pursuant to the distribution option selected by the Participant under Section 6.5. Notwithstanding anything in this Plan to the contrary, upon a Participant's termination from the employ of all Companies prior to both (a) age 60 and (b) death or Disability, the Participant will receive the portion of the amount credited to his Account in the Deferred Compensation Ledger which is vested under Article V in one lump sum cash payment, plus interest credited pursuant to
Section 4.6(a), as soon as administratively feasible after the Participant's termination but not later than 90 days after the Participant's termination. Any amounts not then vested will be forfeited.

6.5 Distribution Options. Each Participant shall have the right to elect, to revoke, or to change any prior election of the form of distribution at the time and under the rules established by the Committee. A Participant may elect a different form of distribution for each distribution event, other than a distribution event for which the Participant's Account is required to be paid in the form of a lump sum in accordance with Section 6.4. The initial election of form of distribution if received by the Committee in proper form prior to the deferral of any amounts under the Plan shall be effective upon receipt. All other elections of form of distribution and all revocations or changes of election of form of distribution shall be effective only if the election, revocation or change is received by the Committee in proper form one year prior to the event giving rise to the distribution under this Plan; provided, however, that if a Pre-April 1, 2002 Participant files a properly executed distribution option election form with the Committee within 30 days after April 1, 2002, such Pre-April 1, 2002 Participant's election of form of distribution shall be effective immediately. During that one-year period prior to the effective date of such an election, revocation or change, the last effective election, revocation or change made by the Participant shall continue to remain in force. If at the time of the event giving rise to the distribution under this Plan there is no valid designation of distribution option on file with the Committee, the Participant's Account shall be distributed pursuant to the Default Distribution Option described below. The distribution options that may be selected by Participants pursuant to this Section 6.5 are as follows:

(a) Installment Distribution Option. If a Participant selects the "Installment Distribution Option", the Participant or the Participant's Beneficiaries shall receive the Participant's Account in the Deferred Compensation Ledger in equal quarterly or annual (as selected by the Participant) installments of principal and interest pursuant to Section 4.6 for up to 20 years (as selected by the Participant). The "Default Distribution Option" shall be the Installment Distribution Option payable annually over 15 years.

(b) Lump Sum Distribution Option. If the Participant selects the "Lump Sum Distribution Option", the Participant or the Participant's Beneficiaries shall be paid the Participant's Account in the Deferred Compensation Ledger, plus interest credited pursuant to Section 4.6(a).

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

Distributions pursuant to this Section 6.5 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 that in the case of the death of the Participant, distributions shall not commence within the 30-day period following the Participant's death.

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

Years following the Plan Year in which a Change of Controls occurs unless an arbitrator selected to review the Committee's findings agrees with the Committee's determination to apply the forfeiture. The arbitrator will be selected by permitting the Company and the Participant to strike one name each from a panel of three names obtained from the American Arbitration Association. The person whose name is remaining will be the arbitrator.

6.7 Forfeiture for Competition. If at the time a distribution is being made or is to be made to a Participant, the Committee finds after full consideration of the facts presented on behalf of the Company and the Participant, that the Participant at any time within two years from his termination of employment from all Companies which adopted this Plan, and without written consent of the Company, directly or indirectly owns, operates, manages, controls or participates in the ownership, management, operation or control of or is employed by, or is paid as a consultant or other independent contractor by a business which competes or at any time did compete with the Company by which he was formerly employed in a trade area served by the Company at the time distributions are being made or to be made and in which the Participant had represented the Company while employed by it; and, if the Participant continues to be so engaged 60 days after written notice has been given to him, the Committee will forfeit all amounts otherwise due the Participant, exclusive of the lesser of (a) the total Deferrals of the Participant, without any adjustments for deemed Investment earnings and losses pursuant to Section 4.4, or (b) the credit balance of the Participant's Account attributable to Deferrals, taking into account the adjustments for deemed Investment earnings and losses pursuant to Section 4.4, even though it may have been previously vested under Article V. Notwithstanding the foregoing, the forfeiture created by this Section will not apply to any Participant whose termination of employment from all Companies which adopted this Plan occurs during the Plan Year in which a Change of Control occurs or during the next three succeeding Plan Years following the Plan Year in which a Change of Control occurs.

6.8 Hardship Withdrawals. Any Participant who is in pay status may request a hardship withdrawal. No hardship withdrawal can exceed the lesser of the amount credited to the Participant's Account or the amount reasonably needed to satisfy the emergency need. Whether a hardship exists and the amount reasonably needed to satisfy the emergency need will be determined by the Committee based upon the evidence presented by the Participant and the rules established in this Section. If a hardship withdrawal is approved by the Committee it will be paid within 10 days of the Committee's determination. A hardship for this purpose is a severe financial hardship to the Participant resulting from a sudden and unexpected illness or accident of the Participant or of a dependent (as

defined in Section 152(a) of the Internal Revenue Code of 1986, as amended) of the Participant, loss of the Participant's property due to casualty, or any similar extraordinary and unforeseeable circumstance arising as a result of events beyond the control of the Participant. The circumstances that will constitute a hardship will depend upon the facts of each case, but, in any case, payment may not be made to the extent that the hardship is or may be relieved:
(a) through reimbursement or compensation by insurance or otherwise, (b) by liquidation of the Participant's assets, to the extent the liquidation of such assets will not itself cause severe financial hardship, or (c) by cessation of deferrals under this Plan. Such foreseeable needs for funds as the need to send a Participant's child to college or the desire to purchase a home will not be considered to be a hardship.

6.9 Expenses Incurred in Enforcing the Plan. The Company will, in addition, pay a Participant for all legal fees and expenses incurred by him in contesting or disputing his termination or in seeking to obtain or enforce any benefit provided by this Plan if the termination occurs in the Plan Year in which a Change of Control occurs or during the next three succeeding Plan Years following the Plan Year in which a Change of Control occurs except to the extent that the payment of those fees or expenses are restricted under Section 6.10.

6.10 Restrictions on any Portion of Total Payments Determined to be Excess Parachute Payments. In the event that any payment or benefit received or to be received by a Participant in connection with a Change of Control of Sysco, or the termination of his employment by the Company would not be deductible, whether in whole or in part, by the Company or any affiliated company, as a result of Section 280G of the Code and a reduction under the Sysco Corporation Supplemental Executive Retirement Plan is not sufficient to cause all benefits paid under this Plan to be deductible, the benefits payable under this Plan shall be reduced until no portion of the Total Payments is not deductible as a result of Section 280G of the Code, or the benefits payable under this Agreement have been reduced to an amount equal to the credit balance of the Participant's Account attributable to Deferrals, as adjusted for deemed Investment earnings and losses pursuant to Section 4.4. In determining this limitation: (a) no portion of the Total Payments which the participant has waived in writing prior to the date of the payment of benefits under this Plan will be taken into account, (b) no portion of the Total Payments which tax counsel, selected by the Company's independent auditors and acceptable to the Participant, 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, selected by the Company's independent auditors and acceptable to the Participant,

determines to be reasonable compensation for services rendered within the meaning of Section 280G(d)(4)(B) of the Code will be treated as an "excess parachute payment" in the manner provided by Section 280G(d)(4)(B), and (d) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments will be determined by the Company's independent auditors in accordance with Sections 280G(b)(3) and (4) of the Code.

6.11 Responsibility for Distributions and Withholding of Taxes. The Committee will 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 will 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. If a Participant has deferred compensation under the Plan while in the service of more than one Company, each Company for which the Participant was working will reimburse the disbursing agent for the amount attributable to compensation deferred while the Participant was in the service of that Company if it has not already provided that funding to the disbursing agent.

6.12 Acceleration of Payments Upon a Change of Control.

(a) If there is a Change of Control of Sysco, then any Participant or, if the Participant is deceased, the Participant's Beneficiary, shall be entitled to make an election (a "Change of Control Payout Election") to receive a lump sum payment in full satisfaction of all benefits to which the Participant or Beneficiary would otherwise be entitled under the Plan. A Change of Control Payout Election shall be made by written notice to the Committee by the electing person at any time after the Change of Control of Sysco. The payment (the "Change of Control Payout Benefit") shall be made as soon as administratively feasible after receipt of the Change of Control Payout Election, but no later than 90 days from the date of receipt of the Change of Control Payout Election. If a Participant or Beneficiary makes a Change of Control Payout Election, the Change of Control Payout Benefit shall be the exclusive payment to which the Participant, the Participant's spouse and/or the Beneficiary will be eligible under the Plan and no benefit payments shall be made to a Participant or the Participant's Beneficiary pursuant to any other provision of this Plan following a Change of Control Payout Election, provided that a Participant who remains employed by the Company after making the Change of Control Payout Election shall not be precluded from further participation in the Plan with respect to future Deferrals pursuant to Sections 3.1 and 3.3, and Company Match pursuant to Section 3.2, to the extent such Participant otherwise continues to be eligible therefor.

(b) Subject to reduction pursuant to Sections 6.6, 6.7 and/or 6.10 hereof, a Participant's Change of Control Payout Benefit shall be determined as follows:

(i) If the Participant or the Participant's Beneficiary has not received any payments pursuant to the Plan on or prior to the Change of Control Payout Election, the Change of Control Payout Benefit shall equal 90% of the balance of the Participant's Account as of the date of the Change of Control Payout Election.

(ii) If the Participant or the Participant's Beneficiary has received payments pursuant to the Plan on or prior to the Change of Control Payout Election, the "Change of Control Payout Benefit" shall equal the sum of (A) 90% of the remaining principal balance of the installment payments due the Participant or the Participant's Beneficiary as of the date of the Change of Control Payout Election, and (B) interest on such remaining principal balance, determined pursuant to Section 4.6(a) hereof from the date of the last installment paid pursuant to the Plan with respect to the such Participant or Beneficiary through the date of payment of the Change of Control Payment Benefit.

ARTICLE VII

ADMINISTRATION

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

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

7.3 Powers of the Committee. The Committee will have the exclusive responsibility for the general administration of the Plan according to the terms and provisions of the Plan and will 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 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 it shall be decided by judicial action; and

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

(f) to delegate by written notice those clerical and recordation duties of the Committee, as it deems necessary or advisable for the proper and efficient administration of the Plan; and

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

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

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

ARTICLE VIII

ADOPTION BY SUBSIDIARIES

8.1 Procedure for and Status After Adoption. Any Subsidiary may, with the approval of the Committee, adopt this Plan by appropriate action of its board of directors. The terms of the Plan will apply separately to each Subsidiary adopting the Plan and its Participants in the same manner as is expressly provided for Sysco and its Participants except that the powers of the Board of Directors and the Committee under the Plan will be exercised by the Board of Directors of Sysco alone. Sysco and each Subsidiary adopting the Plan will 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 will be the sole obligation of the Company that is employing the Participant and will not bind any other Company.

8.2 Termination of Participation By Adopting Subsidiary. Any Subsidiary adopting the Plan may, by appropriate action of its board of directors, terminate its participation in the Plan. The Committee may, in its discretion, also terminate a Subsidiary's participation in the Plan at any time. The termination of the participation in this Plan by a Subsidiary will not, however, affect the rights of any Participant who is working or has worked for the Subsidiary as to amounts previously standing to his credit in his Account in the Deferred Compensation Ledger, including, without limitation, all of the Participant's rights pursuant to Sections 4.4 and 4.5 with respect to amounts deferred by him and matched by the Company and credited to his Account, prior to the distribution of those funds to the Participant, without his consent.

ARTICLE IX

AMENDMENT AND/OR TERMINATION

9.1 Amendment or Termination of the Plan. The Board of Directors may amend or terminate this Plan at any time by an instrument in writing without the consent of any adopting Company.

9.2 No Retroactive Effect on Awarded Benefits. No amendment will affect the rights of any Participant to the amounts then standing to his credit in his Account in the Deferred Compensation Ledger, to change the method of calculating Investment earnings and losses already accrued, or the rate of interest already accrued or to accrue in the future on the Participant's Company Match prior to the date of the amendment, or to change a Participant's rights under any provision relating to a Change of Control after a Change of Control has occurred without the Participant's consent. However, the Board of Directors shall retain the right at any time to change in any manner the method of calculating Investment earnings and losses, effective from and after the date of the amendment, and the method or the rate of interest on a Participant's Company Match received after the date of the amendment, if in both cases the amendment has been announced to the Participants.

9.3 Effect of Termination. If the Plan is terminated, all amounts deferred by Participants and matched by the Company and credited to a Participant's Account will immediately vest under Article V, and Section 4.4 will be applied as if the Participant were entitled to and did retire on the date the Plan terminated. Distribution would then, as soon as conveniently practicable, commence in accordance with Section 6.3 and interest during the distribution period would be calculated and credited in accordance with Section
4.6. The forfeiture provisions of Sections 6.6 and 6.7, the restriction set out in Section 6.10, and Section 6.12 would continue to apply throughout the period of distribution.

ARTICLE X

FUNDING

10.1 Payments Under This Agreement are the Obligation of the Company. The Company will pay the benefits due the Participants under this Plan; however should it fail to do so when a benefit is due, the benefit will be paid by the trustee of that certain trust established pursuant to Section 10.2. 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 Agreement 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 sufficient 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 signatory to this Plan. However, under all circumstances, the Participants will 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 will be no greater than the rights expressed in this agreement. Nothing contained in the trust agreement which creates the funding trust will constitute a guarantee by any Company that assets of the Company transferred to the trust will 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 agreement must specifically set out these principles so it is clear in that trust agreement that the Participants in this Plan are only unsecured general creditors of the Company in relation to their benefits under this Plan.

10.3 Reversion of Excess Assets. Any adopting Company may, at any time, request the recordkeeper 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 in accordance with
Section 4.4 and credited interest pursuant to Section 4.5, as of the month end coincident with or next preceding the request, of all Participants and Beneficiaries of deceased Participants for which all Companies are or will be obligated to make payments under this Plan. If the fair market value of the assets held in the trust, as determined by the Trustee as of that same date, exceeds the total of the 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 hereunder. Under all circumstances the rights of Participants to any asset held by the Company will be no greater than the rights expressed in this agreement. Nothing contained in this agreement will constitute a guarantee by the Company that the assets of the Company will be sufficient to pay any benefits under this Plan or would place the Participant in a secured position ahead of general creditors of the Company. Though the Company may establish or become a signatory to a Rabbi Trust, as indicated in Section 10.2, 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 agreement. No specific assets of the Company have 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 such assets from being subject to the general creditors of the Company.

ARTICLE XI

MISCELLANEOUS

11.1 Limitation of Rights. Nothing in this Plan will 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;

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

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

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

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

11.3 Nonalienation of Benefits. No right or benefit provided in this Plan will 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 will 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 will 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 will, in the discretion of the Committee, cease. In that event, the Committee may have the Company hold or apply the right or benefit or any part of it to the benefit of the Participant or Beneficiary, his or her spouse, children or other dependents or any of them in any manner and in any proportion the Committee believes to be proper in its sole and absolute discretion, but is not required to do so.

11.4 Reliance Upon Information. The Committee will not be liable for any decision or action taken in good faith in connection with the administration of this Plan. Without limiting the generality of the foregoing, any decision or action taken by the Committee when it relies upon information supplied it by any officer of the Company, the Company's legal counsel, the Company's independent accountants or other advisors in connection with the administration of this Plan will 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 will remain in full force and effect and will in no way be affected, impaired or invalidated.

11.6 Notice. Any notice or filing required or permitted to be given to the Committee or a Participant will 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 will be deemed to be given as of the date of hand-delivery or if delivery is by mail, as of the date shown on the postmark.

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

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

11.9 Effective Date. This Plan will be operative and effective on July 3, 1988.

IN WITNESS WHEREOF, the Company has executed this document as of April 1, 2002, restating the Plan to incorporate the First Amendment executed June 29, 1997, Second Amendment dated May 10, 2000, and Third Amendment dated April 1, 2002, into the amended and restated Plan executed August 15, 1995.

SYSCO CORPORATION

By:    /s/ Diane Day Sanders
   --------------------------------------
Name:    Diane Day Sanders
     ------------------------------------
Title:   Vice President and Treasurer
      -----------------------------------

EXHIBIT "A"

INVESTMENT OPTIONS

[ATTACHED]

Effective April 1, 2002

SYSCO CORPORATION
EXECUTIVE DEFERRED COMPENSATION PLAN

INVESTMENT OPTIONS

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

         FUND                                             FUND MANAGER
         ----                                             ------------
Fidelity VIP Growth                            Fidelity Management & Research Co.
Large Cap Value                                T. Rowe Price Associates Inc.
Equity Index                                   SSgA Funds Management
Small/Mid Cap CORE                             Goldman Sachs Asset Management
Frontier Capital Appreciation                  Frontier Capital Management
Small Cap Value                                T. Rowe Price Associates Inc.
Brandes International Equity                   Brandes Investment Partners
Emerging Markets Equity                        Morgan Stanley Investment Management
Bond Index                                     Mellon Bond

OTHER

Moody's Average Corporate Bond Yield, plus 1%, as described in Section 1.14 of the Plan.

EXHIBIT 10(dd)

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

THIS FIRST AMENDMENT TO THE SECOND AMENDED AND RESTATED SYSCO

CORPORATION EXECUTIVE DEFERRED COMPENSATION PLAN (this "Amendment").

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

WHEREAS, the Board of Directors of Sysco has determined to amend the Plan so as to permit accelerated distributions upon participant request, subject to certain conditions.

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

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

1. Article I is hereby amended by deleting Sections 1.7 ("Change of Control Payout Benefit") and 1.8 ("Change of Control Payout Election") in their entirety.

2. Section 6.12 of the Plan is hereby amended in its entirety to read as follows:

"6.12 Accelerated Distribution.

(a) Availability. Subject to the additional conditions and limitations set forth in Sections 6.12(d) and 6.12(e) and the forfeiture penalty pursuant to Section 6.12(b), Participants and Beneficiaries may elect, by written request to the Committee, to withdraw in a single lump sum payment all or a portion of their Account as described below (any amount elected to be withdrawn pursuant to this Section 6.12(a) shall hereinafter be referred to as the "Elected Amount"). An election that does not comply with all of the requirements of this Section 6.12, including an election to withdraw an amount that is less than the amount permitted by
Section 6.12(e), shall be void and of no effect.

(i) Non-Pay Status Participants Less Than Age Sixty. Prior to reaching age sixty (60), a Participant who has not experienced a distribution event under Sections 6.1, 6.2, 6.3 or 6.4, may elect to withdraw all or a portion of the Deferrals (including deemed Investment earnings and losses) credited to his or her Account, valued as of the date the Accelerated Distribution election is received; provided, however, that if the Accelerated Distribution Election is received within two (2) years after a Change of Control, such Participant may also elect to withdraw all or a portion of the Company Match (including Interest credited thereon) credited to the Participant's Account, valued as of the date the Accelerated Distribution election is received.

(ii) Non-Pay Status Participants Age Sixty or Older. A Participant who is age sixty (60) or older and who has not experienced a distribution event under Sections 6.1, 6.2, 6.3 or 6.4 may elect to withdraw all or a portion of his or her Account, valued as of the date the Accelerated Distribution election is received.

(iii) Pay Status Participants and Beneficiaries. A Participant or Beneficiary who is receiving installment payments under the Plan may elect to withdraw all or a portion of the Participant's Account valued as of the date the Accelerated Distribution election is received.

A distribution made pursuant to this Section 6.12 (an "Accelerated Distribution") shall be made as soon as administratively feasible after the Committee's receipt of the Participant's or Beneficiary's election to receive an Accelerated Distribution, but no later than ninety (90) days following the Committee's receipt of such election.

(b) Forfeiture Penalty. In the case of an Accelerated Distribution, ten percent (10%) of the Elected Amount shall be permanently forfeited (the "Forfeited Amount"), and such Forfeited Amount shall be deducted from the Elected Amount (the amount to be distributed to the Participant after reducing the Elected Amount by the Forfeited Amount shall hereinafter be referred to as the "Distributed Amount"). Neither the Participant nor the Participant's Beneficiary shall have any right or claim to the Forfeited Amount, and the Company shall have no obligation whatsoever to the Participant, the Participant's Beneficiary or any other person with regard to the Forfeited Amount.

(c) Procedure to Credit Interest and/or Deemed Investment Earnings and Losses.

(i) Non-Pay Status Participants. In the case of a Participant who has not experienced a distribution event under Sections 6.1, 6.2, 6.3 or 6.4 prior to the date the Accelerated Distribution election is received, the Distributed Amount shall (A) be converted into a dollar value in accordance with Section 4.4(e) as of the date the Accelerated Distribution election is received, and (B) interest shall be credited to such Distributed Amount beginning on the day following the date the Accelerated Distribution election is received and ending on the last day of the month in which the Accelerated Distribution is paid. The interest rate shall be the interest rate determined under Section 4.5. The Distributed Amount and the Forfeited Amount shall be deemed to reduce the Deferrals (including deemed Investment earnings and losses) and Company Match (including Interest credited thereon) credited to the Participant's Account pro rata in accordance with the Fair Market Value of such Deferrals and Company Match as of the date the Accelerated Distribution election is received, and the reduction to be made with respect to Deferrals shall be applied to the Investments designated by the Participant pro rata in accordance with the Fair Market Value of such Investments as of the date the Accelerated Distribution election is received; provided, however, that no reduction shall be made to the Company Match (including Interest credited thereon) credited to the Participant's Account unless the Participant was entitled to withdraw such Company Match in accordance with Section 6.12(a) when the Accelerated Distribution election was received. The undistributed portion of the Participant's Account that is not forfeited pursuant to Section 6.12(b) shall continue to be treated as invested in the Investments designated by the Participant in accordance with Section 4.4 or credited with interest in accordance with Section 4.5.

(ii) Pay Status Participants and Beneficiaries. In the case of a Participant or a Beneficiary who is receiving the Participant's Account in installments, interest shall continue to be credited in accordance with
Section 4.6(b) on the Distributed Amount until the Accelerated Distribution is paid. In addition, the undistributed portion of the Account that is not forfeited pursuant to Section 6.12(b) shall continue to be credited with interest in accordance with Section 4.6(b), and shall be distributed to the Participant or the Beneficiary in equal installments, recalculated to take into account the amounts withdrawn and forfeited from the

Participant's Account pursuant to this Section 6.12, over the remaining installment period.

(d) Suspension from Deferrals. A Participant who receives an Accelerated Distribution shall be prohibited from making Deferrals under the Plan beginning with the first payroll period coincident with or following the date the Accelerated Distribution is paid and continuing for the remainder of such Plan Year and the immediately following Plan Year (the "Suspension Period"). Any election previously made by the Participant with respect to Deferrals for the Suspension Period shall be void and of no effect. This Section 6.12(d) shall not apply to a Participant who makes an Accelerated Distribution election during the two-year period following a Change of Control.

(e) Additional Conditions. Notwithstanding anything in this Section 6.12 to the contrary, in no event shall (i) the Elected Amount be less than twenty-five percent (25%) of the amount available to be withdrawn by the Participant pursuant to Section 6.12(a) as of the date the Accelerated Distribution Election is received and (ii) any Participant or Beneficiary be permitted to receive more than one Accelerated Distribution in any Plan Year, provided that a Participant or Beneficiary may receive two Acceleration Distributions in a single Plan Year if the second Accelerated Distribution election is made after a Change of Control.

(f) Construction in the Case of Beneficiaries. For purposes of this Section 6.12, in the case of an Accelerated Distribution election made by a Beneficiary, all references to the "Participant's Account" or "Account" shall be deemed to refer to the portion of the Account to be distributed to such Beneficiary. For the avoidance of doubt, if there is more than one Beneficiary that is then receiving the Participant's Account in installments, an Accelerated Distribution election made by one Beneficiary shall have no effect on the portion of the Participant's Account to be distributed to the other Beneficiaries."

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

IN WITNESS WHEREOF, the Company has caused this First Amendment to be executed as of this 12th day of July, 2002.

SYSCO CORPORATION

                                        By:    /s/ Diane Day Sanders
                                            ----------------------------------
                                        Name:     Diane Day Sanders
                                             ---------------------------------
                                        Title:  Vice President and Treasurer
                                              --------------------------------



ATTEST:

By:   /s/ Michael C. Nichols
    ---------------------------------
Title:  Vice President, General
        Counsel and Corporate
        Secretary
       ------------------------------

EXHIBIT 10(ee)

THIRD AMENDMENT TO
THE FIFTH AMENDED AND RESTATED
SYSCO CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

THIS THIRD AMENDMENT TO THE FIFTH AMENDED AND RESTATED SYSCO

CORPORATION SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (this "Amendment").

WHEREAS, Sysco Corporation has adopted that certain Fifth Amended and Restated Sysco Corporation Supplemental Executive Retirement Plan (the "Plan") pursuant to a plan document executed July 7, 1997, as amended by that certain First Amendment thereto dated as of June 29, 1997 and that certain Second Amendment dated as of May 10, 2000; and

WHEREAS, the Board of Directors of Sysco has determined to amend the Plan to make certain changes to (i) the definition of "Change of Control" and
(ii) the period of time a Beneficiary must survive the Participant in order to receive the Participant's benefits under the Plan following the Participant's death.

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

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

1. Clause (b) of Section 1.5 of the Plan is hereby amended in its entirety to read as follows:

"(b) Sysco is merged or consolidated with another corporation and immediately after giving effect to the merger or consolidation either (i) less than 80% of the outstanding Voting Securities of the surviving or resulting entity are then beneficially owned in the aggregate by (x) the stockholders of Sysco immediately prior to the merger or consolidation, or (y) if a record date has been set to determine the stockholders of Sysco entitled to vote on the merger or consolidation, the stockholders of Sysco as of that record date, or
(ii) the Board of Directors, or similar governing body, of the surviving or resulting entity does not have as a majority of its members the persons specified in clause (c) below;"

2. Clause (c) of Section 1.5 of the Plan is hereby amended in its entirety to read as follows:

"(c) If at any time the following do not constitute a majority of the Board of Directors of Sysco (or any successor entity referred to in clause (b) above): Persons who, prior to their election as a director of Sysco (or successor entity if applicable) were nominated, recommended or endorsed by a formal resolution of the Board of Directors of Sysco;"

3. The second sentence of Section 5.6(c) of the Plan is hereby amended in its entirety to read as follows:

"A Beneficiary must survive the Participant by 30 days in order to be considered to be living on the date of the Participant's death."

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

IN WITNESS WHEREOF, the Company has caused this Third Amendment to be executed as of this 12th day of July, 2002.

SYSCO CORPORATION

                                        By:  /s/ Diane Day Sanders
                                            -----------------------------------
                                        Name:     Diane Day Sanders
                                             ----------------------------------
                                        Title:  Vice President and Treasurer
                                              ---------------------------------




ATTEST:

By: /s/ Michael C. Nichols
    ---------------------------------
Title:  Vice President, General
        Counsel and Corporate
        Secretary
       ------------------------------