EIGHTH AMENDED AND RESTATED SYSCO CORPORATION SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

Exhibit 10.2
Execution Verson

EIGHTH AMENDED AND RESTATED

SYSCO CORPORATION

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

Effective June 28, 2008

TABLE OF CONTENTS

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TABLE OF CONTENTS
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EIGHTH AMENDED AND RESTATED
SYSCO CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

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

           WHEREAS , Sysco’s Board of Directors (the “ Board of Directors ”) amended and restated the SERP pursuant to that certain Seventh Amended and Restated Sysco Corporation Supplemental Executive Retirement Plan (the “ Current Plan ”), effective as of June 28, 2008, which, among other things provided that after June 28, 2008, the category of future MIP participants who are eligible to participate in the SERP was limited in contemplation of providing such new MIP participants with a new non-qualified deferred compensation program;

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

           WHEREAS , the Board of Directors has determined that it is in the best interests of Sysco and its stockholders to further amend and restate the Current Plan effective June 28, 2008, by: (i) modifying the group of MIP participants eligible to participate in the SERP; (ii) adding an Appendix I to the Current Plan, entitled the Sysco Corporation MIP Retirement Program, which is the new non-qualified deferred compensation program for those individuals who first become MIP participants after June 28, 2008 but who are not otherwise eligible to participate in the SERP; (iii) clarifying the order in which the parachute payment cutback provision applies to the SERP, the Program (as defined herein) and the EDCP (as defined herein) in the event of a change of control of Sysco; (iv) removing the provisions relating to the termination of employment of a participant as a result of disability; (v) making such amendments as are necessary for compliance with Section 409A (as defined herein); and (vi) making certain other changes and clarifications to the Current Plan.

           NOW, THEREFORE , Sysco hereby adopts the Eighth Amended and Restated Sysco Corporation Supplemental Executive Retirement Plan, effective as of June 28, 2008, as follows:

ARTICLE I

DEFINITIONS

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

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

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

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

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

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

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

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

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

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

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

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

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

          (b) Individuals who, as of July 1, 2008, constitute the Board of Directors (the “ Incumbent Board ”) cease for any reason to constitute at least a majority of the Board of Directors; provided, however , that any individual becoming a director subsequent to July 1, 2008 whose election, or nomination for election by Sysco’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE II

ELIGIBILITY & CONTINUED PARTICIPATION

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

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

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

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

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

     2.4 Participation in this Plan and the Program. An employee participating in the Program who becomes a Participant in this Plan shall accrue benefits under this Plan and shall continue to accrue benefits under the Program, subject to the terms and conditions of each.

     2.5 No Transfers from this Plan to the Program . An employee participating in this Plan or who has participated in this Plan and who is not nor has not otherwise participated in the Program shall not be eligible to participate in the Program.

ARTICLE III

VESTING

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

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

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

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

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

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

ARTICLE IV

VESTED ACCRUED BENEFIT & RETIREMENT BENEFIT

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

          (a) Eligible Earnings. “Eligible Earnings” means, for a given Plan Year, the sum of the Participant’s: (i) salary, including salary deferred under the EDCP, and (ii) to the extent described in the table below: (A) all or a portion of the bonus earned under the MIP (“ MIP Bonus ”) and (B) the bonus earned under the Sysco Corporation 2006 Supplemental Performance Based Bonus Plan (“ Supplemental Performance Bonus ”), even if the amounts described above were earned before the individual became a Participant.

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

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

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

               (i) the Participant becomes a Frozen Participant,

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     4.5 Benefit Commencement Date .

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

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

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

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

               (iii)  Committee Discretion . Notwithstanding the above, the Committee acting in its sole discretion at any time prior to December 31, 2008, consistent with the transition relief under Section 409A, may accelerate the Benefit Commencement Date of a Participant’s Retirement Benefit provided that (i) the Committee’s exercise of such discretion may only apply to amounts that would not otherwise be payable during 2008; and (ii) may not cause an amount not otherwise payable during 2008 to be paid during 2008.

     4.6 Form of Payment .

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

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

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

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

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

     4.9 Delay of Payments under Section 409A of the Code . Notwithstanding any provision of Sections 4.5 and 4.7 to the contrary, if the distribution of a Retirement Benefit under Section 4.5 (and, if applicable, a Temporary Supplement under Section 4.7) to a Participant who is a Specified Employee result from such Participant’s Retirement or Vested Separation, such distributions shall not commence earlier than the date that is six (6) months after the date of such Participant’s Retirement or Vested Separation if such earlier commencement would result in the imposition of tax under Section 409A. If distributions to a Participant are so delayed, such distributions shall commence at the later of (a) the first day of the month coincident with or next following the date that is six (6) months after the Participant’s Retirement or Vested Separation date; or (b) the Participant’s Benefit Commencement Date. If a Participant’s distributions are delayed by reason of clause (a), above, the aggregate amount of any such delayed payments, together with interest on such delayed payments (calculated using the interest rate used for determining Actuarial Equivalence), shall be paid to the Participant on such delayed commencement date.

ARTICLE V

FROZEN PARTICIPATION & DISABILITY

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

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

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

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

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

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

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

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

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

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

ARTICLE VI

DEATH BENEFIT

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

additional benefit shall be paid under the Program. Otherwise, the value of the death benefit determined pursuant to either Section 6.3(a)(i)(B)(x) or 6.3(a)(ii)(B)(x), as applicable, shall be paid under this Plan and the value of the death benefit determined pursuant to either Section 6.3(a)(i)(B)(y) or 6.3(a)(ii)(B)(y), as applicable, shall be paid under the Program.

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

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

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

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

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

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

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

death benefit precedes the month in which the Participant would have attained age sixty-five (65), adjusted, as applicable, to take into account the form of such Participant’s Retirement Benefit under Section 4.6.

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

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

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

          (a) Joint and Survivor Annuity .

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

               (ii)  Death of Both Participant and Spouse during Ten (10) Year Certain Period. If both the Participant and his spouse die before the first benefit payment or during the ten (10) year certain period

following the Benefit Commencement Date, the benefit amount payable during their joint lives shall be paid to the Participant’s Beneficiary for the balance of the ten (10) year certain period.

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

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

          (b) Annuity .

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

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

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

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

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

          (b) Upon Retirement and prior to commencement of benefits under Article IV, the Participant shall designate one or more Beneficiaries to receive the remaining period certain payments, which designation shall be made and modified in accordance with the procedures set forth in this Section 6.9. If the Participant does not designate one or more Beneficiaries to receive the remaining period certain payments, the

Beneficiaries designated by the Participant upon entering the Plan shall be the Participant’s Beneficiaries for purposes of the remaining period certain payments. A spouse of a Participant may not change the Beneficiaries designated by the Participant, including the Beneficiaries to whom the remaining period certain payments may be paid. Notwithstanding the preceding sentences of this section 6.9 (b), in the case of a Joint and Survivor Annuity, a Beneficiary designation shall have no effect unless the Participant and the Participant’s spouse both die during the ten (10) year certain period and (b) if the Participant dies during the ten (10) year certain period and the Beneficiaries designated by the Participant have predeceased the Participant or otherwise ceased to exist, the Participant’s surviving spouse who is receiving the survivor benefit under the Joint and Survivor Annuity may designate the Beneficiaries to receive any remaining guaranteed payments if the spouse should die during the ten (10) year certain period.

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

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

ARTICLE VII

PROVISIONS RELATING TO ALL BENEFITS

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

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

     7.3 Forfeiture for Cause .

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

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

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

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

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

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

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

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

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

        &n