SEVENTH AMENDED AND RESTATED SYSCO CORPORATION SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

Exhibit 10.9

EXECUTION COPY

SEVENTH AMENDED AND RESTATED

SYSCO CORPORATION

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

Effective June 28, 2008

TABLE OF CONTENTS

TABLE OF CONTENTS

TABLE OF CONTENTS

SEVENTH AMENDED AND RESTATED
SYSCO CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

           WHEREAS , Sysco Corporation (“SYSCO”) and its Subsidiaries established the Sysco Corporation Supplemental Executive Retirement Plan (the “Current Plan”), 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 , pursuant to Section 9.1 of the Current Plan, SYSCO’s board of directors (the “Board of Directors”), the Committee or their designees may amend the Current Plan by an instrument in writing;

           WHEREAS , the Board of Directors has determined that it is in the best interests of SYSCO and its stockholders to amend and restate the Current Plan effective June 28, 2008, to: (i) change the group of employees eligible to participate; (ii) change the definition of “Eligible Earnings” and “Final Average Compensation;” (iii) make the Current Plan compliant with the Final Treasury Regulations promulgated under Section 409A of the Code; (iv) expand the circumstances that SYSCO or its Subsidiaries’ have the right to forfeit a Participant’s benefits and (v) make certain other changes and clarifications to the Current Plan;

           NOW, THEREFORE , SYSCO hereby adopts the Seventh Amended and Restated Sysco Corporation Supplemental Executive Retirement Plan, effective June 28, 2008 (the “Plan”), 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, and any U.S. qualified defined contribution plan successor thereto.

     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. “Actuarial Equivalent” means equality in value of the aggregate amounts expected to be received under different forms of payment based on the mortality and interest 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. A Participant’s Vested Accrued Benefit and Retirement Benefit are expressed in the form of an Annuity, subject to the provisions of Section 4.6.

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

     1.14 Committee . “Committee” means the committee administering this Plan.

     1.15 Company . “Company” means SYSCO and any Subsidiary that has adopted the Plan with the approval of the Committee pursuant to Section 9.1.

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

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

     1.18 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 termination of employment from SYSCO or its Subsidiaries.

     1.19 Disabled Participant. “Disabled Participant” shall have the meaning set forth in Section 6.1(b).

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

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

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

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

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

     1.25 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).

     1.26 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.

     1.27 Minimum Vested Accrued Benefit. “Minimum Vested Accrued Benefit” shall have the meaning set forth in Section 4.2.

     1.28 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.

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

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

     1.31 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 SYSCO and its Subsidiaries who is entitled to a benefit under this Plan.

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

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

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

     1.35 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 SERP Participation.

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

     1.37 Retirement . “Retirement” means the Participant’s termination of employment from SYSCO or its Subsidiaries other than for death or Disability, provided that at the time of such termination, the Participant is at least age fifty-five (55) and has a Vested Percentage of at least 50%.

     1.38 Restoration Plan . “Restoration Plan” means the defined benefit non-qualified deferred compensation plan to be adopted by SYSCO sometime after the effective date of this Plan. The Restoration Plan is intended to cover individuals who first become MIP participants after June 28, 2008 but who do not satisfy the eligibility requirements for participation in the Plan under Section 2.1.

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

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

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

     1.42 SERP Participation . “SERP Participation” refers to an individual’s periods of participation in (a) the MIP prior to June 28, 2008 and (b) the Plan on or after June 28, 2008. Noncontinuous eligible periods of time ( e.g. , as a result of a termination and subsequent reemployment) shall be added together. A Participant’s years of SERP Participation shall mean the number of full years of such eligible periods of participation determined on an elapsed time basis. Except as provided under Section 2.3, participation while a Frozen Participant does not count as SERP Participation.

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

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

     1.45 Specified Employee . “Specified Employee” means a “specified employee” as defined in Section 409A (a)(2)(B)(i) of the Code. By way of clarification, a “specified employee” means a “key employee” (as defined in Section 416(i) of the Code , disregarding Section 416(i)(5) of the Code) of the Company. A Participant shall be treated as a key employee if he meets the requirements of Section 416(i)(1)(A)(i), (ii), or (iii) (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.

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

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

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

     1.49 Total Payments . “Total Payments” means all payments or benefits received or to be received by a Participant within the meaning of Section 280G of the Code in connection with a Change of Control of SYSCO under the terms of this Agreement or the Sysco Corporation Executive Deferred Compensation Plan, and in connection with a Change of Control of SYSCO under the terms of any stock option plan or any other plan, arrangement or agreement with the Company, its successors, any person whose actions result in a Change of Control or any person affiliated with the Company or who as a result of the completion of transactions causing a Change of Control become affiliated with the Company within the meaning of Section 1504 of the Code, taken collectively.

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

     1.51 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 was 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

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

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

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 is a MIP participant on June 28, 2008 is eligible.

          (b) A Company employee who first becomes a MIP participant after June 28, 2008 must also hold an “Officer Ranking” to be eligible to participate in 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), (ii) an officer of equivalent or higher rank of those described in clause (i) who is selected by the Board of Directors or (iii) President of a Subsidiary.

     2.2 Frozen Participation . Unless otherwise determined by the Committee in its sole discretion, an active Participant shall have his participation frozen (a “Frozen Participant”) as of the earliest of the date he (i) ceases to be a MIP participant, (ii) with respect to an individual described under Section 2.1(b), ceases to hold an Officer Ranking, or (iii) transfers from the Company to a non-participating Subsidiary. Article V sets forth special rules that apply to Frozen Participants.

     2.3 Frozen Participation Deemed Active Participation . For all purposes under this Plan, a Frozen Participant shall be treated as if his participation had never been frozen if: (a) he remains an employee of SYSCO or its Subsidiaries after his participation is frozen and subsequently becomes 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 SYSCO or its Subsidiaries by the then management within four (4) years after that Change of Control.

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 SERP Participation are determined as of the 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 SERP 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 SERP Participation, he shall have a Vested Percentage of 100%.

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

     3.3 Committee Discretion. Notwithstanding Section 3.1 above, the Committee, in its sole discretion, may increase a Participant’s Vested Percentage under Section 3.1.

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 Sysco Corporation Executive Deferred Compensation Plan (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 Determination 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 Determination 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 Determination Date occurs shall be disregarded if the Determination Date occurs before the last business day of such Plan Year. “Determination 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 the Participant’s death, Disability or Retirement.

          (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 2.3, 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 20 years) divided by “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 Restoration Plan, 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 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), determined as follows:

               (i) Such account balance shall only reflect the vested balance derived from employer contributions, excluding the balance attributable to 401(k) 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 status at Retirement.

          (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 under Section 4.3, where the Determination Date for calculating such Vested Accrued Benefit is the Participant’s date of Retirement.

     4.5 Benefit Commencement Date .

          (a) Normal Payment Criteria . Unless a Participant satisfies the Early