SECOND AMENDED AND RESTATED SYSCO CORPORATION 2005 BOARD OF DIRECTORS DEFERRED COMPENSATION PLAN

Exhibit 10.59

EXECUTION COPY

SECOND AMENDED AND RESTATED
SYSCO CORPORATION 2005
BOARD OF DIRECTORS DEFERRED COMPENSATION PLAN

Effective July 2, 2008

SECOND AMENDED AND RESTATED
SYSCO CORPORATION 2005
BOARD OF DIRECTORS DEFERRED COMPENSATION PLAN

TABLE OF CONTENTS

TABLE OF CONTENTS
(continued)

SECOND AMENDED AND RESTATED
SYSCO CORPORATION 2005
BOARD OF DIRECTORS DEFERRED COMPENSATION PLAN

      WHEREAS , Sysco Corporation sponsors and maintains that certain First Amended and Restated Sysco Corporation 2005 Board of Directors Deferred Compensation Plan effective as of January 1, 2005 (the “ Current Plan ”);

      WHEREAS, Section 8.1 of the Current Plan authorizes the Board of Directors of Sysco Corporation to amend the Current Plan; and

      WHEREAS, the Board of Directors of Sysco Corporation has determined that it is in the best interests of Sysco Corporation and its non-employee directors to amend and restate the Current Plan to (i) reduce the investment return of the Default Investment and the interest rate applicable to installment payouts on certain amounts; (ii) remove the Variable Investment Option (as defined in the Current Plan); and (iii) add a right to receive distributions upon the disability of a Participant.

      NOW, THEREFORE , Sysco Corporation hereby adopts this Second Amended and Restated Sysco Corporation 2005 Board of Directors Deferred Compensation Plan, effective July 2, 2008 (the “ Plan ”), as follows:

ARTICLE I

DEFINITIONS

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

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

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

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

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

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

          (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.

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

      Committee . “Committee” means the persons who are from time to time serving as Chief Executive Officer, Secretary, and Treasurer of SYSCO. These persons shall constitute the members of the committee administering this Plan.

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

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

      Default Investment . “Default Investment” shall mean a hypothetical investment with a per annum investment return equal to Moody’s determined as of October 31 ^st of the calendar year prior to the calendar year for which such rate shall be effective, or such other Investment designated by the Committee as the “Default Investment” on Exhibit “A” attached hereto. The investment return of the Default Investment shall be re-determined annually as of November 1 ^st of the calendar year prior to the calendar year for which such rate shall be effective. The investment return, once established, shall be effective as of January 1 ^st of the calendar year following the calendar year in which such investment return is calculated and shall remain in effect for the entire calendar year.

      Deferred Compensation Ledger . “Deferred Compensation Ledger” means the ledger maintained by the Committee for each Participant which reflects the amount of the Participant’s compensation deferred under this Plan, the credits and debits for deemed Investment earnings and losses pursuant to Sections 4.3 and 4.4, interest credited pursuant to Section 4.5, and cash distributed to the Participant or the Participant’s Beneficiary or Beneficiaries pursuant to Article VI.

      Disability . “Disability” means that a Participant 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.

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

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

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

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

      Moody’s . “Moody’s” means, as of any specified date, the monthly average of the Moody’s Average Corporate Bond Yield (determined by dividing the sum of the Corporate Bond Yield Averages for each month, as published in the Moody’s Bond Survey, by the number of months in the applicable calculation period) for either the (i) six month period ending on the specified date, or (ii) the twelve month period ending on the specified date, whichever produces the higher rate.

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

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

      Plan Year . “Plan Year” means the calendar year.

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

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

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

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

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

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

      Termination . “Termination” means a Participant’s Separation from Service from the Company voluntarily (by reason of such Participant retirement, or resignation from the Board of Directors) or involuntarily (by reason of such Participant’s removal from the Board of Directors for any reason) for any reason other than death or Disability.

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

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

      Unforeseeable Emergency . “Unforeseeable Emergency” shall have the meaning set forth in Section 6.5.

ARTICLE II

ELIGIBILITY

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

ARTICLE III

DEFERRAL

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

     3.2 Failure to Elect . If the Participant fails to provide his election to the Committee in proper form: (i) with respect to the initial Plan Year of a Participant’s Plan eligibility, on or before the thirtieth (30 ^th ) day following the Participant’s Eligibility Date, and (ii) with respect to Plan Years after a Participant’s initial year of Plan eligibility, the beginning of a Plan Year for which no prior election is effective, the Participant shall be deemed to have elected not to defer any portion of his Director’s fees for that Plan Year.

     3.3 Revocation or Change of Election . Each Participant shall have the right to revoke or change any prior continuing election to defer a portion or all of his Director’s fees; provided, however , that any such revocation or change of election shall be effective only on a prospective basis beginning with Director’s fees earned during the Plan Year next following the Plan Year during which the Committee receives the revocation or change in proper form. Notwithstanding anything to the contrary contained herein, if a Participant receives a hardship withdrawal pursuant to Section 6.5, the Participant may elect to cancel his deferral election in effect for such calendar year. Such cancellation election shall be made in writing by the Participant in such form as the Committee determines from time to time, and any subsequent deferral elections shall be subject to the requirements of the first two sentences of Section 3.1.

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

ARTICLE IV

ACCOUNT

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

     4.2 Credit of the Participant’s Deferral . The Participant’s Account in the Deferred Compensation Ledger shall be credited on the same day on which the cash compensation would otherwise have been paid to the Participant with a dollar amount equal to the total amount by which the Participant’s cash compensation was reduced in accordance with the Participant’s deferral election.

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

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

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

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

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

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

     4.4 Crediting of Earnings on Amounts Invested in the Default Investment . Earnings will be credited on the portion of the Participant&#821