FIRST AMENDED AND RESTATED EXECUTIVE SEVERANCE AGREEMENT

Exhibit 10.5

FIRST AMENDED AND RESTATED
EXECUTIVE SEVERANCE AGREEMENT

     THIS FIRST AMENDED AND RESTATED EXECUTIVE SEVERANCE AGREEMENT (this “ Agreement ”) is entered into as of the 23rd day of December, 2008 by and between Sysco Corporation, a Delaware corporation (the “ Company ”), and Kenneth F. Spitler (“ Executive ”).

WITNESSETH

     WHEREAS, the Company and Executive are parties to that certain Executive Severance Agreement dated as of July 14, 2004, as amended by that certain First Amendment to the Executive Severance Agreement dated as of September 3, 2004, (the “ Current Agreement ”); and

     WHEREAS, the American Jobs Creation Act of 2004 added Section 409A to the Internal Revenue Code of 1986, as amended (the “ Code ”), and Section 409A of the Code (“ Section 409A ”) imposes certain restrictions on compensation deferred on and after January 1, 2005; and

     WHEREAS, the Treasury Regulations promulgated under Section 409A which become effective as of January 1, 2009, require all deferred compensation arrangements, including certain provisions of the Current Agreement, to be in documentary compliance with the requirements of Section 409A on or before December 31, 2008; and

     WHEREAS, the Company and Executive desire to amend and restate the Current Agreement to comply with Section 409A and to make certain other changes and clarifications to the Current Agreement; and

     WHEREAS, the Compensation Committee of the Board has authorized the Company to enter into this Agreement.

     NOW, THEREFORE, for and in consideration of the premises and the mutual covenants and agreements herein contained, the Company and Executive hereby agree as follows:

     1.  Definitions : As used in this Agreement, the following terms shall have the respective meanings set forth below:

          (a) “Board” means the Board of Directors of the Company.

          (b) “Cause” as determined by the Board in good faith, means: (1) a material breach by Executive of the duties and responsibilities of Executive or any written policies or directives of the Company (other than as a result of incapacity due to physical or mental illness) which is (i) willful or involves gross negligence, and (ii) not remedied within fifteen (15) days after receipt of written notice from the Company which specifically identifies the manner in which such breach has occurred; (2) Executive

commits any felony or any misdemeanor involving willful misconduct (other than minor violations such as traffic violations) that causes damage to the property, business or reputation of the Company, as determined in good faith by the Board; (3) Executive engages in a fraudulent or dishonest act, as determined in good faith by the Board; (4) Executive engages in habitual insobriety or the use of illegal drugs or substances; or (5) Executive breaches his fiduciary duties to the Company, as determined in good faith by the Board. The Company must notify Executive of any event constituting Cause within ninety (90) days following the Company’s knowledge of its existence or such event shall not constitute Cause under this Agreement.

          (c) “Date of Termination” means the effective date on which Executive’s employment by the Company is terminated as specified in a prior written notice from the Company to Executive or from Executive to the Company, as the case may be, pursuant to Section 11(b) hereof.

          (d) “Good Reason” means (i) the Company’s demotion of the Executive to a lesser position than the position in which he is serving prior to such demotion; (ii) the assignment to Executive of duties materially inconsistent with his position or material reduction of the Executive’s duties, responsibilities or authority, in either case without the Executive’s prior written consent; (iii) any reduction in Executive’s base salary without the Executive’s prior consent unless other executives who are parties to agreements similar to this one also suffer a comparable reduction in their base salaries; or (iv) unless agreed to by Executive, the relocation of Executive’s principal place of business outside of the metropolitan area of Houston, Texas, in each case not remedied by the Company within fifteen (15) days after receipt by the Company of written notification from Executive as provided in Section 11(b) which specifically identifies the Good Reason. The Executive must notify Company of any event that constitutes Good Reason within ninety (90) days following Executive’s knowledge of its existence or such event shall not constitute Good Reason under this Agreement.

          (e) “Management Incentive Plan” means the Sysco Corporation 2000 Management Incentive Plan, the Sysco Corporation 2005 Management Incentive Plan or such plan’s successor or replacement plan; as such plans may be amended from time to time.

          (f) “Permanent Disability” means the failure of the Executive to perform the Executive’s duties with the Company on a full-time basis as a result of an incapacity due to mental or physical illness and such incapacity results in Executive being eligible for and entitled to receive disability payments under the Disability Income Plan sponsored by the Company.

          (g) “Specified Employee” means a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the Code. By way of clarification, “specified employee” means a “key employee” (as defined in Section 416(i) of the Code, disregarding Section 416(i)(5) of the Code) of the Company. Executive shall be treated as a key employee if the Executive meets the requirement of Section 416(i)(1)(A)(i), (ii), or (iii) of the Code at any time during the twelve (12) month period ending on an “identification date”. If

Executive 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 the last day of the calendar year.

     2.  Payments Upon Termination of Employment by Death, Permanent Disability, for Cause or Executive’s Resignation without Good Reason .

          (a) The Executive’s employment shall terminate automatically upon the Executive’s death during the period of his employment or resignation without Good Reason.

          (b) If Executive resigns as an employee without Good Reason prior to reaching age 60, notwithstanding anything contained in the Sysco Corporation Supplemental Executive Retirement Plan (the “ SERP ”) to the contrary, Executive shall forfeit all benefits under the SERP. For purposes of this Section 2(b), Executive’s termination of employment by reason of death or Permanent Disability shall not be deemed a “resignation.”

          (c) If the Company determines in good faith that a Permanent Disability of the Executive has occurred while Executive is employed, it may give the Executive written notice in accordance with Section 11(b) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with the Company shall terminate effective on the day specified in such notice to the Executive.

          (d) In the event the Executive dies, becomes Permanently Disabled during the period of his employment, resigns without Good Reason or the Company terminates Executive’s employment for Cause by giving written notice as provided in Section 11(b), the Company shall have no obligation to make any severance payments or provide any severance benefits to Executive pursuant to this Agreement. Executive shall be paid his base salary through the date of death or the effective date of the resignation without Good Reason or the Date of Termination and the amounts that would be owed under Section 3(a)(2) hereof.

     3.  Payments Upon Termination of Employment by Company Without Cause .

          (a) If the Company terminates the employment of Executive without Cause, Executive shall be paid his base salary through the date of Termination. If Executive executes and provides to the Company and does not revoke a release substantially in the form attached hereto as Exhibit A , then, subject to Section 3(e) and the terms of the governing plan documents referenced in Sections 3(a)(4) and (5), on the date sixty (60) days following Executive’s Date of Termination (the “ Payment Forfeiture Date ”), the Company shall provide (or begin to provide, as applicable) to the Executive the payments and benefits described in paragraphs (1) through (5) below. Notwithstanding any provision in this Agreement to the contrary, however, none of the payments or benefits described in paragraphs (1) through (5) below shall be made prior to

the Company’s receipt of such executed release and the lapse of any revocation period provided for in such release, and if Executive does not provide to the Company such executed release or revokes such executed release on or before the Payment Forfeiture Date, Executive shall forfeit any and all rights to such payments:

               (1) The Company shall pay to Executive (or Executive’s beneficiary or estate), subject to Section 3(b) hereof, commencing on the Payment Forfeiture Date, as compensation for services rendered to the Company, a monthly payment for twenty-four (24) months equal to the sum of:

                    (i) Executive’s monthly base salary (before any elective deferrals under any Company plans) in effect on the Date of Termination, plus;

                    (ii) An amount equal to one twelfth (1/12) of the average annual bonus paid to Executive under the Management Incentive Plan (before any elective deferrals under any Company plans) for the preceding five (5) fiscal years ended prior to the Date of Termination; and

                    (iii) An amount equal to the monthly cost to Executive for continued coverage under the Company’s group health benefit insurance plans under Section 4980B of the Internal Revenue Code of 1986 (COBRA), regardless of whether Executive elects to be covered by COBRA.

               (2) On the Payment Forfeiture Date, the Company shall pay to Executive any unpaid bonuses earned in a fiscal year ended prior to the Date of Termination, accrued but unused vacation time and any unreimbursed business expenses owed under the Company’s expense reimbursement policies.

               (3) On the date sixty (60) days following the end of the fiscal year during which the Date of Termination occurs, the Company shall pay to Executive a fraction of the bonus the Executive would have earned for such fiscal year (excluding any deferred or matching amounts to which he would have been entitled) under the Management Incentive Plan had Executive not been terminated, as determined by the Company, in its sole discretion, the numerator of such fraction being the number of days in the fiscal year prior to the Date of Termination and the denominator being 365.

               (4) If the Date of Termination occurs before Executive has reached the age of sixty (60), then for purposes of determining Executive’s vested percentage under the SERP and for no other reason, notwithstanding Executive’s actual age, he shall be deemed to be sixty (60) years of age as of the Date of Termination and entitled to the benefits under the SERP in the amounts and at the times specified under the terms of the SERP then in effect.

               (5) If the Date of Termination occurs before Executive has reached the age of sixty (60), Executive shall be entitled to receive 100% of the unvested benefits (in addition to all vested benefits) under the Sysco Corporation Executive Deferred Compensation Plan (“ EDCP ”) and shall be entitled to receive the payment of

such benefits at the time(s) specified under the terms of the EDCP then in effect pursuant to Executive’s distribution election then in effect under the EDCP.

          (b) Notwithstanding the provisions of Section 3(a), if at any time within the two (2) years following the Date of Termination, Executive, without the prior written consent of the Company, directly or indirectly owns, operates, manages, controls or participates in the ownership, management, operation or control of or is employed by, or is paid as a consultant or other independent contractor to, a business which competes with the Company (or any subsidiary of the Company) in a trade area served by the Company (or a subsidiary of the Company) as of the date of this Agreement, and the Executive continues to be so engaged sixty (60) days after written notice has been given to him to cease such activity, he shall forfeit all amounts thereafter due the Executive under Section 3(a) hereof.

          (c) Any amounts paid pursuant to Section 3(a) herein shall be in lieu of any other amount of severance relating to salary or bonus continuation to be received by Executive upon termination of employment of Executive under any severance plan or policy of the Company. For purposes of this Agreement, benefits under the SERP and EDCP shall not be considered severance, salary or bonus continuation payments.

          (d) Notwithstanding anything to the contrary contained herein, to the extent any portion of the bonuses payable to Executive pursuant to Sections 3(a)(2) or 3(a)(3) herein are subject to bonus deferral elections under the EDCP such amounts shall continue to be deferred under the EDCP and shall be paid to Executive at the time or times provided under the EDCP.

          (e) The following rules shall apply with respect to the distribution of payments and benefits, if any, to be provided to Executive under Section 3(a)(1) of this Agreement, as applicable:

               (1) Notwithstanding anything to the contrary contained herein, no payments shall be made to Executive upon Executive’s termination of employment from the Company under this Agreement unless such termination of employment is a “separation from service” under Section 409A. For purposes of this Agreement, Executive shall have experienced a “separation from service” as a result of a termination of employment if the level of bona fide services performed by Executive decreases to a level equal to twenty-five percent (25%) or less of the average level of services performed by Executive during the immediately preceding thirty-six (36) month period, taking into account any periods of performance excluded by Section 409A;

               (2) It is intended that each installment of the payments and benefits provided under Section 3(a)(1) shall be treated as a separate “payment” for purposes of Section 409A. Neither the Company nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A;

               (3) If, as of the date of the “separation from service” of the Executive from the Company, the Executive is not a Specified Employee, then each installment of the payments and benefits shall be made on the dates and terms set forth in Section 3(a)(1), as applicable;

               (4) If, as of the date of the “separation from service” of the Executive from the Company, Executive is a Specified Employee, then each installment of the payments and benefits under Section 3(a)(1) that would, absent this subsection, be paid within the six-month period following the separation from service of the Executive from the Company shall not be paid until the date that is six months and one day after such separation from service (or, if earlier, the Executive’s death), with any such installments that are required to be delayed being accumulated during such six-month period and paid in a lump sum on the date that is six months and one day following the Executive’s separation from service and any subsequent installments being paid in accordance with the dates and terms set forth herein.

     4.  Requirement of an Additional Payment in Certain Circumstances .

          (a) In the event all or any portion of a payment or acceleration right pursuant to this Agreement, or any other agreement, plan, instrument or obligation to which Executive is a party or of which Executive is a beneficiary (an “ Other Company Obligation ”) is treated as an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code) which is subject to the excise tax (the “ Excise Tax ”) imposed by Section 4999 of the Code, the Company shall make the Additional Payment (defined below) either directly to Executive in cash or, with respect to Excise Taxes or other taxes subject to withholding, by payment of such taxes to the appropriate taxing authority on Executive’s behalf, notwithstanding any contrary provision in this Agreement or any Other Company Obligation.

          (b) The term “ Additional Payment ” means a payment in an amount equal to the sum of (1) the Excise Taxes payable by Executive on any payment or acceleration right pursuant to this Agreement or any Other Company Obligation which is treated as an excess parachute payment, plus (2) the additional Excise Taxes, federal and state income taxes and employment taxes to the extent such taxes are imposed in respect of the Additional Payment, such that Executive shall be in the same after-tax position and shall have received the same benefits that he would have received if the Excise Taxes had not been imposed. For purposes of calculating the income taxes attributable to the Additional Payment, the maximum state and federal income tax rates applicable to Executive’s actual income, net of the maximum reduction in federal income taxes that could be obtained from deduction of such state taxes, shall be used. An example of the calculation of an Additional Payment is set forth below. Assume that the Excise Tax rate is 20%, the highest marginal federal income tax rate is 40%, Executive is subject to federal employment taxes at a rate of 2.9% and Executive is not subject to state income taxes. Further assume that Executive has received an excess parachute payment in the amount of $200,000, on which $40,000 ($200,000 x 20%) in Excise Taxes are payable. The amount of the required Additional Payment is thus computed to be $107,817, i.e., the Additional Payment of $107,817, less additional Excise Taxes on the Additional Payment

of $21,563 (i.e., 20% x $107,817), income taxes of $43,127 (i.e., 40% x $107,817), employment taxes of $3,127 (i.e., 2.9% x $107,817) yields $40,000, the amount of the Excise Taxes payable in respect of the original excess parachute payment.

          (c) Executive agrees to reasonably cooperate with the Company to minimize the amount of parachute payments or excess parachute payments, including, without limitation, assisting the Company in establishing that some or all of the payments received by Executive are not “contingent on a change,” as described in Section 280G(b)(2)(A)(i) of the Code and the regulations thereunder, or that some or all of such payments are reasonable compensation for personal services actually rendered by Executive before the date of such change or to be rendered by Executive on or after the date of such change if such arguments are reasonably available. In the event that the Company is able to establish that the amount of an excess parachute payment is less than originally anticipated by Executive, or if Executive becomes entitled to receive a tax refund with respect to Excise Taxes or Additional Payments, Executive shall refund to the Company any excess Additional Payment to the extent not required to pay Excise Taxes, income or employment taxes (including those incurred in respect of receipt of any Additional Payment). Notwithstanding the foregoing, except as otherwise required by Section 4(g) hereof, Executive shall not be required to take any action which his attorney or tax advisor advises him in writing that exposes him to any penalties imposed by the Code. Executive may require the Company to deliver to Executive an indemnification agreement in form and substance reasonably satisfactory to Executive as a condition to taking any action required by this subsection (c).

          (d) The Company shall make the Additional Payments required to be made under this Section 4 not less than thirty (30) days before the Excise Tax with respect to any excess parachute payment to which Section 4(a) is applicable is due and in no event later than the end of Executive’s taxable year next following the taxable year in which Executive (or, if applicable, the Company) remits the related taxes. Any Additional Payment required to be paid by the Company under this Section 4 which is not paid within thirty (30) days of receipt by the Company of Executive’s written demand therefor shall thereafter be deemed delinquent, and the Company shall pay to Executive immediately upon demand interest at a variable rate equal to the prime rate, as reported in the Wall Street Journal “Money Rates” from time to time (the “ Prime Rate ”) from the date such Additional Payment becomes delinquent to the date of payment of such delinquent sum with interest.

          (e) In the event that there is any change to the Code which results in the recodification of Section 280G or Section 4999 of the Code, or in the event that either such sections of the Code is amended, replaced or supplemented by other provisions of the Code having a similar effect (“ Successor Provisions ”), then this Agreement shall be applied and enforced with respect to such new Code provisions in a manner consistent with the intent of the parties as expressed herein, which is to assure that Executive is in the same after-tax position and has received the same benefits that he would have been in and received if any taxes imposed by Section 4999 (or any Successor Provisions) had not been imposed on any payments due him pursuant to this Agreement and any Other Company Obligation.

          (f) All determinations required to be made under this Section 4 including, without limitation, whether an Additional Payment is required, and the amount of such Additional Payment and the assumptions to be utilized in arriving at such determinations, unless otherwise expressly set forth in this Agreement, shall be made within forty-five (45) days from the date of the Change of Control (and, as necessary, after the date of a subsequent payment under this Agreement) by the independent tax consultant(s) selected by the Company and reasonably acceptable to Executive (“ Tax Consultant ”). The Tax Consultant must be a qualified tax attorney or certified public accountant. All fees and expenses of the Tax Consultant shall be paid in full by the Company.

          (g) The Company and Executive shall report the federal and state tax consequences of any payment or acceleration right subject to Section 4(a) above in good faith and in a manner reasonably consistent with determinations made by the Tax Consultant. Executive shall not take a position inconsistent with such determinations by Tax Consultant in any proceeding related to the determination of any tax unless otherwise agreed to in wr