SYSCO CORPORATION
1390 Enclave Parkway
Houston, Texas77077-2099

~~TABLE OF CONTENTS~~


~~PROXY STATEMENT~~
~~ELECTION OF DIRECTORS ITEM NO. 1 ON THE PROXY CARD~~
~~CORPORATE GOVERNANCE AND BOARD OF DIRECTORS MATTERS~~
~~EXECUTIVE OFFICERS~~
~~STOCK OWNERSHIP~~
~~SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE~~
~~CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS~~
~~EQUITY COMPENSATION PLAN INFORMATION~~
~~COMPENSATION DISCUSSION AND ANALYSIS~~

PROXY STATEMENT

~~2007~~2009 ANNUAL MEETING OF STOCKHOLDERS

~~September 26, 2007~~October 8, 2009

Information About Attending the Annual Meeting

Our Annual Meeting will be held on ~~Friday,~~Wednesday, November ~~9, 2007~~18, 2009 at 10:00 a.m. at ~~the~~The St. Regis ~~Hotel~~ located at 1919 Briar Oaks Lane, Houston, Texas 77027.

Information About This Proxy Statement

We are providing you with a Notice of Internet Availability of Proxy Materials and access to these proxy materials because our Board of Directors is soliciting your proxy to vote your shares at the Annual Meeting. Unless the context otherwise requires, the terms “we,” “our,” “us,” the “company” or ~~“SYSCO”~~“Sysco” as used in this proxy statement refer to Sysco Corporation.

Information About the Notice of Internet Availability of Proxy Materials

In accordance with rules and regulations ~~recently~~ adopted by the Securities and Exchange Commission, instead of mailing a printed copy of our proxy materials, including our annual report to stockholders, to each stockholder of record, we may now generally furnish proxy materials, including our annual report to stockholders, to our stockholders on the Internet. ~~On or about September 27, 2007,~~


	•	Stockholders who have previously signed up to Receive Proxy Materials on the Internet: On or about October 8, 2009, we will send electronically a Notice of Internet Availability of Proxy Materials (the“E-Proxy Notice”) to those stockholders that have previously signed up to receive their proxy materials and other stockholder communications on the Internet instead of by mail.

	•	Stockholders who have previously signed up to Receive All Future Proxy Materials in Printed Format by Mail: On or about October 8, 2009, we will begin mailing printed copies of our proxy materials, including our annual report to stockholders, to all stockholders who previously submitted a valid election to receive all future proxy materials and other stockholder communications in written format.

	•	All other Stockholders: On or about October 8, 2009, we will begin mailing theE-Proxy Notice to all other stockholders. If you received theE-Proxy Notice by mail, you will not automatically receive a printed copy of the proxy materials or the annual report to stockholders. Instead, theE-Proxy Notice instructs you as to how you may access and review all of the important information contained in the proxy materials, including our annual report to stockholders. TheE-Proxy Notice also instructs you as to how you may submit your proxy on the Internet. If you received theE-Proxy Notice by mail and would like to receive a printed copy of our proxy materials, including our annual report to stockholders, you should follow the instructions for requesting such materials included in theE-Proxy Notice.

Receiving Future Proxy Materials ~~(the“E-Proxy~~ ~~Notice”) to those stockholders that have previously signed up to receive their proxy materials on the Internet. Also on or about September 27, 2007, we will begin mailing theE-Proxy~~ ~~Notice to all other stockholders. If you received theE-Proxy~~ ~~Notice by mail, you will not automatically receive a printed copy of the proxy materials or the annual report to stockholders. Instead, theE-Proxy~~ Notice instructs you as to how you may access and review all of the important information contained in the proxy materials, including our annual report to stockholders. If you have previously signed up on the Internet to receive proxy materials and other stockholder communications on the Internet instead of by mail, you will be receiving the~~E-Proxy~~ ~~Notice electronically as well. TheE-Proxy~~ ~~Notice also instructs you as to how you may submit your proxy on the Internet. If you received theE-Proxy~~ Notice by mail and would like to receive a printed copy of our proxy materials, including our annual report to stockholders, you should follow the instructions for requesting such materials included in the~~E-Proxy~~ ~~Notice. We may choose to mail written proxy materials, including our annual report to stockholders, to one or more stockholders.~~

Electronically:Stockholders may also sign up to receive future proxy materials, includingE-Proxy Notices, and other stockholder communications electronically instead of by mail. This will reduce our printing and postage costs and eliminate bulky paper documents from your personal files. In order to receive the communications electronically, you must have ane-mail account, access to the Internet through an Internet service provider and a web browser that supports secure connections. Visithttp://enroll.icsdelivery.com/syyfor additional information regarding electronic delivery enrollment.

Where to Find Information in this Proxy Statement: For your convenience, set forth below is a listing of the major topics in this proxy statement.


	Page

Election of Directors — Item No. 1 on the Proxy Card		6
Corporate Governance and Board of Directors Matters		8
Executive Officers		14
Stock Ownership		16
Section 16(a) Beneficial Ownership Reporting Compliance		18
Certain Relationships and Related Transactions		18
Equity Compensation Plan Information		20
Compensation Discussion and Analysis		21
Compensation Committee Report		38
Executive Compensation		39
Director Compensation		62
Report of the Audit Committee		65
Proposal to Approve the 2009 Non-Employee Directors Stock Plan — Item No. 2 on the Proxy Card		67
Proposal to Approve Amendments to the 2007 Stock Incentive Plan — Item No. 3 on the Proxy Card		72
Proposal to Approve the 2009 Management Incentive Plan — Item No. 4 on the Proxy Card		82
Proposal to Ratify Appointment of Independent Registered Public Accounting Firm — Item No. 5 on the Proxy Card		87
Advisory Vote on Executive Compensation Philosophy, Policies and Procedures — Item No. 6 on the Proxy Card		88
Stockholder Proposal to Request that the Board of Directors Adopt Certain Principles for Health Care Reform — Item No. 7 on the Proxy Card		89
Stockholder Proposals		91
Annex A — 2009 Non-Employee Directors Stock Plan		A-1
Annex B — 2007 Stock Incentive Plan, as amended		B-1
Annex C — 2009 Management Incentive Plan		C-1

Who Can Vote

You can vote at the Annual Meeting if you owned shares at the close of business on September ~~11, 2007.~~21, 2009. You are entitled to one vote for each share you owned on that date on each matter presented at the Annual Meeting.

On September ~~11, 2007,~~21, 2009, there were ~~609,557,647~~591,305,919 shares of ~~SYSCO~~Sysco Corporation common stock outstanding. All of our current directors and executive officers ~~(21~~(20 persons) owned, directly or indirectly, an aggregate of ~~1,286,575~~1,051,446 shares, which was less than 1% of our outstanding stock as of September ~~11, 2007.~~21, 2009. We expect that these individuals will vote their shares in favor of electing the ~~three~~four nominees named below, ~~for approving the 2007 Stock Incentive Plan, for approval~~and FOR each of the ~~Amended and Restated 1974 Employees’ Stock Purchase~~following:


	•	approval of the 2009 Non-Employee Directors Stock Plan;
	•	approval of amendments to Sysco’s 2007 Stock Incentive Plan, as amended;
	•	approval of the material terms of, and the payment of compensation to certain executive officers pursuant to, the 2009 Management Incentive Plan;
	•	the ratification of the appointment of Ernst & Young as independent accountants for fiscal 2010; and
	•	approval of an advisory vote relating to the company’s executive compensation philosophy, policies and procedures.

We expect that these individuals will vote AGAINST the stockholder proposal requesting that the Board of Directors adopt certain principles for ~~ratification of the appointment of the independent accountants.~~health care reform.

How to Vote

You may vote your shares as follows:


	•	in person at the Annual Meeting; or

If you vote by proxy, the individuals named on the proxy card (your proxies) will vote your shares in the manner you indicate. You may specify whether your shares should be voted for, against or abstain with respect to all, some or none of the nominees for ~~director. You may also abstain or specify whether your shares should be voted for or against approval of the 2007 Stock Incentive Plan, approval of the Amended~~director and ~~Restated 1974 Employees’ Stock Purchase Plan, and~~with respect to ratification of the appointment of the independent ~~accountants.~~accountants, approval of an advisory vote relating to the company’s executive compensation philosophy, policies and procedures, and approval of the stockholder proposal.

If you sign and return your proxy card without indicating your voting instructions, your shares will be voted FOR the election of the three nominees for director, FOR approval of the 2007 Stock Incentive Plan, FOR approval of the Amended and Restated 1974 Employees’ Stock Purchase Plan, and FOR the ratification of the appointment of Ernst & Young as ~~independent accountants for fiscal 2008.~~follows


	•	FOR the election of the four nominees for director;
	•	FOR approval of the 2009 Non-Employee Directors Stock Plan;
	•	FOR approval of amendments to Sysco’s 2007 Stock Incentive Plan, as amended;
	•	FOR approval of the material terms of, and the payment of compensation to certain executive officers pursuant to, the 2009 Management Incentive Plan;
	•	FOR the ratification of the appointment of Ernst & Young as independent accountants for fiscal 2010;
	•	FOR approval of an advisory vote relating to the company’s executive compensation philosophy, policies and procedures; and
	•	AGAINST the stockholder proposal requesting that the Board of Directors adopt certain principles for health care reform.

If your shares are not registered in your own name and you plan to attend the Annual Meeting and vote your shares in person, you should contact your broker or agent in whose name your shares are registered to obtain a proxy executed in your favor and bring it to the Annual Meeting in order to vote.

How to Revoke or Change Your Vote

You may revoke or change your proxy at any time before it is exercised by:


	•	delivering written notice of revocation to ~~SYSCO’s~~Sysco’s Corporate Secretary in time for him to receive it before the Annual Meeting;
	•	voting again by telephone, Internet or mail ~~if we have mailed a written proxy card to you~~ (provided that such new vote is received in a timely manner pursuant to the instructions above); or
	•	voting in person at the Annual Meeting.

The last vote that we receive from you will be the vote that is counted.

Broker Non-Votes

A broker non-vote occurs when a broker holding shares for a beneficial owner does not vote on a particular proposal because the broker does not have discretionary voting authority and has not received voting instructions from the beneficial owner.

Quorum Requirement

A quorum is necessary to hold a valid meeting. A quorum will exist if the holders of at least 35% of all the shares entitled to vote at the meeting are present in person or by proxy. ~~Abstentions and broker non-votes~~All shares voted by proxy are counted as present for purposes of establishing a ~~quorum.~~quorum, including those that abstain or as to which the proxies contain broker non-votes as to one or more items.

Votes Necessary for Action to be Taken

~~On May 11, 2007, the Board of Directors amended SYSCO’s~~Sysco’s Bylaws and ~~the SYSCO~~ Corporate Governance Guidelines ~~to adopt~~include a majority vote standard for uncontested director elections. Since the number of nominees timely nominated for the Annual Meeting does not exceed the number of directors to be elected, each director to be elected shall be elected if the number of votes cast “for” election of the director exceeds those cast “against.” Any incumbent director who is not re-elected will be required to tender his or her resignation promptly following certification of the stockholders’ vote. The Corporate Governance and Nominating Committee will consider the tendered resignation and recommend to the Board whether to accept or reject the resignation offer, or whether other action should be taken. The Board will act on the recommendation within 120 days following certification of the stockholders’ vote and will promptly make a public disclosure of its decision regarding whether to accept the director’s resignation offer.

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ELECTION OF DIRECTORS
ITEM NO. 1 ON THE PROXY CARD

~~Three~~Four directors are to be elected at the meeting. The Board of Directors is currently consists of 12 members divided into three classes of ~~three, four and~~ four directors each. The company’s governing documents provide that the Board of Directors shall be divided into three classes with no class of directors having more than one director more than any other class of directors. The directors in each class serve for a three-year term. A different class is elected each year to succeed the directors whose terms are expiring. ~~Three incumbent directors are in the class of directors with terms expiring at the 2007 Annual Meeting.~~

The Board of Directors has nominated the following ~~three~~four persons ~~all of whom are currently serving as directors of SYSCO,~~ for election as directors in Class ~~III~~II to serve for three-year terms or until their successors are elected and qualified:


	•	~~John M. Cassaday~~Jonathan Golden
	•	~~Manuel~~Joseph A. ~~Fernandez~~Hafner, Jr.
	•	~~Jackie M. Ward~~Nancy S. Newcomb
	•	Kenneth F. Spitler

Mr. John K. Stubblefield, Jr. was also a Class III director; however, he retired from the Board of Directors effective on June 30, 2007, the last day of the fiscal year, in connection with his retirement as the company’s Executive Vice President, Finance and Chief Financial Officer, and will not be standing for reelection. As a resultEach of Mr. ~~Stubblefield’s retirement, the size~~Golden, Mr. Hafner, Ms. Newcomb and Mr. Spitler is currently serving as a director of ~~the Board of Directors~~Sysco and has ~~been reduced from 12 members to its current size of 11.~~

~~All of the nominees have~~ consented to serve if elected. Although management does not contemplate the possibility, in the event any nominee is not a candidate or is unable to serve as a director at the time of the election, the proxies will vote for any nominee who is designated by the present Board of Directors to fill the vacancy.

Set forth below is biographical information for each nominee for election as a director at the ~~2007~~2009 Annual Meeting.

Nominees for election as Class ~~III~~II Directors for terms expiring at the ~~2010~~2012 Annual Meeting:

~~John M. Cassaday~~, 54, has served as a director of SYSCO since November 2004. He is President and Chief Executive Officer of Corus Entertainment Inc., a media and entertainment company based in Canada, a position he has held since September 1999. He also serves as a director of Manulife Financial Corporation. Mr. Cassaday is Chairman of the Compensation Committee and is also a member of the Corporate Governance and Nominating Committee and the Executive Committee.

~~Manuel A. Fernandez,~~61, has served as a director of SYSCO since November 2006. He has been the Managing Director of SI Ventures, a venture capital firm, since 1998 and Chairman Emeritus of Gartner, Inc., a leading information technology research and consulting company, since 2001. Prior to his present positions, Mr. Fernandez was Chairman, President, and Chief Executive Officer of Gartner. Previously, he was President and Chief Executive Officer at Dataquest, Inc., Gavilan Computer Corporation, and Zilog Incorporated. Mr. Fernandez also serves on the board of directors of Brunswick Corporation, Flowers Foods, Inc., The Black & Decker Corporation and several private companies and foundations, as well as the board of trustees of the University of Florida. Mr. Fernandez is a member of the Corporate Governance and Nominating Committee and the Finance Committee.

~~Jackie M. Ward~~, 69, has served as a director of SYSCO since September 2001. Ms. Ward founded in 1968, and later served as Chairman, President and Chief Executive Officer of, Computer Generation Incorporated, which was acquired in December 2000 by Intec Telecom Systems PLC, a technology company based in the United Kingdom. Ms. Ward is a director of Bank of America, Equifax Inc., Flowers Foods, Inc., Sanmina-SCI Corporation and WellPoint, Inc. Ms. Ward is Chairman of the Corporate Governance and Nominating Committee and is also a member of the Compensation Committee and the Executive Committee.

~~The Board of Directors recommends a vote FOR the nominees listed above.~~

~~Class I directors whose terms expire at the 2008 Annual Meeting:~~

~~Judith B. Craven, M.D.~~, 61, has served as a director of SYSCO since July 1996. Dr. Craven served as President of the United Way of the Texas Gulf Coast from 1992 until her retirement in September 1998. Dr. Craven is also a director of Belo Corporation, Luby’s, Inc., Sun America Funds and VALIC. She is also a Regent for the University of Texas. Dr. Craven is a member of the Corporate Governance and Nominating Committee, the Finance Committee and the Employee Benefits Committee.

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Compensation Committee and is also a member of the Corporate Governance and Nominating Committee and the Executive Committee. He served as the Presiding Director of the Board during fiscal 2009.

Manuel A. Fernandez,63, has served as a director of Sysco since November 2006 and as the non-executive Chairman of the Board since June 28, 2009. He has been ~~employed~~the Managing Director of SI Ventures, a venture capital firm, since 2000 and Chairman Emeritus of Gartner, Inc., a leading information technology research and consulting company, since 2000. Prior to his present positions, Mr. Fernandez was Chairman, President, and Chief Executive Officer of Gartner. Previously, he was President and Chief Executive Officer at Dataquest, Inc., Gavilan Computer Corporation, and Zilog Incorporated. Mr. Fernandez also serves on the board of directors of Brunswick Corporation, Flowers Foods, Inc., The Black & Decker Corporation and several private companies and foundations. Mr. Fernandez is a member of the Corporate Governance and Nominating Committee, the Compensation Committee and the Executive Committee.

Hans-Joachim Koerber, 63, has served as a director of Sysco since January 2008. Dr. Koerber served as the chairman and chief executive officer of METRO Group, Germany’s largest retailer, from 1999 until his retirement in October 2007. Dr. Koerber is a director of Air Berlin PLC, Skandinaviska Enskilda Benken AB and Esprit Holdings Limited. Dr. Koerber is a member of the Audit Committee and the Finance Committee.

Jackie M. Ward, 71, has served as a director of Sysco since September 2001. Ms. Ward founded in 1968, and later served as Chairman, President and Chief Executive Officer of, Computer Generation Incorporated, which was acquired in December 2000 by ~~SYSCO~~Intec Telecom Systems PLC, a technology company based in the United Kingdom. Ms. Ward is a director of Flowers Foods, Inc., Sanmina-SCI Corporation and WellPoint, Inc. Ms. Ward is Chairman of the Corporate Governance and Nominating Committee and is also a member of the Compensation Committee and the Executive Committee.

Class I Directors whose terms expire at the 2011 Annual Meeting:

William J. DeLaney, 53, has been a director of Sysco since ~~1982.~~January 2009 and began serving as Sysco’s Chief Executive Officer on March 31, 2009. Mr. ~~Schnieders~~DeLaney began his Sysco career in 1987 as assistant treasurer at the company’s corporate headquarters. He was promoted to treasurer in 1991, and in 1993 he was named a vice president of the company, continuing in those responsibilities until 1994. Mr. DeLaney joined Sysco Food Services of Syracuse in 1996 as chief financial officer, progressed to senior vice president in 1998 and executive vice president in 2002. In 2004, Mr. DeLaney was appointed president and chief executive officer of Sysco Food Services of Charlotte. He held that position until December 2006, when he was named Sysco’s Senior Vice President of Financial Reporting. Effective July 1, 2007, Mr. DeLaney was promoted to the role of Executive Vice President and Chief Financial Officer and has continued to serve in such position following his promotion to CEO until the appointment of Sysco’s new Chief Financial Officer becomes effective on October 5, 2009. Mr. DeLaney is Chairman of the Executive Committee and Chairman of the Employee Benefits Committee and is also a member of the Finance Committee.

Judith B. Craven, M.D., 64, has served as a director of Sysco since July 1996. Dr. Craven served as President of the United Way of the Texas Gulf Coast from 1992 until her retirement in September 1998. Dr. Craven is also a director of Belo Corporation, Luby’s, Inc., Sun America Funds and VALIC. Dr. Craven is Chairman of the Corporate Sustainability Committee and is also a member of the Corporate Governance and Nominating Committee, the Compensation Committee and the Employee Benefits Committee.

Phyllis S. Sewell, 78, has served as a director of Sysco since December 1991. Currently retired, she formerly served as Senior Vice President of Federated Department Stores, Inc. Mrs. Sewell is a member of the Compensation Committee and the Corporate Governance and Nominating Committee.

Richard G. Tilghman, 69, has served as a director of Sysco since November 2002. Mr. Tilghman served as Vice Chairman and Director of SunTrust Banks from 1999 until his retirement in 2000. He served as Chairman and Chief Executive Officer of Crestar Financial Corporation, a bank holding company, from 1986 until 1999. Mr. Tilghman is Chairman of the Audit Committee and is also a member of the Finance Committee and the Executive Committee.

Unless otherwise noted, the persons named above have been engaged in the principal occupations shown for the past five years or longer.

57

CORPORATE GOVERNANCE AND BOARD OF DIRECTORS MATTERS

Corporate Governance Guidelines

The Board of Directors has adopted the Sysco Corporation Corporate Governance Guidelines. These guidelines outline the functions of the Board, director responsibilities, and various processes and procedures designed to ensure effective and responsive governance. These guidelines also outline qualities and characteristics we consider when determining whether a member or candidate is qualified to serve on the Board, including diversity, skills, experience, time available and the number of other boards the member sits on, in the context of the needs of the Board and ~~SYSCO.~~Sysco. We review these guidelines from time to time in response to changing regulatory requirements and best practices and revise them accordingly. WeThe guidelines were last revised ~~the guidelines~~ in May ~~2007.~~2009. We have published the Corporate Governance Guidelines on our website under “Investors — Corporate Governance” at~~www.sysco.com/investor/governance.html.~~www.sysco.com ~~You~~and you may obtain ~~the Corporate Governance Guidelines~~a copy in print by writing to the Investor Relations Department, ~~SYSCO~~Sysco Corporation, 1390 Enclave Parkway, Houston, Texas77077-2099.

Code of Business Conduct

We require all of our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer and controller to comply with our long-standing Code of Business Conduct to help ensure that we conduct our business in accordance with the highest standards of moral and ethical behavior. Our Code of Business Conduct addresses:


	•	professional conduct, including customer relationships, equal opportunity, payment of gratuities and receipt of payments or gifts,
	•	competition and fair dealing,
	•	compliance with the Foreign Corrupt Practices Act,
	•	political contributions,
	•	antitrust,
	•	conflicts of interest,
	•	legal compliance, including compliance with laws addressing insider trading,
	•	financial disclosure,
	•	intellectual property, and
	•	confidential information.

The Code, which was last updated in September 2007,requires strict adherence to all laws and regulations applicable to our ~~business. It also~~business and requires employees to report any violations or suspected violations of the ~~Code; employees may utilize SYSCO’s ethics hotline for this purpose. The Code also includes an anti-retaliation statement.~~Code. We have published the Code of Business Conduct on our website under “Investors — Corporate Governance” at~~www.sysco.com/investor/governance.html.~~www.sysco.com.You may obtain the Code in print by writing to the Investor Relations Department, ~~SYSCO~~Sysco Corporation, 1390 Enclave Parkway, Houston, Texas77077-2099.

Director Independence

Our Corporate Governance Guidelines require that at least a majority of our directors meet the criteria for independence that the New York Stock Exchange has established for continued listing, ~~and all applicable legal requirements.~~as well as the additional criteria set forth in the Guidelines. Additionally, we require that all members of the Audit Committee, Compensation Committee and Corporate Governance and Nominating Committee be ~~independent.~~independent and that all members of the Audit Committee satisfy the additional requirements of the New York Stock Exchange and applicable rules promulgated under the Securities Exchange Act of 1934.

Under New York Stock Exchange listing standards, to consider a director to be independent, we must determine that he or she has no material relationship with ~~SYSCO~~Sysco other than as a director. The standards specify the criteria by which we must determine whether directors are independent, and contain guidelines for directors and their immediate family members with respect to employment or affiliation with ~~SYSCO~~Sysco or its independent public accountants.

In addition to the NYSE’s standards for independence, our Corporate Governance Guidelines contain categorical standards that provide that the following relationships will not impair a director’s independence:


	•	if a ~~SYSCO~~Sysco director is an executive officer of another company that does business with ~~SYSCO~~Sysco and the annual sales to, or purchases from, ~~SYSCO~~Sysco are less than two percent of the annual revenues of the ~~other company;~~company he or she serves as an executive officer;

	•	if a ~~SYSCO~~Sysco director is an executive officer of another company which is indebted to ~~SYSCO,~~Sysco, or to which ~~SYSCO~~Sysco is indebted, and the total amount of either company’s indebtedness to the other is less than two percent of the total consolidated assets

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		of the company he or she serves as an executive ~~officer;~~officer, so long as payments made or received by Sysco as a result of such indebtedness do not exceed the two percent thresholds provided above with respect to sales and purchases; and

6

Chairman of the Board and Presiding Director

~~The non-management directors meet in executive session without members of management present at every regular Board meeting.~~ During fiscal ~~2007,~~2009, the non-management directors held ~~five~~three executive sessions without the CEO or any other member of management present. Mr. ~~Tilghman~~Cassaday served as presiding director and presided at these executive sessions during fiscal ~~2007. The independent members~~2009. Concurrently with Mr. Schnieders’ retirement effective June 27, 2009, Mr. Fernandez was chosen to serve as the non-executive Chairman of Sysco’s Board of Directors. Sysco’s Corporate Governance Guidelines provide that at any time that the Chairman of the Board ~~have adopted a rotation system by which, beginning on~~is an independent director, he or she shall also be deemed to be the ~~first day of SYSCO’s 2008 fiscal year,~~Presiding Director. Whenever the ~~chairs~~Chairman of the Corporate Governance and Nominating, Compensation, Finance (but only if such chair has been determined to be independent) and Audit Committees began rotating for one-year terms as presiding director. Ms. Ward, chairBoard is also a current or former officer of the ~~Corporate Governance and Nominating Committee,~~Company or is otherwise not an independent director, the ~~current~~Board will choose a separate presiding director ~~for fiscal 2008.~~ annually from among the independent directors. Because he is an independent director serving as Chairman of the Board, Mr. Fernandez is also currently serving as the presiding director.

The Chairman of the Board (as presiding ~~director,~~director), among other things, establishes the agenda for, and presides at, meetings of the non-employee directors. In addition, the independent directors, exclusive of all directors who have not been determined to be independent, meet in executive session at least once a year, and the Chairman (as presiding ~~director~~director) presides at such meetings.

The Chairman has the following additional duties and responsibilities:


	•	serving as the primary liaison between the independent directors and the Chief Executive Officer;

	•	overseeing information and materials sent to the Board;

	•	reviewing meeting agendas and schedules for meetings of the Board with the Chief Executive Officer; and

	•	being available for consultation and director communication.

Board Meetings and Attendance

The Board of Directors held ~~nine~~ten meetings, including five regular meetings and ~~four~~five special meetings, during fiscal ~~2007,~~2009, and all directors attended 75% or more of the aggregate of:


	•	the total number of meetings of the Board of Directors, and
	•	the total number of meetings held by all committees of the Board on which he or she served during fiscal ~~2007.~~2009.

~~The Board generally expects~~It is the Board’s policy that directors to attend the Annual Meeting of ~~Stockholders.~~Stockholders, to the extent practicable. In fiscal ~~2007,~~2009, all directors who were in office at that time attended the Annual Meeting ~~except for Ms. Newcomb, who was unable to attend.~~held in November 2008.

Committees of the Board

~~The following directors~~As of the date of this proxy statement, each of the individuals continues to serve on the committees ~~indicated:~~listed in his or her biographical information under “Election of Directors.”

~~Corporate Governance~~

~~Audit~~

~~Compensation~~

~~and Nominating~~

~~Name~~

~~Committee~~

~~John M. Cassaday~~

X*

X

~~Judith B. Craven~~

X

~~Manuel A. Fernandez~~

X

~~Joseph A. Hafner, Jr.~~

X

~~Richard G. Merrill~~

X

~~Nancy S. Newcomb~~

X

~~Phyllis S. Sewell~~

X

~~Richard G. Tilghman~~

X

*

X

~~Jackie M. Ward~~

X

*


*		~~Chair of the Committee~~

Audit Committee — The Audit Committee held 14twelve meetings during fiscal ~~2007.~~2009. During fiscal 2009, Mr. Hafner, Dr. Koerber, Ms. Newcomb and Mr. Tilghman (Chair) served on the Audit Committee for the full year, and Mr. Richard G. Merrill served on the Committee until his retirement on November 19, 2008. The Audit Committee oversees and reports to the Board with respect to various auditing and accounting matters, including:


	•	the selection of the independent public accountants,
	•	the scope of audit procedures,
	•	the nature of all audit and non-audit services to be performed by the independent public accountants,
	•	the fees to be paid to the independent public accountants,
	•	the performance of the independent public accountants, and
	•	~~SYSCO’s~~Sysco’s accounting practices and policies.

The Audit Committee also reviews with the Finance Committee enterprise-wide risk assessment and risk management policies, and assists the Board in its oversight of legal and regulatory compliance. Each member of the Audit Committee is financially literate and has been determined by the Board to be independent, as defined in the New York Stock Exchange’s listing standards and Section 10A(m)(3) of the Securities Exchange Act of 1934. No Audit Committee member serves on the audit committees of more than two other companies. The Board has determined that Messrs. Hafner ~~Merrill~~ and Tilghman and Ms. Newcomb each meet the definition of an audit committee financial expert as promulgated by the Securities and Exchange Commission. ~~The Report of the Audit Committee begins on page 61.~~

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Compensation Committee — The Compensation Committee held ~~six~~nine meetings during fiscal ~~2007.~~2009. During fiscal ~~2007,~~2009, Mr. Cassaday (Chair), Dr. Craven, Mr. Fernandez, Mr. Merrill, Mrs. Sewell, Mr. Tilghman and Ms. Ward served on the

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Compensation Committee. Mr. Merrill served on the Committee until his retirement on November 19, 2008. Mr. Tilghman served on the Committee until May 15, 2009, and Dr. Craven and Mr. Fernandez were appointed to the Committee effective May 15, 2009. All other committee members served for the full year. The function of the Compensation Committee is to determine and approve all compensation of the Chief Executive Officer and the other executive officers, including the named executive officers, and to oversee the administration of:


	•	~~SYSCO’s~~Sysco’s Management Incentive Plans,
	•	stock incentive and option plans,
	•	the 2004 ~~Mid-Term Incentive~~Cash Performance Unit Plan,
	•	the ~~Supplemental~~2008 Cash Performance ~~Based Bonus~~Unit Plan,
	•	the Supplemental Executive Retirement Plan,
	•	the Executive Deferred Compensation Plan, and
	•	all other executive benefit plans.

Except for decisions that impact the compensation of the Chief Executive Officer, the Compensation Committee is authorized to delegate any decisions it deems appropriate to a subcommittee. In such a case, the subcommittee must promptly make a report of any action that it takes to the full Compensation Committee. For a detailed description of the Compensation Committee’s processes and procedures for consideration and determination of executive compensation, including the role of executive officers and compensation consultants in recommending the amount and form of executive compensation, see “Compensation Discussion and Analysis” ~~beginning on page 19.~~.

Corporate Governance and Nominating Committee — The Corporate Governance and Nominating Committee held ~~five~~nine meetings during fiscal ~~2007.~~2009. During fiscal 2009, Ms. Ward (Chair), Mr. Cassaday, Dr. Craven, Mr. Fernandez and Mrs. Sewell served on the Corporate Governance and Nominating Committee. All committee members served for the full year. The function of the Corporate Governance and Nominating Committee is to:


	•	propose directors, committee members and officers to the Board for election or reelection,
	•	to oversee the evaluation of management, including the Chief Executive Officer,
	•	to review the performance of the members of the Board and its committees,
	•	recommend to ~~consider~~the Board the annual compensation of non-employee directors,
	•	to review related ~~person~~party transactions, ~~and~~
	•	to review and make recommendations regarding the organization and effectiveness of the Board and its committees, the establishment of corporate governance principles, the conduct of meetings, succession planning and ~~SYSCO’s~~Sysco’s governing ~~documents.~~documents, and
	•	monitor compliance with and approve waivers to Sysco’s Code of Business Conduct and Ethics and Policy on Trading in Company Securities.

Finance Committee — The Finance Committee held five meetings during fiscal ~~2007.~~2009. During fiscal 2009, Mr. Hafner (Chair), Dr. Craven, Mr. DeLaney, Mr. Fernandez, Mr. Golden, Dr. Koerber, Ms. Newcomb, Mr. Schnieders, Mr. Spitler and Mr. Tilghman served on the Finance Committee. Dr. Craven, Mr. Fernandez and Mr. Schnieders served on the Committee through May 15, 2009, and Mr. DeLaney, Mr. Spitler and Mr. Tilghman were appointed to the Committee effective May 15, 2009. All other Committee members served for the full year. The function of the Finance Committee is to assist the Board in satisfying its fiduciary responsibilities relating to ~~SYSCO’s~~Sysco’s financial performance and financial planning. The Finance Committee:


	•	reviews policies regarding capital structure, dividends and liquidity;
	•	reviews with the Audit Committee risk assessment and risk management policies;
	•	reviews and recommends the sale or issuance of equity and certain debt securities;
	•	reviews acquisitions and financing alternatives;
	•	reviews and approves certain capital expenditures;
	•	establishes and monitors high-level investment and funding objectives and investment performance and funding of ~~SYSCO’s~~Sysco’s tax-qualified retirement and non-qualified benefit plans; and
	•	reviews and oversees ~~SYSCO’s~~Sysco’s information technology and security matters.

The Finance Committee annually reviews with the Audit Committee ~~SYSCO’s~~Sysco’s enterprise-wide risk assessment and risk management policies, policies regarding financial risk management and insurance risk management strategies. In addition, the Finance Committee assists the Audit Committee in reviewing and overseeing ~~SYSCO’s~~Sysco’s environmental, health and safety matters and related regulatory compliance. The Finance Committee reports regularly, and makes recommendations to the Audit Committee regarding specific actions to be taken in this area at least annually.

11

~~The Finance Committee is chaired by Mr. Hafner, and its members include Dr. Craven, Mr. Fernandez, Mr. Golden, Ms. Newcomb and Mr. Schnieders.~~

Executive Committee — The Executive Committee did not meet during fiscal ~~2007.~~2009. During fiscal 2009, Mr. Schnieders (Chair), Mr. Cassaday, Mr. DeLaney, Mr. Hafner, Mr. Spitler, Mr. Tilghman and Ms. Ward served on the Executive Committee. Mr. DeLaney and Mr. Spitler were appointed to the Committee effective May 15, 2009. All other committee members served for the full year. In conjunction with Mr. Schnieders’ retirement, Mr. Fernandez was appointed Chair of the Committee effective June 28, 2009. The Executive Committee is authorized to exercise all of the powers of the Board when necessary, to the extent permitted by applicable law. ~~The Executive Committee is chaired by Mr. Schnieders, and its members include Mr. Cassaday, Mr. Hafner, Mr. Tilghman and Ms. Ward.~~

Employee Benefits Committee — The Employee Benefits Committee met once during fiscal 2009. During fiscal 2009, Mr. DeLaney, Mr. Hafner, Mr. Schnieders, Mr. Spitler and Dr. Craven served on the Employee Benefits Committee. Mr. Schnieders served on the Committee and acted as its Chair through February 13, 2009. Messrs. DeLaney and Spitler were appointed to the Committee effective February 13, 2009, and Mr. DeLaney has served as its Chair since that date. Mr. Hafner was appointed to the Committee effective May 15, 2009. The Employee Benefits Committee’s purpose is to oversee the maintenance and administration of the Corporation’s employee stock purchase, employee welfare benefit, and tax-qualified retirement plans,

9

The Committee typically recommends director candidates to the Board in early July of each year. The Committee will consider in advance of ~~SYSCO’s~~Sysco’s next Annual Meeting of stockholders those director candidate recommendations that the Committee receives by May 1st.

With respect to all incumbent and new candidates that the Committee believes merit consideration, the Committee will:


	•	cause to be assembled information concerning the background and qualifications of the candidate, including information required to be disclosed in ~~the company’s~~a proxy statement under the rules of the SEC or any other regulatory agency or exchange or trading system on which ~~the company’s~~Sysco’s securities are listed, and any relationship between the candidate and the person or persons recommending the candidate;

	•	determine if the candidate satisfies the qualifications required by the company’s Corporate Governance Guidelines of candidates for election as director, as set forth ~~under “Corporate Governance Guidelines”~~ above;

	•	determine if the candidate possesses qualities, experience or skills that the Committee has determined to be desirable;

	•	consider the contribution that the candidate can be expected to make to the overall functioning of the Board;

	•	consider the candidate’s capacity to be an effective director in light of the time required by the candidate’s primary occupation and service on other boards;

	•	consider the extent to which the membership of the candidate on the Board will promote diversity among the directors; and

10

EXECUTIVE OFFICERS

The following persons currently serve as executive officers of ~~SYSCO. Each~~Sysco. Except for Mr. Kreidler, each person listed below has served as an officer of ~~SYSCO~~Syscoand/or its subsidiaries for at least the past five years.


Name	Title	Age

Larry J. Accardi*	~~Executive Vice President, Sales~~		58
~~Kenneth J. Carrig~~	~~Executive Vice President and Chief Administrative Officer~~		50
~~Robert J. Davis~~William B. Day	Senior Vice President, ~~Market Development~~Merchandising and Supply Chain		4952
William J. ~~DeLaney~~DeLaney*	Chief Executive ~~Vice President~~Officer and Chief Financial Officer		5153
Kirk G. Drummond	Senior Vice President of Finance and Treasurer		5254
G. Mitchell Elmer	Senior Vice President, Controller and Chief Accounting Officer		4850
Michael W. Green*	Executive Vice President, Northeast and North Central U.S. Foodservice Operations		50
James D. Hope	Senior Vice President, ~~Sales and Marketing~~Business Transformation		4749
Robert C. Kreidler	Executive Vice President and Chief Financial Officer		45
Michael C. Nichols	Senior Vice President, General Counsel and Corporate Secretary		5557
Larry G. Pulliam*	Executive Vice President, ~~Global Sourcing and Supply Chain~~Foodservice Operations		5153
Richard J. SchniedersStephen F. Smith	~~Chairman~~Executive Vice President, South and ~~Chief Executive Officer~~West U.S. Foodservice Operations		59
Kenneth F. Spitler*	Vice Chairman, President and Chief Operating Officer		5860


*		Named Executive Officer

~~Larry J. Accardi~~became SYSCO’s Executive Vice President, Sales on July 1, 2007. He has announced his planned retirement from SYSCO, effective December 31, 2007. Mr. Accardi began his career at SYSCO as Director of Program Accounts at its operating company in Memphis, Tennessee. He progressed through several positions at that company and was named President and Chief Operating Officer of SYSCO’s operation in Jackson, Mississippi in 1989, adding the title of Chief Executive Officer in 1992. In 1995, Mr. Accardi transferred to the Atlanta operating company as President and Chief Executive Officer and was then promoted to Senior Vice President of Operations of the Northeast Region in 1998. In 2000, he transferred to the corporate headquarters and was promoted to Executive Vice President of Merchandising Services. He then served as Executive Vice President of Contract Sales and President of the Specialty Distribution Companies from January 2002 until July 1, 2007, when he assumed his current responsibilities.

~~Kenneth J. Carrig~~has served as Executive Vice President and Chief Administrative Officer of SYSCO since 2005. Prior to accepting his current position, Mr. Carrig served as Senior Vice President of Administration from 1999 to 2005.

~~Robert J. Davis~~William B. Dayhas served as Senior Vice President ~~Market Development,~~— Merchandising and Supply Chain since July ~~2007. During~~1, 2009. He began his~~33-year~~ Sysco career in 1983 as a staff accountant at Sysco’s Memphis, Tennessee subsidiary. Between 1984 and 1987 he divided his time between Sysco’s corporate headquarters and Sysco’s Atlanta subsidiary, where he served as the Chief Financial Officer. In 1987 Mr. ~~Davis has~~Day officially moved to Sysco’s corporate headquarters in Houston where he served in a variety of ~~positions for SYSCO and its subsidiaries. He~~roles until 1999, when he was promoted to Assistant Controller. Mr. Day started Sysco’s RDC project in 2000, was named Vice President, Supply Chain Management in 2003 and ~~Chief Executive Officer of SYSCO’s operation in Rome, Georgia in 1985, and then transferred~~was promoted to SYSCO’s Asheville, North Carolina operation in 1990, where he progressed to President and Chief Executive Officer in 1991. In 1997, he assumed the role of President and Chief Executive Officer of SYSCO’s operation in Charlotte, North Carolina. He then transferred to corporate headquarters and served as Senior Vice President, ~~Contract Sales, from October 2004 until~~Supply Chain in July 2007.

William J. DeLaney~~was promoted to the role~~is described under “Election of SYSCO’s Executive Vice President and Chief Financial Officer, effective July 1, 2007. Mr. DeLaney began his SYSCO career in 1987 as assistant treasurer at SYSCO’s corporate headquarters. He was promoted to Treasurer in 1991, and in 1993 he was named a Vice President, continuing in those responsibilities until 1994. Mr. DeLaney joined Sysco Food Services of Syracuse in 1996 as Chief Financial Officer, progressed to Senior Vice President in 1998 and Executive Vice President in 2002. In 2004, Mr. DeLaney was appointed President and Chief Executive Officer of Sysco Food Services of Charlotte. He held that position until December 2006, when he was named Senior Vice President of Financial Reporting, a position he has held until his promotion to his current title.Directors”.

Kirk G. Drummondhas served as ~~SYSCO’s~~Sysco’s Senior Vice President, Finance and Treasurer since December, 2005. Mr. Drummond joined ~~SYSCO~~Sysco in 1986 as Controller of ~~SYSCO’s~~Sysco’s Grand Rapids, Michigan subsidiary. In 1989 he transferred to ~~SYSCO’s~~Sysco’s Atlanta operation as Chief Financial Officer and Controller, a position he held until 1992 when he assumed the added duties of Vice President of Finance. Mr. Drummond relocated to ~~SYSCO’s~~Sysco’s corporate headquarters in Houston in 1997 when he was appointed Vice President and Controller. He was named Vice President and Chief Information Officer in 2000 and served in

12

becoming Manager in 1992. He transferred to Sysco Food Services of Kansas City, Inc. in 1993 as Chief Financial Officer, where he was named President and Chief Executive Officer in 2000. Mr. Hope served as Group President, Demand, in the company’s Strategic Group from December 2005 until July 2007. He was promoted in July 2007 to Senior Vice President, Sales and Marketing, a position he held until November 2008.

Robert C. Kreidler began serving as Sysco’s Executive Vice President and Chief Financial Officer on October 5, 2009. Mr. Kreidler most recently served as Chief Financial Officer for C&S Wholesale Grocers from February 2007 through March 2009. Between December 2003 and February 2007, he served as Senior Vice President of Corporate Strategy and Treasurer for Yum! Brands, Inc., which includes the worldwide operations of KFC, Pizza Hut, Taco Bell, Long John Silver’s and A&WAll-American Food Restaurants.

Michael C. Nicholshas served as ~~SYSCO’s~~Sysco’s General Counsel since 1998, assumed the added responsibility of Corporate Secretary in 2002, and was promoted to Senior Vice President in July 2006. In 2009, Mr. Nichols assumed additional responsibilities for the oversight of Sysco’s Human Resources and Administrative functions. Mr. Nichols began his ~~SYSCO~~Sysco career in 1981 as General Counsel at ~~SYSCO’s~~Sysco’s corporate office in Houston, a position he held through 1988. In 1991, he rejoined ~~SYSCO~~Sysco Corporation as Vice President of Management Development and Human Resources, and in 1998 he advanced to the position of General Counsel.

Larry G. Pulliamhas served as ~~SYSCO’s~~Sysco’s Executive Vice President, ~~Global Sourcing and Supply Chain~~Foodservice Operations since July ~~2007.~~2009. In his new role, Mr. Pulliam has responsibility for Sysco’s specialty companies and SYGMA (Sysco’s quick-serve restaurant distribution company), while continuing to have executive management responsibility for Sysco’s sales to contract andmulti-unit customers in the casual dining and large venue market segments. Mr. Pulliam began his foodservice career in ~~1974~~1975 with a regional foodservice company in Fort Worth, Texas. He served in a variety of areas for that company, from warehouse operations to information services, before joining ~~SYSCO’s~~Sysco’s corporate office in 1987. Mr. Pulliam was named Vice President of Operations for ~~SYSCO’s~~Sysco’s Los Angeles operation in 1991, and in 1995 he transferred to the Baltimore subsidiary to serve as Executive Vice President and Chief Operating Officer. He returned to ~~SYSCO’s~~Sysco’s corporate office in 1997 as Vice President and Chief Information Officer, a position he held until he was promoted to President and Chief Executive Officer of Sysco Food Services of Houston, LP in 2000. Mr. Pulliam then returned to ~~SYSCO’s~~Sysco’s corporate office as Senior Vice President, Merchandising Services in 2002 and served in that role until 2005, when he was promoted to Executive Vice President, Merchandising Services. From 2005 to July 2009, he served as Executive Vice President, Global Sourcing and Supply Chain.

~~Richard J. Schnieders~~Stephen F. Smith~~is described under “Election~~has served as Executive Vice President of ~~Directors” on page 5.~~

~~Kenneth F. Spitler~~South and West U.S. Foodservice Operations since January 2008. Mr. Smith began his career at Sysco in 1980, progressing through positions of increasing responsibility at several operating companies. Mr. Smith was ~~promoted to the role of President and Chief Operating Officer, effective July 1, 2007. Mr. Spitler is a21-year~~ ~~SYSCO veteran. He has held a variety of executive positions with SYSCO, including serving~~appointed as President and Chief Executive Officer of ~~SYSCO’s Detroit~~Sysco’s Atlanta, Georgia operations in 1983, of Sysco’s Little Rock, Arkansas operations in 1987, and ~~Houston broadline operating companies.~~of Sysco Food Services of Central Florida in 1995. In ~~2000, he~~June 2002, Mr. Smith was ~~named~~promoted to Senior Vice President, ofFoodservice Operations for ~~the Northeast~~Sysco’s Southeast Region, ~~with responsibility for 14 SYSCO operating companies in eight states. Mr. Spitler relocated to SYSCO’s corporate headquarters in 2002, when~~a position that he held until he was promoted to Executive Vice President of Redistribution and Foodservice Operations with responsibility for nationwide broadline operations and the development of redistribution facilities. He was promoted to the position of Executive Vice President and President of North American foodservice operations in January 2005, and served in that role until his promotion to his current ~~position.~~title.

Kenneth F. Spitleris described under “Election of Directors”.

Management Development and Succession Planning

~~The~~On an ongoing basis, the Board plans for succession to the position of CEO and other key management positions, and the Corporate Governance and Nominating Committee oversees this management development and succession planning process. To assist the Board, the CEO periodically provides the Board with an assessment of senior executives and their potential to succeed to the position of CEO, as well as perspective on potential candidates from outside the company. ~~The Board has available on a continuing basis~~In addition, the ~~CEO’s recommendation should he be unexpectedly unable to serve. The~~ CEO ~~also~~periodically provides the Board with an assessment of potential successors to other key positions.

During fiscal 2008, as part of the Board’s ongoing succession planning, the executive management team engaged an independent advisor to evaluate and analyze the strengths and weaknesses of Sysco’s top executives. In addition, in fiscal 2009, the Board and its Corporate Sustainability Committee engaged in discussions with management regarding increasing the diversity of Sysco’s executive management team. In addition, the Chief Executive Officer and Chief Operating Officer have included Sysco’s effectiveness in management development and succession planning as part of their fiscal 2010 non-financial performance goals, which are reviewed at the end of the fiscal year by the Compensation and Corporate Governance and Nominating Committees. Management development and succession planning remain top priorities of executive management and the Board.

1315

STOCK OWNERSHIP

The following table sets forth certain information with respect to the beneficial ownership of ~~SYSCO’s~~Sysco’s common stock, as of September ~~11, 2007,~~21, 2009, by (i) each director and each director nominee, (ii) each named executive officer (as defined ~~on page 19)~~under “Compensation Discussion and Analysis”), and (iii) all directors, director nominees and executive officers as a group. To our knowledge, no person or group beneficially ~~owns~~owned more than 5% of our common ~~stock.~~stock as of September 21, 2009. Unless otherwise indicated, each stockholder identified in the table has sole voting and investment power with respect to his or her shares. Fractional shares have been rounded down to the nearest whole share.


							Shares of			Total Shares of											Shares of			Total Shares of
	Shares of			Shares of			Common Stock			Common Stock			Percent of		Shares of			Shares of			Common Stock			Common Stock			Percent of
	Common Stock			Common Stock			Underlying			Beneficially			Outstanding		Common Stock			Common Stock			Underlying			Beneficially			Outstanding
	Owned Directly(1)			Owned Indirectly			Options(2)			Owned(1)(2)			Shares(3)		Owned Directly			Owned Indirectly			Options(1)			Owned(1)			Shares(2)

Larry J. Accardi		165,000			—			363,800			528,800			*
John M. Cassaday		19,165			3,500	(4)		5,532			28,197			*		34,878	(3)		3,500	(4)		15,000			53,378			*
Judith B. Craven		31,691			—			37,532			69,223			*		37,325	(3)		—			47,000			84,325			*
William J. DeLaney																64,073			—			128,480			192,553			*
Manuel A. Fernandez		9,673			—			1,166			10,839			*		24,615	(3)		—			3,500			28,115			*
Jonathan Golden		44,739			18,500	(4)		61,532			124,771			*		54,163	(3)		18,500	(4)		47,000			119,663			*
Michael W. Green																20,853			—			199,968			220,821
Joseph A. Hafner, Jr.		15,195			—			13,532			28,727			*		30,908	(3)		—			23,000			53,908			*
Richard G. Merrill		45,901			—			61,532			107,433			*
Hans-Joachim Koerber																13,061	(3)		—			—			13,061			*
Nancy S. Newcomb		9,000			—			1,166			10,166			*		19,267	(3)		—			3,500			22,767			*
Larry G. Pulliam		107,631			—			220,400			328,031			*		143,078			—			325,400			468,478			*
Richard J. Schnieders		310,240			61,604	(5)		419,000			790,844			*
Richard J. Schnieders(5)																342,184			61,604	(6)		709,000			1,112,788			*
Phyllis S. Sewell		34,691			—			53,532			88,223			*		41,851	(3)		—			47,000			88,851			*
Steven F. Smith																55,043			—			263,200			318,243
Kenneth F. Spitler		66,214			122,688	(6)		315,800			504,702			*		177,348			100,215	(7)		456,200			733,763			*
John K. Stubblefield, Jr.(7)		102,466			—			288,800			391,266
Richard G. Tilghman		20,728			1,957	(4)		21,532			44,217			*		36,441	(3)		1,957	(6)		31,000			69,398			*
Jackie M. Ward		21,489			—			29,532			51,021			*		37,817	(3)		61	(6)		39,000			76,878			*
All Directors and Executive Officers as a Group (21 Persons)		1,077,710	(8)		208,865	(9)		2,404,014	(10)		3,690,589	(8)(9)(10)		*
All Directors, Director Nominees and Executive Officers as a Group (20 Persons)																917,523	(8)		133,923	(9)		2,263,128	(10)		3,314,574	(8)(9)(10)		*


(*)		Less than 1% of outstanding shares.

(1)		Includes an aggregate of 4,341 shares that were elected to be received by the non-employee directors in lieu of retainer fees during the first half of calendar 2007, and 2,164 matching shares. Pursuant to the Non-Employee Directors Stock Plan, these shares will be issued on December 31, 2007 or within 60 days after a non-employee director ceases to be a director, whichever occurs first. Such shares are deemed outstanding for computing the percentage ownership of the persons holding such shares, but are not deemed outstanding for computing the percentage ownership of any other persons.

~~(2)~~		~~Includes~~ shares underlying options that are presently exercisable or will become exercisable within 60 days after September ~~11, 2007.~~21, 2009. Shares subject to options that are presently exercisable or will become exercisable within 60 days after September ~~11, 2007~~21, 2009 are deemed outstanding for purposes of computing the percentage ownership of the person holding such options, but are not deemed outstanding for purposes of computing the percentage ownership of any other persons.

~~(3)~~(2)		Applicable percentage ownership at September ~~11, 2007~~21, 2009 is based on ~~609,557,647~~591,305,919 shares outstanding, adjusted as described in footnotes (1) and (3).

(3)		Includes the ~~case~~following shares that were elected to be received in lieu of ~~certain options~~non-employee director retainer fees during the first half of calendar 2009, and ~~retainer~~related matching shares under the Non-Employee Directors Stock Plan: Mr. Cassaday — 938 elected shares and 469 matching shares, Dr. Craven — 938 elected shares and 469 matching shares, Mr. Fernandez — 772 elected shares and 385 matching shares, Mr. Golden — 772 elected shares and 385 matching shares, Mr. Hafner — 938 elected shares and 469 matching shares, Dr. Koerber — 540 elected shares and 270 matching shares, Ms. Newcomb — 772 elected shares and 385 matching shares, Mrs. Sewell — 772 elected shares and 385 matching shares, Mr. Tilghman — 938 elected shares and 469 matching shares and Ms. Ward — 938 elected shares and 469 matching shares. These shares will be issued on December 31, 2009 or within 60 days after a non-employee director ceases to be a director, whichever occurs first. These shares are deemed outstanding for purposes of computing the percentage ownership of the persons holding such shares, but are not deemed outstanding for purposes of computing the percentage ownership of any other persons.

(4)		These shares are held by a family trust or corporation affiliated with the director.

16


(5)		Mr. Schnieders retired as Chief Executive Officer effective March 31, 2009 and as executive Chairman of the Board effective June 27, 2009.

~~(5)~~(6)		These shares are held by the spouse of the director or executive officer.

~~(6)~~(7)		The total number of shares owned indirectly by Mr. Spitler includes 190 shares held by his children and ~~122,498~~100,025 shares held by a family limited partnership.

~~(7)~~		~~Mr. Stubblefield retired as Executive Vice President, Finance and Chief Financial Officer and retired from the Board on June 30, 2007.~~

(8)		Includes an aggregate of ~~176,353~~126,802 shares directly owned by the current executive officers other than the named executive officers. Does not include any shares held by Mr. ~~Stubblefield,~~Schnieders, who retired on June ~~30, 2007.~~27, 2009, or Robert C. Kreidler, who became an executive officer on October 5, 2009.

(9)		Includes an aggregate of ~~616~~9,690 shares owned by the spouses and/or dependent children of current executive officers other than the named executive officers.

14

accordance with SFAS 123(R) of $78,260. Ms. Day is included with other MIP participants under the fiscal 2010 MIP program, although her target bonus as a Vice President is lower than that of the named executive officers. See “Executive Compensation — 2005 Management Incentive Plan.” She is also a participant in the SERP, the EDCP and other regular and customary employee benefit plans, programs and benefits generally available to our officers, including those described in the “Compensation Discussion and Analysis” section, under the heading “Benefits, Perks and Other Compensation.”

The Corporate Governance and Nominating Committee has approved all of the above transactions in accordance with the disclosed policies and procedures.

EQUITY COMPENSATION PLAN INFORMATION

The following table sets forth certain information regarding equity compensation plans as of June ~~30, 2007.~~27, 2009.


						Number of Securities
						Remaining								Number of Securities
	Number of Securities to be					Available for Future Issuance								Remaining
	Issued Upon Exercise of			Weighted-Average Exercise		Under Equity Compensation			Number of Securities to be					Available for Future Issuance
	Outstanding Options, Warrants			Price of Outstanding Options,		Plans (Excluding Securities			Issued Upon Exercise of			Weighted-Average Exercise		Under Equity Compensation
	and Rights			Warrants and Rights		Reflected in Column(a))			Outstanding Options, Warrants			Price of Outstanding Options,		Plans (Excluding Securities
Plan Category	(a)			(b)		(c)			and Rights			Warrants and Rights		Reflected in Second Column)

Equity compensation plans approved by security holders		63,318,867	(1)	$	29.41		18,899,920	(2)(3)		68,398,952	(1)	$	29.72		21,530,737	(2)(3)
Equity compensation plans not approved by security holders		–0–			–0–		–0–			—			—		—
Total		63,318,867	(1)	$	29.41		18,899,920	(2)(3)		68,398,952	(1)	$	29.72		21,530,737	(2)(3)

17


(1)		Does not include ~~117,792~~32,560 shares subject to options that were assumed in connection with our acquisition of Guest Supply, Inc. in March 2001. These options have a weighted average exercise price per share of ~~$13.14.~~$17.66.

(2)		Includes ~~12,523,950~~15,908,961 shares issuable pursuant to our ~~2004~~2007 Stock ~~Option~~Incentive Plan; ~~389,872~~236,794 shares issuable pursuant to our Non-Employee Directors Stock Plan; ~~2,800,000 shares issuable under our 2005 Management Incentive Plan;~~ and ~~3,186,098~~5,384,982 shares issuable pursuant to our Employees’ Stock Purchase Plan as of June ~~30, 2007.~~27, 2009. Does not reflect the 6,000,000 additional shares that we are requesting approval to reserve for issuance under the 1974 Employees’ Stock Purchase Plan or the 30,000,000 shares that we may issue under the 2007 Stock Incentive Plan, if it is approved; does not reflect the issuance of ~~588,143 shares in August 2007 pursuant to the 2005 Management Incentive Plan; or the issuance of 433,910~~540,517 shares in July ~~2007~~2009 pursuant to ~~the 1974~~our Employees’ Stock Purchase Plan. ~~There were 70,668~~

(3)		As of September 21, 2009, a total of 67,276,299 options remained outstanding under all of Sysco’s option plans. These options have a weighted average exercise price of $29.88 and an average remaining term of 3.39 years. As of September 21, 2009, the outstanding unvested shares consisted of 117,256 shares of stock that were issued under the 2005 Non-Employee Director Plan and predecessor plans, as well as 75,822 shares of stock and 5,000 restricted stock units that ~~remained unvested as of September 11, 2007.~~

~~(3)~~		~~As of September 11, 2007, a total of 62,143,413 options remained outstanding~~were issued under all of SYSCO’s option plans. These options have a weighted average exercise price of $29.54 and an average remaining term of 4.74 years. The remaining pool of available shares under SYSCO’s option plans includes approximately 12,571,470 shares authorized under the 2004 Stock Option Plan and 389,872 shares under the 2005 Non-Employee Directors Stock Plan. If the 2007 Stock Incentive Plan, is approved, there will be 30,000,000 available shares under that plan, and we may not issue any new awards under the 2004 Stock Option Plan. Not taking into account the 6,000,000 additional shares that we are requesting approval to reserve for issuance, there are currently 2,752,188 shares remaining available for issuance under the 1974 Employees Stock Purchase Plan. There are also 2,211,857 shares available for issuance under the 2005 Management Incentive Plan.as amended.

1820

COMPENSATION DISCUSSION AND ANALYSIS

The following discussion and analysis ~~particularly the sections regarding~~contains references to target performance levels for our annual and ~~mid-term~~longer-term incentive ~~compensation, contains statements regarding future individual and company performance targets and goals.~~compensation. These targets and goals are disclosed in the limited context of ~~SYSCO’s~~Sysco’s compensation programs and should not be interpreted as management’s expectations or estimates of results or other guidance. We specifically caution stockholders not to apply these statements to other contexts.

Introduction

~~SYSCO~~Sysco is the global leader in selling, marketing and distributing food products, equipment and supplies to the foodservice industry. As such, our long-term success depends on our ability to attract, retain and motivate highly talented individuals who are committed to ~~SYSCO’s~~Sysco’s vision and strategy. One of the key objectives of our executive compensation program is to link executives’ pay to their ~~individual~~ performance and their advancement of ~~SYSCO’s~~Sysco’s overall performance and business ~~strategies, which we believe has made us successful in retaining key executives.~~strategies. Other objectives include aligning the executives’ interests with those of stockholders and encouraging high-performing executives to remain with ~~SYSCO~~Sysco over the course of their careers. The ~~five SYSCO~~six Sysco executives who are identified in the Summary Compensation Table ~~on page 36~~ are referred to as our “named executive officers.” ~~These~~Mr. Schnieders retired as Chief Executive Officer effective March 31, 2009 and as executive Chairman of the Board effective June 27, 2009, after over 26 years of service to Sysco. The remaining five executives have a combined total of ~~more than 120~~over 112 years of service with ~~SYSCO~~Sysco and its affiliates, during which they have gained broad experience and earned promotions to increasing levels of responsibility. The amount of compensation for each named executive officer reflects extensive management experience, continued high performance and exceptional service to ~~SYSCO~~Sysco and our stockholders over a long period of time.

Oversight of the Executive Compensation Program

Unless the context indicates otherwise, references to the “Committee” in this Compensation Discussion and Analysis and the executive compensation section following it refer to the Compensation Committee of the Board of Directors. The Committee determines and approves all compensation of the Chief Executive Officer, or CEO, and ~~SYSCO’s~~Sysco’s other executive officers, including the named executive officers. Although the Compensation Committee meets jointly with the Corporate Governance and Nominating Committee to discuss both the CEO’s personal goals and his performance in achieving such goals in each fiscal year, the Compensation Committee solely approves all compensation awards and payout levels. The Committee develops and oversees programs designed to compensate our corporate officers, including the named executive officers, as well as the presidents and executive vice presidents of our operating companies. The Committee is also authorized to approve all grants of restricted stock, stock options and other awards under our equity-based incentive plans for ~~SYSCO~~Sysco employees. For the past several years and through the first quarter of fiscal 2008, the Committee retained Mercer HR Consulting to assist with the development and design of our executive compensation programs. Mercer also advises the Corporate Governance and Nominating Committee regarding non-employee director compensation. Other than Mercer’s relationship with these two committees of the Board of Directors, SYSCO does not utilize the services of Mercer HR Consulting. Further information regarding the Committee’s responsibilities is found under “Committees of the Board” ~~on page 8~~ and in the Committee’s Charter, available on the ~~SYSCO~~Sysco website at~~www.sysco.com.~~www.sysco.comunder “Investors — Corporate Governance — Committees”.

For the past several years and through September 2009, the Committee retained Mercer as its compensation consultant. Retained by and reporting directly to the Committee, Mercer provided assistance in evaluating Sysco’s executive compensation programs and policies, and, where appropriate, assisted with the redesign and enhancement of elements of the programs. Mercer also advised the Corporate Governance and Nominating Committee with respect to non-employee director compensation. In addition to providing background information and written materials, Mercer representatives attended meetings at which the Committee Chairman believed that Mercer’s expertise would be beneficial to the Committee’s discussions. The Committee reviewed annually the overall fees incurred by the Committee and by management for consulting services provided by Mercer and its affiliates, and the Committee does not believe Mercer’s or its affiliates’ provision of services to management affected in any way the advice Mercer provided to the Committee on executive compensation matters. The Committee is satisfied that Mercer follows rigorous guidelines and practices to guard against any conflict and ensure the objectivity of their advice. There is no overlap between the members of the consulting team that gave advice to the Committee and those involved with other work for Sysco. During fiscal 2009, Sysco’s Canadian subsidiary paid Mercer approximately $127,500 for non-executive benefit consulting services that Mercer was determined by the Canadian subsidiary as best suited to perform.

In September 2009, the consulting team from Mercer who advised the Committee resigned from Mercer to form a new advisory firm, Compensation Advisory Partners, or CAP. The Compensation Committee transferred its consulting arrangement to CAP, and terminated its arrangement with Mercer. For the remainder of fiscal 2010, the Compensation Committee has engaged CAP under the same terms and conditions described above. The CAP team will also continue to provide services to the Corporate Governance and Nominating Committee as described above. However, CAP is not expected to be engaged by Sysco management to perform any services for management or for Sysco’s Canadian subsidiary.

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Executive Compensation Philosophy and Core Principles

Since the early 1970s, our executive compensation plans have directly linked a substantial portion of annual executive compensation to ~~SYSCO’s performance, including increases in earnings per share, return on stockholders’ equity and operating company~~Sysco’s performance. These plans are designed to deliver superior compensation for superior individual and company performance; likewise, when individualand/or company performance falls short of expectations, certain programs deliver lower levels of compensation. However, the Committee tries to balancepay-for-performance objectives with retention considerations, so that even during temporary downturns in company performance, the programs continue to ensure that successful, high-achieving employees ~~will~~ remain at ~~SYSCO.~~Sysco. Furthermore, to attract and retain highly skilled management, our compensation program must remain competitive with that of comparable employers who compete with us for talent.

The ~~Committee reviews our overall~~following key principles are the cornerstone of Sysco’s executive compensation ~~program at least once annually. The current design~~philosophy:


	•	pay for performance;

	•	enhance shareholder value;

	•	strike appropriate balance between short-term and longer-term compensation and short- and long-term interests of the business; and

	•	provide highly competitive executive compensation and benefits.

Sysco has historically paid base salaries from below the 25^th percentile to the 50^th percentile of ~~the program places a~~similar positions in Sysco’s compensation peer group, while placing significant ~~portion~~portions of ~~our corporate officers’~~executive pay at risk through short-term and long-term incentives. This emphasis on performance-based variable compensation has sometimes resulted in ~~order to provide incentives for superior individual and company performance.~~the loss of one or more significant components of the named executive officers’ target annual compensation. For example, in fiscal 2009, the named executive officers ~~only received amounts under~~did not earn a MIP bonus because the ~~annual bonus plan for fiscal 2007 because SYSCO exceeded its minimum targets for~~company did not achieve at least a 4% increase in fully diluted earnings per ~~share and return on stockholders’ equity. These~~share. Similarly, in fiscal 2006, the five highest paid executive officers did not earn a MIP bonus ~~amounts constituted approximately 53% of~~because the ~~CEO’s total cash compensation and an average of approximately 72% of~~company did not satisfy the other named executive officers’ total cash compensation for fiscal 2007. Similarly, SYSCO had to meet minimum criteria regarding growth in earnings over a three-year period ending at the close of fiscal 2007 in order for the named executive officers

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~~to receive any amounts under the company’s cash~~necessary performance unit awards. In comparison to the relatively large percentage of variable performance-based compensation, base salary for fiscal 2007 constituted only approximately 15% of the CEO’s total cash compensation and approximately 20% of the other named executive officers’ total aggregate cash compensation. In developing our pay for performance plans, the Committee generally benchmarks each element of pay against a comparison peer group, discussed below under “— Internal and External Analysis.” The Committee does not have an exact formula for allocating between fixed and variable, cash and non-cash, or short-term and long-term compensation, allowing it to incorporate flexibility into our annual, mid-term and long-term compensation programs and adjust for the evolving business environment.criteria.

Due to the quality of our management, as well as the training and experience offered by a career at SYSCO, a number of our senior executives have been presented with other professional opportunities, including opportunities at potentially higher compensation levels or that offer generous compensation packages with less “at-risk” pay. The Committee supports executive performance and retention by using continued service as a significant determinant of total pay opportunity. ~~Key elements~~For example, in order to receive full vesting under the most commonly applicable vesting provision of ~~compensation that are service-based include stock options that generally vest over a five-year period, cash plan incentives that pay out in three years, and~~ the Supplemental Executive Retirement ~~Plan.~~Plan, or SERP, an executive must be at least 55 years old, have at least 15 years of MIP service and have combined age and MIP service totaling 80, such as a 60 year old with 20 years of MIP service. Sysco also includes time-based factors in its long-term incentives, with outstanding option grants generally vesting over a period of five years, outstanding restricted stock awards vesting over three years, and cash performance unit payouts based on a three-year performance period. In addition, currently proposed restricted stock or restricted stock unit awards to be made in the future are expected to vest over three years. We believe that ~~SYSCO’s~~Sysco’s compensation strategies have been effective in promoting performance and retention and are aligned with our company culture, which places a significant value on the tenure of high-performing executives.

In developing our pay for performance policies, the Committee generally benchmarks elements of pay against a comparison peer group, discussed under “— External and Internal Analysis.” However, the Committee has not historically had an exact formula for allocating between fixed and variable, cash and non-cash, or short-term and longer-term compensation, allowing it to incorporate flexibility into our annual and longer-term compensation programs and adjust for the evolving business environment. Following last year’s comprehensive executive compensation review, the Committee identified the following long-term goals:


	•	Maintain a conservative position for base salaries;

	•	Maintain a competitive position for annual incentives;

	•	Align longer-term incentive opportunities with our peer group median; and

	•	Target total pay and retirement opportunities for senior executives between the market median and the 75th percentile of our peer group, based on Sysco’s achieving corresponding target performance levels.

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The Committee intends to achieve these goals through, and has built ~~today’s~~the executive compensation program upon a framework that includes, the following components, each of which is described in greater detail later in this Compensation Discussion and Analysis:



ANNUAL COMPENSATION

Base Salary		Because ~~SYSCO~~Sysco weights executive compensation toward performance, the Committee begins its analysis of executives’ base salaries by looking ~~at only~~between the ~~25th percentile~~25^th and 50^th percentiles of the salary ranges for similar executive positions among companies in our peer group, which is described under “— External and Internal ~~Analysis” below.~~Analysis.” The Committee then adjusts the base salaries based on a number of factors, ~~including each~~which may include the executive’s job responsibilities, management experience, individual contributions, number of years in his or her position and current salary. ~~SYSCO~~Because Mr. DeLaney has only recently been named to the position of Chief Executive Officer, his salary is somewhat below the 25^th percentile of the peer group. As discussed above, Sysco has purposefully designed an integrated compensation structure that offers relatively low fixed compensation and high performance-based variable compensation.

Management Incentive Plan (MIP) Bonus		Our bonus plan is designed to pay for performance with potentially significant annual cash incentive bonuses based on ~~SYSCO and subsidiary~~Sysco performance under our Management Incentive ~~Plan. We refer to this bonus as the “management incentive bonus”~~Plan, or “MIB.” The MIB also provides participants shares of our common stock with a market value equal to 28% of the cash bonus amount. The shares issued to the senior executives as part of this 28% MIB match are subject to two-year transfer restrictions. Because a large percentage of our executives’ annual compensation is at risk, the Committee hopes to achieve combined salary and annual cash bonus payments near the 75th percentile of SYSCO’s peer group upon achieving target performance levels.MIP. Payment of the ~~MIB~~MIP bonus is based on satisfaction of predetermined performance criteria that the Committee believes benefit ~~stockholders, including~~stockholders. For fiscal 2009, these criteria included growth in fully diluted earnings per share and three-year average return on ~~stockholders’ equity. Therefore, when we did not meet the minimum criteria of achieving a 6% increase in earnings per share in fiscal 2006, none of the named executive officers received a bonus.~~capital. The threshold requirements for payment of a bonus under the ~~MIB Plan~~MIP in fiscal ~~2008 are~~2009 were Sysco’s achieving at least a 6%4% increase in fully diluted earnings per share and at least a ~~14%~~10% three-year average return on ~~stockholders’ equity. Throughout this proxy statement, when~~capital. Beginning with the MIP bonus program for fiscal 2009, the Committee removed the 28% automatic restricted stock match that we ~~refer to performance measures based on “earnings per share,” we are referencing “basic~~paid as part of the MIP bonus in prior years. Because Sysco did not achieve the required increase in earnings per ~~share” unless~~share, we did not pay the ~~context clearly indicates otherwise.~~named executive officers a MIP bonus for fiscal 2009.

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~~Supplemental Bonus~~LONGER-TERM INCENTIVES
		If the MIB is earned, our supplemental bonus plan allows certain executives to increase their annual cash incentive award under the MIB by up to 25% based upon the achievement of specific objectives and the Committee determining that the executive’s performance exceeded expectations for the year. Participation in the supplemental bonus plan is limited to a number of senior executives, including the CEO, the President, all Executive Vice Presidents and all Senior Vice Presidents of SYSCO. This plan also provides for a reduction in the annual cash incentive award by up to 25% if some or all of these objectives are not met and the Committee determines that executive’s performance fell below expectations.
~~MID-TERM AND LONG-TERM INCENTIVES~~
While SYSCO pays a smaller portion of our compensation in long-term incentives when compared to its peer group, the Committee targets paying an aggregate of both cash performance units and stock options between the 25th and 50th percentiles of the peer group.
Cash Performance Units		In 2004, the Committee implemented a cash incentive ~~plan~~plan. From 2005 through 2007, grants made each fall were designed to award a cash bonus at the conclusion of a three-year period based on ~~SYSCO’s~~Sysco’s average growth in basic net earnings per share and average sales growth over that period. ~~Subsequent~~Grants made in September 2008, and the grants ~~under this plan have been based on SYSCO’s~~expected to be made in September 2009, are similar, but use average growth in ~~net~~fully diluted earnings per share and average sales growth over the three-year period ~~with earnings per share for only~~as the ~~fiscal 2007 grants calculated exclusive of accruals for~~performance criteria. Our corporate office CPUs paid out at the ~~MIB~~81.25% level in August 2008 and ~~supplemental bonus.~~the 43.75% level in August 2009.

Stock Options, Restricted Stock and Restricted Stock Units		Stock options reward long-term ~~SYSCO~~Sysco performance, more closely align the executives’ interests with those of our stockholders and focus executives on activities that increase stockholder value. IfThe Committee also has the ability under the 2007 Stock Incentive Plan ~~is approved by stockholders at the Annual Meeting, the Committee will also have the ability~~ to grant restricted stock and other stock-based awards, ~~beyond the automatic~~which similarly reward long-term performance. The Committee currently expects to make annual grants of restricted stock ~~under the MIB.~~or restricted stock units beginning in November 2009.


RETIREMENT/CAREER INCENTIVES

Retirement Benefits and Deferred Compensation Plan		The Supplemental Executive Retirement Plan, or SERP, and Executive Deferred Compensation Plan, or EDCP, also play a major role in our total compensation ~~program.~~program for the named executive officers. Following retirement and other specified termination events, the SERP provides annuity payments based on prior years’ compensation. The EDCP allows participants to defer a portion of current cash compensation and employer contributions, plus applicable earnings, ~~and employer contributions~~ for payment ~~in later years.~~upon certain specified termination events. The SERP and other elements of our compensation program encourage executives to perform at a competitive level and stay with ~~SYSCO~~Sysco for long and productive careers.
~~Severance~~ ~~Agreements and~~ ~~Change in Control~~ ~~Provisions~~		In order to retain executives in a competitive environment, the Committee has provided our CEO and certain Executive Vice Presidents with severance agreements. Since May 2004, Messrs. Schnieders, Stubblefield, Spitler and Accardi have had severance agreements, although Mr. Accardi’s severance agreement was replaced with a Transition and Early Retirement Agreement in May 2007. In addition, certain benefit plans and agreements also contain provisions that vest or accelerate the payment of benefits upon a change in control. These agreements help smooth any leadership transitions and enable our executives to consider corporate transactions that are in the best interests of stockholders and other constituents of SYSCO without undue concern over whether the transactions may jeopardize the executives’ own employment.
~~OTHER BENEFITS AND PERKS~~
~~Other Benefits and Perks~~		SYSCO offers relatively few perks to its executives, but we do provide certain life and disability insurance and annual physical examinations. SYSCO owns fractional interests in private aircraft which are made available to members of the Board of Directors, executives and other members of management for business use, but are not allowed to be used for personal matters. Spouses may from time to time accompany executive officers on such flights in connection with travel to and from business-related functions if there is space available on the aircraft or we will provide reimbursement for spouses to travel with executive officers in connection with meetings of our Board of Directors and other business events. We generally do not provide automobiles, security monitoring, split-dollar life insurance or reimbursement for legal or financial counseling for personal matters.

Based on Mercer’s 2008 benchmarking of Sysco’s pay and performance against the original peer group discussed below, Mercer informed the Committee that total compensation paid by Sysco for fiscal 2007, including retirement benefits, was aligned with Sysco’s performance, while total cash compensation exceeded performance. Compensation for fiscal 2008 showed a similar trend. As a result, the Committee’s subsequent actions have been designed to decrease the emphasis on annual incentives and retirement benefits and increase the emphasis on long-term incentives in order to bring Sysco more in line with its peer group. For

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~~Assuming that we achieve at least mid-single digit earnings growth and a return on equity near 30%,~~fiscal 2009, total cash compensation was lower than usual since the ~~Committee hopes that the senior executives will achieve total compensation, including all of the elements described above, between the 50~~^th ~~and the 75~~^th ~~percentile of total compensation paid to individuals in similar roles in SYSCO’s peer group. However, when our performance~~executive officers did not ~~satisfy the criteria for payment of the MIB in fiscal 2006, the total compensation paid to our named executive officers was at a level below the 25th percentile of our peer group.~~receive an annual bonus payment. We will continue to pursue our long-term goals and to monitor the overall competitiveness of our compensation package. Possible changes to the bonus programs could include using different performance criteria or metrics allowed under the terms of the 2005 Management Incentive Plan, selecting different performance target levels and changing the mix of fixed and variable compensation. Overall, we believe our current compensation programs pay for performance and recognize each executive’s scope of responsibilities, demonstrated leadership abilities, management experience and effectiveness. Our plans also motivate key executives to achieve both superior short-term and long-term sustained results.

External and Internal Analysis

External Analysis

For the compensation package to be effective, the Committee must balance the components so that they are both externally competitive and internally equitable.

~~SYSCO~~Sysco is the largest ~~food service~~foodservice distributor in North America, and other companies in the ~~food service~~foodservice industry are significantly smaller. We believe that these smaller businesses would not create a satisfactory comparison group due to the greater skill levels and abilities required to manage a company of ~~SYSCO’s~~Sysco’s size. Absent an industry peer group, the Committee concluded that the most comparable companies with respect to executive pay are companies whose business size and complexity are similar to ours and with which we compete for top executive positions. Therefore, the peer group developed for the executive compensation analysis is not the same peer group that is used in the stock performance graph in our annual report to stockholders.

In order to implement these conclusions regarding external comparison of executive pay, the Committee instructed Sysco’s management to work with Mercer to construct a peer group for Sysco’s executive compensation analysis. The peer group utilized by the Committee for compensation decisions made during fiscal 2009 was composed of publicly-traded U.S. companies with ~~annual~~a revenue range of approximately one-half to three times Sysco’s revenues ~~of at least $5 billion~~ that ~~share~~shared similar business characteristics with ~~SYSCO.~~Sysco. In particular, Mercer ~~examined~~helped the Committee examine industry leaders and other high-performing companies in logistics and distribution businesses that ~~involve~~involved a high volume of relatively low-margin products and ~~employ a~~employed large sales ~~force. This review yielded a broad list of approximately 60 companies identified as possible peers based on the criteria. Mercer then scored each company based on size~~forces. For decisions made during fiscal 2009 for all named executive officers except Messrs. Smith and performance, including sales growth, return on capital, total stockholder return and growth in earnings per share. Using this analysis and review, in May 2004, the Committee selected 15 companies to createGreen, the peer group, ~~used for SYSCO’s executive compensation analysis. The Committee annually reviews~~referred to herein as the fiscal 2009 peer group, based on information provided by Mercer to ensure continued applicability. In May 2007, the Committee determined that General Mills should be removed from the peer group and AmerisourceBergen should be added in all future analysis, so that the peer group currently consistsconsisted of the ~~following 15 companies:~~14 companies identified below:


• AmerisourceBergen Corporation	~~• Dell Inc.~~	~~• McKesson Corp.~~
~~• Best Buy Company, Inc.~~	• Express Scripts Inc.	• Pepsico Inc.
• ~~Cardinal Health~~Best Buy Company, Inc.	• FedEx Corp.	• Target Corp.
• ~~Caremark RX~~Cardinal Health Inc.	• Home Depot Inc.	• Tyson Foods, Inc.
• Costco Wholesale Corp.	• Lowe’s Companies, Inc.	• Walgreen Company
• Dell Inc.	• McKesson Corp.

With respect to Messrs. Smith and Green, with respect to whom comparable peer group information was not readily available, the Committee made fiscal 2009 compensation decisions using information from the 2008 Mercer Benchmark Database broad-based industry survey of companies with annual revenues in excess of $10 billion.

During fiscal 2009, the Committee requested that Mercer begin a reevaluation of our executive compensation peer group, taking into account an investment peer analysis that we had already undertaken to determine companies that compete with Sysco for investor capital. In this process, Mercer continued to focus on companies with a revenue range of approximately one-half to three times Sysco’s revenues that shared similar business characteristics with Sysco, but also focused on companies that could be considered comparable to Sysco for purposes of attracting investor dollars and executive talent. As a result, in February 2009, Mercer recommended a new peer group of 12 companies. The Committee discussed the new peer group with Mercer, including the retention of one additional company that was previously included in the fiscal 2009 peer group, and approved selection of a new peer group of 13 companies as set forth below. The new peer group adds four companies identified by the investor relations department and removes five companies with larger revenue size and somewhat different business models from Sysco, resulting in a $45 billion median revenue level that is much closer to Sysco’s than that of the fiscal 2009 peer group’s $57 billion:


• Amerisource Bergen Corporation	• FedEx Corp.	• Staples, Inc.
• Best Buy Company, Inc.	• McDonald’s Corp	• Target Corp.
• Cardinal Health Inc.	• McKesson Corp.	• United Parcel Service Inc.
• Emerson Electric Company	• Pepsico Inc.	• Walgreen Company
• Express Scripts Inc.

Peer group compensation data is limited to information that is publicly reported and, to the extent ~~possible,~~it deems appropriate, the Committee uses it to benchmark ~~all~~the major components of compensation for our named executive officers. For general compensation decisions made prior to July 2009, Mercer prepared a study in September 2008 that used the fiscal 2009 peer group information to benchmark proposed fiscal 2009 base salary, total cash compensation, total direct compensation, executive

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retirement values and total direct compensation plus executive retirement values of each of the named executive officers to equivalent peer company positions. The Committee also reviewed a September 2008 Mercer report on long-term incentive compensation in connection with its grants of cash incentive units and stock options in the fall of 2008. During fiscal 2009, Mercer also ~~provides~~prepared an analysis of executive Chairman of the Board, Chief Executive Officer and Vice Chairman compensation programs in connection with Mr. Schnieders’ retirement and transition to non-CEO Chairman of the Board and the promotions of Messrs. DeLaney and Spitler. With respect to Messrs. Smith and Green, Mercer provided information from its Benchmark Database survey regarding Mr. Smith and Green’s total direct compensation. Mercer also prepared a July 2009 compensation report using the revised peer group information, for the Committee’s use in making fiscal 2010 compensation decisions, particularly long-term incentive compensation decisions, with respect to the named executive officers.

For purposes of the Mercer reports, total cash compensation for fiscal 2008 was defined as base salary plus the annual MIP bonus, including the stock match portion and the effect of the supplemental ~~survey-based information~~bonus, and excluding payments pursuant to ~~assist~~cash performance units we granted in prior years. Target 2009 total cash compensation was similarly defined, although Mercer used the target bonus of 200% of base salary and assumed no supplemental bonus or reduction. Total direct compensation was defined as total cash compensation plus the value of stock options and cash performance units. The Committee believes the exclusion of the supplemental bonus/reduction was appropriate because the supplemental bonus is only paid for performance levels that exceed expectations and that are therefore over and above the target level of performance that the Committee ~~with~~considers in benchmarking ~~various aspects~~executive compensation. To determine an annualized cost of providing retirement benefits, Mercer projected benefits to retirement age 60 for each named executive officer and each comparable peer group company executive, using each company’s specific pay mix, and then determined the amount of total cash compensation that, if deferred at 7% annual interest for each year of executive ~~compensation.~~service, would equal the same lump sum value payable from all employer sponsored retirement plans. In performing this analysis, Mercer assumed that each peer company executive had the same age, service and career progression as the corresponding Sysco executive.

Internal Analysis

With respect to annual salary and the various incentive awards available to the named executive officers, the Committee ~~considers~~does not perform a formal internal equity analysis, but does consider the internal equity of the compensation awarded by utilizing comparisons within the ~~SYSCO~~Sysco organization. On an annual basis, the Committee compares the CEO’s compensation with that of the President and the Executive Vice Presidents to ensure that the CEO compensation, as well as its relationship to the compensation of the CEO’s direct reports, is ~~reasonable and not perceived as being unfair.~~reasonable. The Committee makes similar evaluations among the President, Executive Vice Presidents and Senior Vice Presidents. These comparisons only provide a point of reference, as we do not use specific formulas to determine compensation levels, ~~reflecting~~which reflect the responsibilities of a particular officer position. Although officers at different levels of the organization receive a different percentage of their base salary as payment of the ~~MIB,~~MIP bonus, the financial performance criteria used for ~~all~~most corporate officers, including the named executive officers, for payment of the ~~MIB~~bonus are identical. ~~The Committee does not perform an independent internal equity analysis with respect to these annual bonuses.~~

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Annual Compensation

~~Annual Compensation~~Base Salary

The table below shows the salaries of each named executive officer at the beginning and end of fiscal 2009 and the percentage changes over that period:


	July 1, 2008		June 27, 2009
Named Executive Officer	Base Salary		Base Salary			% Change

William J. DeLaney	$	560,500	$	800,000	(1)		42.7	%(1)
Kenneth F. Spitler		693,500		730,000	(2)		5.3	%(2)
Larry G. Pulliam		532,000		532,000			0	%
Stephen F. Smith		494,000		494,000			0	%
Michael W. Green		494,000		494,000			0	%
Richard J. Schnieders(3)		1,116,250		1,116,250			0	%


(1)		Mr. DeLaney was promoted to the position of Chief Executive Officer effective March 31, 2009.

(2)		Mr. Spitler assumed additional responsibilities as Vice Chairman of the Board effective January 17, 2009.

(3)		Mr. Schnieders retired as Chief Executive Officer on March 31, 2009 and as executive Chairman of the Board on June 27, 2009.

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~~Base Salary~~Analysis

~~Each year, Mercer completes an analysis of the executive officers’~~The Committee typically reviews base salaries ~~by comparing~~each November and sets them tofor the ~~reported base salaries of individuals~~following calendar year. In prior years in the same or similar positions at the peer group companies. The Committee begins its review of executive base salaries by looking at the 25th percentile of the range Mercer indicates is paid to individuals in similar roles in our peer group. In setting base salaries,which expense control was not a prevailing factor, the Committee ~~also takes into consideration~~would subjectively consider each executive’s performance in the prior year and recent company performance, as well as each executive’s job responsibilities, management experience, individual contributions, number of years in his or her position and current salary. After taking into consideration the difficult economic and market environment facing Sysco and the corresponding need to maintain strict discipline on expense control, in May 2008, each named executive officer agreed to a 5% salary reduction effective July 1, 2008. At such time, the Committee determined that it would not increase executive officer salaries during fiscal 2009.

During the fall of 2008, the Committee reviewed the Mercer report, which showed that although the fiscal 2009 base salaries of Messrs. DeLaney, Spitler, Pulliam and ~~makes adjustments as appropriate. SYSCO’s~~Schnieders approximated the 25th percentile relative to the fiscal 2009 peer group, their target total cash compensation for fiscal 2009 was at or above the 75th percentile for all except Mr. Schnieders, who was slightly above the median; however, due to the Committee’s prior decision to not increase any executive officer salaries during fiscal 2009, the Committee did not make any base salary modifications at that time. Similarly, for the same reason, the Committee did not request Mercer to compile new information comparing Messrs. Smith’s and Green’s salaries relative to similar peer group positions.

Sysco’s culture has been built around the belief that establishing a relatively modest base salary and placing more of the executives’ annual pay at risk will drive both individual and company performance in order to achieve our business targets. ~~The~~Although the Committee’s ~~determination of~~ base salary ~~is generally independent of~~decisions are made at a different time than its decisions regarding other elements of compensation, ~~although~~ the Committee ~~is knowledgeable of~~does consider how aneach executive’s salary affects the other elements of his total cash compensation and total compensation, such as the impact on the annual target bonus, ~~being~~which is based on a multiple of salary, and ~~that base salary is one of~~ the ~~earnings components that determines~~impact on future benefits under the SERP.

~~The Committee typically reviews base salaries annually, although~~In the Committee has not necessarily increased salaries each year. The Committee considers the CEO’s recommendations, and modifies them where they deem appropriate, when determining the compensation of the other named executive officers and senior executives. The Committee, after reviewing the comparative peer group information provided by Mercer, approved base salary amounts for the named executive officers in November 2005, which were effective January 1, 2006, as follows:


~~• $1,075,000 for Mr. Schnieders,~~		~~• $555,000 for Mr. Accardi, and~~
~~• $590,000 for Mr. Stubblefield,~~		~~• $520,000 for Mr. Pulliam~~
~~• $555,000 for Mr. Spitler,~~

The Committee reviewed and approved further base salary adjustments for the named executive officers in November 2006, which became effective on January 1, 2007. In an executive session, the members of the Committee considered its July 2006 performance evaluation undertaken in conjunction with the Corporate Governance and Nominating Committee, assessed SYSCO’s and Mr. Schnieders’ accomplishment of objectives during fiscal 2006 and the firstsecond quarter of fiscal ~~2007 and took into account the Committee’s own subjective assessment of~~2009, Mr. Schnieders’ performance since the formal July 2006 performance evaluation. They noted that under Mr. Schnieders’ leadership, SYSCO completed its first redistribution center, or RDC, and began operating it profitably at near full capacity. SYSCO also began work on a second RDC site and began identifying property for a third site. In addition, our business review processSchnieders was ~~continuing to show significant results and spearheaded a reduction of expenses across all aspects~~serving as Chairman of the ~~business. In addition,~~Board and Chief Executive Officer, but informed the Board that he was considering retirement in the near future. The Board then began discussions with Mr. Schnieders ~~created~~regarding whether he might be persuaded to remain with Sysco, and ~~led a significant effort to identify~~if so, in what capacity and ~~implement strategic initiatives which~~for how long. During this period, it became the ~~Committee and management believe show great promise in accelerating sales and earnings growth. Therefore, in recognition~~consensus of the Board that should Mr. Schnieders notify Sysco of his ~~performance~~intent to retire, Mr. DeLaney would likely be appointed Chief Executive Officer and continued leadership, the Committee increased Mr. Schnieders’ base salary by 4% to $1,118,000. The Committee performed a similar review for each of the other named executives, and considered recommendations from the CEO to increase each of the other named executive officers’ salaries in light of the peer group compensation information provided by Mercer. Based on these considerations, the Committee increased base salaries for these named executive officers by between 4% and 7% to $615,000 for Mr. Stubblefield, $590,000 for Mr. Spitler, $580,000 for Mr. Accardi and $540,000 for Mr. Pulliam. Each of these base salaries placed the named executive officers between the 25th and 50th percentile in the peer group.

~~In addition, in February 2007 we announced~~ that Mr. Spitler, ~~would become SYSCO’s~~remaining as President and Chief Operating Officer, would work closely with Mr. DeLaney to assist him in the transition to his new position. As a result, the Committee engaged Mercer to assist it in developing appropriate pay packages for Mr. DeLaney and Mr. Spitler in the event that Mr. Schnieders determined to retire. Because this management change would mark Mr. DeLaney’s elevation to a new executive level, the Committee instructed Mercer that Mr. DeLaney should receive sufficient increases effective ~~July 1, 2007. The Committee raised~~upon his promotion to constitute a material step towards peer group competitiveness, but that his pay package should be made competitive at the Chief Executive Officer level with Sysco’s peer group only as his tenure and experience in the CEO role increased. Because of Mr. Spitler’s long tenure at Sysco’s upper executive levels, and his responsibility to work closely with Mr. DeLaney to assist him in his transition, the Committee instructed Mercer that Mr. Spitler’s compensation should be made competitive at the Chief Operating Officer level with Sysco’s peer group at the higher percentiles. Mr. Schnieders notified Sysco on January 17, 2009 of his intent to retire as Chief Executive Officer, effective March 31, 2009, and to remain as executive Chairman of the Board through June 27, 2009. Following this notice, Sysco promoted Mr. DeLaney to Chief Executive Officer, effective March 31, 2009. Mr. Spitler retained his position as President and Chief Operating Officer, Mr. DeLaney and Mr. Spitler were elected to the Board, and the Board elected Mr. Spitler as its Vice Chairman.

In connection with these actions, the Committee approved the salary increases disclosed above for Messrs. DeLaney and Spitler, which had been recommended by Mercer based on competitive data and the Committee’s instructions regarding its compensation philosophy. For the reasons discussed above, Mr. DeLaney’s salary increase placed him below the 25^th percentile of the fiscal 2009 peer group with respect to base salary and slightly below the 25^th percentile of the fiscal 2009 peer group with respect to target total cash compensation; Mr. Spitler’s salary increase placed him between the 25^th percentile and the median of the fiscal 2009 peer group with respect to base salary and above the 75^th percentile of the fiscal 2009 peer group with respect to target total cash compensation. However, Mercer also informed the Committee that comparisons for Mr. Spitler at the median level were impacted by the fact that a number of peer group companies had recently hired new chief operating officers with lower pay than their predecessors. In both instances, these comparisons were made using comparable peer group positions. In approving the salary increases, the Committee also reviewed an internal pay equity comparison of base salary for ~~fiscal 2008~~Messrs. DeLaney and Spitler and determined that these salary increases provided appropriate base salary differentiation for Mr. DeLaney’s first year as Chief Executive Officer.

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The Committee made its decisions regarding the continuation of Mr. Schnieders’ full base salary level during his term as executive Chairman of the Board in connection with its negotiation of Mr. Schnieders’ transition and retirement agreement, discussed at “— Severance Agreements” below.

In September 2009, the Board of Directors appointed Robert C. Kreidler to ~~$650,000, which is still between~~serve as Sysco’s Executive Vice President and Chief Financial Officer effective October 5, 2009. Before such appointment, Mercer provided information to the ~~25th and 50th percentiles~~Compensation Committee with competitive information regarding the compensation of ~~the~~chief financial officers in Sysco’s compensation peer group. The Compensation Committee ~~considered this increase in~~set Mr. ~~Spitler’s~~Kreidler’s base salary ~~to be appropriate in light~~at $500,000. This initial salary would place him below the 25^th percentile of the ~~increased scope~~fiscal 2009 peer group with respect to base salary and slightly above the 75^th percentile of the ~~responsibilities he would be assuming in connection~~fiscal 2009 peer group with ~~his new position,~~respect to target total cash compensation, including ~~responsibility for SYSCO’s merchandising, specialty distribution companies and SYGMA.~~a target MIP bonus equal to 200% of salary.

Management Incentive ~~Bonus~~Plan

The ~~MIB~~MIP is designed to offer opportunities for compensation tied directly to annualand/or multi-year company performance. Under the terms of the plan, we pay the ~~MIB~~annual bonus in cash with payments made in the first quarter of the fiscal year for bonuses earned with respect to performance in the prior fiscal year. ~~At that time,~~In connection with its comprehensive review of the compensation program, the Committee removed the 28% stock match from the plan, ~~also requires~~beginning with the fiscal 2009 bonus that ~~we issue~~would have been payable in fiscal 2010. This change was made in order to shift the ~~participants restricted shares of SYSCO common stock~~compensation mix emphasis from short-term to longer-term incentives, with ~~a market value equal to 28% of their cash bonus. The cash component~~the expectation that this portion of the MIB, as adjusted by the Supplemental Plan described below for fiscal 2007, is added to the base salary to determine future benefits under the SERP. In addition, each of Messrs. Schnieders, Stubblefield, Accardi and Spitler were “protected persons” under the SERP at the time we amended it in March 2006, so that we consider both the cash MIB component and the stock match component for

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~~fiscal years prior to 2006 in determining their alternative protected SERP benefit. For fiscal 2008 and future years, we have amended the SERP so that the supplemental~~ bonus will ~~not~~ be ~~considered~~replaced beginning in ~~determining retirement benefits.~~November 2009 with grants of restricted stock or restricted stock units vesting over a three-year period. We currently pay the ~~MIB~~bonus pursuant to the 2005 Management Incentive Plan, which is described in further detail under “Executive Compensation — 2005 Management Incentive ~~Plan” on page 40.~~Plan.”

Each year the Committee approves ~~MIB~~MIP agreements that are entered into between ~~SYSCO~~Sysco and each of the named executive ~~officers, as well as certain other executive~~ officers. In ~~June 2006,~~May 2008 and 2009, the Committee approved respective fiscal ~~2007~~2009 and 2010 bonus agreements with each of the named executive officers pursuant to the 2005 Management Incentive Plan. In approving the agreements, the Committee generally targeted ~~the cash portion of~~ each named executive officer’s ~~fiscal 2007~~ bonus at approximately 200% of his base ~~salary, which would satisfy~~salary. Payouts for the ~~Committee’s goal of having combined annual salary~~CEO, President and ~~cash bonus near the 75th percentile of our peer group. Above-target performance would produce higher payouts. The potential payout~~Executive Vice Presidents under the ~~MIB encourages our executives to strive~~MIP agreements equaled 196% of salary in fiscal 2005, 0% of salary in fiscal 2006, approximately 300% of salary in fiscal 2007, approximately 275% of salary in fiscal 2008 and 0% of salary in fiscal 2009. This resulted in an average annual payout for ~~excellence and~~ the ~~highest performance possible. However,~~top corporate officers during the ~~2005 Management Incentive Plan provides that in no event will we pay a bonus to a~~last five fiscal years of 154% of their salary under the MIP agreements.

Fiscal 2009

The named executive ~~officer in excess of one percent of SYSCO’s earnings before income taxes as publicly disclosed in the “Consolidated Results of Operations” section of ourForm 10-K~~ ~~filed with the Securities and Exchange Commission. For~~officers’ fiscal ~~2007, this limit, which would not apply to additional amounts granted under the Supplemental Plan,~~2009 bonus was ~~approximately $16.2 million. The Committee chose this limit in order to comply with the disclosure regulations under Section 162(m) of the Internal Revenue Code.~~

~~As described under “Executive Compensation — 2005 Management Incentive Plan”~~based solely on ~~page 40, the MIB is currently based upon our overall~~these corporate ~~performance and, to a lesser extent, the performance of our operating companies. We chose the following performance measures to provide the best~~ financial ~~framework to incent executives to make decisions that create sustainable growth for our company and our stockholders:~~objectives:


	•	~~We determine the portion of executives’ MIB related to our overall corporate performance based on two financial objectives:~~


	•	the percentage increase in fully diluted earnings per share for ~~the current~~ fiscal ~~year~~2009 as compared to ~~the previous~~ fiscal ~~year, after adjusting for any fiscal year containing 53 weeks —this measure is based on growth in earnings per share and corporate executives do not earn a bonus unless we achieve at least mid-single digit earnings growth.~~ ~~We believe that our stockholders expect at least this level of growth and that a significant amount of stockholder value is derived from such growth.~~2008;

	•	the average annual return on ~~stockholders’ equity — determined~~capital over the three-fiscal year period ending with fiscal 2009. Return on capital for each fiscal year is computed by dividing ~~our~~the company’s net after-tax earnings for the year by the ~~average~~ company’s total capital for that year. Total capital for any given fiscal year is computed as the sum of:


	◦	stockholders’ equity, computed as the average of stockholder’s equity at the beginning of the year and at the end of each quarter during the year; ~~this measure focuses~~and

	◦	long-term debt, computed as the ~~executives on taking responsibility for better utilization~~average of ~~our cash~~the long-term debt at the beginning of the year and ~~other assets and for protecting our capital.~~at the end of each quarter during the year.

~~We pay~~Because Sysco did not achieve at least a 4% increase in fully diluted earnings per share for fiscal 2009, we paid no ~~bonuses~~MIP bonus to the named executive officers for fiscal 2009.

Fiscal 2010

The fiscal 2010 bonus program is based on the same criteria as the 2009 program. Unlike prior MIP awards, however, the fiscal 2010 awards are subject to clawback provisions that provide that, subject to applicable governing law, all or a portion of the bonus paid pursuant to the 2010 awards may be recovered by Sysco if there is a restatement of our ~~corporate~~financial results, other than a restatement due to a change in accounting policy, within 36 months of the payment of the bonus and the restatement would result in the payment of a reduced bonus if the bonus was recalculated using the restated financial results. The Committee has the sole discretion to determine the form and timing of the repayment. See “— Potential Impact on Compensation of Financial Restatements.”

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As discussed above, the fiscal 2010 bonus does not have a stock match portion. Varying levels of performance will earn varying levels of bonus between 20% and a maximum 330% of base salary. The target bonus level is 200% of base salary. The various levels of performance and the percentage of base salary they would yield as a bonus are set forth in the table under “Executive Compensation — 2005 Management Incentive Plan,” based on the degree to which actual results meet, exceed or fall short of pre-established performance goals.

Analysis

The Committee develops the annual bonus program with respect to the executive officers ~~under~~as a group and does not customize it for individuals. With respect to both the ~~MIB unless SYSCO achievesboth~~fiscal 2009 and fiscal 2010 MIP grants, Sysco’s executive management team prepared the grids used for calculating the earnings per share and average three-year return on ~~stockholders’ equity goals.~~capital components of the bonus. Management submitted the fiscal 2009 grid to the Committee and the Committee asked Mercer to review it. Mercer confirmed to the Committee that, based on the fiscal 2009 peer group information available at that time, and assuming payment of Sysco’s target bonuses of 200% of base salary, Sysco’s target for total cash compensation in fiscal 2009 would place the named executive officers near the peer group’s 75^th percentile, except for Mr. Schnieders’ target total cash compensation, which would be near the median. The Committee approved the same grid for fiscal 2010 based on the prior year’s analysis.

Although the fiscal 2009 peer group information indicated that Sysco’s overall annual financial performance relative to the peer group companies for fiscal 2008 approximated or somewhat exceeded the median, the Committee determined that the 75^th percentile was generally the appropriate target for total cash compensation, based on the Committee’s stated goal of maintaining conservative base salaries with premium positioned annual bonus opportunities. With base salaries generally set near or below the median for each named executive officer, a significant part of the executives’ total cash compensation is at risk and is only paid based upon performance, thus justifying compensation in excess of the median when that performance is attained. Therefore, target total cash compensation of each of the named executive officers for fiscal 2009 was above the 75^th percentile, except with respect to Mr. Schnieders, whose target cash compensation was near the median, and except with respect to Mr. DeLaney, whose target cash compensation following his promotion was below the 25^th percentile for the reasons discussed above. Mr. Schnieders’ target total cash compensation was closer to the median,in order to maintain his compensation at historical compensation levels and minimize the difference between his compensation and the other named executive officers. The Committee’s consideration of the potential impact of the supplemental bonus on total cash compensation relative to the peer group is discussed under “— Supplemental Performance Bonus — Analysis.”

Ongoing suggestions by, and discussions among, the Committee members, various members of the executive management team and Mercer led to the Committee approving the following changes in the fiscal 2009 program compared to prior years’ programs:


	•	~~We determine the portion~~use of executives’ MIB which is related to operating company performance based on the number of our operating companies, or subsidiaries, that attain at least a 20% or greater return on capital. As we acquire and create more operating companies through our acquisitions and fold-out programs, the executives’ jobs become more difficult and require more intensive efforts to supervise operations and administer programs to an increased number of employees. Therefore, we use this measure to provide a reward when a large number of operating companies perform well during the fiscal year. You should note, however, that we pay no bonus to any corporate officer under these criteria unless we have satisfied the minimum levels for our overall performance, described above. In 2007, we increased from 15 to 20 the minimum number of SYSCO operating companies or subsidiaries that must attain the 20%three-year return on capital ~~target for executives to earn this~~rather than return on equity;
	•	use of fully diluted earnings per share rather than basic earnings per share;
	•	elimination of a component of the ~~MIB. We believe that this change, which has~~bonus based on operating company performance; and
	•	elimination of the ~~effect of decreasing the MIB payments, was appropriate because it offsets the possible increase in the bonus from the Supplemental Plan and reflects the increasing number of subsidiaries that we own.~~28% stock match.

~~We determine all~~The move to the use of these performance measures in accordance with generally accepted accounting principles, which we apply on a consistent basis. Management typically prepares the grid used for calculating the earnings per share andthree-year return on ~~equity components of the MIB based on prior years’ incentive plans and submits~~capital reflected an acknowledgement by Sysco that, while it for review by Mercer. Mercer reviews the grid to determine whether achievement of target performance levels would produce annual compensation results, comprised of annual base salary plus the cash portion of the MIB as adjusted by the supplemental bonus, which would approximatewas previously believed that of our peer group’s 75th percentile. The Committee then approves a final grid after consulting with Mercer. Because we keep executives’ base salaries at a relatively low level, we constructed the grid in a manner so that in most years the executives receive at least some level of bonus. However, in years in which our financial performance did not reach the minimum targeted objectives, the executives did not receive any bonus. For example, in fiscal 2006, earnings per share were not sufficient to meet

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the minimum MIB performance level, and as a result the named executive officers did not receive any bonus. In the past, we have paid a bonus to executives only if the company satisfied the minimum criteria of a 6% increase in earnings per share and an 18% return on stockholder’s equity ~~except during fiscal 2007, when we temporarily set~~was an important metric to shareholders and the ~~minimum increase in earnings per share at 4% and permanently reduced the minimum~~investment community, return on ~~stockholders’ equity to 14%. We believe that~~capital has now become a more significant part of such investors’ focus. These changes were also made, and the ~~targets for higher payouts are aggressive and challenging, but our stockholders typically expect high~~specific levels of performance ~~from SYSCO~~chosen, in order to bring Sysco more in line with the compensation programs of its peers, focus on company sales and earnings growth, focus on improved asset management, more closely link compensation to Sysco’s growth expectations and shareholder value creation, and improve the ~~higher payouts can be achieved, as demonstrated under “Annual Compensation (including MIB Shares) in Recent Fiscal Years” on page 27.~~alignment between Sysco’s business strategy and performance. These measures were carried forward to the fiscal 2010 program.

At the end of fiscal 2006, when we determined that the company’s performance did not satisfy the criteria for payment of the MIB, we reversed the amounts previously accrued for payment of corporate bonuses. This reversal increased fiscal 2006 earnings per share. Because the company must meet a specified level of increase in earnings per share for the executives to receive any bonus, the reversal raised the level of performance that would have been required to earn an MIB in fiscal 2007. Therefore, in September 2006, theThe Committee approved ~~amendments to each named executive officer’s MIB agreement to adjust~~ the ~~performance criteria. The amendments reduced~~fiscal 2009 and fiscal 2010 grids and bonus opportunities on the required EPS minimum from a 6% increase to a 4% increase. The Committee determined that this change would provide an acceptable balance between performance objectives, employee incentive and retention. The Committee returned the minimum EPS requirement to its prior level in the MIB agreements relating to fiscal 2008. Because certain accounting changes that took effect in fiscal 2006, including the expensingbasis of stock options, had the effect of permanently decreasing return on stockholders’ equity, in September 2006, the Committee also approved amendments to each named executive officer’s MIB agreement to reduce the minimum required return on stockholders’ equity from 18% to 14%.these considerations.

In order to encourage equity ownership in SYSCO by all participants in the MIB, including the named executive officers, the plan provides that we will pay a portion of the annual bonus in shares of SYSCO common stock. We pay the bonus in cash and, in addition, we automatically issue to the participants restricted shares of SYSCO common stock with a market value equal to 28% of their cash bonus. The calculation of the 28% stock match excludes any additional amounts from the supplemental bonus described below if performance exceeds expectations, but takes into account any reduction under the supplemental agreements described below if performance does not meet expectations. In order to calculate the number of shares awarded, we use the closing price of our shares on the last trading day of the fiscal year to which the award relates. As part of our philosophy of fostering long-term careers at SYSCO, recipients are restricted from selling, transferring or gifting this stock until the second anniversary of the date of grant and all officers at the levels of Senior Vice President and above risk forfeiture of the shares if they leave SYSCO under certain circumstances during this period. If a recipient’s employment is terminated due to death, long-term disability or retirement under normal company policies, these restrictions will no longer apply to the employee’s shares.

Payouts for the fiscal 2007 MIB were approved by the Committee and paid in August 2007, as shown in the Summary Compensation Table on page 36. The payouts were based on our exceptional fiscal 2007 results, including an increase in basic earnings per share before the cumulative effect of accounting changes of 19.1%, a return on equity of 31% and on 79 of SYSCO’s 95 operating companies or subsidiaries achieving a 20% or greater return on capital. See “Historical Annual Compensation (including MIB Shares) in Recent Fiscal Years” below for a further correlation between performance and bonus payments. Because of SYSCO’s greatly improved performance in fiscal 2007 when compared to fiscal 2006, total annual compensation, comprised of annual base salary plus the cash portion of the MIB as adjusted by the supplemental bonus, for each of the named executive officers reflected the superior performance and exceeded the 75th percentile of our peer group.

Supplemental Performance Bonus

On June 9, 2006, the Committee recommended, and the SYSCO Board adopted, the 2006 Supplemental Performance Based Bonus Plan in order to provide a further connection between the executive management team’s performance and their potential total compensation. This plan, which we refer to as the “Supplemental Plan,” replaced a similar plan used only for Mr. Schnieders in fiscal years 2005 and 2006. Fiscal 2007 was the first year for which this plan applied to the larger group of executives. The executives are only eligible for theIn May 2008, Sysco entered into supplemental bonus ~~if the minimum criteria to earn an MIB for the fiscal year are satisfied.~~

The Supplemental Plan helps to align a portion of the executives’ bonus compensation with non-financial performance goals not taken into account under the MIB formula, such as strategy development, organizational development and alignment, the development of talent and succession planning. The Supplemental Plan also allows the Committee to use some discretion in determining the total amount of the executives’ bonus payments. Each year SYSCO enters into agreements ~~approved by the Committee pursuant to the Supplemental Plan~~ with each ~~named executive officer, as well as all other Executive Vice Presidents~~of Messrs. Schnieders and ~~Senior Vice Presidents. Under the Supplemental Plan~~Spitler for fiscal 2009. The May 2008 agreements provided that the Committee, in its sole discretion, ~~may~~could increase or decrease by up to 25% the cash portion of the executives’ ~~bonus earned under the MIB agreement for the fiscal year,~~2009 MIP bonuses, depending

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upon whether the Committee ~~concludes~~concluded that the executives’ performance “exceeded expectations” or was “below ~~expectations”~~expectations,” based on the criteria described under “Executive Compensation — 2006 Supplemental Performance Based Bonus Plan” on page 42. If the executives’ performance simply “meets expectations,” the executives will neither receive an additional bonus nor have their MIB reduced. Even if an executive exceeds expectations, we will not pay a supplemental bonus unless the executive earns an MIB for the fiscal year. The Committee intends that the goals and targets in the Supplemental Plan agreements be different from the threshold performance levels contained in the MIB. The supplemental goals are intended to be more operational in nature and include intangible goals that may not all be achieved in a single year, but that will provide long-term benefits to our operations.

~~Before the beginning~~Committee’s separate review of each ~~fiscal year, the Committee, together with the Corporate Governance and Nominating Committee, meets~~individual, including but not limited to review and approve Mr. Schnieders’ personal fiscal year goals, including the goals under the Supplemental Plan. The individual performance measures in the Supplemental Plan agreements with Mr. Schnieders and each of the other named executive officers include key aspects of SYSCO’s enterprise-wide goals for the fiscal year, which are both more strategic and more operational in nature than the financial criteria required for payment of the MIB, as well as some of the team’s personal goals. For fiscal 2007, the goals were submitted by the CEO, then the Committee and the Corporate Governance and Nominating Committee engaged in discussion with the CEO regarding the goals and provided additional input, particularly regarding items that were less tangible and not included in the enterprise-wide goals. After appropriate revisions, the fiscal 2007 goals were adopted by the Committee since they agreed that achievement of the goals should directly result in increased stockholder value. See “Executive Compensation — 2006 Supplemental Performance Based Bonus Plan” on page 42 for a ~~description of the fiscal 2007 goals.~~

~~Within 90 days after the fiscal year end, the Committee conducts an evaluation of the CEO. The Committee’s~~ review of ~~Mr. Schnieders’ fiscal 2007~~these performance and satisfaction of the supplemental goals (which are described in further detail under “Executive Compensation — 2006 Supplemental Performance Based Bonus Plan — Fiscal Year 2007 Supplemental Bonus Agreement with CEO” on page 42) included the following:areas:


	•	~~Long-term strategy —~~~~significantly furthering SYSCO’s~~implementation of Sysco’s long-term strategy and position as a sustainable corporation, particularly though the company’s sourcing initiatives, business review process and reduction of expenses across all aspects of the business. In addition, SYSCO completed its first RDC and began operating it profitably at near full capacity, while beginning work on a second RDC site and identifying property for a third site.strategy;
	•	~~Corporate governance —~~making noteworthy efforts regarding corporate governance and continuing dialogues with shareholders, including numerous discussions with various unions and other shareholder activists. These discussions led to the development of several new corporate governance policies and the adoption by the Board of Directors of a majority vote standard in director elections.
	•	~~Human capital —~~development of plans for a number of individuals, leading to a re-alignment of several portions of SYSCO’s operations and the promotion of several individuals during the second half of fiscal 2007, including the appointment of a new Chief Operating Officer, Chief Financial Officer and Vice President of Corporate Communications.
	•	~~Financial and operational performance~~— the supplemental bonus agreements contained some very aggressive financial and operational goals for fiscal 2007. Although the company did not meet all of such goals, it showed significant improvement over fiscal 2006 results that exceeded the Committee’s expectations.

The Committee also commended Mr. Schnieders for his accessibility to the Board and the company’s leadership team. Therefore, based on the this evaluation and the Committee’s determination that Mr. Schnieders’ performance in fiscal 2007 exceeded expectations, the Committee increased the cash portion of Mr. Schnieders’ MIB by 17%, or $571,130.

Within 90 days after the fiscal year end, the Committee similarly conducts an evaluation of each named executive officer other than the CEO, together with the other executives who are designated as members of the management team, as a group. After consulting with the CEO, the Committee judges the management team’s alignment with SYSCO’s enterprise-wide goals for purposes of determining the supplemental bonus payout, if any. In addition, pursuant to the agreements for fiscal 2007, the Committee evaluated each executive individually based on the executive’s contribution to maximizing the management team’s collective performance. The Committee’s review of the named executive officer’s (other than Mr. Schnieders) fiscal 2007 performance and satisfaction of the supplemental goals (which are described in further detail under “Executive Compensation — 2006 Supplemental Performance Based Bonus Plan — Fiscal Year 2007 Supplemental Bonus Agreement with Executive and Senior Vice Presidents” on page 43) included the following:


	•	~~Enterprise-wide goals~~— as discussed above, the supplemental bonus agreements contained some very aggressive financial and operational goals for fiscal 2007. Although the company did not meet all of such goals, it showed significant improvement over fiscal 2006 results that exceeded the Committee’s expectations. In addition, the

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		management team had a goal regarding a reduction in the number of accidents per 100 employees, resulting in several portions of the business significantly reducing their accident frequency during fiscal 2007.


	•	~~Developing executive leadership —~~the re-alignment of several portions of SYSCO’s operations and promotion of several officers showed considerable progress in developing executive leadership for current and future needs. In addition to the promotion of several key employees to Sr. Vice President positions, this process led to the promotion and re-assignment of numerous individuals throughout the corporate structure.
	•	~~Improving communications~~~~— fiscal 2007 showed improved communication between the operating companies, both with each other and with the corporate office.~~
	•	~~Contributing to strategy~~— The CEO indicated, and the Committee agreed, that the management team made significant contributions to the development and execution of strategy initiatives throughout SYSCO and its subsidiaries, including the sourcing initiatives, business review process, reduction of expenses and development of the RDCs.

The Committee also determined that each of the named executive officers functioned properly as part of the management team and that each of them should be treated similarly for purposes of the supplemental bonus.

Therefore, based on the this evaluation and the Committee’s determination that the management team’s performance in fiscal 2007 exceeded expectations, the Committee increased the cash portion of each named executive officer’s MIB as follows:


~~• Mr. Stubblefield: 17% or $314,173~~		~~• Mr. Accardi: 17% or $296,293~~
~~• Mr. Spitler: 17% or $301,402~~		~~• Mr. Pulliam: 17% or $275,859~~

Under an amendment to the SERP approved by the Committee in September 2006, payments made under the Supplemental Plan for fiscal 2007 performance were considered as one of the earnings components that may determine future benefits under the SERP, except in the case of certain protected benefits based on prior plan provisions described under “Executive Compensation — Supplemental Executive Retirement Plan — Minimum Benefits” on page 49. The possible increased bonus under the Supplemental Plan offset a decrease in the MIB due to revisions in the minimum requirements for payment of the operating company component. Furthermore, the Supplemental Plan simply increases or decreases the MIB amount payable by up to 25%. In light of these and other considerations, the Committee considered it appropriate to include in the SERP calculations any additional amounts payable under the Supplemental Plan. However, given the large bonuses that were earned on fiscal 2007’s superior results, the Committee reconsidered this position and effective September 19, 2007, the SERP was changed so that payments made under Supplemental Plan will not be considered in the calculation of non-protected benefits for fiscal 2008.

~~May 2007 Agreements~~

In May 2007, the Committee approved agreements with each of the named executive officers under the Management Incentive Plan and the Supplemental Plan with respect to fiscal 2008. These agreements did not include Mr. Stubblefield, who retired effective June 30, 2007, or Mr. Accardi, who will be retiring December 31, 2007 and will be compensated pursuant to his Transition and Early Retirement Agreement. The terms of the fiscal 2008 MIB agreements and supplemental agreements are substantially similar to the fiscal 2007 agreements described above, with the exception of the minimum EPS requirements for payment of an MIB and some modifications in the specific goals and criteria under the Supplemental Plan agreements. The minimum EPS increase requirement for payment of the MIB, which was temporarily reduced in fiscal 2007 to offset the effect of the bonus accrual being reversed at the end of fiscal 2006 when the executives did not receive a bonus, was returned to its prior level of 6% in the agreements relating to fiscal 2008. For a more detailed discussion of these grants, see “Executive Compensation — 2005 Management Incentive Plan” on page 40 and “Executive Compensation — 2006 Supplemental Performance Based Bonus Plan” on page 42. The Committee’s rationale for making these grants in the form and amounts granted was substantially similar to that discussed above with respect to the grants made in June 2006 for fiscal 2007.

~~Annual Compensation (including MIB Shares) in Recent Fiscal Years~~

We believe that our pay-for-performance foundation underlying the MIB and the Supplemental Plan has been instrumental in achieving excellent SYSCO and subsidiary performance. The table below shows the annual compensation (base salary, the cash portion of the MIB and MIB shares) earned by each named executive officer for each of the past four fiscal years. As discussed earlier, company performance did not merit an MIB bonus in fiscal 2006. Because they cover a three-year

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~~performance period, the cash performance units that were first paid out at the end of fiscal 2007 are not included in the table below.~~

Value of Shares

Issued in

Fiscal
Salary
Cash Portion of MIB
Connection With
Total Annual

Name And Principal Position
Year ($) ($)(1) MIB(2) Compensation ($)

Schnieders 2007 $ 1,096,500 $ 3,930,720 $ 940,685 $ 5,967,905
2006 1,062,500 0 0 1,062,500
2005 981,250 1,758,335 (3) 1,235,400 3,974,985
2004 912,500 1,887,835 1,673,080 4,473,415
Stubblefield 2007 602,500 2,162,248 517,461 3,282,209
2006 580,000 0 0 580,000
2005 547,083 753,311 670,661 1,971,055
2004 532,500 1,055,245 935,215 2,522,960
Spitler 2007 572,500 2,074,352 496,426 3,143,278
2006 547,500 0 0 547,500
2005 526,250 713,672 635,354 1,875,276
2004 512,500 1,016,548 900,868 2,429,916
Accardi 2007 567,500 2,039,193 488,012 3,094,705
2006 547,500 0 0 547,500
2005 526,250 713,672 635,354 1,875,276
2004 512,500 1,016,548 900,868 2,429,916
Pulliam 2007 530,000 1,898,559 454,356 2,882,915
2006 510,000 0 0 510,000
2005 440,417 660,833 588,265 1,689,515
2004 425,000 842,256 746,460 2,013,716


~~(1)~~		~~Includes adjustments for the Supplemental Performance Based Bonus Plan in fiscal 2007.~~

~~(2)~~		Pursuant to the 2000 Management Incentive Plan, each of the named executive officers was eligible for fiscal years 2004, 2005 and 2006 to voluntarily elect to receive up to 40% of his bonus in restricted stock. This election, if made, entitled the participant to receive the following:


	•	~~one additional share for each two shares he elected to receive in lieu of cash pursuant to the stock match feature of the plan,~~succession planning; and
	•	~~an additional cashgross-up~~ ~~to make up for the tax cost~~implementation of ~~matching shares received in lieu of cash. The column entitled “Cash portion of MIB” includes this additional cash amount.~~Sysco’s planned information technology initiatives.


		~~Beginning in fiscal 2007, pursuant to the 2005 Management Incentive Plan, we discontinued the election andgross-up~~ features and began automatically to issue to the participant shares of our restricted common stock with a market value equal to 28% of the cash bonus with no additional cash amount for tax payments. We do not include the value of the stock issued in any of the cash bonus numbers in this table. The amounts shown above include cash issued in lieu of any fractional shares.

~~(3)~~		~~Includes a $370,629 Supplemental Bonus.~~

~~The bonus amounts shown above reflect our year-to-year increase in basic earnings per share before the cumulative effect of any accounting changes as reported in our financial statements.~~

Percentage

Basic
Increase in

Earnings per
Basic EPS

Share Before
Before
Total Bonus

Accounting
Accounting
as a Multiple

Change Change of Salary

Fiscal 2007 $ 1.62 19.1 % 4.5 x
Fiscal 2006 1.36 — 0
Fiscal 2005 1.51 7.1 % 2.7 x
Fiscal 2004 1.41 17.5 % 3.8 x
Fiscal 2003 1.20

Our exceptional performance in fiscal 2004 resulted in the named executive officers receiving bonuses equal to an average of 3.8 times their base salary. In fiscal 2005, there was an increase in basic earnings per share before accounting change of only

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~~7.1% and~~

If the executives’ performance had simply “met expectations,” the executives would neither have received an additional bonus ~~decreased to an average of 2.7 times~~nor have had their 2009 bonus reduced. Because the ~~base salary. Fiscal 2006 showed a decrease in basic earnings per share, and the~~named executives did not ~~receive~~earn a ~~bonus. Fiscal 2007 showed significantly increased~~MIP bonus for 2009, Sysco did not pay any supplemental bonuses to either Mr. Schnieders or Mr. Spitler for fiscal 2009. The Committee does not currently intend to approve supplemental bonus agreements for any named executive officer with respect to fiscal 2010.

Analysis

The Committee approved the May 2008 supplemental bonus agreements based on its belief that a portion of the CEO’s and the President’s bonus potential should be based on the Committee’s subjective evaluation of their individual performance with respect to non-financial performance goals. When Mercer benchmarked target total cash compensation for fiscal 2009, the supplemental bonusand/or any supplemental reduction was not taken into account because the supplemental bonus is only paid for performance that exceeds expectations regarding the target level of performance. However, the Committee determined that the importance of emphasizing these non-financial performance goals outweighed any negative peer group comparisons if supplemental bonus amounts were paid. The Committee chose the performance areas for the supplemental bonus agreements, after consultation with Mr. Schnieders, based on its subjective determination of the most important non-financial areas of focus for the CEO and the President. The Committee chose goals and targets designed to measure performance that would provide long-term benefits to our operations. The Committee determined that the financial performance targets of the MIP for fiscal 2009 were properly aligned with the responsibilities of the other named executive officers and that a ~~19.1% increase~~supplemental bonus based on non-financial performance criteria was not necessary or appropriate for them for fiscal 2009.

In May 2009, Messrs. DeLaney and Spitler and the Compensation Committee jointly agreed to align the framework of the top executives’ annual compensation with that of the named other executive officers by eliminating supplemental bonus agreements for fiscal 2010. The Committee determined that sufficient incentives are currently in ~~basic earnings per share before accounting change with~~place for each named executive officer to achieve superior performance, and as a result, that payment of the supplemental bonuses would not provide material additional benefits to Sysco. Likewise, in the event of performance that does not meet expectations, the Committee believes that it has sufficient ability to adjust the other components of the compensation program in order to appropriately penalize such performance. The Committee intends to continue to subjectively evaluate the named executive officers ~~receiving bonuses equal~~based on such criteria as it deems appropriate and to ~~an average~~make appropriate adjustments to their compensation to reflect the results of ~~4.5 times their base salary.~~these evaluations.

Longer-Term Incentives

~~The Committee targets total~~Fiscal 2009 longer-term ~~incentive compensation between the 25th and the 50th percentiles for the peer group. However, we have often granted a smaller portion~~incentives consisted of our compensation in long-term incentives when compared to our peer group, with our total longer-term incentive grants historically falling near the 25th percentile. Our target for longer-term incentive compensation is based on the assumption that thethree-year cash performance units ~~referred~~granted in September 2008 and stock options granted in November 2008. For details regarding these grants see “Executive Compensation — Cash Performance Unit Plan” and “Executive Compensation — Grants of Plan-Based Awards.” Now that the MIP bonus no longer includes a stock match portion, it is the intent of the Committee to add restricted stock or restricted stock units, with vesting over a period of three years, to the mix of longer-term incentives, beginning with the fiscal 2010 grants in November 2009.

During fiscal 2009, exclusive of the special grants to Messrs. DeLaney and Spitler made in January and February 2009 and except as discussed below with respect to Messrs. Spitler and Schnieders, the named executive officers received approximately 50% of the value of their long-term incentives in stock options, valued using a Black-Scholes model, and the remaining 50% in cash performance units, valued at their target levels. While the Committee always retains discretion regarding future grants of equity-based awards and long-term incentives, it is currently anticipated that beginning in fiscal 2010, Sysco’s CEO, President and all corporate Executive Vice Presidents will receive approximately 50% of the value of their long-term incentives in stock options, approximately 25% in cash performance units, and approximately 25% in grants of restricted stock or restricted stock units, with the options valued using the Black-Scholes model, CPUs ~~will eventually pay out~~valued at the target ~~levels (rather than~~level of $35 per unit and each share of restricted stock or restricted stock unit valued at the ~~minimum or maximum levels)~~closing price of Sysco common stock on the business day prior to the grant.

As part of Mr. Kreidler’s employment package and to more quickly align his interests with those of Sysco’s stockholders, the ~~Black-Scholes value~~Committee made a special one-time sign-on incentive grant to Mr. Kreidler of ~~the~~5,000 restricted stock units and 75,000 stock options ~~granted. The split between CPUs and stock options is not an exact formula, but is based~~ on ~~considerations relating~~September 24, 2009 effective October 5, 2009. He will also be eligible to ~~the break-down between cash and equity compensation, as well as the break-down of compensation over the three-year CPU~~receive annual long-term incentive ~~period compared to the longer term of stock option incentives. Executive officers at the same level, such as all of the Executive Vice Presidents, generally receive the same number of CPUs and options~~grants in any given year because each is a member of SYSCO’s leadership team that shares the responsibility for achieving the overall goals and performance of SYSCO. The Committee receives information from Mercer regarding the peer group compensation and the CEO provides input to the Committee to support his recommendations with respect to awards to the other executives.November 2009.

Cash Performance Units

Under the ~~SYSCO~~Sysco Corporation 2004 ~~Mid-Term Incentive Plan, which was previously known as the SYSCO Corporation Long-Term Incentive~~ Cash Performance Unit Plan, participants in the ~~MIB~~MIP have the opportunity to receive cash incentive payments based on ~~SYSCO’s~~Sysco’s performance over a three-year period. We pay any awards earned under ~~this plan~~these plans in cash rather than in ~~SYSCO~~Sysco stock or stock ~~units in an effort to help participants diversify their investments and allow them flexibility in investing for their futures.~~units. CPU grants are forward-looking and the grant of CPUs typically dodoes not take into account prior ~~SYSCO~~Sysco or individual ~~performance; however, the~~performance. The payout on CPUs is based on the company’s ~~future performance.~~actual performance over the three-year performance cycle beginning with the fiscal year in which the CPU is granted. In September 2008, the Committee

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granted three-year cash performance units under the 2004 plan. In addition, the cash performance units that we issued in 2005 were paid out in August 2008, and the cash performance units that we issued in 2006 were paid out in August 2009. In November 2008, our stockholders approved our 2008 Cash Performance Unit Plan, which replaces the 2004 plan. We expect to make fiscal 2010 cash performance unit grants under the 2008 plan, which does not differ materially from the 2004 plan.

The Committee established performance criteria for grants to the named executive officers in September ~~2004~~2006 covering the three-year performance period ended June ~~30, 2007~~27, 2009. For each of the corporate officers, one-half of the payout was based on the average growth in ~~net earnings per share. This measure is determined by averaging the growth in~~basic net earnings per share ~~for each~~and one-half of the ~~one-year periods~~payout was based on average increase in sales, adjusted for product inflation and deflation. For these purposes, we calculate basic earnings per share prior to the ~~performance period. The Committee established a sliding scale with~~accruals for the MIP and supplemental bonuses. Achievement of the target ~~achievement providing~~would have yielded a 100% payout, while the minimum ~~achievement providing~~satisfaction of only one criterion would have yielded a ~~50%~~25% payout and maximum ~~achievement providing~~performance above target on both criteria would have provided a 150% payout. ~~The targets and payouts were recommended by Mercer after discussions with the CEO and other members of executive management.~~ The Committee took the total value that was targeted at 100% payout for CPUs for a given level of participant and divided by the $35.00 value assigned to each unit to determine the number of units to be granted to ~~such participants.~~ each participant. We believe that the minimum and target amounts under the CPUs have historically been achievable, although the maximum payout would generally be difficult to obtain at the corporate level and for most of our subsidiaries.

Our ~~reported~~ average growth in basic net earnings per share over the three-year performance period ended on June ~~30, 2007~~27, 2009 was ~~9.95%~~9.6%, and our adjusted sales growth was negative 0.24%, which yielded a payout of ~~87.5%~~43.75% of the value of the units to each corporate participant previously granted ~~units.~~units, including Messrs. Spitler, Pulliam, Smith, Green and Schnieders. Our average growth in basic net earnings per share over the three-year performance period ended on June 28, 2008 was 11.14%, and our adjusted sales growth was 4.42%, which yielded a payout of 81.25% of the value of the units to each corporate participant previously granted units, including Messrs. Spitler, Pulliam, Smith, Green and Schnieders. In order for generally accepted accounting principles to be applied consistentlyyear-over-year, ~~the~~ these performance measures for the CPUs may be calculated slightly differently from those in our financial statements.

At the time of the 2004 and 2005 grants, Mr. DeLaney was serving as President of Sysco’s Charlotte subsidiary, so one-half of his payout was based on that subsidiary’s increase in operating pre-tax earnings and one-half was based on the percentage increase in the subsidiary’s sales, adjusted for product inflation and deflation. The performance of Sysco’s Charlotte subsidiary yielded a payout of 150% for the units previously granted to Mr. DeLaney in September 2005 that we paid in August 2008 and a payout of 75% for the units previously granted to Mr. DeLaney in September 2006 that we paid in August 2009. Mr. DeLaney’s grant that we paid in August 2009 was his last remaining grant with a payout tied to our Charlotte subsidiary’s performance.

The grants related to the three-year performance periods ending in fiscal 2010 and 2011 each have a value of $35 per unit and have the same payout possibilities, ranging from 25% to 150% of the total value of the units granted in each year. For each of the remaining corporate grants that are currently outstanding, the Committee used the same performance criteria described above, except that:


	•	we do not calculate basic earnings per share prior to the accruals for the MIP and supplemental bonuses;

	•	we do not adjust the sales performance measure for product inflation and deflation;

	•	as a result of the change described in the bullet points above, the threshold, target and maximum sales performance measures were increased; and

	•	for the three-year performance period ending in fiscal 2011, the threshold, target and maximum earnings performance measures were increased in order to more closely align the performance measures with the company’s long-term goal of maintaining low- to mid- double digit annualized earnings growth.

Actual payout amounts to the named executive officers for the fiscal 2006 CPU grants that we paid in fiscal 2009 are ~~listed on page 37~~set forth in footnote (3) to the Summary Compensation Table. The specific performance measures and related payouts for each year’s corporate grant are shown under “Executive Compensation — Cash Performance Unit Plans.” Pursuant to the terms of the grant agreements, Mr. Schnieders’ will continue to receive any amounts earned pursuant to his CPUs following his retirement.

~~For~~Analysis

In July and September of 2008, in order to begin moving towards the ~~three-year performance periods ending in~~anticipated fiscal ~~2008, 2009~~2010 long-term incentive split of 50% options, 25% CPUs and ~~2010,~~25% restricted stock or restricted stock units, the Committee ~~set~~determined the ~~performance criteria~~approximate target aggregate annual long-term incentive values for ~~all participants, including~~each of the named executive officers. The Committee reviewed the Mercer reports on executive compensation and long-term incentive compensation, and the Committee’s analysis also included a review of the then-current long-term incentive compensation, adding the target value of the CPUs and the Black-Scholes value of

30

options granted to each of the named executive officers during fiscal 2008, plus the value of the 28% stock match on the targeted 200% fiscal 2008 MIP bonus, to set a minimum baseline for its fiscal 2009 long-term incentive value determination. At that time, the Committee recognized that there needed to be an increase for Mr. DeLaney to provide long-term incentives that more closely matched the amounts granted to the Chief Financial Officer at peer group companies.

Mercer’s recommendations included suggested targets for annual long-term incentive amounts for Messrs. DeLaney, Pulliam and ~~added~~Schnieders that were near the median in accordance with Sysco’s general compensation philosophy. Mercer’s recommendations with respect to Mr. Spitler were above the median, which Mercer believed was appropriate because his peer group comparative data had changed significantly since Mercer’s prior reports. Mercer explained that several new presidents or COOs had been recently appointed at peer group companies, with such individuals receiving compensation amounts significantly lower than their more experienced predecessors, thereby artificially lowering the comparative data for Mr. Spitler. Award levels for Messrs. Smith and Green were determined in light of their January 2008 promotions and the desire to bring their longer-term compensation levels more in line with those of the other named executive officers.

The Committee considered the market data and recommendations provided by Mercer, as well as the fact that fiscal 2009 was a ~~second component~~transition year for Sysco’s long-term incentive compensation, with the stock match portion of ~~average~~the MIP having been paid for the last time in August 2008 but no restricted stock scheduled for issuance until fiscal 2010. The Committee ultimately targeted long-term incentive amounts that were greater than the baseline values calculated using the awards for fiscal 2008, but less than the amounts recommended by Mercer to reflect the company’s competitive pay strategy. The Committee made this decision based on its subjective determination that the increases necessary to bring the long-term incentives up to Mercer’s recommended levels were too great to be made in one year and should be phased in over two or more years. The targets for fiscal 2009 long-term incentive amounts chosen by the Committee would place each of the executive officers’ total long-term incentive compensation from slightly below the 25^th percentile to the median for total long-term incentives granted to similar positions within the peer group companies, except for Mr. Spitler, whose total long-term incentive compensation would be somewhat above the median for the reasons discussed above.

After consulting with Mercer and members of executive management, the Committee determined that a long-term incentive breakdown for fiscal 2009 of approximately 50% stock options and 50% cash performance units was appropriate, since no restricted stock would be awarded during fiscal 2009 and the Committee desired to maintain some consistency with prior year grants while also allowing fiscal 2009 to serve as a transition to the anticipated fiscal 2010 long-term incentive mix. The Committee generally followed Mercer’s recommendations with respect to the breakdown for each Executive Vice President’s fiscal 2009 long-term incentive compensation, with slightly more than 50% of their fiscal 2009 long-term incentives granted in the form of options. However, the Committee determined that, if the number of options to be granted to Messrs. Spitler and Schnieders were increased sufficiently for the fiscal 2009 option grant values to equal half of the total long-term incentive values originally targeted, the increase in ~~sales, adjusted for product inflation and deflation for~~ the ~~periods ending~~size of their option grants would be larger than the Committee subjectively determined was appropriate in ~~fiscal 2008 and 2009, in order to focus~~one year. As a result, the ~~executive team on sales growth. The scale works much like~~Committee maintained the ~~previously granted CPUs, except that one-half~~overall value of the ~~payout is based on average growth in net earnings per share~~anticipated fiscal 2009 long-term incentive grants for Messrs. Schnieders and ~~one-half~~Spitler, reducing the size of the ~~payout is based on average increase in adjusted sales. Again, achievement~~option piece and increasing the size of the CPU component. This resulted in the target ~~yields a 100% payout, while~~value of their fiscal 2009 CPU grants exceeding the Black-Scholes value of their fiscal 2009 option grants, which were made in November 2008.

The minimum, ~~satisfaction of only one criteria yields a 25% payout~~target and maximum performance ~~above target on both~~ criteria ~~will provide a 150% payout. We believe~~levels and the payouts for the awards made during fiscal 2009 were recommended by the executive management team and were similar to those made during fiscal 2008, provided that the minimum and target amounts described under “Executive Compensation — 2004 Mid-Term Incentive Plan” on page 39 are achievable, although the maximum payout would be difficult to obtain. The earnings per share portion of the CPU calculation is generally easier to obtain than the sales growth portion. For Mr. Schnieders, the Committee increased the ~~number of units being granted in 2005 because Mercer’s data showed that his longer-term incentive compensation was far below the 25th percentile of the company’s peer group. For the three year~~threshold, target and maximum earnings performance period ending fiscal 2009 only, we calculate earnings per share prior to the accruals for the MIB and the supplemental bonus. The Committee made this adjustment due to the difficulty of calculating earnings per share using these accruals andlevels, in order to ~~avoid inconsistent results in years when we do not pay an MIBand/or~~ supplemental bonus, but determined in fiscal 2008 to return to the previous method of calculation including these accruals, in order to tie payment of the bonus to increases in GAAP earnings per share. In addition, with respect to the grants made in fiscal 2008, we

29

will no longer adjust the increase in sales by inflation or deflation. As a result of this change, the threshold sales performance was increased from 4% to 6%, the target sales performance was increased from 6% to 8%, and the maximum sales performance was increased from 8% to 10%. The Committee made this change in order to tiemore closely align the performance ~~goals more closely~~measures with the company’s long-term goal of maintaining low- to the Company’s internal business goals, which no longer adjust for inflation or deflation. Except for these changes, the grants made in fiscal 2008 that relate to the three year performance period ending in fiscal 2010 are substantially similar to those made in fiscal 2007.mid- double digit annualized earnings growth.

Stock Options

~~Part of SYSCO’s total compensation package is the grant of stock options on an annual basis to a select group of key managers, including MIB participants and the named executive officers.~~

When determining the number of options and CPUs to grant to the executives, the Committee generally begins its analysis with data regarding the 25th and 50th percentiles of long-term incentive compensation for matched positions in the peer group, as provided by Mercer. Once the split between options and CPUs is made, Mercer uses the Black-Scholes valuation method to convert the comparative market data dollar amount into a number of SYSCO stock options. Comparing these results to the 25th and 50th percentile information, Mercer makes a recommendation regarding the number of options to be granted to each level of employee. However, the Committee may take into account a number of other factors when considering Mercer’s recommendation, as described below. The Committee ~~reviews Mercer’s input and recommendations from~~approved the ~~CEO on the other executives’~~fiscal 2009 stock option grants ~~as well as considerations regarding the impact of share-based compensation expense on SYSCO’s results.~~

From calendar 1994 through mid-calendar 2006, the Committee generally issued options on a performance basis, meaning that grants were made only in years when participants in SYSCO’s Management Incentive Plan had earned a bonus. In September 2006, after reviewing SYSCO’s overall compensation strategy, the Committee determined that in order to remain competitive and provide the proper incentives, option grants should generally be made annually, without regard to whether or not MIB participants earned a bonus. The Committee indicated that options are only one part of SYSCO’s multi-faceted integrated compensation program used to strengthen short-term, mid-term and long-term performance. In general, SYSCO’s cash bonus plans are based on our overall annual financial performance. In contrast, the Committee may also take into consideration other criteria relating to SYSCO’s long-term performance. Therefore, after considering the target for total longer-term incentive compensation between the 25th and 50th percentiles, the Committee may consider, among other things, the following:


~~• SYSCO’s sales~~		~~• SYSCO’s overall performance~~
~~• gains in market share~~		~~• individual performance~~
~~• implementation of SYSCO’s strategy and long-range plans~~		~~• mix of cash and equity compensation~~
~~• acquisitions~~		~~• long-term versus short-term compensation~~

The Committee believes that considering these factors and granting options accordingly will benefit employee retention, particularly in years in which SYSCO’s performance does not create high cash compensation. It will also help to ensure that longer term strategic initiatives are not compromised by having executives focus solely on short-term profitability for payment of the MIB. SYSCO’s long-term performance ultimately determines the value of stock options, because gains from stock option exercises are entirely dependent on the long-term appreciation of our stock price. The Committee expects that this longer-term focus will benefit SYSCO and its stockholders, as it more closely aligns the executives’ interests with those of stockholders and focuses executives on strategies that increase long-term stockholder value. Existing ownership levels are not a factor in the Committee’s granting of options because it does not want to discourage executives from holding significant amounts of SYSCO stock.

In September 2006, Mercer discussed with the Committee the number of options to be granted at each officer level. While Mercer had suggested a higher number of option grants for executive officers in order to increase the company’s long-term compensation to a level more competitive with its peer group, Mr. Schnieders indicated that he disagreed. Mr. Schnieders suggested that although the other named executive officers were rated highly in their fiscal 2006 performance reviews, the options to be granted to each of the named executive officers ~~should be no higher than the number of options granted~~ in September 2005 due to the Company’s overall fiscal 2006 performance. The Committee also considered the executives’ implementation of SYSCO’s strategy and long-range plans, the mix of cash and equity compensation and long-term versus short-term compensation and concluded that overall fiscal 2006 performance did not merit the increase suggestedNovember 2008 under our 2007 Stock Incentive Plan, which was approved by ~~Mercer. Based on this analysis,~~stockholders in September 2006 the Committee granted approximately 6.5 million options to approximately 1,600 employees. Approximately 6.6% of these stock options were granted to the named executive officers. Because the Committee felt that each member of the executive team performed on par and wanted to treat them as a team, all Executive Vice

30

~~Presidents received the same grant and their awards, along with the CEO’s grant amount, were kept at the same level as the grants made in September 2005.~~November 2007. The specific grants are shown under ~~“Grants~~“Executive Compensation — Grants of Plan-Based ~~Awards”~~Awards.” The 2007 Stock Incentive Plan calls for options to be priced at the closing price of our common stock on ~~page 38.~~the business day prior to the grant date, and the fiscal 2009 option grant agreement provides for ratable vesting over a five-year period.

Our stock ~~options~~option grant administrative guidelines were adopted in February 2007, as described under ““Executive Compensation — Outstanding Equity Awards at Fiscal Year-End.” Under the guidelines, the Committee will generally not make grants during a period preceding an anticipated event ~~which~~that is likely to cause a substantial increase or a substantial decrease in the trading price of ~~SYSCO’s~~Sysco’s common stock, such as an earnings release. The Committee will generally authorize and grant

31

options during normal trading windows. If we have grants scheduled to occur outside of a normal trading window or when ~~SYSCO~~Sysco is in possession of material non-public information, then:


	•	management must inform the Committee or the Board of Directors, as the case may be, of all material information in its possession regarding ~~SYSCO;~~Sysco; and

	•	if, in the Committee’s or Board’s judgment, such information is reasonably likely to affect the trading price of ~~SYSCO’s~~Sysco’s common stock, then due consideration should be given to the number and exercise price of options that may be granted in light of such material non-public information; for example, if the Committee or Board believes that the information is likely to increase the stock price, then the Committee or Board should consider granting fewer options or setting an exercise price that is higher than the current market price.

The Committee anticipates that the guidelines will be revised so that they apply to grants of restricted stock and restricted stock units. The Committee currently anticipates that annual grants of restricted stock and/or restricted stock units will begin in November 2009. The Committee reserves the right to make exceptions to the guidelines when it determines that it would be in the best interests of Sysco to do so.

The Committee made an additional option grant to Mr. DeLaney in February 2009 in connection with his promotion to Chief Executive Officer. See “Stock Options — Analysis” below.

Analysis

See “Cash Performance Units — Analysis” above for an analysis of the Committee’s fiscal 2009 overall annual longer-term incentive grant decisions, which affected the Committee’s stock option grant decisions.

The Committee believes that option grants benefit employee performance and retention, particularly in years in which Sysco’s performance does not create high cash compensation. They will also help to ensure that longer-term strategic initiatives are not compromised by having executives focus solely on short-term profitability for payment of the annual bonus. Sysco’s long-term performance ultimately determines the value of stock options, because gains from stock option exercises are entirely dependent on the long-term appreciation of our stock price. The Committee expects that this longer-term focus will benefit Sysco and its stockholders, as it more closely aligns the executives’ interests with those of stockholders and focuses executives on strategies that increase long-term stockholder value. Existing ownership levels are not a factor in the Committee’s granting of options because it does not want to discourage executives from holding significant amounts of Sysco stock.

In connection with Mr. DeLaney’s promotion to Chief Executive Officer, as discussed above at “Base Salary,” the Committee engaged Mercer to assist it in developing the appropriate pay package for him. Following its review of the peer group information prepared by Mercer, the Committee determined that Mr. DeLaney should receive a special stock option grant in February 2009 with an aggregate value that, when added to Mr. DeLaney’s prior fiscal 2009 stock option and CPU grants, would bring the total value of his fiscal 2009 longer-term incentives to or slightly above the peer group 25^th percentile. The peer group 25^th percentile was chosen for the reasons discussed under “Base Salary” above. The Committee determined to make the grant 100% in stock options, as opposed to 50% stock options and 50% CPUs, due to the Committee’s inability to utilize the fiscal 2009 performance criteria and periods contained in the September 2009 grants while maintaining deductibility limit under Section 162(m) of the Code. See “— Income Deduction Limitations,” below. As with the fiscal 2009 stock option grants made in November 2008, the Committee valued the options at their Black-Scholes value. The Committee also reviewed an internal pay equity comparison of fiscal 2009 longer-term incentives for Mr. DeLaney and Mr. Spitler and determined that these additional grants, taken together with Mr. DeLaney’s prior fiscal 2009 grants, provided appropriate differentiation from Mr. Spitler for Mr. DeLaney’s first transition year.

Restricted Stock and Restricted Stock Units

As discussed above, the Committee currently intends to add restricted stock or restricted stock units to Sysco’s long-term incentive package beginning in November 2009. Based on information provided by Mercer, the Committee believes that granting restricted stock or restricted stock units to the named executive officers beginning in fiscal 2010 will bring Sysco more in line with its peer group when comparing the total mix of short- and longer-term compensation. The Committee expects the restricted stock or restricted stock units to constitute approximately 25% of the total value of longer-term incentives for the named executive officers and to vest in1/3 increments over three years. In January 2009, in connection with his promotion to Vice Chairman, the Committee made a restricted stock grant to Mr. Spitler, as discussed in footnote 7 to the Summary Compensation Table. This restricted stock vests ratably over three years beginning on the first anniversary of the grant date.

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Analysis

In connection with the retirement of Mr. Schnieders, Mr. DeLaney’s succession to the position of Chief Executive Officer, and Mr. Spitler’s election as Vice Chairman, the Board and the Committee determined that Mr. Spitler’s skill, experience and assistance with the CEO transition were very important to Sysco’s continuing success. As a result, as discussed above at “Base Salary,” the Committee engaged Mercer to assist it in developing the appropriate pay package for Mr. Spitler, with specific emphasis on his long-term retention and his key executive role. After receiving guidance from Mercer that the grant fell within the competitive parameters set by the Company, the Committee approved the restricted stock grant discussed above. The size of the grant was based on the determination of the Committee chair, after taking into consideration the respective roles and relationships of the CEO and COO, in negotiation with Mr. Spitler in order to ensure his continued involvement with Sysco during Mr. DeLaney’s first few years as CEO, while the three-year ratable vesting was designed to provide Mr. Spitler with sufficient incentive to remain in the employ of Sysco for at least the next three years while at the same time providing him with a portion of the value of the grant at the end of each year of the three-year vesting period. The Committee does not expect this special restricted stock grant to affect the size or amount of Mr. Spitler’s future annual long term incentive grants.

Retirement/Career Incentives

Supplemental Executive Retirement Plan

SYSCO’s retirement plans are an important retention tool, the effectiveness of which the Committee tries to balance with the cost of providing them. Our history supports that this approach works, as our named executive officers had an average tenure of over 24 years with SYSCO at the end of the fiscal year. We provide annual retirement benefits to all corporate employees and most of our non-union operating company employees under the broad-based tax-qualified ~~SYSCO~~Sysco Corporation Retirement Plan, which we simply refer to as the “pension ~~plan”.~~plan.” In addition, ~~SYSCO~~Sysco offers asupplemental retirement plans to approximately 170 corporate and operating company officers. Each of the named executive officers participates in the Supplemental Executive Retirement Plan, or ~~SERP, to approximately 190 MIB participants, including the named executive officers.~~SERP. The Committee utilizes the SERP to increase the retirement benefits available to officers whose benefits under the pension plan are limited by law. ~~Unlike the pension plan, the SERP is an unfunded, unsecured obligation of SYSCO and is not qualified for tax purposes.~~ The earliest an executive can retire and receive any benefits under the SERP is age 55 with a minimum of 15 years of ~~MIB Plan~~MIP service. The SERP was designed to provide fully vested participants with post-retirement monthly payments, with the annual benefits equaling to up to 50% of a qualified participant’s final average annual compensation, ~~based on the highest five of the ten years preceding retirement,~~as discussed below, in combination with other retirement benefits, including other pension benefits, the company match under the 401(k) plan and social security payments. Annual retirement benefits from the SERP for a participant who is 100% vested in his accrued benefit are generally limited to ~~$2,200,000, as~~approximately $2.25 million, with such maximum limit adjusted forcost-of-living increases. However, each of Messrs. ~~Schnieders, Stubblefield,~~ Spitler and ~~Accardi~~Smith qualify for, and at the time of his retirement Mr. Schnieders qualified for, a protected benefit under the SERP. This limit does not apply to the protected benefit, which we will pay if it is greater than the benefit under the current provisions. The other named executive officers who do not qualify for the protected benefit will receive a SERP benefit based on the greater of the benefit determined under the current provisions of the SERP or the accrued benefit determined as of June 28, 2008 under the prior provisions of the SERP, but with vesting and eligibility for immediate benefit payments determined as of the separation date. For the protected participants, we calculate SERP benefits as the greatest of the benefits determined under four calculations using each of the regular and protected participant benefit formulas under both the current provisions of the SERP and their frozen June 28, 2008 benefits. The terms of the SERP are more specifically described at “Executive Compensation — Pension Benefits — Supplemental Executive Retirement Plan.” The amounts accrued by each named executive officer under the pension plan and the SERP as of June 27, 2009 are set forth under “Executive Compensation — Pension Benefits.” Mr. Schnieders’ annual SERP benefit following his retirement on June 27, 2009 is approximately $1.9 million.

~~The provisions~~In December 2008, the Committee recommended and the Board approved additional amendments to the SERP based on the Committee’s consultation with Mercer. Those amendments that could materially impact the compensation of the named executive officers under the SERP ~~place SYSCO~~are summarized below:


	•	The SERP previously provided that if a participant separated from service as a result of disability, was not otherwise eligible to commence receiving distributions and was at least age 60 with 10 years of service with Sysco as of the date of the separation from service due to disability, then if the participant remained disabled through age 65 the participant would be 100% vested in his SERP benefit. These special vesting provisions were removed for participants who separate from service due to disability on or after December 16, 2008;

	•	The MIP bonus is no longer capped at 150% of base pay for purposes of calculating the non-service related active death benefit, although beginning in fiscal 2009 it was capped for all other SERP benefit purposes; and

	•	The benefit payable upon the death of a vested, terminated participant prior to age 55 now reflects an actuarial reduction for the difference between 55 and the executive’s age at death.

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In addition to the amendments discussed above, the ~~75th~~Committee also recommended, and the Board approved, additional amendments in December 2008 designed to bring the SERP into compliance with Section 409A of the Code.

Analysis

Sysco’s retirement plans are an important performance and retention tool, the effectiveness of which the Committee tries to balance with the cost of providing them. Our history supports that this approach works, as our named executive officers, including Mr. Schnieders, had an average tenure of over 20 years with Sysco at the end of fiscal 2009. Based on Mercer’s report, as of September 2008, compensation to the named executive officers under the SERP placed Sysco above the 75^th percentile for retirement benefits ~~provided by companies in SYSCO’s~~relative to the peer group, but total target compensation plus retirement benefits placed Sysco between the median and the 75^th percentile for the named executive officers. As a result, the Committee believes that these benefits, as modified during fiscal 2009, are appropriate in light of ~~the company’s~~Sysco’s overall compensation structure. ~~When~~

The Committee continues to review the SERP ~~benefits are added~~regularly in order to achieve the following goals:


	•	maintain the SERP as a retention tool;

	•	reduce the cost of the SERP;

	•	bring Sysco’s level of retirement benefits more in line with the peer group; and

	•	increase the proportion of long-term and performance-based compensation in the compensation mix, relative to fixed and retirement compensation such as the SERP.

The modifications to the ~~other elements~~SERP approved by the Committee during fiscal 2009 to remove the special disability vesting provisions and to provide for the actuarial reduction in death benefits paid prior to age 55 further these goals by potentially reducing Sysco’s anticipated cost of ~~our compensation structure,~~payments. The decision not to cap the ~~total package is still below~~amount of the ~~75th percentile~~MIP bonus included in the non-service related active death benefit was based on the Committee’s subjective determination that the life insurance benefits available to all SERP participants, including the named executive officers, did not provide adequate financial protection in the event of ~~our peer group. The specific benefits under~~ the ~~pension plan~~participant’s death and that the SERP are described under “Executive Compensation — Pension Benefits” on page 46. The SERP also contains non-competition and non-disparagement clauses designed to protect SYSCO after an executive has retired or otherwise left SYSCO’s employment.death benefit should therefore be increased.

Nonqualified Executive Deferred Compensation Plan

~~SYSCO~~Sysco offers ~~the Third Amended and Restated~~an Executive Deferred Compensation Plan, or EDCP, to provide ~~MIB~~MIP participants, including the named executive officers, the opportunity to save for retirement and accumulate wealth in a tax-efficient manner beyond what is available under ~~SYSCO’s~~Sysco’s 401(k) retirement savings plan. Participants may defer up to 100% of their base salary and up to 40% of their cash MIP bonus to the EDCP. Sysco does not match any salary deferrals into the EDCP. For participants who defer a portion of their MIP bonus, Sysco matches 15% of the first 20% deferred, making the maximum possible match to the EDCP 3% of the cash bonus. This match generally vests at the tenth anniversary of the crediting date, subject to earlier vesting in the event of death, disability, a change in control or the executive’s attaining age sixty. Participants who defer compensation under the EDCP may choose from a variety of investment options, including Moody’s Average Corporate Bond Yield, with respect to amounts deferred. Company matching contributions are credited with the Moody’s Average Corporate Bond Yield. The EDCP is described in further detail under “Executive Compensation — Nonqualified Deferred Compensation.”

In November 2008, the Committee recommended and the Board approved additional amendments to the EDCP based on the Committee’s consultation with Mercer. The only such amendment potentially materially affecting the compensation of the named executive officers allowed EDCP participants to elect, on or before December 15, 2008, to receive a one-time lump sum distribution during calendar 2009 of some or all of the participants’ deferrals under the EDCP, as well as a portion of vested company matching amounts, determined as of May 15, 2009. The calendar 2009 distributions were made on June 30, 2009. Messrs. Spitler, Pulliam, Smith and Green made distribution elections under the EDCP pursuant to this provision. The details of these elections are included under “Executive Compensation — Executive Deferred Compensation Plan.”

In addition to the amendments discussed above, the Committee also recommended, and the Board approved, additional amendments in November 2008 designed to bring the EDCP into compliance with Section 409A of the Code.

Analysis

Currently, individual contributions to the 401(k) plan ~~is currently~~are limited by law to ~~$15,500 in individual contributions~~$16,500 per year. The Committee believes that the EDCP motivates and assists in the retention of key employees by providing them with greater flexibility in structuring the timing of their compensation payments. The EDCP is an important ~~retention~~recruitment and ~~recruitment~~retention tool for ~~SYSCO,~~Sysco, as the companies with which we compete for executive talent typically provide a similar plan to their senior employees.

Participants may defer up to 100% of their base salary and up to 40% of the aggregate of any cash MIB payment and any Supplemental Plan bonus to the EDCP. SYSCO does not match any salary deferrals into the EDCP. For participants who defer a portion of their annual incentive bonus, SYSCO matches 15% on the first 20% deferred of the aggregate MIB cash bonus and supplemental bonus, making the maximum possible match to the EDCP 3% of the aggregate bonus (which was a decrease from

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~~10% in January 2005), excluding~~The Committee’s decision to amend the ~~MIB stock match. See “Executive Compensation — 2005 Management Incentive Plan” on page 40~~EDCP to provide for ~~a description~~the one-time lump sum distribution election was driven primarily by the current economic crisis and by certain transitional relief under the provisions of Section 409A of the ~~MIB~~Code, which allowed such amendments to be made prior to December 31, 2008. Given declines in Sysco’s stock ~~match. This match generally vests at the tenth anniversary of the crediting date, subject to earlier vesting~~price and in the ~~event~~investment portfolios of ~~death, disability,~~virtually all EDCP participants, the Committee deemed it appropriate to provide for this one-time ability to receive a ~~change~~current distribution of deferred amounts in ~~control~~order to assist those participants in need of additional liquidity or ~~the executive’s attaining age sixty. Participants~~those participants who defer under the EDCP may choose from a variety of investment options, including Moody’s Average Corporate Bond Yield plus 1%, with respect to amounts deferred. Company-matching contributions are credited with the Moody’s Average Corporate Bond Yield plus 1%.believed that current income tax levels were more favorable than those that would be in effect following their retirement.

Severance Agreements

In prior years, the Committee approved, and the Board of Directors ratified, severance agreements for certain executive officers, including Messrs. Schnieders ~~Stubblefield, Accardi~~ and ~~Spitler, although~~Spitler. Mr. ~~Accardi’s~~Schnieders’ severance agreement ~~was replaced with a Transition~~terminated on March 31, 2009 pursuant to the terms of his transition and ~~Early Retirement Agreement in May 2007, as~~retirement agreement, discussed below. The ~~Committee and the Board believe that these agreements are necessary in order to retain highly-qualified executives. Such protections are commonly offered by~~ other ~~companies to ease an employee’s transition following termination of employment by SYSCO. Each of the~~named executive officers do not currently have severance ~~agreements also requires a general release from separated executives, as well as non-compete and non-disparagement provisions.~~

agreements. The severance ~~agreements do~~agreement for Mr. Spitler does not contain any classic “single trigger” provisions that would cause an immediate payment obligation solely as a result of a change in control of ~~SYSCO.~~Sysco; however, the agreement does provide for certain tax gross up payments in the event he incurs a golden parachute excise tax following a change in control. Under the terms of this agreement, if we terminate Mr. Spitler without cause or he terminates his employment for good reason, as these terms are defined in the agreement, he is entitled to two years’ base salary plus two years’ MIP bonus, based on his average bonus over the prior five years, in 24 equal monthly installments. In addition, if the termination occurs before the end of a fiscal year in which a bonus would have been earned but for the termination, Mr. Spitler will receive a pro rated share of the cash bonus payable.

The agreement also provides for waivers of the provisions of the SERP and the EDCP that reduce payments thereunder to the extent that they would not be deductible by Sysco pursuant to Section 280G of the Internal Revenue Code. In addition, if we make payments to Mr. Spitler that are contingent on a change in control as provided for under Section 280G, the IRS may impose an excise tax on him pursuant to Section 4999 of the Internal Revenue Code with respect to such payments and certain other payments conditioned on a change in control. In that event, the severance agreement provides that Mr. Spitler will be entitled to receive an indemnity payment of any such tax and a “gross up” of that payment so that he will have no out of pocket costs as a result of the excise tax and tax reimbursement payments. The severance agreement also requires a general release from Mr. Spitler and contains non-compete and non-disparagement provisions. The severance agreement is described under “Executive Compensation — Severance Agreements.”

We amended Messrs. Schnieders’ and Spitler’s severance agreements in late calendar 2008 in order to bring them into compliance with Section 409A.

In connection with his resignation, Sysco entered into a transition and retirement agreement with Mr. Schnieders on January 19, 2009, which became effective as of January 27, 2009. The material terms of the retirement agreement are described under “Executive Compensation — Executive Severance Agreements.”

Analysis

When Sysco entered into the severance agreement with Mr. Spitler and various other individuals then serving as executive officers, the Committee and the Board believed that it was necessary in order to retain the executives and to ease their transition in the event of their involuntary termination of employment with Sysco without “cause” or for a voluntary termination for “good reason.” The Committee has reviewed a January 2008 Mercer review of severance provisions among our peer group companies, which indicates that approximately half of the peer group companies offered such protections. It iswas the Committee’s intent that provisions in the severance ~~agreements~~agreement regarding ~~an executive’s~~Mr. Spitler’s termination following a change ofin control preserve executive morale and productivity and encourage retention in the face of the disruptive impact of an actual or rumored change in control of ~~SYSCO.~~Sysco. In addition, these provisions align executive and stockholder interests by enabling ~~executives~~Mr. Spitler to consider corporate transactions that are in the best interests of ~~SYSCO’s~~Sysco’s stockholders and other constituents without undue concern over whether the transactions may jeopardize ~~the executives’ own~~his employment and compensation. The Committee does not believe that the severance ~~agreements provide~~agreement provides undue incentive for ~~the executive officers~~Mr. Spitler to encourage a change in control. Finally, the provisions protect stockholder interests in the event of a change in control by helping assure some amount of management continuity, which could improve company performance and maintain stockholder stock value.

Under the terms of these agreements, if we terminate the executive without cause or the executive terminates his employment for good reason, as these terms are defined in the agreement, the executive is entitled to two years’ base salary plus two years’ MIB, based on his average MIB over the prior five years, in 24 equal monthly installments. In addition, if the termination occurs before the end of a year in which a bonus would have been earned but for the termination, the executive will receive a pro rated share of the cash bonus payable. If termination occurs before age 60, we will treat the executive as if he retired at age 60, so that he will receive a benefit in accordance with the provisions of the SERP. We will also pay the executive a lump sum payment equal to 100% of his vested and unvested benefits under the EDCP, including deferrals and company matches thereon, if applicable. The Committee concluded that these provisions were necessary and appropriate to remain competitive with our peer companies for compensation purposes.

If we make payments to certain executives that are contingent on a change in control as provided for under Section 280G of the Internal Revenue Code, the IRS may impose an excise tax on the executives pursuant to Section 4999 of the Internal Revenue Code with respect to such payments. In that event, the severance agreements provide that the executives will be entitled to receive an indemnity payment of any such tax and a “gross up” of that payment so that the executives have no out of pocket costs as a result of the tax and tax reimbursement payments. The Committee has reviewed the potential costs associated with ~~these~~thegross-up payments called for by the severance agreement and has determined that they ~~were~~are fair and appropriate for several reasons. The excise tax tends to penalize ~~long-serving~~ employees ~~in favor of new hires and to penalize individuals~~who defer compensation, as well as penalizing those employees who do not exercise options in favor of those who do. In addition, the lapse of restrictions and acceleration of vesting on equity awards can cause an executive to incur excise tax liability

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before actually receiving any cash severance payments. ~~The~~Therefore, the Committee believes that thegross-up payments are necessary to ensure proper consideration of a change in control by Mr. Spitler.

As part of the Committee’s comprehensive review of compensation, the Committee reviewed whether or not agreements with change in control provisions similar to those in the severance agreements ~~are described under “Executive Compensation — Executive Severance Agreements” on page 51.~~

~~To help assure smooth transitions in succession plans,~~should be extended to the ~~Committee also concluded it may be appropriate to provide transition agreements or~~ other benefits to key executives who announce their intention to retire. The terms and conditions of any such transition agreement will be established by the Committee on a case by case basis. Generally, under any such agreements, thenamed executive would continue to be employed for a limited period, receive an annual salary and continue with normal or increased participation in benefit and retirement plans. During this period, the executive would assist us in the transition to his or her successor, would be available to assist SYSCO on an as-needed basis and would execute an agreement not to compete with SYSCO.

John K. Stubblefield, Jr., the company’s former Executive Vice President, Finance and Chief Financial Officer and a former member of the Board of Directors, had contemplated taking early retirement on several occasions, but was asked by Mr. Schnieders and the Board of Directors to continue his employment with SYSCO for various periods of time.officers. In ~~December~~

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2006, Mr. Stubblefield informed the Board members that he would soon be retiring from his positions as an officer and director of SYSCO. Under the terms of the SERP, if he had retired on December 31, 2006, Mr. Stubblefield would have been 60% vested in his accrued SERP benefit based on his age at retirement, his 22-1/2 years of credited service with SYSCO and his 14-1/2 years of service under SYSCO’s Management Incentive Plans. Mr. Stubblefield would have been 80% vested in his accrued SERP benefits if he served for an additional twelve-month period and retired at the beginning of thelate fall 2008, ~~calendar year. On December 8, 2006,~~ the Committee determined that it would ~~credit Mr. Stubblefield with 1.5 years of additional service under SYSCO’s Management Incentive Plans so~~not offer such agreements to the other named executive officers at that ~~he would be 85% vested in his accrued benefits under~~time. This determination was based on the ~~SERP. These benefits were granted in recognition of Mr. Stubblefield’s contributions~~Committee’s subjective belief that many other companies had ceased to ~~SYSCO, including remaining in his position at the request of the CEO and Board of Directors,~~offer such agreements to their executives, as well as an analysis of the benefits offered under Sysco’s compensation programs to executives in the event of a change in control. The Committee determined that it would not ask Mr. Schnieders or Mr. Spitler to amend or terminate their previously existing severance agreements since they represented previously negotiated arrangements that continued to benefit the company.

The Committee approved the terms of Mr. Schnieders’ transition and retirement agreement pursuant to arms’ length negotiations with Mr. Schnieders. Mr. Schnieders agreed to have his ~~eight years~~severance agreement terminated on March 31, 2009 in exchange for the transition and retirement agreement. Although the Committee did not engage Mercer to specifically benchmark Mr. Schnieders’ compensation as executive Chairman of ~~non-MIP service~~the Board, the Committee did rely on Mercer’s advice that executive Board Chairs are ~~not counted~~typically paid pursuant to a company’s existing executive compensation programs, although often at reduced levels. The Committee balanced this information with its primary objectives of ensuring that Mr. Schnieders would remain available for ~~purposes~~a reasonable period to assist Messrs. DeLaney and Spitler in their transition and that Mr. Schnieders’ severance agreement would terminate without triggering any payments to Mr. Schnieders or accelerating or triggering any of ~~calculating benefits~~Mr. Schnieders’ other rights under the ~~SERP, and as an inducement to him to remain at SYSCO during the transition to a new Chief Financial Officer through the end of the 2007 fiscal year.~~

In February 2007, Mr. Accardi, at that time our Executive Vice President, Contract Sales and President, Specialty Distribution Companies, announced his planned retirement from SYSCO, effective December 31, 2007 at age 59. In connection with Mr. Accardi’s planned retirement, in May 2007, we entered into the Transition and Early Retirement Agreement described under “Executive Compensation — Executive Severance Agreements — Transition and Early Retirement Agreement with Larry J. Accardi on page 53, which includes provisions for:


	•	~~a $500,000 payment to be made on or before January 10, 2008 since he will not receive an MIB for fiscal 2008;~~
	•	~~one year of additional Management Incentive Plan service under the company’s SERP, resulting in his becoming 90% vested in his accrued benefits under the SERP on his retirement date;~~
	•	one year of additional Management Incentive Plan service credit under the company’s Non-Qualified Executive Deferred Compensation Plan, resulting in his becoming 90% vested in the unvested SYSCO matching contributions to his EDCP account on his retirement date; and
	•	~~reimbursement of approximately $12,000 in legal fees incurred related to the preparation and review of the Transition and Early Retirement Agreement.~~

In exchange for these benefits, Mr. Accardi agreed to certain expanded non-competition, non-disclosure, non-disparagement and non-solicitation provisions for a period of three years following termination of employment, and has agreed to assist SYSCO during the transition regarding his departure through December 31, 2007. He and SYSCO have also agreed to specified release and hold harmless provisions. Mr. Accardi will only receive the $500,000 payment, additional years of service and treatment as retired in good standing if he enters into an agreed form of release and either remains in our employ through December 31, 2007 or we terminate him without cause prior to that date. The Transition and Early Retirement Agreement terminated Mr. Accardi’s Executive Severance Agreement with SYSCO dated August 18, 2004, as amended on September 3, 2004, including the provisions that would have caused Mr. Accardi to forfeit his benefits under the SERP if he retired prior to age 60. Except as described above, all of Mr. Accardi’s rights under SYSCO employee benefit plans remain unaffected. The Committee, after consultation with the Board of Directors, determined that entering into this arrangement with Mr. Accardi was in the best interests of SYSCO and its stockholders.agreement.

Benefits, Perks and Other Compensation ~~Considerations~~

~~Benefits, Perks and Other Compensation~~

We provide ~~additional~~ benefits for executives beyond those discussed above. To the extent required by Securities and Exchange Commission Rules, these benefits are reflected in the All Other Compensation column in the Summary Compensation Table on page 36. Wethat we believe ~~that these benefits~~ are reasonable, particularly since the cost of these benefits constitutes a very small percentage of each named executive officer’s total compensation.

~~SYSCO’s~~Sysco’s named executive officers are generally eligible to participate in ~~SYSCO’s~~Sysco’s regular employee benefit programs, which include the defined benefit pension plan, a 401(k) plan, our employee stock purchase plan, group ~~medical and dental coverage, group~~ life insurance and other group benefit plans. We also provide MIP participants, including the named executive officers, with additional life insurance benefits, long-term disability coverage, including disability income coverage, and long-term care insurance, as well as reimbursement for an annual comprehensive wellness examination by a physician of their choice. We believe these benefits are required to remain competitive with our competitors for executive talent. Although the executive officers are eligible to participate in Sysco’s group medical and dental coverage, we adjust employees’ contributions towards the monthly cost of the medical plan according to salary level; therefore, executives pay a higher percentage of the cost of these benefits than do non-executives. We also provide MIB participants, including the named executive officers, with additional life insurance benefits, long-term disability coverage (including disability income coverage) and long-term care insurance and reimbursement for an annual comprehensive wellness examination by a physician of their choice.

~~MIB~~MIP participants, including the named executive officers, are encouraged to occasionally have their spouses accompany them at business dinners and other business functions in connection with some meetings of the Board of Directors, certain business meetings and other corporate-sponsored events, and ~~SYSCO~~Sysco pays, either directly or by reimbursement, all expenses associated with their

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spouses’ travel to and attendance at these business-related functions. ~~This payment or reimbursement is described in further detail in footnote (5) to the Summary Compensation Table.~~ Furthermore, ~~SYSCO~~Sysco owns fractional interests in private aircraft ~~which~~that are made available to members of the Board of Directors, executives and other members of management for business use, but are not allowed to be used for personal matters. Spouses may ~~from time to time~~occasionally accompany executive officers on such flights in connection with travel to and from business-related functions if there is space available on the aircraft. In addition, the transition and retirement agreement entered into with Mr. Schnieders allowed him to utilize such flights for travel to and from his residence in Santa Fe, New Mexico and Sysco’s corporate headquarters from January 2009 through his retirement on June 27, 2009.

Officers, as well as many other associates, are provided with cell phones and PDA devices ~~which~~that are paid for by ~~SYSCO,~~Sysco, are intended primarily for business use and which we consider to be necessary and integral to their performance of their duties. All employees, including our named executive officers, and members of our Board of Directors are also entitled to receive discounts on all products carried by ~~SYSCO~~Sysco and its subsidiaries.

~~Other than approximately $12,000 paid~~Consistent with Sysco’s practices on relocation of officers, we have agreed to provide Mr. ~~Accardi~~Kreidler reimbursement for ~~reimbursement of legal counseling related to~~certain relocation expenses in connection with his ~~Retirement~~appointment as Executive Vice President and ~~Separation Agreement,~~~~SYSCO generally~~Chief Financial Officer at our headquarters in Houston, Texas.

Sysco does not provide ~~its executives~~the named executive officers with automobiles, security monitoring or split-dollar life ~~insurance or reimbursement for legal or personal financial counseling.~~insurance.

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~~Additional~~ Benefits Following a Change in Control

As discussed above, we have no “single trigger” provisions in ~~the Severance Agreements~~any severance or similar agreement that would cause an immediate cash payment obligation solely as a result of a change in control of ~~SYSCO.~~Sysco; however, Mr. Spitler’s severance agreement does provide for certain tax gross up payments in the event of a change in control. We have included provisions regarding a change in control in ~~the severance agreements and~~ several of ~~SYSCO’s~~Sysco’s benefit plans and agreements, including an immediate payout of CPUs at the maximum payout level and 100% vesting of ~~the~~ SERP ~~unvested~~balances, EDCP amounts, options, and restricted stock ~~and CPUs~~ upon a change in control. See “Executive Compensation — Quantification of Termination/Change in Control Payments” ~~beginning on page 54~~ for a detailed explanation of potential benefits under the various provisions. ~~As with the Severance Agreements, the~~

Analysis

The Committee believes that these provisions will preserve executive morale and productivity and encourage retention in the face of the disruptive impact of an actual or rumored change in control of ~~SYSCO.~~Sysco. The Committee has balanced the impact of these acceleration provisions with corresponding provisions in the SERP and the EDCP that provide for a reduction in benefits to the extent they are not deductible under Section 280G of the Code.

Potential Impact on Compensation ~~from Executive Misconduct~~of Financial Restatements

IfIn the ~~Board determines~~event of a restatement of our financial results, other than a restatement due to a change in accounting policy, it is the Committee’s policy that ~~an executive has engaged in fraudulent or intentional misconduct,~~it will review all incentive payments made to MIP participants within the ~~Board will take appropriate action~~36 months prior to ~~remedy~~ the ~~misconduct, prevent its recurrence and impose discipline~~restatement on the ~~wrongdoer. Discipline~~basis of having met or exceeded specific performance targets in grants or awards made on or after May 14, 2009. If such incentive payments would ~~vary depending~~have been lower had they been calculated based on the ~~facts~~restated results, the Committee will, to the extent permitted by applicable law, seek to recoup any such excess payments for the benefit of Sysco. The Committee has the sole discretion to determine the form and ~~circumstances,~~timing of the recoupment, which may include repayment from the MIP participant or an adjustment to the payout of a future incentive. In addition, the executives are subject to forfeiture of benefits under the SERP and ~~could include, without limit,~~


	•	~~termination of employment,~~
	•	~~initiating an action for breach of fiduciary duty, and~~
	•	if the misconduct resulted in a significant restatement of SYSCO’s financial results, seeking reimbursement of any portion of performance-based incentive compensation paid or awarded to the executive that is greater than would have been paid or awarded if calculated based on the restated financial results.

EDCP in certain circumstances. These remedies would be in addition to, and not in lieu of, any actions imposed by law enforcement agencies, regulators or other authorities.

Income Deduction Limitations

Section 162(m) of the Internal Revenue Code generally sets a limit of $1 million on the amount of non-performance-based compensation that ~~SYSCO~~Sysco may deduct for federal income tax purposes in any given year with respect to the compensation of each of the named executive officers other than the chief financial officer. The Committee has adopted a general policy of structuring the performance-based compensation arrangements, including the ~~MIB~~MIP bonus and CPUs but not the ~~Supplemental Plan,~~supplemental bonuses, in order to preserve deductibility to the extent feasible after taking into account all relevant considerations. However, the Committee also believes that ~~SYSCO~~Sysco needs flexibility to meet its incentive and retention objectives, even if ~~SYSCO~~Sysco may not deduct all of the compensation paid to the named executive officers.

Based on ~~its review of~~ the ~~analysis provided by the Committee’s compensation consultant,~~factors discussed under “Annual Compensation — Base Salary,” the Committee ~~granted the CEO an increase of $43,000 in his~~paid Mr. Schnieders a base salary ~~to $1,118,000 effective January 1, 2007~~of in excess of $1 million in order to remain competitive. The Committee determined that the additional base salary iswas appropriate even though the excess over $1 million iswas not deductible. Furthermore, amounts paid under the Supplemental Plan do not qualify as “performance-based compensation” under Section 162(m). In approving the Supplemental Plan, the Committee concluded that the importance of aligning a portion of the executives’ compensation with additional performance goals not taken into account under the MIB, combined with the desirability of preserving a certain level of Committee discretion over the total amount of the executives’ bonus payments, outweighs the potential cost to SYSCO that could result from the non-deductibility of any compensation paid under the plan.

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Section 409A of the Internal Revenue Code

Section 409A of the Internal Revenue Code deals specifically with non-qualified deferred compensation plans. We have made ~~some~~ amendments to Mr. Spitler’s severance agreement, the SERP and the EDCP, and have designed the 2008 CPU Plan, in order to comply with Section 409A and have administered the SERP and EDCP in compliance with it. We intend to make further amendments to the SERP and EDCP to comply with further clarifications in Section 409A of the Code and to amend the severance agreements. As such, the above description of the timing of benefit payments to the executives pursuant to their severance agreements may change in order toensure that they comply with Section 409A.

Stock Ownership Guidelines

See “Stock Ownership — Stock Ownership Guidelines” ~~on page 15~~ for a description of our executive stock ownership ~~guidelines.~~guidelines and stock retention policies.

Total Compensation

~~After~~In September, 2009, after reviewing the ~~information discussed above, as well as tally sheets detailing total compensation~~Mercer reports and ~~an analysis prepared by Mercer regarding compensation among~~survey and the ~~peer group,~~Company’s fiscal 2009 performance, the Committee ~~has~~ determined that each named executive officer’s total fiscal ~~2007~~2009 compensation provided the executive with ~~fair~~adequate and reasonable compensation. The Committee ~~has~~ also determined that each named executive officer’s total fiscal ~~2007~~2009 compensation was appropriate given ~~SYSCO’s improved~~Sysco’s performance in fiscal ~~2007~~2009 and the ~~executives’~~executive’s performance.

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COMPENSATION COMMITTEE REPORT

The Compensation Committee of the Board of Directors of ~~SYSCO~~Sysco Corporation has reviewed and discussed the foregoing Compensation Discussion and Analysis as required by Item 402(b) ofRegulation S-K with management and, based on such review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Annual Report onForm 10-K and this Proxy Statement.

COMPENSATION COMMITTEE

John M. Cassaday, Chairman

~~Richard G. Merrill~~Judith B. Craven*

Manuel A. Fernandez*

Phyllis S. Sewell

Richard G. ~~Tilghman~~Tilghman**

Jackie M. Ward


*		Joined the Committee effective May 15, 2009

**		Served on the Committee during fiscal 2009 through May 15, 2009

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EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth information with respect to each of the named executive officers — ~~the~~our Chief Executive Officer ~~the~~and Chief Financial Officer atas of the end of fiscal 2009, the ~~fiscal year, and the three other~~four most highly compensated of the other executive officers of ~~SYSCO~~Sysco and its subsidiaries employed at the end of fiscal ~~2007.~~2009 and our previous Chief Executive Officer, Mr. Schnieders, who retired as Chief Executive Officer as of March 31, 2009 and as executive Chairman of the Board as of June 27, 2009. In determining the three other most highly compensated executive officers, we excluded the amounts shown under “Change in Pension Value and Nonqualified Deferred Compensation Earnings.” The “Bonus” column was intentionally omitted because no cash bonuses have been paid outside of incentive plans during the fiscal years shown below.

�� Change in

Pension

Value

Non-Equity
and

Incentive
Nonqualified

Plan
Deferred

Stock
Option
Compen-
Compensation
All Other

Fiscal
Salary
Bonus
Awards
Awards
sation
Earnings
Compensation($)

Name And Principal Position
Year ($) ($) ($)(1)(2) ($)(2) ($)(3) ($)(4) (5) Total($)

Richard J. Schnieders 2007 $ 1,096,500 — $ 827,803 $ 1,388,768 $ 6,350,095 $ 4,531,447 $ 156,620 $ 14,351,233
Chairman and Chief
Executive Officer
John K. Stubblefield, Jr. 2007 602,500 — 455,366 1,046,328 2,422,561 2,164,317 174,099 6,865,171
Retired Executive Vice
President, Finance and
Chief Financial Officer(6)
Kenneth F. Spitler 2007 572,500 — 436,855 791,038 2,334,665 2,281,398 89,390 6,505,846
President and Chief
Operating Officer
Larry J. Accardi 2007 567,500 (7) — 429,451 849,039 2,299,506 1,931,406 94,600 6,171,502
Executive Vice
President, Sales
Larry G. Pulliam 2007 530,000 — 399,833 406,599 2,044,028 1,905,992 73,485 5,359,937
Executive Vice President,
Global Sourcing and
Supply Chain


												Change in
												Pension
												Value
										Non-Equity		and
										Incentive		Nonqualified
										Plan		Deferred
					Stock			Option		Compen-		Compensation		All Other
	Fiscal		Salary		Awards			Awards		sation		Earnings		Compensation
Name and Principal Position	Year		($)		($)(1)(2)			($)(2)		($)(3)		($)(4)		($)(5)		Total ($)

William J. DeLaney(6)		2009	$	620,375		—		$	864,632	$	72,188	$	155,784	$	12,004	$	1,724,983
Chief Executive Officer and		2008		560,000		398,334			187,654		2,084,295		1,236,183		210,661		4,677,127
Chief Financial Officer		2007		n/a		n/a			n/a		n/a		n/a		n/a		n/a

Kenneth F. Spitler		2009		702,625		266,303	(7)		1,277,496		160,781		588,905		13,256		3,009,366
Vice Chairman, President and		2008		690,000		492,850			844,373		2,698,836		1,514,552		92,325		6,332,936
Chief Operating Officer		2007		572,500		436,855			791,038		2,334,665		2,281,398		89,390		6,505,846

Larry G. Pulliam		2009		532,000		—			658,908		160,781		400,655		13,108		1,765,452
Executive Vice President,		2008		550,000		378,077			463,434		2,139,874		573,188		69,694		4,174,267
Global Sourcing and Supply Chain		2007		530,000		399,833			406,599		2,044,028		1,905,992		73,485		5,359,937

Stephen W. Smith(8)		2009		494,000		—			655,681		99,531		75,628		19,515		1,344,355
Executive Vice President,		2008		n/a		n/a			n/a		n/a		n/a		n/a		n/a
South and West U.S. Foodservice Operations		2007		n/a		n/a			n/a		n/a		n/a		n/a		n/a

Michael W. Green(8)		2009		494,000		—			298,486		99,531		191,030		15,657		1,098,704
Executive Vice President,		2008		n/a		n/a			n/a		n/a		n/a		n/a		n/a
Northeast and North Central U.S. Foodservice Operations		2007		n/a		n/a			n/a		n/a		n/a		n/a		n/a

Richard J. Schnieders		2009		1,116,250		—			2,153,886		1,715,000		166,618		31,356		5,183,110
Former Chairman and		2008		1,146,500		793,285			1,205,228		7,048,400		1,657,979		141,386		11,992,778
Chief Executive Officer		2007		1,096,500		827,803			1,388,768		6,350,095		4,531,447		156,620		14,351,233


(1)		~~These~~For fiscal 2007 and 2008, these amounts relate to the 28% stock match on the ~~MIB~~MIP bonus earned with respect to each of those years and paid in the first quarter of fiscal ~~2007, which we calculate~~2008 and 2009, respectively. We calculated this stock match without taking into account any increases from the Supplemental Bonus Plan ~~and pay~~or other supplemental bonus arrangements. With respect to fiscal 2008 awards issued in ~~the first quarter of fiscal 2008. We have~~August 2008, we valued the shares at the June ~~29, 2007~~27, 2008 closing stock price of ~~$32.99~~$28.22 per share. ~~The number of shares~~Amounts shown include cash issued ~~in fiscal 2008 for fiscal 2007 were 28,514 to Mr. Schnieders, 15,685 to Mr. Stubblefield, 15,047 to Mr. Spitler, 14,792 to Mr. Accardi and 13,772 to Mr. Pulliam. We issued cash~~ in lieu of any fractional shares. We did not issue any shares in fiscal 2009 pursuant to the MIP.

(2)		The amounts in these columns reflect the dollar amount recognized as compensation expense for financial statement reporting purposes for the fiscal ~~year~~years ended June 30, 2007, June 28, 2008 and June 27, 2009 in accordance with Statement of Financial Accounting Standards No. 123R, “Share-based Payments.” The option awards column includes amounts from awards issued prior to fiscal 2007 as well as those issued during fiscal ~~2007.~~2007, fiscal 2008 and fiscal 2009. See Note 13 of the consolidated financial statements in ~~SYSCO’s~~Sysco’s Annual Report for the year ended June 30, 2007, Note 15 of the consolidated financial statements in Sysco’s Annual Report for the year ended June 28, 2008, and Note 16 of the consolidated financial statements in Sysco’s Annual Report for the year ended June 27, 2009 regarding assumptions underlying valuation of equity awards. Because the shares in the stock awards column for fiscal 2007 and fiscal 2008 are not transferable by the recipient for two years from the date of issuance except in specified circumstances, they are ~~booked~~recorded with a 12% discount from the value described in footnote (1) above.

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(3)		These amounts include the cash portion of the ~~MIB~~MIP bonus paid in August 2007 with respect to fiscal 2007 performance and the cash portion of the MIP bonus paid in August 2008 with respect to fiscal 2008 performance, in each case exclusive of the

39


		28% stock match included in the “Stock Awards” column, and as adjusted by the Supplemental Bonus. We did not pay a MIP bonus for fiscal 2009 because Sysco did not achieve the required performance levels. The amounts shown also include payments made in August 2007 for fiscal 2007, August 2008 for fiscal 2008 and August 2009 for fiscal 2009 with respect to the cash performance unit grants previously made under ~~the company’s Mid-Term Incentive Plan in 2004.~~our 2004 Cash Performance Unit Plan. The following table shows the relative amounts attributable to each of these ~~awards:~~awards for fiscal 2009:


	Cash Portion of MIB				Fiscal 2009
	(as Adjusted by				Cash Portion of MIP		Fiscal 2009
	Supplemental Bonus)		CPU Payouts		Bonus		CPU Payouts

DeLaney						—	$	72,188
Spitler						—		160,781
Pulliam						—		160,781
Smith						—		99,531
Green						—		99,531
Schnieders	$	3,930,720	$	2,419,375		—		1,715,000
Stubblefield		2,162,248		260,313
Spitler		2,074,352		260,313
Accardi		2,039,193		260,313
Pulliam		1,898,559		145,469


		Included in the amounts shown above for the cash portion of the MIB (as adjusted by the supplemental bonus) are amounts deferred by each of the named executive officers under the EDCP as follows: $786,144 was deferred by Mr. Schnieders, $864,899 was deferred by Mr. Stubblefield, $829,741 was deferred by Mr. Spitler, $407,839 was deferred by Mr. Accardi and $379,712 was deferred by Mr. Pulliam.

(4)		The amounts reported in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column reflect above- market interest on amounts in the EDCP, and the actuarial increase in the present value of the named executive officers’ benefits under all pension plans established by ~~SYSCO~~Sysco, determined using interest rate and mortality rate assumptions consistent with those used in ~~SYSCO’s~~Sysco’s financial statements. The pension plan amounts, some of which may not be currently vested, include:


• ~~change~~	increase in pension plan value, and
	• ~~change~~	increase in Supplemental Executive Retirement Plan, or SERP, ~~value, and~~value.


		~~• above-market interest on~~To the ~~EDCP.~~extent that the aggregate change in the actuarial present value of the named executive officer’s accumulated benefit under the pension plan and the SERP was a decrease, this decrease is not included in the amounts shown in the column.

		The following table shows, ~~the amounts attributable to~~for each ~~of these plans:~~

Total Change in

Pension Value and

Change in
Change in
Above-Market
Non-Qualified

Fiscal
Pension
SERP
Interest on
Compensation

Name
Year Plan Value Value* EDCP Earnings

Schnieders 2007 $ 59,427 $ 4,395,257 $ 76,763 $ 4,531,447
Stubblefield 2007 57,724 2,031,982 74,611 2,164,317
Spitler 2007 52,925 2,178,822 49,651 2,281,398
Accardi 2007 59,834 1,832,394 39,178 1,931,406
Pulliam 2007 34,185 1,849,169 22,638 1,905,992


*		~~Note that the change in SERP value is affected by a number of items, particularly~~named executive officer, the change in the ~~discount rate. In~~actuarial present value for each of the pension plan and the SERP and the above-market interest on amounts in the EDCP for fiscal ~~2006, the change in SERP value was negative, leading to a larger than normal increase in fiscal 2007.~~2009:


	Change in						Above-Market
	Pension			Change in			Interest on
Name	Plan Value			SERP Value			EDCP

DeLaney	$	(9,135	)	$	147,981		$	16,938
Spitler		3,062			463,383			122,460
Pulliam		(10,937	)		356,035			55,557
Smith		(2,058	)		(238,720	)		75,628
Green		(12,309	)		202,764			575
Schnieders		5,775			(625,923	)		166,618


(5)		~~The table below shows~~Fiscal 2009 amounts include the ~~components of the “All Other Compensation” column, which include:~~following perquisites and personal benefits:


	a.	the amount paid for accidental death and dismemberment insurance coverage,
	b.	the amount paid for long-term care insurance,
	c.	the amount reimbursed to the individual for an annual medical exam,

		• a SYSCO match equal to 15% of the first 20% of the annual incentive bonus which each individual elected to defer under the Executive Deferred Compensation Plan. The terms of this plan are described in more detail under “Non-Qualified Deferred Compensation” on page 49);
	d.	~~• the full amount paid for term life insurance coverage for each individual (the excess amount for such coverage over~~ the amounts paid for ~~other employees is not determinable since~~long-term disability coverage under the ~~deductibles and coverages may be different);~~company’s disability income plan,

		•
	e.	the amount paid for ~~401(k) Plan matching contributions during~~spousal travel in connection with business events, which amounts reflect only commercial travel; no incremental costs were incurred in connection with travel of spouses on the ~~fiscal year;~~
		~~• for Mr. Stubblefield, the incremental amount of SERP benefit accrued~~company plane with executive officers to him above that included in the Change in Pension Value column as a result of the additional 1.5 years of MIB service credit under the SERP that the Committee awarded Mr. Stubblefield upon his retirement; and
		~~• perquisites, including:~~ from business events,

~~a. the amount paid for accidental death and dismemberment insurance coverage for each individual,~~

~~b. the amount paid for long-term care insurance,~~

~~c. the amount reimbursed to the individual for an annual medical exam,~~

~~d. the amounts paid for long-term disability coverage under the company’s disability income plan,~~

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e. the amount paid for spousal travel in connection with business events (which amounts reflect only commercial travel; no incremental costs were incurred in connection with travel of spouses on the company plane with executive officers to and from business events),

f. the estimated amount paid for spousal meals in connection with business events, ~~and~~

~~g. with respect to Mr. Accardi, $12,000 for reimbursement of legal counseling related to his Retirement and Separation Agreement.~~


	g.	with respect to Mr. Smith, his proportionate interest in payments from a Sysco subsidiary for use of a hunting lodge in with he owns an ownership interest for customer or supplier hunting trips; and
	h.	with respect to Mr. Schnieders, the incremental cost to Sysco of his use, during the period January 19, 2009 through June 27, 2009, of the company airplane for travel between his residence in Santa Fe, New Mexico and Sysco’s corporate headquarters.


		No named executive officer received any single perquisite or personal benefit in fiscal 2009 with a value greater than $25,000. With the exception of Messrs. Smith, Green and Schnieders, the aggregate value of all perquisites and personal benefits received by each named executive officer in fiscal 2009 was less than $10,000. No named executive officer received any other item of compensation in fiscal 2009 required to be disclosed in this column with a value of $10,000 or more.

40

~~No executive received any single perquisite or benefit with a value greater than $25,000.~~

Additional

Term
401(k)
Pension

Fiscal
Deferred
Life
Matching
Accruals Due to

Name
Year Match Insurance Contributions Retirement Perquisites Total

Schnieders 2007 $ 117,922 $ 907 $ 6,600 — $ 31,191 $ 156,620
Stubblefield 2007 64,867 907 6,600 $ 92,778 8,947 174,099
Spitler 2007 62,231 907 6,600 — 19,652 89,390
Accardi 2007 61,176 907 — — 32,517 94,600
Pulliam 2007 56,957 903 6,600 — 9,025 73,485


(6)		Compensation for Mr. ~~Stubblefield retired at the end of~~DeLaney is provided only for fiscal 2008 and fiscal 2009 because he was not a named executive officer in fiscal 2007.

(7)		~~Includes $113,500 deferred by~~The amount shown represents the dollar amount recognized as compensation expense for financial statement reporting purposes in fiscal 2009 in accordance with Statement of Financial Accounting Standards No. 123R, “Share-based Payments,” in connection with the January 2009 restricted stock grant of 75,822 shares we made to Mr. ~~Accardi pursuant~~Spitler. See Note 16 of the consolidated financial statements in Sysco’s Annual Report for the year ended June 27, 2009 regarding assumptions underlying valuation of equity awards. We granted these shares of restricted stock, which vest in equal portions on January 17 of 2010, 2011 and 2012, under our 2007 Stock Incentive Plan. If Mr. Spitler’s employment terminates for any reason prior to January 17, 2012, he will forfeit the unvested shares. Prior to vesting, Mr. Spitler is entitled to all other rights as a shareholder with respect to the ~~EDCP.~~shares underlying the restricted stock award, including the right to vote the shares and to receive dividends and other distributions, if any, payable with respect to the shares.

(8)		Compensation for Messrs. Smith and Green is provided only for fiscal 2009 because neither was a named executive officer in fiscal 2007 or fiscal 2008.

Grants of Plan-Based Awards

The following table provides information on CPU grants, stock options, restricted stock and ~~MIB and Supplemental Plan~~MIP awards we granted induring fiscal ~~2007~~2009 to each of the named executive officers.


																			All																					All
																			Other						Grant													All		Other						Grant
																			Option						Date													Other		Option						Date
																			Awards:						Fair													Stock		Awards:				Closing		Fair
				Number															Number		Exercise		Closing		Value					Number								Awards:		Number		Exercise		Market		Value
				of															of		or Base		Market		of					of								Number		of		or Base		Price		of
				Shares,															Securities		Price		Price		Stock					Shares,								of		Securities		Price		on the		Stock
				Units									Estimated Future Payouts Under						Under-		of		on the		and					Units		Estimated Future Payouts Under						Shares of		Under-		of		Date		and
				or		Estimated Future Payouts Under Non-Equity Incentive Plan Awards							Equity Incentive Plan Awards						lying		Option		Date		Option					or		Non-Equity Incentive Plan Awards						Stock or		lying		Option		of		Option
	Grant			Other		Threshold			Target		Maximum		Threshold		Target		Maximum		Options		Awards		of		Awards		Grant			Other		Threshold		Target		Maximum		Units		Options		Awards		Grant		Awards
Name	Date			Rights		($)			($)		($)		($)		($)		($)		(#)(1)		($/Sh)(2)		Grant($)		($)(3)		Date			Rights		($)		($)		($)		(#)		(#)(1)		($/Sh)(2)		($)		($)(3)

Schnieders		9/7/06	(4)		112,000	$	980,000		$	3,920,000	$	5,880,000
DeLaney																												9/11/08	(4)		18,000	$	157,500	$	630,000		945,000
		9/7/06			140,000															140,000	$	31.70	$	31.73	$	982,800		11/11/08													125,000	$	24.99	$	24.05	$	752,500
		6/30/07	(5)		n/a		156,520			2,236,000		7,812,500																2/11/09													322,000		23.36		23.52		1,738,800
		6/30/07	(6)		n/a		(7	)		—		1,953,125
		6/30/07	(8)		n/a								$	43,826	$	626,000	$	2,187,500
Stubblefield		9/7/06	(4)		10,500		91,875			367,500		551,250
		9/7/06			73,000															73,000		31.70		31.73		512,460		5/14/09	(5)				160,000		1,600,000		2,640,000
Spitler		9/7/06	(4)		10,500		91,875			367,500		551,250																9/11/08	(4)		40,000		350,000		1,400,000		2,100,000
		9/7/06			73,000															73,000		31.70		31.73		512,460		11/11/08													200,000		24.99		24.05		1,204,000
		6/30/07	(5)		n/a		91,000			1,300,000		7,812,500																1/17/09	(6)										75,822						23.74		1,800,014
		6/30/07	(6)		n/a		(7	)		—		1,953,125																5/14/09	(5)				146,000		1,460,000		2,409,000
		6/30/07	(8)		n/a									25,488		364,000		2,187,500
Accardi		9/7/06	(4)		10,500		91,875			367,500		551,250
		9/7/06			73,000															73,000		31.70		31.73		512,460
Pulliam		9/7/06	(4)		10,500		91,875			367,500		1,953,125																9/11/08	(4)		15,000		131,250		525,000		787,500
		9/7/06			73,000															73,000		31.70		31.73		512,460		11/11/08													100,000		24.99		24.05		602,000
		6/30/07	(5)		n/a		75,600			1,080,000		7,812,500																5/14/09	(5)				106,400		1,064,000		1,755,600
Smith																												9/11/08	(4)		15,000		131,250		525,000		787,500
		6/30/07	(6)		n/a		(7	)		—		1,953,125																11/11/08													100,000		24.99		24.05		602,000
		6/30/07	(8)		n/a									21,168		302,400		2,187,500										5/14/09	(5)				98,800		988,000		1,630,200
Green																												9/11/08	(4)		15,000		131,250		525,000		787,500
																												11/11/08													100,000		24.99		24.05		602,000
																												5/14/09	(5)				98,800		988,000		1,630,200
Schnieders																												9/11/08	(4)		90,000		787,500		3,150,000		4,725,000
																												11/11/08													335,000		24.99		24.05		2,016,700


(1)		The options granted to the named executive officers under the ~~2004~~2007 Stock ~~Option~~Incentive Plan during fiscal ~~2007~~2009 vest 20% per year for five years beginning on the first anniversary ~~date~~ of the ~~grant.~~grant date. If an executive retires in good standing or leaves our employment because of disability, his options will remain in effect, vest and be exercisable in accordance with their terms as if he had remained employed. If an executive dies during the term of his option, all unvested options will vest immediately and may be exercised by his estate at any time until the earlier to occur of three years after his death, or the option’s termination date. In

38


	•	participated, engaged or had a financial or other interest in any commercial venture in the United States competitive with our business in violation of our Code of Conduct or that would have violated our Code of Conduct had he been an employee when he engaged in the prohibited activity.


(2)		We granted all of these options under our ~~2004~~2007 Stock ~~Option~~Incentive Plan, which directs that the exercise price of all options is the closing price of our stock on the New York Stock Exchange on the first business day prior to the grant date.

(3)		We determined the ~~hypothetical~~estimated grant date present value for the options of ~~$7.02~~$6.02 per share using a modified Black-Scholes pricing model. In applying the model, we assumed a volatility of ~~21%~~34.49%, a ~~4.7%~~2.45% risk-free rate of return, a dividend yield at the date of grant of ~~2.2%~~3.23% and a~~5-year~~ 4.8-year expected option life. We did not assume any option exercises or risk of forfeiture during the~~5-year~~ 4.8-year expected option life. Had we done so, such assumptions could have reduced the reported grant date value. The actual value, if any, an executive may realize upon exercise of options will depend on the excess of the stock price over the exercise price on the date the option is exercised. Consequently, there is no assurance that the value realized, if any, will be at or near the value estimated by the modified Black-Scholes model. We valued the restricted stock at the closing price of our common stock on January 16, 2009, the first business day prior to the grant date.

(4)		These amounts relate to cash performance units with a three-year performance ~~period. See “2004 Mid-Term Incentive Plan” below.~~period that we granted under our 2004 Cash Performance Unit Plan.

(5)		These amounts relate to ~~MIB~~MIP awards made during fiscal 2009 with respect to fiscal ~~2008.~~2010. The minimum bonus amount if the threshold criteria are satisfied is ~~14%~~20% of the named executive officer’s annual salary as of the end of the fiscal year. The target bonus is approximately 200% of the named executive officer’s annual salary as of the end of the fiscal ~~year. We have based all amounts shown on~~year and the ~~executives’ base salaries~~maximum bonus is 330% of the named executive officer’s annual salary as of ~~September 11, 2007. The maximum MIB we may pay to any participant in a single year is $10,000,000, including~~ the ~~stock match. Neither Mr. Stubblefield nor Mr. Accardi received a Bonus Grant with respect to~~end of the fiscal ~~2008.~~year.

(6)		~~These grants relate~~We granted these shares of restricted stock, which vest in equal portions on January 17 of 2010, 2011 and 2012, under our 2007 Stock Incentive Plan. If Mr. Spitler’s employment terminates for any reason prior to ~~agreements under~~January 17, 2012, he will forfeit the ~~Supplemental Plan, which can cause the MIB~~unvested shares. Prior to ~~be increased or decreased by up~~vesting, Mr. Spitler is entitled to ~~25%. See “2006 Supplemental Performance Based Bonus Plan” on page 42. Neither Mr. Stubblefield nor Mr. Accardi received~~all other rights as a ~~Supplemental Plan Grant~~shareholder with respect to ~~fiscal 2008.~~

~~(7)~~		~~The maximum possible deduction in~~ the ~~MIB payments for fiscal 2008 under~~shares underlying the ~~Supplemental Plan is 25% of~~restricted stock award, including the ~~cash MIB award.~~

~~(8)~~		~~The MIB provides for~~right to vote the ~~automatic issuance~~shares and to receive dividends and other distributions, if any, payable with respect to the participant of shares of our common stock, subject to two-year transfer restrictions, with a market value equal to 28% of the MIB cash bonus, without taking into account any adjustment from the Supplemental Bonus Plan.shares.

~~2004 Mid-Term Incentive Plan~~Cash Performance Unit Plans

The ~~SYSCO~~Sysco Corporation 2004 ~~Mid-Term Incentive~~Cash Performance Unit Plan was formerly known as the ~~SYSCO~~Sysco Corporation 2004 Mid-Term Incentive Plan and the Sysco Corporation 2004 Long-Term Incentive Cash Plan, and is referred to herein as the ~~“Mid-Term~~“2004 Cash Performance Unit Plan.” The ~~Mid-Term~~2004 Cash Performance Unit Plan provides ~~for~~ certain key employees, including the named executive officers, the opportunity to earn cash incentive payments based on pre-established performance criteria over performance periods of at least three years. We refer to these units as ~~“CPUs”.~~“CPUs.” The Committee currently makes grants annually for performance periods ending at the end of the third fiscal year, including the year of grant. ~~The Committee may make~~We made the last grants under the ~~Mid-Term~~2004 plan on September 11, 2008, and the plan was replaced with the 2008 Cash Performance Unit Plan ~~until September 4, 2009~~in November 2008. With respect to the compensation of the named executive officers, the 2008 plan is identical in all material respects to the 2004 plan. All future CPU grants to the named executive officers will be made pursuant to the 2008 Plan. Beginning with the grants to be made in fiscal 2010, the Committee intends to set the performance goals for the awards during the first ninety days of the fiscal year and grant individual awards at its meeting the following November. The 2008 Plan will expire on November 30, 2014, unless sooner terminated by the ~~Board terminates it earlier.~~Board.

42


	Part 1 — Growth in Earnings Per Share
Fiscal Years	Minimum					Target					Maximum

2009-2011		8	%	10	%		12	%	14	%	16% and up
2008-2010		6	%	8	%		10	%	12	%	14% and up
2007-2009 (paid August 2009)		6	%	8	%		10	%	12	%	14% and up
Applicable Payout		25	%	37.5	%		50	%	62.5	%	75%

PLUS


	Part 2 — Growth in Sales
Fiscal Years	Minimum					Target					Maximum

2009-2011		6	%	7	%		8	%	9	%	10% and up
2008-2010		6	%	7	%		8	%	9	%	10% and up
2007-2009 (paid August 2009)		4	%	5	%		6	%	7	%	8% and up
Applicable Payout		25	%	37.5	%		50	%	62.5	%	75%

The CPUs granted to Mr. DeLaney for the Charlotte subsidiary’s performance for fiscal year 2007 through fiscal year 2009 utilized a similar scale to the corporate scale for fiscal years 2007 through 2009 shown above, except that Part 1 is measured by reference to our Charlotte subsidiary’s increase in operating pre-tax earnings rather than earnings per share.

We will make all payments due with respect to the cash performance units in cash. No payments made under the ~~Mid-Term Plan~~Cash Performance Unit Plans to any named executive in any fiscal year may be higher than 1% of ~~SYSCO’s~~Sysco’s earnings before income taxes, as publicly disclosed in the “Consolidated Results of Operations” section of ~~SYSCO’s~~Sysco’s10-K for the fiscal year ended immediately before the applicable payment date.

If the executive’s employment terminates during a performance period because the executive retires in good standing or ~~becomes disabled,~~leaves our employment due to disability, the executive will nonetheless receive the specified payment on the applicable payment date, as if he remained employed on that date. If the executive dies during the performance period, we will reduce the number of performance units that we awarded to the executive by multiplying the number of performance units we initially awarded to the executive by a fraction, the numerator being the number of months in the performance period during which the executive was an active employee of ~~SYSCO~~Sysco for at least 15 days of the month and the denominator being the number of months in the performance period. If the executive’s employment terminates before the end of the performance period for any reason other than retirement in good standing, death or disability, we will cancel the executive’s performance units, and the executive will not receive any payments under the plan with respect to the cancelled performance units.

The plan provides that if a change ofin control occurs during a performance period ~~the executive’s performance units with respect to that performance period will be automatically vested, and~~ we will pay the executive the maximum amount payable under the plan for the executive’s performance units for that performance period, as if the highest performance levels had been achieved.

2005 Management Incentive Plan

Our 2005 Management Incentive Plan provides key executives, including the named executive officers, with the opportunity to earn bonuses through the grant of annual performance-based bonus awards, payable in ~~cash and shares of common stock.~~cash. The Committee generally makes bonus awards under the plan in May or June prior to the beginning of the fiscal

40

~~addition, for Mr. Schnieders the goal under the supplemental agreement regarding increasing local contract sales was replaced by a goal for return on assets.~~

Outstanding Equity Awards at Fiscal Year-End

While the 2007 Stock Incentive Plan, and its predecessor, the 2004 Stock Option Plan, ~~under which stock options are currently granted, allows~~allow for options to vest and become exercisable in no more than one-third increments each year, grants under the ~~plan~~plans have generally vested and become exercisable in five equal annual installments beginning one year after the grant date to create a longer-term incentive for the executives. ~~If approved by stockholders at the Annual Meeting, the~~The 2007 Stock Incentive Plan ~~will allow~~allows the Committee the discretion to grant ~~both~~ stock options and restricted stock, as well as other stock-based ~~awards. We believe that~~awards, and the Committee currently intends to begin making annual grants of restricted stock or restricted stock units in November 2009. The Committee currently expects such annual grants ~~are common among our peer group and will allow us~~ to ~~grant more competitive compensation that also more closely ties the interests of the executives to those of the stockholders.~~vest 1/3 per year over three years.

According to the terms of the 2004 ~~Plan,~~and 2007 Plans, the exercise price of options may not be less than the fair market value on the date of the grant, which is defined in our plans as the closing price of our common stock on the New York Stock Exchange on the business day preceding the grant date. Our stock ~~option~~ plans specifically prohibit repricing of outstanding ~~grants.~~grants without stockholder approval. Historically, subject to certain minor exceptions, the Committee granted options at its regularly scheduled September meeting, which we schedule at least one year in advance. However, in February 2007, the Committee adopted stock option grant administrative guidelines ~~which~~that set the second Tuesday in November as the annual grant date. This is a date when we are typically in a trading “window” under our Policy on Trading in Company Securities. The guidelines also establish timelines for granting stock options related to acquisitions or newly-hired key employees, which require that the Committee generally make the grants within 90 days of the event. The guidelines also establish procedures for the Committee’s action in the event that any of these pre-established dates/time periods conflict with an unanticipated trading blackout period related to material non-public information. The guidelines provide that the Committee should generally make option grants at a point in time when we have publicly disseminated all material information likely to affect the trading price of ~~SYSCO’s~~Sysco’s common stock. See ~~the last paragraph of~~ “Compensation ~~Disclosure~~Discussion and Analysis — Longer Term Incentives — Stock Options” ~~on page 31.~~. The Committee anticipates that the guidelines will be revised so that they apply to grants of restricted stock and restricted stock units. The Committee currently anticipates that annual grants of restricted stock and/or restricted stock units will begin in November 2009.

The following table provides information on each named executive officer’s stock option and restricted stock grants outstanding as of June 30, 2007. None of the named executive officers holds any unvested stock awards, although certain shares granted in connection with the MIB are subject to repurchase or forfeiture, as noted in footnote (1) below.27, 2009.

Outstanding Equity Awards at Fiscal Year-End


													Option Awards											Stock Awards(1)
	Option Awards																										Market
			Number of		Number of										Number of		Number of							Number of			Value of
			Securities		Securities										Securities		Securities							Shares or			Shares or
			Underlying		Underlying										Underlying		Underlying							Units of			Units of
			Unexercised		Unexercised			Option		Option					Unexercised		Unexercised			Option		Option		Stock That			Stock That
			Options		Options			Exercise		Expiration		Stock			Options		Options			Exercise		Expiration		Have Not			Have Not
Name	Date Granted		(#) Exercisable		(#) Unexercisable			Price($)		Date		Awards(1)	Date Granted		(#) Exercisable		(#) Unexercisable			Price($)		Date		Vested (#)			Vested ($)

Schnieders		September 2001		109,000		6,000	(2)	$	27.7900		9/10/2011
DeLaney														February 2009		—		322,000	(2)	$	23.3600		2/10/2016
		September 2002		100,000		—			30.5700		9/11/2012			November 2008		—		125,000	(3)		24.9900		11/10/2015
		September 2003		72,000		18,000	(3)		31.7500		9/10/2013			November 2007		14,600		58,400	(4)		33.3900		11/12/2014
		September 2004		34,000		51,000	(4)		32.1900		9/1/2011			September 2006		5,800		8,700	(5)		31.7000		9/6/2013
		September 2005		28,000		112,000	(5)		33.0100		9/7/2012
		September 2006		—		140,000	(6)		31.7000		9/6/2013
Stubblefield		September 2001		90,000		—			27.7900		9/10/2011
		September 2002		75,000		—			30.5700		9/11/2012			September 2005		7,560		5,040	(6)		33.0100		9/7/2012
		September 2003		56,000		14,000	(3)		31.7500		9/10/2013			September 2004		4,000		1,000	(7)		32.1900		9/1/2011
		September 2004		16,000		24,000	(4)		32.1900		9/1/2011			September 2003		12,500		—			31.7500		9/10/2013
		September 2005		14,600		58,400	(5)		33.0100		9/7/2012			September 2002		27,000		3,000	(8)		30.5700		9/11/2012
		September 2006		—		73,000	(6)		31.7000		9/6/2013			September 2001		11,000		—			27.7900		9/10/2011
Spitler		September 1997		22,000		—			8.7500		9/3/2007			January 2009											75,822	(9)	$	1,742,390
		September 1998		13,000		—			10.9375		9/2/2008			November 2008		—		200,000	(3)		24.9900		11/10/2015
		September 1999		18,000		—			16.2813		9/1/2009			November 2007		20,000		80,000	(4)		33.3900		11/12/2014
		September 2000		24,000		—			20.9688		9/6/2010			September 2006		29,200		43,800	(5)		31.7000		9/6/2013
		September 2001		59,000		6,000	(2)		27.7900		9/10/2011			September 2005		43,800		29,200	(6)		33.0100		9/7/2012
		September 2002		75,000		—			30.5700		9/11/2012			September 2004		32,000		8,000	(7)		32.1900		9/1/2011
		September 2003		56,000		14,000	(3)		31.7500		9/10/2013			September 2003		70,000		—			31.7500		9/10/2013
		September 2004		16,000		24,000	(4)		32.1900		9/1/2011			September 2002		75,000		—			30.5700		9/11/2012
		September 2005		14,600		58,400	(5)		33.0100		9/7/2012			September 2001		65,000		—			27.7900		9/10/2011
		September 2006		—		73,000	(6)		31.7000		9/6/2013			September 2000		24,000		—			20.9688		9/6/2010
														September 1999		18,000		—			16.2813		9/1/2009

4446

~~These amounts exclude the shares issued in August 2007 that are discussed under “Option Exercises and Stock Vested” below.~~

Pension Benefits

~~SYSCO~~Sysco maintains two defined benefit plans. One is the ~~SYSCO~~Sysco Corporation Retirement Plan, ~~which we refer to as the~~or pension plan, which ~~provides funded,~~is intended to be a tax-qualified ~~benefits up to the limits on compensation and benefits~~plan under the Internal Revenue Code. The second is the ~~SYSCO~~Sysco Corporation Supplemental Executive Retirement Plan, or SERP, which ~~provides unfunded, non-qualified benefits that are offset by benefits under the pension plan, the SYSCO match under the 401(k) Plan and Social Security benefits.~~is not a tax-qualified plan. The following table shows the years of credited service for benefit accumulation purposes and present value of the accumulated ~~benefit~~benefits for each of the named executive officers under each of the pension plan and ~~SERP.The present value~~SERP as of ~~the pension benefits is based, in part, on each of our named executive officers having more than 20 years of credited service with SYSCO, which we~~

46

Following are the ~~foregoing, we have calculated~~estimated accrued benefits earned through the ~~present values in~~fiscal year ending 2009 for the ~~table using the following expected payments commencing~~pension plan or SERP, as noted. These annual amounts would be payable at the earliest unreduced retirement ~~age:~~age, as described above, if the named executive officer remains in the service of Sysco until such age. Projected benefits that may be earned due to pay and service after the fiscal year ended June 27, 2009 are not included in these estimates.


		Earliest		Expected		Estimated			Earliest		Expected		Estimated
		Unreduced		Years of		Annual			Unreduced		Years of		Annual
Name	Plan Name	Retirement Age		Payments		Benefit		Plan Name	Retirement Age		Payments		Benefit

Schnieders	Pension Plan		65		18.3	$	60,601
	SERP		60		25.7		1,828,572
Stubblefield	Pension Plan		65		18.3		48,847
DeLaney								Pension Plan		65		18.5	$	50,938
	SERP		63.5		22.8		1,020,034	SERP		60.417		25.4		382,287
Spitler	Pension Plan		65		18.3		54,757	Pension Plan		65		18.5		61,882
	SERP		60		25.7		954,016	SERP		60.250		25.6		1,072,419
Accardi	Pension Plan		65		18.3		64,238
	SERP		60.7		25.1		986,138
Pulliam	Pension Plan		65		18.3		47,710	Pension Plan		65		18.5		54,835
	SERP		60		25.7		802,778	SERP		60		25.8		902,602
Smith								Pension Plan		65		18.5		62,659
								SERP		59		26.7		764,583
Green								Pension Plan		65		18.5		50,185
								SERP		57		28.4		539,237

~~Payments~~In addition to ~~Messrs. Schnieders, Spitler, Accardi and Pulliam also include~~the above, the named executive officers are entitled to a ~~monthly~~temporary social security bridge benefit ~~of $1,610, $1,610, $1,610 and $1,530, respectively, that we will pay~~ commencing at ~~the~~their earliest unreduced retirement age until the earlier of death or age ~~62 or death. As discussed under “Executive Severance Agreements”~~62. The amount of this monthly benefit for each named executive officer, other than Mr. Schnieders, based on ~~page 51,~~the SERP early retirement assumptions above, is $1,625 for Mr. ~~Stubblefield retired on June 30, 2007 at age 61. The Committee provided him with an additional 1~~1/2 ~~years of SERP credit,~~DeLaney, $1,694 for Mr. Spitler, $1,625 for Mr. Pulliam, $1,694 for Mr. Smith and he$1,479 for Mr. Green. Mr. Schnieders’ actual temporary social security bridge monthly benefit upon retirement is ~~85% percent vested in his SERP benefits. As a result, he will receive annual payments equal to $871,454 under the SERP.~~$1,694.

Pension Plan

The pension plan, which is ~~designed~~intended to ~~provide~~be tax-qualified, ~~pension benefits for most SYSCO employees. We fund our pension plan~~is funded through an irrevocable tax-exempt ~~trust. The pension plan~~trust and covered approximately ~~30,000~~29,000 eligible employees as of the end

47

Amended and Restated Sysco Corporation Supplemental Executive Retirement Plan. The Eighth Amended and Restated SERP, isor revised SERP, was effective June 28, 2008 and replaced the Seventh Amended and Restated Sysco Corporation Supplemental Executive Retirement Plan. The revised SERP limits the class of employees who will be eligible to participate in the SERP on or after June 28, 2008 and adds an alternative MIP Retirement Program, which generally provides for lesser benefits than the SERP, for certain employees who otherwise would have participated in the SERP. None of the named executive officers participates in this alternative program.

As of the end of fiscal 2008, the SERP was designed to provide,in combination with other retirement benefits,, 50% of final average ~~pay,~~compensation, as defined in the SERP, for the highest five of the last 10 fiscal years prior to retirement, or the date the executive ceased to be covered by the SERP, if earlier, provided an executive ~~has~~had at least 20 years of ~~SYSCO~~Sysco service, including service with an acquired company, and iswas 100% vested. “Other retirement benefits” include Social Security, benefits from the pension plan, and employer-provided benefits from ~~SYSCO’s~~Sysco’s 401(k) plan and similar qualified plans of acquired companies. We reduce the gross accrued benefit of 50% of final average compensation by 5% per year for each year of Sysco service less than 20 years. Employees are generally not eligible for benefits if they leave the company prior to age 55. With respect to the revised SERP, while the targeted monthly benefit approximately equal to 50% of the participant’s final average compensation remains unchanged, the definition of final average compensation has changed. Under the revised SERP, average pay for years beginning with fiscal 2009 equals the monthly average of a participant’s eligible earnings for the last ten fiscal years prior to retirement, or the date he ceases to be covered under the SERP, if earlier. With respect to the determination of a participant’s accrued benefit as of June 28, 2008, as discussed below, however, final average compensation continues to be defined in the revised SERP as it was under the SERP prior to fiscal 2009.

Eligible earnings refers to compensation taken into account for SERP purposes. As discussed below, beginning with fiscal 2009, the portion of a participant’s MIP bonus counted as eligible earnings is capped at 150% of the participant’s rate of base salary as of the last day of the applicable fiscal year. Eligible earnings for fiscal years prior to fiscal 2009 are not affected by this plan change. The definition of eligible earnings that places a cap on the MIP bonus for fiscal years after fiscal 2008 will be used in all benefit calculations, including protected benefits of a protected participant, as discussed below.

Based on these changes, a Sysco corporate officer who is not a protected participant when his service with Sysco ends will receive a revised SERP benefit based on the greater of:


	•	The accrued benefit determined as of the date service with Sysco ends and calculated under the provisions of the revised SERP, or
	•	The accrued benefit determined under the provisions of the SERP in effect at June 28, 2008, but with vesting and eligibility for immediate benefit payments determined as of that future date, using the following components:


	◦	average pay, based on the highest five fiscal years, which need not be successive, of eligible earnings in the ten fiscal year period ending June 28, 2008;

◦ full years of service with Sysco, including pre-acquisition service, as of June 28, 2008;


	◦	offsets as of June 28, 2008, with the standard adjustment to reflect the form and timing of the SERP benefit payments as of the date service with Sysco ends; and
	◦	vesting, the monthly benefit limit and eligibility for immediate benefit payments determined as of the date service with Sysco ends.

For a protected participant, his future benefit will be the greatest of the accrued benefits determined under four calculations using each of the regular and protected participant benefit formulas under both the revised SERP and the June 28, 2008 accrued benefit calculation set forth above.

Under the revised SERP, Sysco has the ability to cause the forfeiture of any remaining SERP payments to a participant who was not discharged for “cause,” but who after his termination was determined by the Compensation Committee to have engaged in behavior while employed that would have constituted grounds for a discharge for “cause.” For this purpose, termination for “cause” includes termination for fraud or embezzlement. Sysco also has the ability to cause a forfeiture of any remaining SERP payments to a participant if the participant violates certain non-competition covenants. These non-competition covenants are applicable to the entire period over which any SERP benefits are to be paid.

Vesting in the SERP is based upon age, ~~MIB Plan~~MIP participation service and ~~SYSCO~~Sysco service. Executives are 50% vested when they reach the earlier of age 60 with 10 years of ~~SYSCO~~Sysco service or age 55 with 15 years of ~~MIB Plan~~MIP participation service. The vesting percentage increases with additional years of ageand/or participation service. An executive with at least 20 years of Sysco service can retire with unreduced benefits when 100% vested. The executive generally becomes 100% vested ~~which occurs at~~on the earliest of:


	•	age 65 ~~with~~if he has at least 10 years of ~~SYSCO~~Sysco service;
	•	age 55 with at least 15 years of MIP service, but only if the sum of his age and MIP service is equal to or exceeds 80; and
	•	age 62 with at least 25 years of ~~SYSCO~~Sysco service and at least 15 years of ~~MIB Plan participation service, or~~
	•	~~age plus MIB Plan participation service equal to 80.~~MIP service.

51

Upon the occurrence of a change ofin control, ~~the~~each named executive officer will become 100% vested in his SERP benefit accrued ~~benefit under~~prior to the ~~SERP.~~change in control. The executive will also be 100% vested in any SERP benefit that accrues after the date of the change in control. Notwithstanding this, the SERP contains cutback provisions that will reduce amounts payable to each named executive except Mr. Spitler by the amount of ~~control.~~any payments that cannot be deducted by Sysco for income tax purposes. See “— Severance Arrangements” for a discussion of the provisions of Mr. Spitler’s severance agreement that waive this cutback.

At the end of fiscal ~~year end 2007, none of the named executives~~2009, Messrs. Spitler, Smith and Schnieders had attained eligibility for unreduced early retirement, or were 100% vested. ~~The Executive Severance Agreements require forfeiture~~Each of ~~SERP benefits for Messrs. Schnieders and Spitler upon their voluntary resignation or retirement prior~~these individuals was entitled to ~~age 60. However, Mr. Stubblefield had attained eligibility for reduced~~an unreduced early retirement ~~being less than 100% vested. Mr. Accardi’s Transition~~benefit because at the time of his retirement he was at least age 55 and ~~Early Retirement Agreement provides that~~had at least 15 years of MIP participation, the sum of his age and MIP service exceeded 80, and he ~~may retire with reduced early retirement on December 31, 2007. Mr.~~had at least 20 years of service to Sysco. Messrs. DeLaney, Pulliam isand Green are not currently eligible for early retirement.

We pay the SERP benefit as a monthly life annuity with a guaranteed minimum period of 10 years if the participant is not married at the time payments commence. If the participant is married at the time payments commence, the participant and spouse are entitled to a monthly annuity for life with a guaranteed minimum period of 10 years, and generally, on the participant’s or spouse’s death, the survivor is entitled to receive a monthly annuity for life with each payment equal to two-thirds of each payment made to the couple.

48

We provide a temporary Social Security bridge benefit to an executive commencing SERP benefits before age 62, payable until the earlier of age 62 or death.

Elements of Compensation included in Benefit Formula —Compensation generally includes base pay, the cash portion of the Management Incentive Plan bonus ~~and,~~(although this is limited to 150% of the annual rate of base salary for fiscal 2009 and later years), the fiscal 2007 ~~the~~ supplemental performance ~~bonus.~~bonus, and stock matches under the 2005 Management Incentive Plan and predecessor plans with respect to fiscal years prior to 2005. See also “— Minimum Benefits” below.

Minimum Benefits —Due to changes in the SERP adopted in March 2006, certain executives have protected minimum benefits based on prior plan provisions. The protected benefit includes vesting provisions that are generally less generous, and a compensation definition that includes as an additional ~~component~~components, for years prior to fiscal 2009, stock matches under the 2005 Management Incentive Plan and predecessor plans, but excludes the ~~Supplemental Performance bonus.~~supplemental performance bonus for fiscal 2007 only. Messrs. Schnieders, ~~Stubblefield,~~ Spitler and ~~Accardi~~Smith are protected participants, although for the ~~2007~~2009 fiscal year the protected benefit was lower than the ~~normal~~non-protected benefit, and Mr. Schnieders’ actual benefit is based on the June 28, 2008 non-protected benefit calculation.

~~Unfunded~~Funding Status —~~The~~Sysco’s obligations under the SERP isare partially funded by a rabbi trust holding life insurance and isare maintained as a book reserve account. ~~The~~In the event of Sysco’s bankruptcy or insolvency, however, the life insurance and any other assets held by the rabbi trust ~~remain~~become subject to the claims of ~~SYSCO’s~~Sysco’s general ~~creditors, so participants in the SERP are general creditors of SYSCO with respect to the payment of their SERP benefits.~~creditors.

Policy with Regard to Extra Years of Credited Service —Generally, ~~SYSCO~~Sysco does not award extra years of credited service under the SERP. However, in certain cases, the company may accelerate vesting of a participant’s accrued benefit, or award ~~extra~~additional Sysco service~~and/or~~ ~~age~~ for purposes of determining the reduction applicable to ~~accelerate vesting. Messrs. Schnieders, Spitler and Pulliam~~the participant’s final average compensation. As of the date of this proxy statement, none of the named executive officers have ~~not~~ been awarded additional ~~age/~~credited service, ~~for any purpose~~or accelerated vesting of their accrued benefits under the SERP. As discussed under “Executive Severance Agreements — Extra Years of Credited Service for John K. Stubblefield, Jr.” beginning on page 53, Mr. Stubblefield has been awarded an additional 1.5 years of participation service as of the fiscal year end 2007, increasing his vested percentage to 85% from 60%. Mr. Accardi has been awarded one additional year of participation service as of his expected retirement date of December 31, 2007, increasing his vesting percentage to 90% from 85%, as discussed below under “Executive Severance Agreements — Transition and Early Retirement Agreement with Larry J. Accardi” on page 53.

Lump Sum Availability —Retirement benefits may not be paid as a lump sum.

Monthly Payment Limit —The SERP benefit, other than a protected benefit, cannot exceed the participant’s vested percentage multiplied by the “monthly payment limit” in effect for the fiscal year of his retirement. The monthly payment limit for participants retiring in fiscal year 2009 is $187,503. Each subsequent fiscal year, the limit will be adjusted for inflation.

Delay of Distributions to Named Executives —Distributions to a named executive officer upon the named executive officer’s “separation from service” as defined under Section 409A of the Internal Revenue Code will be delayed for a period of six months to the extent that making payments during such six-month period would violate Section 409A.

52

~~Non-Qualified~~Executive Deferred Compensation Plan

The following table provides information regarding executive contributions and related company matches, earnings and account balances under the EDCP for each of the named executive ~~officers in~~officers. Neither Sysco nor any of the ~~Third Amended and Restated SYSCO Corporation Executive Deferred Compensation Plan. No~~named executive ~~officer~~officers made any ~~withdrawals or received any distributions during~~contributions to the EDCP for fiscal ~~2007.~~2009.


					Aggregate		Aggregate				Aggregate		Aggregate
	Executive		Aggregate		Balance at		Balance at		Aggregate		Withdrawals/		Balance at
	Contributions in		Earnings		June 30,		July 1,		Earnings in		Distributions in		June 30,
Name	Last FY ($)		in Last FY ($)(1)		2007($)(2)		2007($)(3)		Fiscal 2009 ($)(1)		Fiscal 2009 ($)(2)		2009($)

DeLaney									$	66,913		—	$	973,764
Spitler										483,878	$	7,035,640		—
Pulliam										219,527		2,322,120		869,703
Smith										298,827		4,345,242		—
Green										2,273		33,036		—
Schnieders		—	$	425,281	$	6,581,478	$	7,485,543		658,385		—		9,571,554
Stubblefield		—		413,359		6,396,986		7,326,751
Spitler		—		275,076		4,256,961		5,148,932
Accardi	$	113,500		217,315		3,422,348		3,891,363
Pulliam		—		125,420		1,940,948		2,377,617


(1)		The above-market interest portion of these amounts is included in the fiscal 2009 disclosure under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table, in the following amounts: ~~$76,763~~$16,938 for Mr. ~~Schnieders, $74,611 for Mr. Stubblefield, $49,651~~DeLaney, $122,460 for Mr. Spitler, ~~$39,178~~$55,557 for Mr. ~~Accardi and $22,638~~Pulliam, $75,628 for Mr. ~~Pulliam.~~Smith, $575 for Mr. Green and $166,618 for Mr. Schnieders.

(2)		~~As discussed below, SYSCO matches~~On November 11, 2008, the Board, upon recommendation of the Compensation Committee, amended the EDCP to add a provision allowing participants in the EDCP a one-time opportunity during calendar year 2008 to elect to receive a distribution of all or a portion of the MIB deferred by an executive, but does not match any annual salary deferrals. We credit the executive’s account with the amount of any match as of July 1 of each year with respect to bonuses paid during the following August. We gave no matching credit on July 1, 2006 because the executives did not earn a MIB with respect to fiscal 2006.

~~(3)~~		The aggregate balance at July 1, 2007 shown above includes amounts deferred by the executives during fiscal 2007 and the matching credits that were credited to the named executive officers’ accounts on July 1, 2007. Footnote 3 to the Summary Compensation Table discloses the fiscal 2007 bonus amounts deferred by the named executives. Footnote 5 to the Summary Compensation Table discloses the matching amounts credited with respect to fiscal 2007 bonus deferrals. Footnote 7 to the Summary Compensation Table discloses the fiscal 2007 salary amounts deferred by Mr. Accardi. The $113,500 executive contribution made by Mr. Accardi is includedtheir vested balances under the ~~“Salary” column of the Summary Compensation Table.~~Plan during calendar year 2009. The amounts shown represent these distributions, which we made in June 2009.

~~SYSCO~~Sysco maintains the EDCP to provide certain executives, including the named executives, the opportunity to defer the receipt of a portion of their annual salaries, bonuses and ~~bonuses~~deemed earnings thereon on a tax-deferred basis. Federal income taxes on all amounts credited under the EDCP will be deferred until payout under current tax law. The EDCP is administered by the Compensation Committee.

49

Eligibility —All ~~SYSCO~~Sysco executives who are participants in the ~~MIB,~~MIP, excluding those whose income is subject to Canadian income tax laws, are eligible to participate. However, the Compensation Committee has the right to establish additional eligibility requirements and may exclude an otherwise eligible executive from participation.

Executive Deferrals and ~~SYSCO~~Sysco Matching Credit —Executives may defer up to 40% of their cash bonuses under the ~~MIB~~MIP, and ~~the Supplemental Performance Based Bonus Plan,~~for years prior to fiscal 2009 only, their supplemental performance bonuses, referred to in the aggregate as “bonus,” and up to 100% of salary. ~~SYSCO~~Sysco does not match salary deferrals under the EDCP. ~~SYSCO~~Sysco provides matching credit of 15% of the first 20% of bonus deferred, resulting in a maximum possible match credit of 3% of an executive’s bonus. The Committee may authorize additional discretionary company contributions, although it did not authorize any in fiscal ~~2007.~~2007, 2008 or 2009.

Investment ~~Options—~~ Options —An executive may invest the deferral portion of his or her account among nine investment options, which may be changed as often as daily. The returns for these options of varying risk/reward ranged from ~~5.4%~~negative 32.35% to ~~26.4%~~positive 6.39% for the year ended June ~~30, 2007.~~27, 2009.

~~The portion~~Prior to July 2, 2008, Moody’s plus 1%, or the “risk free” option, was one of nine available deemed investment options under the EDCP and was the default investment option for participants who failed to make an ~~executive’s account attributable to SYSCO~~investment election. In addition, company matches ~~is always invested in~~were automatically credited with interest at the Moody’s +plus 1% ~~option.~~rate, and interest credited during an installment payout period under a fixed payment distribution option available under the EDCP was credited at Moody’s plus 1%. For a given calendar year, the Moody’s + 1% option provides an annual return equal to the Moody’s Average Corporate Bond Yield for the higher of the six or twelve-month period ending on the preceding October 31, plus 1%. The Moody’s + 1% return was ~~6.63% for calendar year 2006 and~~ 7.1917% for calendar year ~~2007.~~2007 and 7.1950% for calendar year 2008.

Beginning as of July 2, 2008, the Moody’s plus 1%, or “risk free,” option and the default investment rate were changed to Moody’s without the addition of the 1%. As a result, the interest rate credited on company matches for future years, and the investment return on salary deferrals after July 1, 2008 and bonus deferrals for years after fiscal 2008, as well as any transfers from another investment option to the risk free option after July 1, 2008, are based on Moody’s and not Moody’s plus 1%. In addition, for participants whose employment terminates after July 1, 2008, interest credited to the participant’s account during an installment payout period will be Moody’s and not Moody’s plus 1%.

53

Notwithstanding these changes, interest will continue to be credited at the Moody’s plus 1% rate on each participant’s accumulated company match account as of July 1, 2008, and on that portion of the participant’s deferral account invested in the Moody’s plus 1% option on July 1, 2008, and not otherwise transferred at a later time. The variable investment option, which allowed a participant to continue to direct the investment of his account during an installment payout period, is not available for participants who retire after July 1, 2008.

Vesting —An executive is always 100% vested in his or her deferrals, but is at risk of forfeiting the deemed investment return on the deferrals for cause or competing against Sysco in certain instances. Each ~~SYSCO~~Sysco match and the associated deemed investment return will be 100% vested at the earliest to occur of:


	•	the tenth anniversary of the crediting date of the match,
	•	the executive’s 60^th60th birthday,
	•	the executive’s death,
	•	the executive’s disability, or
	•	a specified change ofin control.

Any matches and associated investment returns not otherwise fully vested under one of the above provisions may vest under an alternative schedule when the executive is at least age 55 and has at least 15 years of ~~MIB Plan~~MIP participation service. Vesting under this alternative schedule is based on the sum of the executive’s age and years of ~~MIB Plan~~MIP participation service, as follows:


Sum	Vested%	Sum	Vested%	Sum	Vested%

Under 70	0%	73	65%	77	85%
70	50%	74	70%	78	90%
71	55%	75	75%	79	95%
72	60%	76	80%	80	100%

The Committee has the discretion to accelerate vesting when it determines specific situations warrant such action. Executives may forfeit vested amounts, other than salary and bonus deferrals, as described under ~~“ — Forfeiture~~“Forfeiture for Cause or Competition” below.

In-Service Distribution Elections and Hardship Withdrawals —Unless an executive has previously made an in-service distribution election, an executive will generally not have access to amounts deferred under the EDCP while employed by ~~SYSCO~~Sysco unless he or she requests and qualifies for a hardship withdrawal. Such withdrawals are available under very limited circumstances in connection with an unforeseeable emergency. An executive may make separate in-service distribution elections with respect to a given year’s salary deferral and bonus deferral, concurrent with that year’s deferral election. None of the named executives ~~has~~have made an in-service distribution election through fiscal ~~2007.~~2009, other than as discussed below with respect to the special, one-time election offered in calendar 2008.

Distribution Events —We will distribute the vested portion of the amount credited to an executive’s EDCP account upon the earlier to occur of the executive’s death, disability, retirement or other separation event.

Distributions ~~Following~~—Effective January 1, 2009, a ~~Separation Event Other than Disability, Death or Retirement —If the executive’s~~participant who terminates employment ~~with SYSCO ends for any reason~~ other than ~~disability,~~due to death or ~~retirement, we~~disability prior to the earlier of age 60, or age 55 with 10 years of service with the company, will ~~distribute the vested balance of the executive’s account to him in~~receive a lump ~~sum, and he will forfeit~~sum. A participant may elect the ~~nonvested portion. However, certain~~form of distribution of his account if the ~~named executives have entered into severance agreements that provide for 100% vesting if we terminate~~participant terminates employment after the ~~executive without cause. See “Executive Severance Agreements” below.~~

50

~~Distributions Following Disability, Death~~earlier of age 60, or ~~Retirement —~~~~An executive~~age 55 with 10 years of service with the company. A participant may also elect the form of payment of his vested account balance ~~for each~~in the event of ~~the following separation events:~~death or disability.


	•	~~disability,~~
	•	~~death, or~~
	•	~~retirement, defined as any other separation from service from SYSCO if the executive is at least age 55 with 15 or more years of MIB Plan participation or at least age 60.~~

An executive who has the right to elect the form of payment of his vested account balance may choose annual or quarterly installments over a specified period of up to 20 years, a lump sum or a combination of both. An executive may change his distribution elections prior to separation subject to limitations in ~~accordance with IRS rules.~~the EDCP required by Section 409A of the Internal Revenue Code.

When we pay installments ~~due to death or disability,~~under the EDCP, we will credit the executive’s unpaid vested account balance with a fixed investment return during the entire payout period. This fixed return will equal the Moody’s Average Corporate Bond Yield for either the ~~six~~six- or twelve-month period ending two months prior to the month of the first installment payment, whichever is higher, plus 1%. In lieu of such fixed interest installments, an executive who retires may choose to receive variable investment installments. An executive makes the election to receive variable installments at retirement. This election allows the retired executive to continue to invest the deferral portion of his account in the same manner as prior to his retirement.higher.

Delay of Distributions to Named Executives —Distributions to a named executive ~~for reasons other than death or disability will be delayed for six months after his separation date~~upon the named executive officer’s “separation from service” as ~~required~~defined under Section 409A of the Internal Revenue ~~Code.~~Code will be delayed for a period of six months to the extent that making payments during such six-month period would violate Section 409A.

54

Forfeiture for Cause or Competition —

Any portion of an executive’s account attributable to ~~SYSCO~~Sysco matches, including associated deemed investment return, and the net investment gain, if any, credited on his deferrals, is subject to forfeiture for specified cause or competition.

The Committee shall determine if the executive was terminated for cause or violated the applicable non-compete provisions. However, these forfeiture provisions will not apply to an executive whose employment ends during the fiscal year in which a specified change ofin control occurs or during the next three fiscal years ~~except when~~unless the Committee makes a finding of cause and an arbitrator ~~agrees.~~confirms such finding. In addition, the Compensation Committee may cause a forfeiture of a participant’s remaining company matches and investment earnings and interest credited to his account, if after a participant terminates employment for a reason other than for “cause,” the Compensation Committee determines that the participant engaged in conduct while employed by Sysco that would have resulted in his discharge for “cause.” In addition, the Compensation Committee may cause a forfeiture of a participant’s remaining company matches and investment earnings and interest credited to his account, if a participant discloses trade secrets or confidential information to a competitor.

One-Time Distribution Election —Section 409A of the Internal Revenue Code prescribes certain rules applicable to nonqualified deferred compensation plans. The final regulations under Section 409A became effective January 1, 2009. In connection with this effective date, the Internal Revenue Service provided companies with limited transition relief that expired on December 31, 2008, to allow them to amend their deferred compensation plans without being subject to certain requirements under Section 409A, as long as specified requirements were met. As a result, in November 2008, we amended the EDCP so that participants could elect, on or before December 15, 2008, to receive a one-time lump sum distribution during calendar 2009 of some or all of the participants’ deferrals under the EDCP, as well as a portion of vested company matching amounts, determined as of May 15, 2009. We made these distributions on June 30, 2009, and the amounts received by the named executive officers are shown in the “Aggregate Withdrawals/Distributions in Fiscal 2009” column in the table above.

~~Executive~~ Severance ~~Agreements~~Arrangements

Executive Severance Agreement with Mr. Spitler —We maintain an Executive Severance ~~Agreements with each of Messrs. Schnieders and Spitler and maintained one~~Agreement with Mr. ~~Stubblefield prior to his retirement at the end of fiscal 2007. These agreements are identical in all material respects, except as indicated below.~~Spitler. A description of potential payments to ~~Messrs. Schnieders and~~Mr. Spitler under the ~~agreements, as well as a description of compensation payable to Mr. Stubblefield upon his retirement,~~agreement is included under “Quantification of Termination/Change in Control Payments” on page 54. In May 2007 we entered into a Transition and Early Retirement Agreement with Mr. Accardi that replaced his severance agreement and provides for his retirement on December 31, 2007.Payments.”

Definition of Good Reason —The severance ~~agreements provide~~agreement provides that if ~~the executive~~Mr. Spitler terminates his employment for any of the following reasons, he will have terminated his employment for “good reason,” unless we remedied the underlying circumstances within 15 days of our receipt of notice of “good reason,” as follows:


	•	~~SYSCO~~Sysco demotes ~~the executive~~Mr. Spitler to a lesser position;
	•	~~SYSCO~~Sysco assigns duties to him which are materially inconsistent with his position or materially reduces ~~the executive’s~~his duties, responsibilities or authority;
	•	~~SYSCO~~Sysco materially reduces ~~the executive’s~~his base ~~salary, unless SYSCO also comparably reduces the base salaries of other executives who are parties to similar agreements;~~salary; or
	•	~~SYSCO~~Sysco relocates ~~the executive’s~~his principal place of business outside of the Houston, Texas metropolitan area without ~~the executive’s~~his consent.

Obligations Upon Termination —If ~~the executive~~Mr. Spitler terminates his employment for good reason or if we terminate him for any reason other than for cause, death or permanent disability, we will pay his base salary through the date of termination. ~~If the executive signs~~In addition, if Sysco receives a ~~release in substantially the form prescribed in the agreement, starting 30 days after we receive the~~ signed release orfrom Mr. Spitler within 60 days following the date ~~the executive’s~~his employment terminates, ~~whichever is later,~~then we will also pay tohim, starting on the ~~executive~~60th day following the date his employment terminates, a monthly payment for 24 months equal to the sum of:


	•	~~executive’s~~His monthly base salary in effect on the date of termination, before any elective deferrals under any ~~SYSCO~~Sysco plans;

51


	•	an amount equal to¹/₁₂ of the average annual bonus paid to ~~the executive~~him under any ~~SYSCO~~Sysco management incentive plan, before any elective deferrals, for the most recent five fiscal years ended prior to the date of termination; and
	•	an amount equal to the monthly cost to ~~the executive~~him for continued coverage under ~~SYSCO’s~~Sysco’s group health benefit insurance plans under Section 4980B of the Internal Revenue Code of 1986, also known as COBRA, regardless of whether ~~the executive~~Mr. Spitler elects to be covered by COBRA.

We will pay the amounts described above in lieu of any other amount of severance relating to salary or bonus continuation that ~~the executive~~Mr. Spitler may be entitled to receive from us, except for any benefits under the SERP and the EDCP. Upon the later to occur of 3060 days ~~after~~following termination of Mr. Spitler’s employment, assuming we have received the signed release, and 90 days after the end of the fiscal year during which the employment termination occurred, we will pay to ~~the executive~~Mr. Spitler a fraction of the bonus he would have earned for that fiscal year under the ~~MIB~~MIP had hehis employment not ~~been~~ terminated, as determined by us in our sole discretion. The numerator of this fraction will be the number of days in the fiscal year prior to the termination date, and the denominator will be 365. However, in the event ~~the executive~~Mr. Spitler’s employment terminates other than for disability or death, ~~and the executive is a “specified employee” under Section 409A of the Internal Revenue Code,~~ we will delay ~~the executive’s~~his payments until the date that is after six months from the date of his termination from employment, ~~all in compliance with Section 409A.~~

~~SERP and EDCP Benefits Prior to Age 60 —~~~~With respect~~ to the ~~SERP and EDCP, if~~extent required by Section 409A of the executive terminates his employment for good reason or if we terminate him for any reason other than for cause, death or permanent disability, in any case before the executive reaches 60 years of age, then:Internal Revenue Code.

55


	•	~~for purposes of the SERP, the executive will be entitled to benefits under the SERP as if he were 60 years of age at the date of termination; and~~
	•	the unvested portion of the executive’s account in the EDCP will vest, and we will pay the EDCP benefits to the executive in a single payment within 60 days after we receive his signed liability release.

Non-Compete and Non-Disparagement ~~Commitment—~~ Commitment —~~Each executive~~Mr. Spitler agrees to certain non-compete and non-disparagement provisions in his agreement. ~~The executive~~He will forfeit all the amounts listed above if, at any time within the two years following the date of termination, ~~the executive,~~ without our prior written consent, he directly or indirectly owns or participates in, or is employed or paid by, a business which competes or at any time did compete with ~~SYSCO~~Sysco in a specified trade area, and if ~~the executive~~he continues to be so engaged 60 days after receiving written notice of the committee’s finding.

TaxGross-Up Payments —We will make additional payments to ~~an executive~~Mr. Spitler if an excise tax arises under Section 4999 of the Internal Revenue Code as a result of the IRS treating any payment or acceleration right under the severance agreement or any other agreement or arrangement to which we and ~~the executive~~Mr. Spitler are parties or to which we are a party and ~~the executive~~Mr. Spitler is a beneficiary, as contingent upon a change ofin control pursuant to Section 280G of the Code. The payments we will make will include the excise taxes payable by ~~the executive,~~Mr. Spitler, as well as any additional excise taxes, federal and state income taxes and employment taxes imposed by the IRS on our payment of the amount of the excise tax. The net effect of this will be to place ~~the executive~~Mr. Spitler in the same after-tax position, so that ~~the executive~~he receives the same after-tax benefits he would have received if the excise tax had not been imposed. We will make these payments either directly to ~~the executive~~Mr. Spitler in cash or to the appropriate taxing authority on ~~the executive’s~~his behalf for taxes ~~subject~~we are required to ~~withholding.~~withhold.

Waiver of ~~Cut Back~~Cutback Provisions in SERP and Deferred Compensation Plan —The severance agreement ~~provides for~~waives the ~~inapplicability~~application of the cutback provisions of the SERP and the EDCP that would otherwise reduce amounts payable to Mr. Spitler under those plans by the amount of any payments that can not be deducted by Sysco for income tax purposes. ~~Since Mr. Pulliam is not party to a severance agreement, the cutback provisions of the SERP and EDCP would apply to him.~~

Termination for Cause —The severance agreement provides that if we terminate ~~the executive’s~~Mr. Spitler’s employment for any of the following reasons, we will have terminated him for “cause”:


	•	his material breach of his duties and responsibilities or of any written policies and directives of ~~SYSCO~~Sysco that is willful or occurs as a result of his gross negligence and which he does not remedy within 15 days after receiving a written notice from ~~SYSCO~~Sysco identifying the manner in which the breach occurred;
	•	his committing any felony or misdemeanor involving willful misconduct, not including minor violations such as traffic offenses, if his action damages ~~SYSCO’s~~Sysco’s property, business or reputation, as determined in good faith by our board of directors;
	•	his engaging in a fraudulent or dishonest act, as determined in good faith by our board;
	•	his engaging in habitual insobriety or the use of illegal drugs or substances; or
	•	his breach of his fiduciary duties to ~~SYSCO,~~Sysco, as determined in good faith by our board.

52

transition and retirement agreement with Mr. Schnieders on January 19, 2009, effective as ~~an officer and director~~ of ~~SYSCO. Under the~~January 27, 2009. The material terms of the SERP, if he had retired on December 31, 2006, Mr. Stubblefield would have been 60% vested in his accrued SERP benefit based on his age at retirement, his 22-1/2 years of credited service with SYSCO and his 14-1/2 years of service under SYSCO’s Management Incentive Plans. Mr. Stubblefield would have been 80% vested in his accrued SERP benefits if he served for an additional twelve-month period and retired at the beginning of the 2008 calendar year. On December 8, 2006, the Committee determined that it would credit Mr. Stubblefield with 1.5 years of additional service under SYSCO’s Management Incentive Plans so that he would be 85% vested in his accrued benefits under the SERP. These benefits were granted in recognition of Mr. Stubblefield’s contributions to SYSCO, including remaining in his position at the request of the CEO and Board of Directors, as well as his eight years of non-MIP service that are not counted for purposes of calculating all benefits under the SERP, and as an inducement to him to remain at SYSCO during the transition to a new Chief Financial Officer through the end of the 2007 fiscal year.

~~Transition and Early~~ Retirement Agreement ~~with Larry J. Accardi~~ — In February 2007, Mr. Accardi announced his planned retirement from SYSCO, effective December 31, 2007. In connection with Mr. Accardi’s planned retirement, in May 2007, we entered into a Transition and Early Retirement Agreement with him which provides him the following benefits:are as follows:


	•	~~on July 1, 2007 he became SYSCO’s~~The Executive ~~Vice President, Sales;~~Severance Agreement between Sysco and Mr. Schnieders, dated November 24, 2008, was terminated, effective March 31, 2009.
	•	~~a $500,000 payment~~Mr. Schnieders agreed to ~~be made on or before January 10, 2008 since~~forego 25% of any bonus he ~~will not receive an MIB~~would have received for the 2009 fiscal ~~2008;~~year pursuant to Sysco’s 2005 Management Incentive Plan.
	•	~~one year of additional Management Incentive Plan service under the company’s SERP, resulting in him becoming 90% vested in~~Mr. Schnieders continued to receive his ~~accrued benefits under the SERP on his retirement date;~~then-current base salary through June 27, 2009.
	•	one year of additional Management Incentive Plan service credit under the company’s Non-qualified Executive Deferred Compensation Plan, resulting in him becoming 90% vested in the unvested SYSCO matching contributions to his EDCP account onSysco agreed that, following his retirement ~~date;~~and cessation of his service as Chairman of the Board and a director of Sysco, Mr. Schnieders may serve on the boards of directors of suppliers or customers of Sysco and that such service will not result in a forfeiture of his benefits under any of Sysco’s benefit plans or any agreements with Sysco to which Mr. Schnieders is a party; provided that Mr. Schnieders obtains the advance written consent of Sysco’s Presiding Director or Chairman of the Board, prior to such service on the boards of directors of other companies. Mr. Schnieders also agrees not to use his Sysco contacts to, or otherwise attempt to, influence any business transactions between any such entity and Sysco, and he agrees not to disclose any Sysco trade secrets or confidential information to these entities.
	•	~~treatment~~Sysco agrees that, following his retirement from Sysco and cessation of his service as Chairman of the Board and a director of the Company, Mr. Schnieders may provide consulting services to companies or other business entities that distribute or otherwise sell their products outside of North America, in countries approved in advance by Sysco, and that the provision of such services by Mr. Schnieders, subject to certain conditions, will not result in a forfeiture of his benefits under ~~SYSCO policy as retiring~~any of Sysco’s benefit plans or any agreements with Sysco to which Mr. Schnieders is a party. In the event Sysco begins distributing or selling its products in ~~good standing for purposes of employee benefit plans;~~any such country, Mr. Schnieders will have six months to cease his consulting services there.
	•	~~his continued base salary~~During the period April 1, 2009 through June 27, 2009, Mr. Schnieders was entitled to an office and ~~all~~secretarial and other ~~benefits then in effect from July 1, 2007 through December 31, 2007;~~assistance at Sysco’s headquarters and
	•	reimbursement of ~~actual legal fees~~all reasonable expenses incurred ~~related~~in connection with the performance of his duties under the agreement. From January 2009 through June 27, 2009, he was entitled to the ~~preparation and review~~use of the ~~Transition~~company plane for one round trip per month between Santa Fe, New Mexico and ~~Early Retirement Agreement, up to a maximum of $12,000.~~Houston, Texas.

In exchange for these benefits, Mr. Accardi agreed to certain expanded non-competition, non-disclosure, non-disparagement and non-solicitation provisions for a period of three years following termination of employment, and has agreed to assist SYSCO during the transition regarding his departure through December 31, 2007. He and SYSCO have also agreed to specified release and hold harmless provisions. Mr. Accardi will only receive the $500,000 payment, additional years of service and treatment as retired in good standing if he enters into an agreed form of release and either remains in our employ through December 31, 2007 or we terminate him without cause prior to that date. The Transition and Early Retirement Agreement

5357

terminated Mr. Accardi’s Executive Severance Agreement with SYSCO dated August 18, 2004, as amended on September 3, 2004 and allowed him to retire prior to age 60 without forfeiting his rights under the SERP. Except as described above, all of Mr. Accardi’s rights under SYSCO employee benefit plans remain unaffected.

Quantification of Termination/Change in Control Payments

We have entered into certain agreements and maintain certain plans that will require us to provide compensation for the named executive officers in the event of specified terminations of their employment or upon a change in control of ~~SYSCO.~~Sysco. We have listed the amount of compensation we would be required to pay to each named executive officer in each situation in the tables below.Amounts included in the tables are estimates and are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Due to the number of factors that affect the nature and amount of any benefits provided upon the events discussed below, any actual amounts we pay or distribute may differ materially. Factors that could affect these amounts include the timing during the year of any such event, the amount of future bonuses, the value of our stock on the date of the change in control and the ages and life expectancy of each executive and his ~~spouse~~.spouse. The amounts shown in the table below assume that the event that triggered the payment occurred on June ~~30, 2007.~~27, 2009. In addition to the amounts shown, within 30 days after we receive the signed release in the required form from ~~those executives~~Mr. Spitler, who ~~are parties~~is party to a severance ~~agreements~~agreement, following any termination, we will also pay to ~~the executive~~Mr. Spitler any unpaid bonuses earned in a fiscal year ended prior to the date of termination. ~~The executive~~Mr. Spitler would have been entitled to these amounts if the termination event had not occurred. However, the requirement to sign a release does not apply in the event of a change in control without termination. We have summarized the terms of ~~the~~Mr. Spitler’s severance ~~agreements, as well as separation arrangements entered into with Messrs. Accardi and Stubblefield,~~agreement under ~~“Executive Severance Agreements”~~“Severance Arrangements” above. All amounts shown represent total payments, except as otherwise noted. We ~~would~~expect to time the payment of all amounts shown in compliance with Section 409A of the Internal Revenue ~~Code.~~Code

WILLIAM J. DELANEY


	Compensation Components
											Acceleration
											and Other
											Benefits from
			Payments		Payments						Unvested
			and Benefits		and Benefits						Stock
	Severance		Under		Under				280G Tax		Options and		Insurance
	Payment		EDCP		SERP		CPU		Gross-Up		Restricted		Payments
Termination Scenario	(1)		(2)		(3)		Payment(4)		Payments(5)		Stock(6)		(7)		Other(8)

Retirement	$	—	$	96,207	$	—	$	1,050,000	$	—	$	559,977	$	—	$	59,298
Death		—		248,717		2,875,878		486,185		—		559,977		1,200,000		59,298
Disability		—		248,717		—		1,050,000		—		559,977		2,260,517		59,298
Voluntary Resignation		—		96,207		—		—		—		—		—		—
Termination for Cause		—		—		—		—		—		—		—		—
Involuntary Termination w/o Cause, or Resignation for Good Reason		—		96,207		—		1,050,000		—		—		—		59,298
Change in Control w/o Termination		—		248,717		1,734,975		1,575,000		—		559,977		—		—
Termination w/o Cause following a Change in Control		—		248,717		1,734,975		1,575,000		—		559,977		—		59,298

KENNETH F. SPITLER


	Compensation Components
											Acceleration
											and Other
											Benefits from
			Payments		Payments						Unvested
			and Benefits		and Benefits						Stock
	Severance		Under		Under				280G Tax		Options and		Insurance
	Payment		EDCP		SERP		CPU		Gross-Up		Restricted		Payments
Termination Scenario	(1)		(2)		(3)		Payment(4)		Payments(5)		Stock(6)		(7)		Other(8)

Retirement	$	—	$	—	$	12,441,504	$	2,975,000	$	—	$	2,544,231	$	—	$	52,182
Death		—		—		12,617,664		1,505,025		—		2,544,231		1,200,000		52,182
Disability		—		—		12,441,504		2,975,000		—		2,544,231		1,094,472		52,182
Voluntary Resignation		—		—		12,441,504		2,975,000		—		—		—		—
Termination for Cause		—		—		—		—		—		—		—		—
Involuntary Termination w/o Cause, or Resignation for Good Reason		3,225,700		—		12,441,504		2,975,000		—		—		—		52,182
Change in Control w/o Termination		—		—		13,286,376		4,462,500		—		2,544,231		—		—
Termination w/o Cause following a Change in Control		3,225,700		—		13,286,376		4,462,500		3,138,502		2,544,231		—		52,182

58

LARRY G. PULLIAM


	Compensation Components
											Acceleration
											and Other
											Benefits from
			Payments		Payments						Unvested
			and Benefits		and Benefits						Stock
	Severance		Under		Under				280G Tax		Options and		Insurance
	Payment		EDCP		SERP		CPU		Gross-Up		Restricted		Payments
Termination Scenario	(1)		(2)		(3)		Payment(4)		Payments(5)		Stock(6)		(7)		Other(8)

Retirement	$	—	$	—	$	—	$	945,000	$	—	$	666,328	$	—	$	46,898
Death		—		869,703		3,155,743		451,475		—		666,328		1,200,000		46,898
Disability		—		869,703		—		945,000		—		666,328		2,253,595		46,898
Voluntary Resignation		—		—		—		—		—		—		—		—
Termination for Cause		—		—		—		—		—		—		—		—
Involuntary Termination w/o Cause, or Resignation for Good Reason		—		—		—		945,000		—		—		—		46,898
Change in Control w/o Termination		—		869,703		4,241,360		1,417,500		—		666,328		—		—
Termination w/o Cause following a Change in Control		—		869,703		4,241,360		1,417,500		—		666,328		—		46,898

STEPHEN F. SMITH


	Compensation Components
											Acceleration
											and Other
											Benefits from
			Payments		Payments						Unvested
			and Benefits		and Benefits						Stock
	Severance		Under		Under				280G Tax		Options and		Insurance
	Payment		EDCP		SERP		CPU		Gross-Up		Restricted		Payments
Termination Scenario	(1)		(2)		(3)		Payment(4)		Payments(5)		Stock(6)		(7)		Other(8)

Retirement	$	—	$	—	$	9,046,760	$	752,500	$	—	$	557,058	$	—	$	48,067
Death		—		—		9,140,727		324,091		—		557,058		1,200,000		48,067
Disability		—		—		9,046,760		752,500		—		557,058		1,350,579		48,067
Voluntary Resignation		—		—		9,046,760		752,500		—		—		—		—
Termination for Cause		—		—		—		—		—		—		—		—
Involuntary Termination w/o Cause, or Resignation for Good Reason		—		—		9,046,760		752,500		—		—		—		48,067
Change in Control w/o Termination		—		—		9,650,182		1,128,750		—		557,058		—		—
Termination w/o Cause following a Change in Control		—		—		9,650,182		1,128,750		—		557,058		—		48,067

MICHAEL W. GREEN


	Compensation Components
											Acceleration
											and Other
											Benefits from
			Payments		Payments						Unvested
			and Benefits		and Benefits						Stock
	Severance		Under		Under				280G Tax		Options and		Insurance
	Payment		EDCP		SERP		CPU		Gross-Up		Restricted		Payments
Termination Scenario	(1)		(2)		(3)		Payment(4)		Payments(5)		Stock(6)		(7)		Other(8)

Retirement	$	—	$	—	$	—	$	752,500	$	—	$	555,932	$	—	$	40,467
Death		—		—		2,682,316		324,091		—		555,932		1,200,000		40,467
Disability		—		—		—		752,500		—		555,932		2,709,134		40,467
Voluntary Resignation		—		—		—		—		—		—		—		—
Termination for Cause		—		—		—		—		—		—		—		—
Involuntary Termination w/o Cause, or Resignation for Good Reason		—		—		—		752,500		—		—		—		40,467
Change in Control w/o Termination		—		—		1,888,182		1,128,750		—		555,932		—		—
Termination w/o Cause following a Change in Control		—		—		1,888,182		1,128,750		—		555,932		—		40,467

59

RICHARD J. SCHNIEDERS

Compensation Components
Payments
Payments
Acceleration

and Benefits
and Benefits
and Other

Severance
Under
Under
280G Tax
Benefits from
Insurance

Payment
EDCP
SERP
CPU
Gross-Up
Stock Options
Payments

Termination Scenario
(1) (2) (3) Payment(4) Payments(5) (6) (7) Other(8)

Retirement $ — $ 3,906,773 $ — $ 7,840,000 $ — $ — $ — $ 83,346
Death — 3,906,773 23,323,464 3,920,000 — — 1,200,000 83,346
Disability — 3,906,773 23,003,068 7,840,000 — — 1,320,414 83,346
Voluntary Resignation — 3,906,773 — 7,840,000 — — — —
Termination for Cause — — — — — — — —
Involuntary Termination w/o Cause, or Resignation for Good Reason(9) 5,866,233 3,906,773 23,003,068 7,840,000 — — — 83,346
Change in Control w/o Termination — 3,906,773 — 11,760,000 4,016,221 376,840 — —
Termination w/o Cause following a Change in Control 5,866,233 3,906,773 23,451,437 11,760,000 6,701,265 376,840 — 83,346

~~JOHN K. STUBBLEFIELD, JR.~~

Compensation Components
Payments
Payments

and Benefits
and Benefits
Acceleration

Severance
Under
Under
280G Tax
and Other

Payment
EDCP
SERP
CPU
Gross-Up
Benefits from
Insurance

Termination Scenario
(1) (2) (3) Payment(4) Payments Stock Options Payments Other(8)

Retirement(10) $ — $ 3,095,230 $ 10,381,974 $ 735,000 $ — $ — $ — $ 5,143

54


	•	• ~~Death~~Disability ;Involuntary Termination without Cause, or Resignation for Good Reason; Termination without Cause following a Change in Control — The amounts shown reflect the following monthly payments plus the amounts shown below attributable to the monthly PIA supplement, which is paid only until the executive reaches age 62.


	Disability, Involuntary Termination Without
	Cause, or Resignation for Good						Termination without Cause following a
	Reason						Change in Control
					Monthly						Monthly
					PIA						PIA
	# of		Monthly		Supplement		# of		Monthly		Supplement
	Monthly		Payment		(Until		Monthly		Payment		(Until
Name	Payments		Amounts		Age 62)		Payments		Amounts		Age 62)

DeLaney		—		—		—		254	$	29,831		—
Spitler		316	$	88,361	$	1,694		316		94,378		1,694
Pulliam		—		—		—		248		73,276		—
Smith		326		63,274		1,694		326		67,521		1,694
Green		—		—		—		255		41,803		—


	◦•	~~The amount shown for Mr. Schnieders reflects 367 monthly payments of $147,249.~~
	◦	~~The amount shown for Mr. Spitler reflects 337 monthly payments of $72,197.~~
	◦	~~The amount shown for Mr. Accardi reflects 310 monthly payments of $76,338.~~
	◦	~~The amount shown for Mr. Pulliam reflects 10 annual payments of $385,674.~~


		• ~~Disability~~


	◦	~~The amount shown for Mr. Schnieders reflects 348 monthly payments of $147,614, plus 33 monthly payments of $1,610 attributable to the PIA Supplement.~~
	◦	~~The amount shown for Mr. Spitler reflects 336 monthly payments of $70,779, plus 45 monthly payments of $1,610 attributable to the PIA Supplement.~~
	◦	~~The amount shown for Mr. Accardi reflects 316 monthly payments of $73,907, plus 40 monthly payments of $1,610 attributable to the PIA Supplement.~~


		• ~~Involuntary Termination without Cause, or Resignation for Good Reason~~


	◦	~~The amount shown for Mr. Schnieders reflects 348 monthly payments of $147,614, plus 33 monthly payments of $1,610 attributable to the PIA Supplement.~~
	◦	~~The amount shown for Mr. Spitler reflects 336 monthly payments of $79,163, plus 45 monthly payments of $1,610 attributable to the PIA Supplement.~~
	◦	~~The amount shown for Mr. Accardi reflects 316 monthly payments of $73,907, plus 40 monthly payments of $1,610 attributable to the PIA Supplement.~~

56

DIRECTOR COMPENSATION

Fees

We currently pay non-employee directors who serve as committee chairpersons ~~$70,000~~$85,000 per year and all other non-employee directors ~~$60,000~~$70,000 per year, as an annual retainer, plus reimbursement of expenses for all services as a director, including committee participation or special assignments. We pay the annual retainers quarterly. Directors are ~~encouraged~~invited to have their spouses accompany them to dinners and other functions held in connection with one or two board meetings each year, and the company pays, either directly or through reimbursement, all expenses associated with their travel to and attendance at these business-related functions. Reimbursement for non-employee director travel may include reimbursement of amounts paid in connection with travel on private aircraft excluding maintenance and ownership interests.

In addition to the annual retainer, non-employee directors receive the following fees for attendance at meetings:


	•	For committee meetings held in conjunction with regular Board meetings, committee chairmen who attend in person, or who participate by telephone because of illness or the inability to travel, will receive ~~$1,500~~$1,750 and committee members who attend in person, or who participate by telephone because of illness or the inability to travel, will receive ~~$1,000;~~$1,500;
	•	For special committee meetings not held in conjunction with regular Board meetings, committee chairmen who attend in person or who participate by telephone will receive ~~$1,500~~$1,750 and committee members who attend in person or who participate by telephone will receive ~~$1,000;~~$1,500; and
	•	For special Board meetings, all non-employee directors who attend in person or who participate by telephone will receive ~~$1,000.~~$1,500.

The Board is currently contemplating changing the compensation for non-employee directors to eliminate the meeting fees and increase the retainer amounts. Any such changes would be effective beginning January 1, 2010. Non-employee directors also receive discounts on products carried by the company and its subsidiaries comparable to the discounts offered to all company employees.

Non-Executive Chairman of the Board Compensation

In addition to the compensation received by all non-employee directors, Mr. Fernandez, Sysco’s Non-Executive Chairman of the Board, receives an additional annual retainer of $250,000 per year, paid quarterly.

Directors Deferred Compensation Plan

Non-employee directors may defer all or a portion of their annual retainer, including the Non-Executive Chairman of the Board’s annual retainer, and meeting attendance fees under the Directors Deferred Compensation Plan. Non-employee directors may choose from a variety of investment options, including Moody’s Average Corporate Bond Yield plus 1%, with respect to amounts ~~deferred.~~deferred prior to fiscal 2009. This investment option was reduced to Moody’s Average Corporate Bond Yield, without the addition of 1%, for amounts deferred after fiscal 2008. We credit such deferred amounts with investment gains or losses until the non-employee director’s retirement from the Board or until the occurrence of certain other events. ~~Mr. Cassaday, who is a Canadian citizen, is not eligible to participate in the Directors Deferred Compensation Plan.~~

2005 Non-Employee Directors Stock Plan

As of September ~~11, 2007,~~21, 2009, the non-employee directors held options and shares of restricted stock that were issued under the Amended and Restated 2005 Non-Employee Directors Stock Plan, the Non-Employee Directors Stock Plan, as amended and restated, and the Amended and Restated Non-Employee Directors Stock Option Plan. We may ~~not~~only make ~~any additional grants under the Non-Employee Directors Stock Plan or the Amended and Restated Non-Employee Directors Stock Option Plan, and we may not make any~~ additional grants under the 2005 Non-Employee Directors Stock Plan, ~~after November 11, 2010. Since we may only make grants under the 2005 Non-Employee Directors Stock Plan,~~so the description below relates only to such plan.

Options

The 2005 Non-Employee Directors Stock Plan gives discretion to the Board to determine the size and timing of all option grants under the plan, as well as the specific terms and conditions of all options, but specifies that directors may not exercise an option more than seven years after the grant date and that no more than1/3 of the options contained in any grant may vest per year for the first three years following the grant date. All options currently outstanding under the plan have seven year terms and vest ratably over three years on the anniversary of the grant date.

Generally, if a director ceases to serve as a director of ~~SYSCO,~~Sysco, he or she will forfeit all the options he or she holds, whether or not those options are exercisable. However, if the director leaves the Board after serving out his or her term, or at any time after reaching age 71, his or her options will remain in effect and continue to vest and become exercisable and expire as if the director

62

had remained a director of ~~SYSCO.~~Sysco. All unvested options will automatically vest upon the director’s death, and the director’s estate may exercise the options at any time within three years after the director’s death, but no later than the option’s original termination date.

58

Fiscal ~~2007~~2009 Non-Employee Director Compensation

The following table provides compensation information for fiscal ~~2007~~2009 for each of our non-employee ~~directors:~~directors who served for any part of the fiscal year:

			��		��
							Non-Qualified													Non-Qualified
							Deferred													Deferred
	Fees Earned or Paid		Stock Awards		Option Awards		Compensation		All Other					Fees Earned or Paid		Stock Awards		Option Awards		Compensation		All Other
Name	in Cash($)(1)		($)(2)(3)		($)(3)(4)		Earnings($)(5)		Compensation($)			Total($)		in Cash($)(1)		($)(2)(3)		($)(3)(4)		Earnings($)(5)		Compensation($)			Total($)

Cassaday	$	87,000	$	139,605	$	37,548	$	—		(6	)	$	264,153	$	120,250	$	192,975	$	13,013	$	—			(6)	$	326,238
Craven		74,000		110,096		58,881		6,225		(6	)		249,202		122,000		181,222		11,562		1,768			(6)		316,552
Fernandez		48,000		314,910		26,670		—		(6	)		389,610		101,500		177,477		—		1,584			(6)		280,561
Golden		69,000		110,096		58,881		28,905		(6	)		266,882		91,000		177,476		11,562		21,122			(6)		301,160
Hafner		95,500		131,564		48,621		1,994		(6	)		277,679		126,750		188,808		11,562		—			(6)		327,120
Merrill		85,000		110,096		58,881		26,902		(6	)		280,879
Koerber															103,000		177,511		—		13	$	13,518	(6)		294,042
Merrill(7)															56,000		53,118		11,562		7,153			(6)		127,833
Newcomb		79,000		305,130		24,535		—		(6	)		408,665		101,500		177,477		—		—			(6)		278,977
Sewell		83,000		110,096		58,881		—		(6	)		251,977		104,500		177,476		11,562		13,746			(6)		307,284
Tilghman		103,000		123,100		60,391		—		(6	)		286,491		127,000		183,554		11,562		—			(6)		322,116
Ward		89,500		118,126		58,881		5,300		(6	)		271,807		120,250		181,222		11,562		4,957			(6)		317,991


(1)		Includes retainer fees and meeting fees, including any retainer fees for which the non-employee director has elected to receive shares of ~~SYSCO~~Sysco common stock in lieu of ~~cash.~~cash and fees for the fourth quarter of fiscal 2009 that were paid at the beginning of fiscal 2010. Although we credit shares to a director’s account each quarter, the elected shares are not actually issued until the end of the calendar year unless the director’s service as a member of the Board of Directors terminates. Therefore, the amounts shown with respect to elected shares reflect shares issued at the end of calendar 2008 for calendar 2008 service. The number of shares of stock ~~received by~~actually credited to each non-employee ~~director~~director’s account in lieu of cash during fiscal ~~2007~~2009 is as follows: Mr. Cassaday — ~~1,022~~1,746 shares, Dr. Craven — ~~875~~1,746 shares, Mr. Fernandez — ~~449~~1,437 shares, Mr. Golden — ~~875~~1,437 shares, Mr. Hafner — ~~1,022~~1,746 shares, Dr. Koerber — 1,437 shares, Mr. Merrill — ~~875~~280 shares, Ms. Newcomb — 01,437 shares, Mrs. Sewell — ~~875~~1,437 shares, Mr. Tilghman — ~~1,022~~1,746 shares and Ms. Ward — ~~1,022~~1,746 shares.

(2)		~~On September 8, 2006,~~For fiscal 2009, the Board, upon the recommendation of the Corporate Governance and Nominating Committee, determined that it would grant approximately $160,000 in long-term incentives to each of the non-employee directors. Therefore, on November 11, 2008, the Board granted each of the non-employee directors ~~except for~~other than Mr. ~~Fernandez, who did not become a director until November 2006, 3,000~~Merrill 6,403 shares of restricted stock valued at ~~$31.73~~$24.99 per ~~share. On~~share, the closing price of Sysco common stock on the New York Stock Exchange on November 10, ~~2006,~~2008. Mr. Merrill had served a portion of his term during fiscal 2009, but was not standing for re-election at the November 2008 Annual Meeting of Stockholders; therefore, on November 11, 2008, the Board granted Mr. ~~Fernandez 3,000~~Merrill 1,601 shares of restricted stock valued at ~~$34.99~~$24.99 per ~~share. In addition, each~~share, the closing price of ~~Mr. Fernandez and Ms. Newcomb received a one-time retainer~~Sysco common stock ~~award of 6,000 shares~~on the New York Stock Exchange on November 10, ~~2006 valued at $34.99 per share.~~2008. The amounts in this column reflect the dollar amount recognized for financial statement reporting purposes for the fiscal year ended June ~~30, 2007~~27, 2009 in accordance with Statement of Financial Accounting Standards No. 123R, “Share-based ~~Payments”~~Payments,” and include amounts from awards issued prior to fiscal ~~2007~~2009 as well as those issued during and with respect to fiscal ~~2007.~~2009. See Note 1316 of the consolidated financial statements in ~~SYSCO’s~~Sysco’s Annual Report for the year ended June ~~30, 2007~~27, 2009 regarding assumptions underlying valuation of equity awards.

The amounts in this column also reflect the dollar amount recognized for financial statement reporting purposes for the fiscal year ended June ~~30, 2007~~27, 2009 in accordance with Statement of Financial Accounting Standards No. 123R with respect to a 50% stock match for directors who elect to receive a portion of their annual retainer fee in common stock. The value of any “elected” shares is included in the column entitled “Fees Earned or Paid in Cash” as described in footnote (1) above. See “2005 Non-Employee Directors Stock Plan” above for a more detailed description. Although we credit shares to a director’s account each quarter, the shares are not actually issued until the end of the calendar year unless the director’s service as a member of the Board of Directors terminates. Therefore, the amounts shown with respect to matched shares reflect shares issued at the end of calendar 2008 for calendar 2008 service. The ~~actual~~ number of additional shares actually credited to each non-employee ~~directors’~~director’s account during fiscal ~~2007 and reflected in this column~~2009 is as follows: Mr. Cassaday — ~~509~~873 shares, Dr. Craven — ~~436~~873 shares, Mr. Fernandez — ~~224~~717 shares, Mr. Golden — ~~436~~717 shares, Mr. Hafner — ~~509~~873 shares, Dr. Koerber — 717 shares, Mr. Merrill — ~~436~~140 shares, Ms. Newcomb — 0717 shares, Mrs. Sewell — ~~436~~717 shares, Mr. Tilghman — ~~509~~873 shares and Ms. Ward — ~~509~~873 shares.

6064


(3)		The aggregate number of options and unvested stock awards ~~and options~~ held by each non-employee director as of June ~~30, 2007~~27, 2009 was as follows:


	Aggregate Unvested Stock		Aggregate Options		Aggregate Unvested Stock		Aggregate Options
	Awards Outstanding as of		Outstanding as of		Awards Outstanding as of		Outstanding as of
	June 30, 2007		June 30, 2007		June 27, 2009		June 27, 2009

Cassaday		9,000		15,000		11,932		15,000
Craven		5,000		47,000		10,598		47,000
Fernandez		9,000		3,500		12,598		3,500
Golden		5,000		71,000		10,598		55,000
Hafner		7,667		23,000		11,932		23,000
Koerber						9,410		—
Merrill		5,000		71,000		5,796		55,000
Newcomb		9,000		3,500		12,598		3,500
Sewell		5,000		63,000		10,598		55,000
Tilghman		7,667		31,000		10,598		31,000
Ward		6,334		39,000		10,598		39,000


(4)		~~On September 8, 2006, the Board granted each~~None of the non-employee directors ~~(except for Mr. Fernandez, who did not become a director until November 2006) an~~received option to purchase 3,500 shares at an exercise price of $31.73 and with a FAS 123(R) value of $7.01 per share. On November 10, 2006, the Board granted Mr. Fernandez an option to purchase 3,500 shares at an exercise price of $34.99 and with a FAS 123(R) value of $7.62 per share.grants during fiscal 2009. The amounts in this column reflect the dollar amount recognized for financial statement reporting purposes for the fiscal year ended June ~~30, 2007~~28, 2008 in accordance with Statement of Financial Accounting Standards No. 123R, “Share-based Payments” and ~~includes~~include amounts from awards issued during or prior to fiscal ~~2007 as well as those issued during and with respect to fiscal 2007.~~2006. See Note ~~13 of~~16of the consolidated financial statements in ~~SYSCO’s~~Sysco’s Annual Report for the year ended June ~~30, 2007~~27, 2009 regarding assumptions underlying valuation of equity awards.

(5)		We do not provide a pension plan for the non-employee directors. The amounts shown in this column represent above-market earnings on amounts deferred under the Non-Employee Director Deferred Compensation Plan. Directors who do not have any amounts in this column were not eligible to participate in such plan, did not participate in such plan or did not have any above-market earnings.

(6)		The amount shown with respect to Dr. Koerber reflects the amount paid for spousal travel in connection with business events. The total value of all perquisites and personal benefits received by each of the other non-employee directors, including reimbursements for spousal airfare and meals associated with certain Board meetings, ~~received by each of the non-employee directors~~ was less than $10,000.

(7)		Mr. Merrill retired from the Board of Directors in November 2008.

~~Neither Mr.~~None of Messrs. Schnieders, ~~nor Mr. Stubblefield, prior to his retirement from the Board,~~DeLaney or Spitler received any compensation in or for fiscal ~~2007~~2009 for Board service other than the compensation for ~~their~~his services as an executive ~~officers~~officer that is disclosed elsewhere in this proxy statement.

Non-Employee Director Compensation Consultant

For the past several years and through the first quarter of fiscal ~~2008,~~2010, the Corporate Governance and Nominating Committee has retained Mercer HR Consulting to provide advice regarding non-employee director compensation. At the Corporate Governance and Nominating Committee’s request, Mercer has provided data regarding the amounts and type of compensation paid to non-employee directors at the companies in ~~SYSCO’s~~Sysco’s peer group, ~~as well as identifying~~and has also identified trends in director compensation. All decisions regarding non-employee director compensation are recommended by the Corporate Governance and Nominating Committee and approved by the Board of Directors.

Stock Ownership Guidelines

The Corporate Governance Guidelines provide that after five years of service as a non-employee director, such individuals are expected to continuously own a minimum of 10,000 shares of ~~SYSCO~~Sysco common stock. All of the current directors beneficially held the requisite number of shares as of September ~~11, 2007.~~21, 2009. Stock ownership guidelines applicable to executive officers are described ~~on page 15.~~under “Stock Ownership — Stock Ownership Guidelines.”

Proposed 2009 Non-Employee Directors Stock Plan and Equity Deferral Plan

See “Proposal to Approve the 2009 Non-Employee Directors Stock Plan” for a description of the proposed 2009 Non-Employee Directors Stock Plan. If such plan is approved by the stockholders, we will also implement a Directors Equity Deferral Plan that will include provisions for equity deferrals pursuant to the 2009 Non-Employee Directors Stock Plan.

REPORT OF THE AUDIT COMMITTEE

The Audit Committee has met and held discussions with management and the independent public accountants regarding ~~SYSCO’s~~Sysco’s audited consolidated financial statements for the year ending June ~~30, 2007.~~27, 2009. Management represented to the Audit

61

accountants. The Audit Committee also discussed with the independent public accountants the matters required to be discussed by Statement on Auditing Standards No. 61, as amended and adopted by the Public Company Accounting Oversight Board. ~~SYSCO’s~~Sysco’s independent public accountants provided to the Audit Committee the written disclosures and the letter required by the Independence Standards Board’s Standard No. 1, “Independence Discussions with Audit Committees,” as modified or supplemented, and the Audit Committee discussed with the independent public accountants that firm’s independence.

Based on the Audit Committee’s discussion with management and the independent public accountants and the Audit Committee’s review of the representations of management and the report of the independent public accountants, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in ~~SYSCO’s~~Sysco’s Annual Report onForm 10-K for the year ended June ~~30, 2007~~27, 2009 for filing with the Securities and Exchange Commission.

AUDIT COMMITTEE

Joseph A. Hafner, Jr.

~~Richard G. Merrill~~

Hans-Joachim Koerber
Nancy S. Newcomb

~~Phyllis S. Sewell~~

Richard G. Tilghman, Chairman

Fees Paid to Independent Registered Public ~~Accountants~~Accounting Firm

~~During~~The following table presents fees billed for professional audit services rendered by Ernst & Young LLP for the audit of Sysco’s annual financial statements for fiscal ~~2007~~2009 and ~~2006, SYSCO incurred the following~~2008, and fees billed during those periods for other services ~~performed~~rendered by Ernst & Young LLP:


	Fiscal 2007		Fiscal 2006		Fiscal 2009		Fiscal 2008

Audit Fees(1)	$	3,618,514	$	3,290,000	$	4,147,150	$	5,303,283
Audit-Related Fees~~(1)~~(2)		897,350		1,284,371		513,550		569,021
Tax Fees~~(2)~~(3)		4,130,804		3,513,862		3,034,772		3,458,316
All Other Fees		—		—		—		—


(1)		~~Audit-related~~Audit fees inbilled for fiscal ~~2007~~2009 included ~~$432,896~~$3,625,000 related to the audit and quarterly reviews of the consolidated financial statements (including an audit of the effectiveness of the company’s internal control over financial reporting), $298,750 related to the preparation of audited financial statements for one of the company’s subsidiaries, ~~$387,959~~$215,500 related to ~~acquisition due diligence, $70,000~~comfort letters, consents and assistance with and review of documents filed with the SEC and $7,900 related to ~~audits~~a statutory audit. Audit fees billed for fiscal 2008 included $3,836,000 related to the audit and quarterly reviews of the consolidated financial statements (including an audit of the effectiveness of the company’s ~~benefit plans and $6,495 for other audit-related services. Audit related fees in fiscal 2006 included $1,000,110~~internal control over financial reporting), $1,089,538 related to the preparation of audited financial statements for one of the company’s subsidiaries, ~~$84,329~~$218,500 related to comfort letters, consents, and assistance with and review of documents filed with the SEC and $159,245 for consultations regarding various accounting standards.

(2)		Audit-related fees billed in fiscal 2009 included $211,550 related to acquisition due diligence, $72,000 related to the ~~company’s shelf registration statement and prospectus supplements thereto, $81,892~~audits of the Company’s benefit plans, $225,000 for consultations regarding various accounting standards and ~~assistance~~$5,000 for other audit-related services. Audit-related fees billed in ~~responding to an SEC comment letter, $63,500 for consultations~~fiscal 2008 included $489,526 related to ~~SFAS 123(R), $32,000~~acquisition due diligence, $39,000 for agreed upon procedures related to ~~audits~~one of the subsidiaries, $34,000 related to the audit of one of the company’s benefit plans and ~~$22,540~~$6,495 for other audit-related services.

~~(2)~~(3)		Tax fees billed in fiscal ~~2007~~2009 included ~~$2,862,693~~$2,415,815 related to local, state, provincial and federal income tax return preparation, ~~$1,094,620~~$320,909 related to various tax examinations, ~~$70,773~~$177,206 related to a transfer pricing study, ~~$66,879~~$115,842 related to various state tax matters and $5,000 related to the Company’s benefit plans filing. Tax fees billed in fiscal 2008 included $2,691,656 related to local, state, provincial and federal income tax return preparation, $515,752 related to various tax examinations, $221,736 related to a transfer pricing study, $25,459 related to a review of certain subsidiary legal structures and ~~$35,839~~$3,713 related to various state tax matters. Tax fees in fiscal 2006 included $2,599,223 related to an income tax compliance outsourcing arrangement with the company’s independent auditor,$788,301 with respect to various tax examinations, $85,000 for a transfer pricing study and $41,338 related to a review of the company’s international legal structure.

Pre-Approval Policy

In February 2003, the Audit Committee adopted a formal policy concerning approval of audit and non-audit services to be provided by the independent auditor to the company. The policy requires that all services, including audit services and permissible audit related, tax and non-audit services, to be provided by Ernst & Young LLP to the company, be pre-approved by the Audit Committee. All of the services performed by Ernst & Young in or with respect to fiscal ~~2007~~2009 and fiscal 2008 were approved in advance by the Audit Committee pursuant to the foregoing pre-approval policy and procedures. During fiscal ~~2007,~~2009, Ernst & Young did not provide any services prohibited under the Sarbanes-Oxley Act.

6266

PROPOSAL TO APPROVE THE 2009 NON-EMPLOYEE

DIRECTORS STOCK PLAN ITEM NO. 2 ON THE PROXY CARD

The 2009 Non-Employee Directors Stock Plan (the “Plan”) was recommended by the Corporate Governance and Nominating Committee (the “Committee”) on September 3, 2009, and adopted by the Board of Directors on September 3, 2009, subject to stockholder approval. If approved by the stockholders at the Annual Meeting, the Plan will become effective on November 18, 2009.

The Plan will replace the 2005 Non-Employee Directors Stock Plan (the “Prior Directors Plan”). We expect to issue elected shares and the related additional shares credited for calendar 2009 service on December 31, 2009 or as soon as practicable thereafter and, as described in the following paragraph, we will also make our annual grants of restricted stockand/or restricted stock units to non-employee directors in November 2009. With respect to any such issuances, shares may be issued under either the Prior Directors Plan or, after its effective date, the Plan.

As of September 21, 2009, 153,500 shares were available for the issuance of options, 73,294 shares were available for the issuance of restricted stock, restricted stock units, stock elections and stock matches, and 10,000 shares were available for issuance pursuant to dividend equivalent rights under the Prior Directors Plan. Of the 73,294 shares available as of September 21, 2009 under the Prior Directors Plan for the issuance of restricted stock, restricted stock units, stock elections and stock matches, 12,473 shares had been allocated to directors’ accounts for elected and matched shares for the first half of calendar 2009 and allocations of approximately the same amount will be made in the second half of calendar 2009. This amount will fluctuate based on the closing price of Sysco’s common stock on September 30, 2009 and December 31, 2009. Our stock option grant administrative guidelines set the second Tuesday in November as the annual grant date, subject to certain exceptions. For 2009, that would be Tuesday, November 10, approximately one week before the Annual Meeting at which stockholders will be asked to approve the Plan. For fiscal 2009, the Board determined that it would grant approximately $160,000 in long-term incentives to each of the non-employee directors, resulting in the issuance of 65,631 shares in November 2008. We do not know the exact number of shares that will be granted to non-employee directors in November 2009, although the Board currently expects to make an award similar to the one granted in November 2008. Based on Sysco’s closing stock price on September 21, 2009, such an award would use approximately 62,500 of the remaining shares available for the issuance of restricted stock pursuant to the Prior Directors Plan. As a result, if the Plan is approved, a substantial portion of the shares allocated to directors’ accounts for elected and matched shares in calendar 2009 will be issued under the Plan, instead of the Prior Directors Plan. If the Plan is not approved, each director will receive cash in lieu of the elected and matched shares he or she otherwise would have received for calendar 2009. See “Director Compensation” for information regarding non-employee director compensation, including awards granted under the Prior Directors Plan in fiscal 2009.

Stockholder Approval

Under applicable New York Stock Exchange rules, stockholder approval is required with respect to all equity compensation plans.

Sysco Stock Price

On September 21, 2009, the closing price of Sysco’s common stock as reported by the NYSE was $25.59.

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The 2009 Non-Employee Directors Stock Plan

The following is a summary of the principal provisions of the Plan. The full text of the Plan is attached hereto as Annex A.

Key Terms of the Plan


Plan Term		The Plan is effective through November 18, 2016
Eligible Participants		All members of Sysco’s Board of Directors who are not current employees of Sysco or any of its subsidiaries
Total Shares Authorized		750,000 shares of Sysco’s common stock are reserved for issuance under the Plan
Shares Authorized Under the Plan as a Percent of Outstanding Shares (based on Shares Outstanding as of September 21, 2009)		Approximately 0.13%
Award Types		Restricted Stock, Restricted Stock Units, Elected Shares and Additional Shares (all types, collectively, “awards”)
Vesting Period for Restricted Stock and Restricted Stock Units		Determined by the Committee, but no earlier than one year following the date of grant

Purpose

The purpose of the Plan is to make available shares of common stock for award to or purchase by non-employee directors of Sysco in order to attract, retain and provide compensation for the services of experienced and knowledgeable non-employee directors for the benefit of Sysco and its stockholders, and enable them to increase their ownership of Sysco common stock and their personal financial stake in the Company, in addition to underscoring their common interest with stockholders in increasing the value of Sysco over the long term.

Eligibility

All members of Sysco’s Board of Directors who are not current employees of Sysco or any of its subsidiaries are eligible to participate in the Plan. There currently are ten non-employee directors on the Board.

Adjustments to Shares Subject to the Plan

The number of shares covered by the Plan is subject to adjustment in the event of stock dividends, stock splits, combinations of shares, mergers, consolidations, rights offerings, reorganizations or recapitalizations, or in the event of other changes in Sysco’s corporate structure or shares. Any such adjustment will be made only if adjustments are made to awards under the Company’s incentive plans for management then in effect. Shares issued under the Plan may consist, in whole or in part, of authorized but unissued shares, treasury shares or shares purchased on the open market.

If any shares of common stock subject to an award are forfeited or cancelled, or if an award terminates or expires without a distribution of shares to the grantee, the shares with respect to such award will, to the extent of any forfeiture or cancellation, again be available for awards under the Plan. Shares will not again be available if such shares are surrendered or withheld as payment of withholding taxes in respect of an award. Awards that are settled solely in cash will not reduce the number of shares of Common Stock available for awards.

Administration of the Plan

The Plan is administered by the Board. The Board has the authority to terminate or amend the Plan, to determine the terms and provisions of the respective award agreements, to construe award agreements and the Plan, and to make all other determinations in the judgment of the Board necessary or desirable for the administration of the Plan. However, the Plan may not be amended by the Board to revoke or alter any provision in a manner which is unfavorable to the grantee of Restricted Stock, Restricted Stock Units, Elected Shares or Additional Shares then outstanding. In addition, certain material amendments of the Plan are subject to stockholder approval, including increasing the number of shares authorized for issuance, expanding the types of awards that may be granted, materially expanding the class of participants or materially extending the term of the Plan.

The Board may delegate any or all of its authority under the Plan to the non-employee directors, or to any two or more thereof. The Corporate Governance and Nominating Committee, pursuant to its charter, is charged with providing guidance and making recommendations to the Board on director compensation and on current and prospective director benefit plans, including incentive compensation and equity-based plans.

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Restricted Stock and Restricted Stock Units

The Board of Directors may grant shares of Restricted Stockand/or Restricted Stock Units to participants in such amounts and upon such terms and conditions as the Board shall determine; provided, however, that no grant of Restricted Stock or of any Restricted Stock Unit shall in any event vest earlier than one year following the date of grant. Grants of Restricted Stock are grants of common stock and Restricted Stock Units are awards denominated in units whose value is derived from common stock. Awards of Restricted Stock and Restricted Stock Units may be subject to forfeiture based on the passage of time, the achievement of performance goals,and/or upon the occurrence of other events as determined by the Board in its discretion.

The Board may impose, at the time of grant or any time thereafter, such other conditionsand/or restrictions on any shares of Restricted Stock or Restricted Stock Units granted pursuant to the Plan as it may deem advisable including, without limitation, a requirement that participants pay a stipulated purchase price for each share of Restricted Stock or each Restricted Stock Unit, that specific performance goals be obtained, the imposition of time-based restrictions on vesting following the attainment of the performance goals, time-based restrictions, restrictions under applicable laws or under the requirements of any stock exchange or market upon which such shares are listed or traded, or holding requirements or sale restrictions placed on the shares following vesting.

Common stock subject to a Restricted Stock Award may not be sold, assigned, transferred, pledged or otherwise encumbered prior to the date it is vested. Restricted Stock Units may not be transferred, except as otherwise specified by the Board.

To the extent required by law, non-employee directors in whose names shares of Restricted Stock are issued shall be granted the right to exercise full voting rights with respect to those shares during the period of restriction. A participant shall have no voting rights with respect to any Restricted Stock Units. During the period of restriction, non-employee directors holding shares of Restricted Stock or Restricted Stock Units may, if the Board so determines, be credited with dividends paid with respect to the underlying shares or dividend equivalents. The Board, in its sole discretion, may determine the form of payment of dividends or dividend equivalents, including cash, unrestricted common stock, Restricted Stock, or Restricted Stock Units. When and if Restricted Stock Units become payable, a non-employee director having received the grant of such units shall be entitled to receive payment from the Company in cash, in shares of common stock of equivalent value (based on the fair market value thereof on the first business day prior to the date on which the Restricted Stock Units became payable), in some combination thereof, or in any other form determined by the Board in its sole discretion.

Elected and Additional Shares

A non-employee director who is otherwise eligible to receive an annual cash retainer fee for services provided as a director, including any additional retainer fee paid to the Non-Executive Chairman of the Board for his or her service in such capacity and any fees paid to a committee chairman for his or her service in such capacity, may elect to forego up to 100% of his or her annual retainer fee, in 10% increments (exclusive of any fees or other amounts payable for attendance at meetings of the Board or for service on any committee thereof), and receive in its stead Sysco common stock, in an amount determined as set forth below. Upon making such an election, the elected amount is deducted ratably from the quarterly payment of the director’s annual retainer fee, and the electing director’s account is credited on the date of each quarterly payment of the annual retainer fee (“Quarterly Payment Date”) with that number of shares of Sysco common stock determined by dividing his or her elected amount by the fair market value, as defined in the Plan, of one share of Sysco common stock as of the first business day prior to such Quarterly Payment Date (“Elected Shares”).

A non-employee director who chooses Elected Shares, as described in the previous paragraph, also receives that number of shares of common stock determined by dividing 50% of the elected amount attributable to the portion of the Elected Shares representing up to half of his or her annual retainer fee (excluding any additional retainer fee paid for chairing the Board or one of its committees and any fees paid for meeting attendance or service on a committee), by the fair market value of one share of Sysco common stock as of the first business day prior to such Quarterly Payment Date (“Additional Shares”).

The issuance date of common stock credited pursuant to a non-employee director’s election to forego up to 100% of his or her annual retainer fee is December 31 of the calendar year as to which the director has elected to receive stock in lieu of cash retainer payments or the last business day prior to December 31, if December 31 is not a business day of the Company’s transfer agent. If a director who has elected to receive common stock in lieu of cash retainer payments ceases to be a director for any reason, certificates for such shares shall be issued within 60 days following the date such director ceases to serve on the Board.

All Elected Shares and Additional Shares are 100% vested as of the date they are credited to the electing director. Additional Shares, however, may not be sold or transferred for a period of one year after the date on which they are issued, or, if deferred, the date as of which they would have been issued, but for the deferral (the “Restriction”). The Restriction remains in

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effect after the date an electing director ceases to be a director; provided, however, that the Restriction lapses (i) if an electing director ceases to be a director by reason of disability or under circumstances which would not cause forfeiture of unvested Restricted Stock or Restricted Stock Units (as discussed at “Termination of Service” below); or (ii) on the date of certain defined changes of control of Sysco. For a description of change in control provisions contained within the Plan, see “Change in Control” under the Proposal to Approve Amendments to the 2007 Stock Incentive Plan.

Deferral of Shares

A non-employee director may elect to defer receipt of all or any portion of any shares of common stock issued under the Plan, whether such shares are to be issued as a grant of Restricted Stock, Elected Shares or Additional Shares, or upon the vesting of a Restricted Stock Unit grant. Generally, the receipt of stock may be deferred until the earliest to occur of the death of the non-employee director, the date on which the non-employee director ceases to be a director of the Corporation, or a change of control of Sysco. All such deferral elections shall be made in accordance with the terms and conditions set forth in Sysco’s 2009 Board of Directors Stock Deferral Plan.

Termination of Service

Under the Plan, unless otherwise determined by the Board, upon cessation of service as a non-employee director, all unvested Restricted Stock Awards and Restricted Stock Units are forfeited, unless:


	•	The non-employee director serves out his or her term but does not stand for reelection at the end of the term;
	•	The non-employee director retires from service prior to the expiration of his or her term and after attaining age 71; or
	•	Termination is due to the death of the non-employee director.

Upon a non-employee director’s death, all unvested Restricted Stock Awards and Restricted Stock Units will vest, and all restrictions with respect to Additional Shares will lapse.

Other Rights

No non-employee director has any claim or right to be granted or issued a Restricted Stock Award, Restricted Stock Unit, Elected Shares or Additional Shares, except as provided in the Plan. Nothing contained in the Plan shall be construed as giving any non-employee director any right to be retained as a director of the Company.

Effect of Plan Termination

No awards may be credited or awarded under the Plan after its termination date, but Restricted Stock or Restricted Stock Units granted prior to Plan termination shall continue to vest and be paid in accordance with their terms and Elected Shares and Additional Shares credited prior to Plan termination shall continue to be subject to the terms of the Plan and may be issued in accordance with the terms of the Plan.

U.S. Federal Income Tax Consequences

The following is a general description of the U.S. federal income tax consequences of awards granted under the Plan. This summary does not address any state, local, foreign or other non-federal income tax consequences associated with the Plan. This discussion is intended for the information of stockholders considering how to vote at the annual meeting and not as tax guidance to individuals who participate in the Plan. Participants in the Plan should consult their own tax advisors to determine the tax consequences to them based on their own particular circumstances.

Restricted Stock. Upon the grant of Restricted Stock, no income is recognized by a non-employee director (unless the director timely makes an election under Section 83(b) of the Internal Revenue Code (“Section 83(b)”), and the Company is not allowed a deduction at that time. When the award vests and is no longer subject to a substantial risk of forfeiture for federal income tax purposes, the non-employee director recognizes taxable ordinary income in an amount equal to the fair market value at the time of vesting of the Restricted Stock (less the purchase price paid for the shares, if any), and the Company is entitled to a corresponding deduction at that time. If a non-employee director makes a timely election under Section 83(b), then the non-employee director recognizes taxable ordinary income in an amount equal to the fair market value at the time of grant of the Restricted Stock (less the purchase price paid for the shares, if any), and the Company is entitled to a corresponding deduction at that time.

Restricted Stock Units. Upon the grant of a Restricted Stock Unit, no income is recognized by the non-employee director, and the Company is not allowed a deduction at that time. When the award vests and is no longer subject to a substantial risk of

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forfeiture for federal income tax purposes, the non-employee director recognizes taxable ordinary income in an amount equal to the cash or the fair market value at the time of vesting of the shares received by the non-employee director (less the purchase price paid for the shares, if any), and the Company is entitled to a corresponding deduction at that time.

Elected Shares and Additional Shares. A non-employee director who elects to receive Elected Shares and Additional Shares will recognize ordinary compensation income in an amount equal to the fair market value of such shares as of the date they are credited to his or her account. The Company will generally be entitled to a deduction for the amount included in the income of the non-employee director for the Company’s taxable year within which the non-employee director’s taxable year ends.

Section 409A of the Internal Revenue Code. Awards made under the Plan, including awards granted under the Plan that are considered to be deferred compensation for purposes of Section 409A of the Internal Revenue Code (“Section 409A”), must satisfy the requirements of Section 409A to avoid adverse tax consequences to recipients, which could include the inclusion of amounts not payable currently in income, and an excise tax of 20% tax on any amount included in income and interest. The company intends to structure any awards under the Plan such that the requirements under Section 409A are either satisfied or are not applicable to such awards.

Deferred Compensation. Stock that is deferred by a non-employee director under the Plan pursuant to the terms of the 2009 Board of Directors Stock Deferral Plan, and deemed dividends, if any, payable with respect to the deferred stock will be taxed as ordinary compensation upon receipt by the non-employee director and the Company is entitled to a corresponding deduction at that time.

Certain Interests of Directors

In considering the recommendation of the Board with respect to the Plan, stockholders should be aware that members of the Board have interests that present them with conflicts of interest in connection with this proposal to approve the Plan, as non-employee directors would be eligible for the grant of awards under the Plan. However, the Board believes that approval of the Plan will advance the interests of the Company and its stockholders by encouraging non-employee directors to make significant contributions to the long-term success of the company and attracting future non-employee directors.

Required Vote

The affirmative vote of a majority of votes cast, either for, against or abstain, is required to approve this proposal. In addition, the total votes cast on the proposal must represent over 50% of shares outstanding. Broker non-votes are not considered to be votes cast for either of these purposes.

The Board of Directors recommends a vote FOR approval of the 2009 Non-Employee Directors Stock Plan.

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PROPOSAL TO APPROVE AMENDMENTS TO THE 2007 STOCK INCENTIVE PLAN
ITEM NO. 23 ON THE PROXY CARD

On September ~~19, 2007,~~3, 2009, upon recommendation of the Compensation Committee, the Board of Directors ~~adopted~~amended the 2007 Stock Incentive Plan, subject to stockholder approval. If approved by the stockholders at the Annual Meeting, the amendments to the 2007 Stock Incentive Plan will become effective on November 18, 2009.

Proposed Amendments to the 2007 Stock Incentive Plan

If approved, the Plan would be amended as follows.


1)	Increase the Total Number of Shares Authorized for Issuance under the Plan

The proposed amendments would increase the total number of number of shares available for issuance under the Plan from 30 million to 55 million. As of September 21, 2009, 14,038,419 shares or options to purchase shares had been issued under the Plan, leaving 15,961,581 shares available for issuance. As such, the proposed amendments would increase the total shares remaining available for issuance by 25 million to 40,961,581. The amounts discussed in this proposal do not take into account the issuance on October 5, 2009 of options to purchase 75,000 shares and 5,000 restricted stock units to Sysco’s newly appointed Executive Vice President and Chief Financial Officer.


2)	Increase the Total Number of Shares Authorized for Issuance as Options and Stock Appreciation Rights under the Plan

The proposed amendments would increase the total number of number of shares available for issuance as Options and Stock Appreciation Rights, or SARs, under the Plan from 25 million to 55 million. As of September 21, 2009, Options to purchase 13,962,597 shares and no SARSs had been issued under the Plan, leaving 11,037,403 shares available for issuance as Options and SARs. As such, the proposed amendments would increase the shares remaining available for issuance as Options and SARs by 30 million to 40,961,581 (although only 25 million of such shares are for a new authorization; approximately 4.9 million of such shares were previously authorized for the issuance of Restricted Stock, Restricted Stock Units and Other Stock-Based Awards and the amendments simply allow them to be used for options and SARs to the extent that they are not used for such full-value awards). Our stock option grant administrative guidelines set the second Tuesday in November as the annual grant date. For 2009, that would be Tuesday, November 10, approximately one week before the Annual Meeting at which stockholders will be asked to approve these amendments to the Plan. In November 2008, we issued a total of approximately 7.8 million options to employees. We do not know the exact number of options that will be granted to employees in November 2009; however, if the number of option awards were similar to those awarded in November 2008, approximately 3.2 million shares would remain available for the issuance of Options and SARs prior to approval of the proposed amendments.

All other provisions relating to Options and SARs in the Plan, including the definition of each term, remain unchanged by the proposed amendments.


3)	Increase the Total Number of Shares Authorized for Issuance as Restricted Stock, Restricted Stock Units and Other Stock-Based Awards under the Plan and Remove the Provision Allowing Issuances in Excess of the Total Number of Shares Authorized for such Awards

The proposed amendments would increase the total number of shares available for issuance as Restricted Stock, Restricted Stock Units and Other Stock-Based Awards under the Plan from 5 million to 10 million. As of September 21, 2009, 75,822 shares had been issued as Restricted Stock, Restricted Stock Units and Other Stock-Based Awards under the Plan, leaving 4,924,178 shares available for issuance as Restricted Stock, Restricted Stock Units and Other Stock-Based Awards, prior to the adjustment described below. As such, the proposed amendments would increase the shares remaining available for issuance as Restricted Stock, Restricted Stock Units and Other Stock-Based Awards by 5 million to 9,924,178. If any of such shares are issued, they will reduce the number of shares available for the issuance of Options and SARs described above. The Compensation Committee removed the 28% stock match from our Management Incentive Plan, beginning with the fiscal 2009 bonus that would have been payable in fiscal 2010. This change was made in order to shift the compensation mix emphasis from short-term to longer-term incentives, with the expectation that such portion of the bonus will be replaced beginning in November 2009 with grants of restricted stock or restricted stock units vesting over a three-year period. It is currently expected that less than 1 million shares will be issued as Restricted Stock or Restricted Stock Units in November 2009.

The proposed amendments would also remove a provision in the Plan that provides that Restricted Stock, Restricted Stock Units and Other Stock-Based Awards may be issued in excess of the limitation contained in the previous paragraph, provided

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that the aggregate number of shares available for issuance under the Plan is reduced by four shares for each share in excess of the limitation. As of September 21, 2009 and prior to the amendment to remove this provision, if no further grants of Options or SARs were made pursuant to the Plan, up to 2,759,350 shares of Restricted Stock, Restricted Stock Units and Other Stock-Based Awards could be issued in reliance on this provision.

All other provisions relating to Restricted Stock, Restricted Stock Units and Other Stock-Based Awards in the Plan, including the definition of each term, remain unchanged by the proposed amendments.


4)	Clarify an Ambiguity regarding the Duration of the Plan

The proposed amendments would clarify an ambiguity contained in Section 5.1 of the Plan regarding the Plan’s duration. Section 5.1 states that the Plan shall have a duration of seven years from its Effective Date, which was November 9, 2007. In the 2007 proxy statement, the proposal to approve the Plan also states that the Plan has a term of seven years. However, the last line of Section 5.1 provides that no Award may be granted under the Plan on a date more than three years after the Effective Date. The proposed amendments would remove this prohibition and clarify that awards may be made under the Plan through November 9, 2014.


5)	Remove Certain Provisions of only Historical Significance

With respect to the Plan’s three-year rolling average annual usage rate limitation, Section 3.1 of the Plan sets the method of calculation for fiscal years 2008 and 2009. As the calculation of this rate for fiscal years 2008 and 2009 is no longer relevant for purposes of Plan administration, the proposed amendments would remove this language from Section 3.1.

Stockholder Approval Required

Under applicable New York Stock Exchange rules and by terms contained within the ~~company~~Plan, stockholder approval is required to ~~obtain stockholder approval~~approve any increase in the number of shares available for issuance under the ~~2007 Stock Incentive~~Plan and for certain other material revisions to the Plan. In addition, stockholder approval ~~of the 2007 Stock Incentive Plan~~ is ~~necessary to allow the~~required for a company to (i) grant incentive stock options (“ISOs”) to employees under Section 422 of the Internal Revenue Code and to(ii) ensure that certain compensation ~~paid under the 2007 Stock Incentive Plan~~ can be eligible for an exemption from the limits on tax deductibility imposed by Section 162(m) of the Internal Revenue Code ~~which~~(“Section 162(m)”). Section 162(m) limits the deductibility of certain compensation paid to individuals, referred to herein as 162(m) Officers, who are, at the end of the tax year in which the company would otherwise claim its tax deduction, the company’s chief executive officer and its other three highest-paid executive officers other than the ~~Chief Financial Officer (“162(m) Officers”).~~ chief financial officer.

Sysco Stock Price

On September ~~11, 2007,~~21, 2009, the closing price of ~~SYSCO’s~~Sysco’s common stock as reported by the NYSE was ~~$33.46.~~$25.59.

The 2007 Stock Incentive Plan

The following is a summary of the principal provisions of the Plan, as proposed to be amended. The full text of the Plan, including the proposed amendments described above, is attached hereto as Annex B.

Key Terms of the ~~2007 Stock Incentive~~ Plan


~~Plan Term~~		~~7 years~~

Plan Term		The Plan is effective and awards may be granted through November 9, 2014
Eligible Participants		All employees selected by the Committee

Total Shares Authorized (including prior issuances)		~~30,000,000,~~55 million, with up to ~~25,000,000~~55 million authorized to be issued as ~~options~~Options or SARs and ~~except as provided below,~~ up to ~~5,000,000~~10 million authorized to be issued as ~~other types~~Restricted Stock, Restricted Stock Units and Other Stock-Based Awards
Awards Outstanding (as of ~~awards, including restricted stock; provided, however, that~~September 21, 2009)		Options with respect to ~~the extent that more than 5,000,000~~13,962,597 shares, as well as 75,822 shares of unvested Restricted Stock; as of September 21, 2009, there are ~~issued pursuant to such other awards, each share issued above 5,000,000 will reduce the~~no outstanding SARs, Restricted Stock Units or Other Stock-Based Awards

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Shares Remaining Available for Issuance (as of September 21, 2009)		15,961,581 total shares would remain available for issuance under the Plan, ~~by four~~with 11,037,403 shares available for issuance as Options and SARs and up to 4,924,178 shares available for issuance as Restricted Stock, Restricted Stock Units and Other Stock-Based Awards

~~Shares Authorized~~	Our stock option grant administrative guidelines set the second Tuesday in November as the annual grant date. For 2009, that would be Tuesday, November 10, approximately one week before the Annual Meeting at which stockholders will be asked to approve these amendments to the Plan. In November 2008, we issued a ~~Percent~~total of ~~Outstanding~~~~Shares (as~~approximately 7.8 million options to employees. We do not know the exact number of ~~September 11,~~~~2007)~~		~~Approximately 4.9%~~options that will be granted to employees in November 2009; however, if the number of option awards were similar to those awarded in November 2008, approximately 3.2 million shares would remain available for the issuance of Options and SARs prior to approval of the proposed amendments.
		The Compensation Committee removed the 28% stock match from our Management Incentive Plan, beginning with the fiscal 2009 bonus that would have been payable in fiscal 2010. This change was made in order to shift the compensation mix emphasis from short-term to longer-term incentives, with the expectation that such portion of the bonus will be replaced beginning in November 2009 with grants of restricted stock or restricted stock units vesting over a three-year period. It is currently expected that less than 1 million shares will be issued as Restricted Stock or Restricted Stock Units in November 2009.
Three-Year Rolling Average Annual Utilization RateLimitation		1.5% of common shares outstanding

Award Types		Stock Options (Incentive and Non-Qualified) (“Options”), Restricted Stock, Restricted Stock Units, ~~other~~Other Stock-Based Awards, and Stock Appreciation Rights (“SARs”) (all types, collectively, “awards”)

Individual Share Limits		Options and/or SARs relating to no more than 750,000 shares may be granted to any individual in any given fiscal year, and all awards other than Options and SARs granted to any individual in any given fiscal year are limited to no more than 250,000 shares

Vesting Period		Determined by the Committee, but no more than one-third of the shares subject to each grant may vest per year for the first three years, except for awards conditioned on the attainment of Performance Goals

Stock Option Exercise Period		Determined by the Committee, but not more than seven years from the date of grant

Stock Option Exercise Price		Not less than fair market value on date of grant, defined as the closing price on the NYSE on the day prior to grant

Prohibited		• Repricings without stockholder approval

		• Reload options and discounted stock options

		• Acceleration of payment or vesting of any award other than for death, disability, or retirement or upon a change in control

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Purpose of the ~~2007 Stock Incentive~~ Plan

The purpose of the ~~2007 Stock Incentive~~ Plan is to promote the interests of the company and its stockholders by providing executive officers and other employees of the company and its defined subsidiaries with appropriate incentives and rewards to encourage them to enter into and remain in their positions with the company and to acquire a proprietary interest in the long-term success of the

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company, as well as to reward the performance of these individuals in fulfilling their personal responsibilities for long-range and annual achievements.

We believe strongly that our equity compensation programs and emphasis on employee stock ownership have been integral to our past success and will be important to our ability to achieve consistently superior performance in the years ahead. ~~Therefore, the approval of the proposed 2007 Stock Incentive Plan is vital to our ability to achieve our future growth goals and create even greater stockholder value.~~

Administration of the ~~2007 Stock Incentive~~ Plan

Unless otherwise determined by the Board, the Compensation Committee (the “Committee”) ~~will administer~~administers the ~~2007 Stock Incentive~~ Plan. The Committee is composed solely of “non-employee directors” within the meaning ofRule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), “outside directors” within the meaning of Section 162(m) of the Internal Revenue Code, and “independent directors” within the meaning of NYSE listing standards.

The Committee ~~will have~~has the power, in its discretion, to grant awards under the ~~2007 Stock Incentive~~ Plan, to select the individuals to whom awards are granted, to determine the terms of the grants, to interpret the provisions of the ~~2007 Stock Incentive~~ Plan and to otherwise administer the ~~2007 Stock Incentive~~ Plan. Except as prohibited by applicable law or stock exchange rules, the Committee may delegate all or any of its responsibilities and powers under the ~~2007 Stock Incentive~~ Plan to one or more of its members, including, without limitation, the power to designate participants and determine the amount, timing and term of awards under the ~~2007 Stock Incentive~~ Plan. In no event, however, shall the Committee have the power to accelerate the payment or vesting of any award, other than in the event of death, disability, retirement or a change in control of the company.

The ~~2007 Stock Incentive~~ Plan provides that members of the Committee shall be indemnified and held harmless by the company from any loss or expense resulting from claims and litigation arising from actions related to the ~~2007 Stock Incentive~~ Plan.

Adjustments to Shares Subject to the ~~2007 Stock Incentive~~ Plan

Subject to the adjustments described below, the maximum number of shares of SYSCO common stock that may be delivered pursuant to the 2007 Stock Incentive Plan during its term shall be 30 million. The following additional maximums are imposed under the 2007 Stock Incentive Plan: (i) the maximum number of shares of common stock that may be issued pursuant to stock options and SARs is 25 million; (ii) the maximum number of shares of common stock that may be issued pursuant to awards other than stock options and SARs is 5 million, adjusted as follows: up to 11,250,000 shares may be issued in connection with awards other than options and SARs, provided that for every share in excess of 5 million awarded with respect to such other awards, the aggregate number of shares available under the 2007 Stock Incentive Plan shall be reduced by four shares; (iii) the maximum number of shares that may be covered by all stock options~~and/or~~ SARs granted to any individual during any fiscal year is 750,000; (iv) the maximum number of shares that may be covered by all awards other than stock options and SARs granted to any individual during any fiscal year is 250,000; and (v) the company’s three-year rolling average annual usage of shares under the Plan will not exceed 1-1/2% of total shares outstanding, measured as of the first day of each fiscal year in which grants are being made; for fiscal 2008 and fiscal 2009, this calculation shall be made by reference to the company’s usage of shares under the 2004 Stock Option Plan for fiscal 2006 and fiscal 2007, which was 0.77% and 1.05%, respectively. If the 2007 Stock Incentive Plan is approved, we may not issue any new awards under the 2004 Stock Option Plan.

If any shares of common stock subject to an award are forfeited or cancelled, or if an award terminates or expires without a distribution of shares to the grantee, the shares of common stock with respect to such award shall, to the extent of any such forfeiture or cancellation, again be available for awards under the Plan; provided, however, that with respect to SARs that are settled in common stock, the aggregate number of shares of common stock subject to the SAR grant shall be counted against the shares available for issuance under the Plan as one share for every share subject thereto, regardless of the number of shares used to settle the SAR upon exercise. ~~To the extent that~~Also, shares of ~~common~~ stock ~~subject to awards other than Options and SARs, and the issuance of which reduced the aggregate number of shares authorized for issuance under the Plan by four~~will not again be available if such shares are ~~forfeited~~surrendered or ~~cancelled, or if such~~withheld as payment of either the exercise price of an award ~~terminates~~ and/or ~~expires without a distribution of shares~~ withholding taxes with respect to ~~the grantee,~~an award. Awards that are settled solely in cash will not reduce the number of shares of ~~common~~ stock ~~remaining~~available for ~~award grants hereunder shall be increased by four for each such share.~~awards.

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If the company undergoes a recapitalization, reclassification, stock split, stock dividend, combination, subdivision or another similar transaction affecting the common stock, or if the company makes an extraordinary dividend or distribution (including, without limitation, to implement a spinoff), then, subject to any required action by stockholders, the number and kind of shares available under the ~~2007 Stock Incentive~~ Plan, and the various award grant limitations contained in the ~~2007 Stock Incentive~~ Plan, will be automatically adjusted accordingly. In addition, subject to any required stockholder action, the number and kind of shares covered by outstanding awards and the price per share of outstanding awards, shall be automatically proportionately adjusted to reflect such an event.

If the company merges or consolidates with another corporation, or is liquidated or disposes of all or substantially all of its assets, then the Committee may deal with outstanding Options under the ~~2007 Stock Incentive~~ Plan in any of the following ways: First, it may provide for each holder of an Option or other award to receive, upon exercise of such Option or award, the same securities or other property that the company’s stockholders receive in the transaction. Second, it may provide for each holder of an Option or other award to receive, upon exercise of such Option or award, stock of the surviving corporation in the transaction, having a value equal, on a per share basis, to the per share consideration received by the company’s stockholders in the transaction. Third, it may cause Options or other awards to vest (if they have not otherwise vested under thechange-in-control provisions of the ~~2007 Stock Incentive~~ Plan). Fourth, it may cancel Options or SARs, provided that in the case ofin-the-money Options or SARs, the cancellation shall be contingent upon a payment to the participants ~~having a value~~of an amount equal to the difference between the value of the underlying shares (based on the transaction consideration) and the exercise or base price.

Eligibility and Participation

Eligibility to participate in the ~~2007 Stock Incentive~~ Plan is limited to employees of the company and its defined subsidiaries. All employees (currently approximately ~~51,000~~47,000 employees) are within the class eligible for selection to participate in the ~~2007 Stock Incentive~~ Plan, although in fiscal ~~2007~~2009 approximately ~~1,600~~1,700 employees received ~~option grants~~awards under the ~~predecessor plan.~~Plan.

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Options and Other Awards

The Committee may grant Options and other awards to eligible employees. The Committee will have complete discretion, subject to the terms of the ~~2007 Stock Incentive~~ Plan, to determine the persons to whom Options and other awards will be awarded, the time or times of grant, and the other terms and conditions of the grant. The awards may be granted with value and payment contingent upon Performance Goals.

Performance Goals

Under the ~~2007 Stock Incentive~~ Plan, Performance Goals may be based on one or more of the following criteria applied to one or more of the company, its defined subsidiaries,and/or certain specified affiliates (if applicable, such criteria shall be determined in accordance with generally accepted accounting principles (“GAAP”) or based upon the company’s GAAP financial statements): (1) return on total stockholder equity; (2) earnings per share of Stock; (3) earnings before any or all of interest, taxes, minority interest, depreciation and amortization; (4) economic profit; (5) sales or revenues; (6) return on assets, capital or investment; (7) market share; (8) control of operating or non-operating expenses; (9) implementation or completion of critical projects or processes; (10) operating cash flow, (11) free cash flow, (12) return on capital or increase in pretax earnings; (13) net earnings; (14) margins; (15) market price of the company’s securities, and (16) any combination of, or a specified increase in, any of the foregoing. The performance goals may be based upon the attainment of specified levels of performance under one or more of the criteria described above relative to the performance of other comparable entities. To the extent permitted under Section 162(m) of the Internal Revenue Code (including, without limitation, compliance with any requirements for stockholder approval), the Committee may designate additional business criteria on which the Performance Goals may be based or adjust, modify or amend the aforementioned business criteria. Performance Goals may include a threshold level of performance below which no award will be earned, a level of performance at which the target amount of an award will be earned and a level of performance at which the maximum amount of the award will be earned. The Committee in its sole discretion has the authority to make equitable adjustments to the Performance Goals in recognition of unusual or non-recurring events.

Option Exercise Price and Vesting of Awards

The Committee ~~will determine~~determines the exercise price with respect to each Option at the time of grant. The Option exercise price per share of common stock ~~shall~~may not be less than 100% of the fair market value per share of the common stock underlying the Option on the date of grant, and no Option may be repriced in violation of the repricing limitations discussed in “Amendment and Termination” below. For purposes of determining the Option exercise price, fair market value is defined as the closing price on the NYSE the first business day prior to the date of grant. The Committee may determine at the time of grant the terms under

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which Options and SARs shall vest and become exercisable. However, no Option or SAR ~~can~~may have a term in excess of 7 years, and all awards ~~will be~~are subject to a minimum three-year vesting schedule, with no more than one-third of the shares subject to the award vesting each year; provided, however, that at the time of the grant of an Option or SAR, the Committee may place restrictions on the exercisability or vesting of the Option or SAR that shall lapse, in whole or in part, only upon the attainment of Performance Goals; provided that such Performance Goals shall relate to periods of performance of at least one fiscal year, and if the Option or SAR is granted to a 162(m) Officer, the grant of the Option or SAR and the establishment of the Performance Goals shall be made during the period required under Internal Revenue Code Section 162(m).

Special Limitations on ISOs

If the total fair market value of shares of common stock subject to ISOs ~~which~~that are exercisable for the first time by an employee in a given calendar year exceeds $100,000, valued as of the grant date of the ISO, the Options for shares of common stock in excess of $100,000 for that year will be treated as non-qualified stock options (“NQOs”).

Stock Appreciation Rights (SARs)

An SAR is the right to receive stock, cash, or other property equal in value to the difference between the grant price of the SAR and the market price of the company’s stock on the exercise date. SARs may be granted independently or in tandem with an Option at the time of grant of the related Option. An SAR granted in tandem with an Option shall be exercisable only to the extent the underlying Option is exercisable. An SAR ~~shall confer~~confers on the grantee a right to receive an amount with respect to each share of common stock subject thereto, upon exercise thereof, equal to the excess of (A) the fair market value of one share of common stock on the date of exercise over (B) the grant price of the SAR (which in the case of an SAR granted in tandem with an Option shall be equal to the exercise price of the underlying Option, and which in the case of any other SAR shall be such price as the Committee may determine but in no event shall be less than the fair market value of a share of common stock on the date of grant of such SAR).

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Exercise of Options and SARs

Options and SARs ~~shall be~~are exercisable in accordance with such terms and conditions and during such periods as may be established by the Committee. For Options, notice of exercise must be accompanied by a payment equal to the applicable Option exercise price plus all withholding taxes due, such amount to be paid in cash or by tendering, either by actual delivery of shares or by attestation, shares of common stock that are acceptable to the Committee, such shares to be valued at fair market value as of the day the shares are tendered, or paid in any combination of cash and shares, as determined by the Committee. To the extent permitted by applicable law, a participant may elect to pay the exercise price through the contemporaneous sale by a third party broker of shares of common stock acquired upon exercise yielding net sales proceeds equal to the exercise price and any withholding tax due and the remission of those sale proceeds to the company.

Transferability of Awards

Except as otherwise provided by the Committee, ~~options,~~Options, SARs and any unvested other awards may not be transferred except by will or applicable laws of descent and distribution. Notwithstanding the foregoing, in no event may any such award be transferred to a third party for consideration at any time.

Termination of Options and Other Awards

Options and SARs shall be exercisable during such periods as may be established by the Committee. Except as discussed below and at “Change in ~~Control”,~~Control,” Options and SARs will expire on the earlier to occur of the expiration date of the Option or 90 days after the severance of an Option holder’s employment with the company or any of its subsidiaries. If, before the expiration of an Option or SAR, a holder’s employment terminates as a result of retirement in good standing or disability under the established rules of the company then in effect, the Option or SAR will remain in effect, vest and be exercisable in accordance with its terms. Upon the death of an employee while employed by the company or its subsidiaries, Options, to the extent then exercisable, shall remain exercisable by the executors or administrators of his or her estate for up to three years following the date of death, but in no event later than the original termination date of the Option or SAR. However, no Option or SAR may be exercised more than 7 years from the date of grant. To the extent not exercised by the applicable deadline, the Option or SAR will terminate.

With respect to all other awards, any unvested awards shall immediately vest, and all restrictions pertaining to such other awards shall lapse and have no further effect, upon the holder’s death or retirement in good standing or disability under the established rules of the company then in ~~effect.~~effect, except as otherwise provided by the Committee at grant of the award.

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Restricted Stock and Restricted Stock Units

Restricted Stock is common stock that the company grants subject to transfer restrictions and vesting criteria. A Restricted Stock Unit is a right to receive stock or cash equal to the value of a share of stock at the end of a specified period that the company grants subject to transfer restrictions and vesting criteria. The grant of these awards under the ~~2007 Stock Incentive~~ Plan ~~will be~~are subject to such terms, conditions and restrictions as the Committee determines consistent with the terms of the ~~2007 Stock Incentive~~ Plan.

At the time of grant, the Committee may place restrictions on Restricted Stock and Restricted Stock Units that shall lapse, in whole or in part, only upon the attainment of Performance Goals; provided that such Performance Goals shall relate to periods of performance of at least one fiscal year, and if the award is granted to a 162(m) Officer, the grant of the award and the establishment of the Performance Goals shall be made during the period required under Internal Revenue Code Section 162(m). Except to the extent restricted under the ~~Award Agreement~~award agreement relating to the Restricted Stock, a grantee granted Restricted Stock shall have all of the rights of a stockholder including the right to vote Restricted Stock and the right to receive dividends.

Unless otherwise provided in an ~~Award Agreement,~~award agreement, upon the vesting of a Restricted Stock Unit, there shall be delivered to the grantee, within 30 days of the date on which such award (or any portion thereof) vests, the number of shares of common stock equal to the number of Restricted Stock Units becoming so vested.

Other Stock-Based Awards

The ~~2007 Stock Incentive~~ Plan also allows the Committee to grant ~~“other~~“Other Stock-Based Awards,” which means a right or other interest that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, common stock. This includes, without limitation, (i) unrestricted stock awarded as a bonus or upon the attainment of Performance Goals or otherwise as permitted under the ~~2007 Stock Incentive~~ Plan and (ii) a right to acquire stock from the company containing terms and conditions prescribed by the Committee. At the time of the grant of ~~other~~Other Stock-Based Awards, the Committee may place restrictions on the payout or vesting of ~~other~~Other Stock-Based Awards that shall lapse, in whole or in part, only upon the attainment of Performance

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Goals; provided that such Performance Goals shall relate to periods of performance of at least one fiscal year, and if the award is granted to a 162(m) Officer, the grant of the Award and the establishment of the Performance Goals shall be made during the period required under Internal Revenue Code Section 162(m). Other Stock-Based Awards may not be granted with the right to receive dividend equivalent payments.

Dividend Equivalent Rights

Subject to the requirements of ~~Section 409A of the~~ Internal Revenue Code Section 409A, an award of Restricted Stock Units may provide the grantee with the right to receive dividend equivalent payments with respect to stock subject to the award (both before and after the stock subject to the award is earned, vested, or acquired), which payments may be either made currently or credited to an account for the grantee, and may be settled in cash or stock, at such times as determined by the Committee on the date of the grant of the Restricted Stock Unit. Any such settlements and any such crediting of dividend equivalents may, at the time of grant of the Restricted Stock Unit, be made subject to the transfer restrictions, forfeiture risks, vesting and conditions of the underlying Restricted Stock Units ~~and subject to~~or such other conditions, restrictions and contingencies as the Committee shall establish at the time of grant of the Restricted Stock Unit, including ~~the reinvestment of~~a requirement that such credited amounts are reinvested in stock equivalents, provided that all such conditions, restrictions and contingencies shall comply with the requirements of ~~Section 409A of the~~ Internal Revenue ~~Code.~~Code Section 409A. Other Stock-Based Awards may not be granted with the right to receive dividend equivalent payments.

Awards to Employees Subject to Taxation Outside of the United States

Without amending the ~~2007 Stock Incentive~~ Plan, awards may be granted to grantees who are foreign nationals or who are employed outside the United States or both, on such terms and conditions different from those specified in the ~~2007 Stock Incentive~~ Plan as may, in the judgment of the Committee, be necessary or desirable to further the purpose of the ~~2007 Stock Incentive~~ Plan. Such different terms and conditions may be reflected in addenda to the ~~2007 Stock Incentive~~ Plan or in the applicable ~~Award Agreement.~~award agreement. However, no such different terms or conditions shall be employed if such terms or conditions constitute, or in effect result in, an increase in the aggregate number of shares that may be issued under the ~~2007 Stock Incentive~~ Plan or a change in the group of eligible grantees.

Forfeiture

Notwithstanding any other provision of the ~~2007 Stock Incentive~~ Plan and except as discussed under “Change in Control” below, if the Committee finds by a majority vote that: (i) the participant, before or after termination of his or her employment

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relationship with the company or any of its defined subsidiaries ~~(“Employer”)~~ for any reason, (a) committed fraud, embezzlement, theft, a felony, or proven dishonesty in the course of his employment and that such act damaged the ~~Employer,~~company or any of its defined subsidiaries, or (b) disclosed trade secrets of the ~~Employer,~~company or any of its defined subsidiaries, or (ii) the participant, before or after termination of his or her employment relationship ~~with the Employer~~ for any reason, participated, engaged or had a financial or other interest (whether as an employee, officer, director, consultant, contractor, stockholder, owner, or otherwise) in any commercial endeavor in the United States which is competitive with the business of the ~~Employer~~company or any of its defined subsidiaries in violation of the ~~SYSCO~~Sysco Code of Business Conduct as in effect on the date of such participation or other engagement or in such a manner that would have violated the Code of Business Conduct had the participant been employed by the ~~Employer~~company or any of its defined subsidiaries at the time of the activity in question, then any outstanding Options and SARs which have not been exercised and any awards other than Options and SARs that have not vested will be forfeited. The decision of the Committee as to the nature of a participant’s conduct, the damage done to the ~~Employer~~company or any of its defined subsidiaries and the extent of the participant’s competitive activity will be final. No decision of the Committee, however, will affect the finality of the discharge of the participant ~~by the Employer~~ in any manner. The Committee may, in its discretion, include a form of non-compete, non-solicitationand/or non-disparagement agreement in any ~~Award Agreement,~~award agreement, and such non-compete, non-solicitation or non-disparagement agreement may be personalized, in the Committee’s discretion, to fit the circumstances of any specific grantee.

Change in Control

In the event of a specified change in control of the company (a “Change in Control”), including but not limited to, certain acquisitions of 20% or more of the Company’s outstanding common stock, certain changes in the identity of a majority of the members of the Board of Directors and certain mergers in which the company’s then existing shareholders do not own at least 60% of the outstanding voting securities of the surviving entity, all outstanding Options and SARs shall vest and become exercisable and all other outstanding awards shall vest and all restrictions pertaining to such other awards shall lapse and have no further effect. In the event that the employment of a participant who is an employee of the company or any of its defined subsidiaries is terminated by the company other than for cause, as defined below, during the24-month period following a Change in Control, ~~as defined below,~~ all of such participant’s outstanding Options and SARs may thereafter be exercised by the participant, to the

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extent that such Options and SARs were exercisable as of the date of such termination of employment, for (x) a period of 24 months from such date of termination or (y) until expiration of the stated term of such Option or SAR, whichever period is shorter. The forfeiture provisions relating to competition as described in the immediately preceding paragraph shall not apply to any participant who incurs a termination of employment pursuant to the Change in Control provisions in the ~~2007 Stock Incentive~~ Plan. For purposes of these provisions, the term “cause” shall mean “cause” as defined in the participant’s ~~Award Agreement~~award agreement or written employment, consulting or other agreement with the company or a subsidiary, or if not defined in any such agreement, “cause” shall mean conviction of the participant for a felony, dishonesty while performing his employment duties, or a participant’s willful or deliberate failure to perform his or her duties in any material respect.

Tax Withholding

Issuance of shares under the ~~2007 Stock Incentive~~ Plan is subject to withholding of all applicable taxes, and the Committee may condition the delivery of any shares or other benefits under the ~~2007 Stock Incentive~~ Plan on satisfaction of the applicable withholding obligations. The Committee, in its discretion, and subject to such requirements as the Committee may impose prior to the occurrence of such withholding, may permit such withholding obligations to be satisfied through cash payment by the participant, through the surrender of shares of common stock which the participant already owns, or through the surrender of shares of common stock to which the participant is otherwise entitled under the ~~2007 Stock Incentive~~ Plan, but only to the extent of the minimum amount required to be withheld under applicable law.

Term of the ~~2007 Stock Incentive~~ Plan

Unless earlier terminated by the Board of Directors, the ~~2007 Stock Incentive~~ Plan will terminate on November 9, 2014. No awards may be granted under the ~~2007 Stock Incentive~~ Plan subsequent to that date. As discussed above under “Proposed Amendments to the 2007 Stock Incentive Plan,” the proposed amendments would clarify an ambiguity contained within the Plan regarding the Plan’s duration.

Amendment and Termination

The Board may, at any time, amend or terminate the ~~2007 Stock Incentive~~ Plan, except that the following actions may not be taken without stockholder approval: (i) any increase in the number of shares that may be issued under the ~~2007 Stock Incentive~~ Plan (except by certain adjustments provided ~~for~~ under the ~~2007 Stock Incentive~~ Plan); (ii) any change in the class of persons eligible to receive ISOs under the ~~2007 Stock Incentive~~ Plan; (iii) any change in the requirements of the ~~2007 Stock Incentive~~ Plan regarding the exercise price of Options or grant price of SARs; (iv) any repricing or cancellation and regrant of any Option ~~SAR~~ or, if applicable, other award at a lower exercise, base or purchase price, whether in the form of an amendment, cancellation or replacement grant, or a cash-out of underwater options or any action that provides for awards that contain a so-

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called “reload” feature under which additional Options or other awards are granted automatically to the grantee upon exercise of the original Option or award; or (v) any other amendment to the ~~2007 Stock Incentive~~ Plan that would require approval of the company’s stockholders under applicable law, regulation, rule or stock exchange listing requirement.

Federal Income Tax Consequences

The following discussion addresses certain anticipated United States federal income tax and certain employment tax consequences to the company and to recipients of awards made under the ~~2007 Stock Incentive~~ Plan who are citizens or residents of the United States for federal income tax purposes. It is based on the Internal Revenue Code and interpretations thereof as in effect on the date of this proxy statement. This summary is not intended to be exhaustive and, among other things, does not describe the state, local, or foreign tax ~~consequences.~~consequences of a grant of awards under the Plan. Moreover, it is not intended as tax advice to any individual.

IRS Circular 230 Notice

To ensure compliance with requirements imposed by the Internal Revenue Service, you are hereby notified that any discussion of tax matters set forth in this prospectus was written in connection with the promotion or marketing (within the meaning of IRS Circular 230) of awards made under the ~~2007 Stock Incentive~~ Plan, and was not intended or written to be used, and cannot be used, by any taxpayer for the purpose of avoiding any tax-related penalties under federal law. Each recipient of an award under the ~~2007 Stock Incentive~~ Plan should seek advice based on his or her particular circumstances from an independent tax advisor.

Summary of Current Federal Income Tax Rates for Individuals

Ordinary income of individuals, such as compensation income, is currently taxed at a top marginal rate of 35%. In addition, for capital assets sold the maximum long-term capital gains rate for individuals is currently 15%. The maximum federal income tax rate for qualifying dividends received by individuals is currently 15%.

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Options

Grant of Options. There ~~will be~~are no federal income tax consequences to the grantee of an Option or the company upon the grant of either an ISO or an NQO under the ~~2007 Stock Incentive~~ Plan.

Exercise of NQOs. Upon the exercise of an NQO, the grantee generally will recognize ordinary compensation income, subject to withholding and employment taxes, in an amount equal to: (a) the fair market value, on the date of exercise, of the acquired shares of common stock, less (b) the exercise price paid for those shares. In general, as long as the company satisfies the applicable reporting requirements, the company will be entitled to a tax deduction equal to the compensation income recognized by the grantee. Gains or losses recognized by the grantee upon a subsequent disposition of the shares will be treated as long-term capital gain or loss if the shares are held for more than a year from the date of exercise. Such gains or losses will be short-term capital gains or losses if the shares are held for one year or less. For purposes of computing gain or loss, the grantee’s basis in the shares received will be the exercise price paid for the shares plus the amount of compensation income, if any, recognized upon exercise of the Option.

Exercise of ISOs. Upon the exercise of an ISO, the grantee will recognize no immediate taxable income for regular income tax purposes, provided the grantee was continuously employed by the company or a subsidiary from the date of grant through the date which is three months prior to the date of exercise (or through the date which is one year prior to the exercise date in the case of termination of employment as a result of total disability). If an Option originally designated as an ISO is exercised after those employment periods, the exercise of the Option will be treated as the exercise of an NQO for income tax purposes, and compensation income will be recognized by the optionee and the company will be entitled to a deduction in accordance with the rules discussed above concerning NQOs.

The exercise of an ISO will, however, result in an adjustment for alternative minimum tax purposes in an amount equal to the excess of the fair market value of the shares at exercise over the exercise price. That adjustment may result in alternative minimum tax liability to the grantee upon the exercise of the ISO. Subject to certain limitations, alternative minimum tax paid in one year may be carried forward and credited against regular federal income tax liability for subsequent years. If the grantee retains the shares acquired upon the exercise of the ISO for more than two years from the date of grant and one year from the date of exercise, any gain or loss on a later sale of the shares will be treated as a long-term capital gain or loss, and the company will not be entitled to any tax deduction with respect to the ISO.

If the grantee disposes of the shares of common stock received upon the exercise of an ISO before the expiration of the two-year and one-year holding periods discussed above, a “Disqualifying Disposition” occurs. In that event, the grantee will have ordinary compensation income, subject to income tax withholding and employment taxes, and the company will be entitled to a corresponding deduction at the time of ~~such disposition.~~the Disqualifying Disposition. The amount of ordinary income and deduction generally will be equal to the lesser of: (a) the fair market value of the shares of common stock on the date of exercise minus the exercise price; or (b) the amount realized upon disposition of the common stock

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entitled to a deduction on the date on which ~~vesting occurs~~the stock vests or the substantial risk of forfeiture lapses with respect to the Restricted Stock (“Vesting Date”) ~~in the case of Restricted Stock, or on the date on which stock is issued or cash is paid in the case of Restricted Stock Units.~~. The amount of income recognized and the amount of the company’s deduction will equal the fair market value of the vested stock ~~or stock unit~~ on the Vesting ~~Date in the case of Restricted Stock, or on the date on which stock is issued or cash is paid in the case of Restricted Stock Units.~~Date. However, the recipient may ~~elect~~make an election under Section 83(b) of the Code (a “Section 83(b) Election”) to include in income the fair market value of Restricted Stock at the time of grant. If ~~such election~~a Section 83(b) Election is made, the company’s deduction will equal the fair market value of the Restricted Stock at the time of grant. If a grantee of Restricted Stock is retirement eligible at the time of grant or becomes retirement eligible at any time prior to the date on which the stock vests, the Restricted Stock is no longer subject to a substantial risk of forfeiture as of such date and these grantees are required to include in income the fair market value of any unvested Restricted Stock held by the grantee at the time the grantee becomes retirement eligible. The company will be entitled to a deduction equal to the fair market value of the Restricted Stock as of such time.

The Restricted Stock received by the grantee will have a tax basis equal to the fair market value of the Restricted Stock as of the Vesting Date or, if the grantee makes a Section 83(b) Election the fair market value of the Restricted Stock on the date of grant. Upon a subsequent sale of those shares, any gain or loss realized by the grantee will be long-term or short-term capital gain or loss, depending upon whether the shares were held for more than one year from the Vesting Date or, if the grantee makes a Section 83(b) Election, the date of grant.

Restricted Stock Units. A recipient of a Restricted Stock Unit generally does not recognize income and the company is not entitled to a deduction at the time of grant. Instead, the recipient recognizes compensation income at the time payment for the Restricted Stock Units is received by the recipient. The amount of compensation income recognized by the recipient will equal the fair market value of any shares of company common stock received at the time payment for the Restricted Stock Units is received by the recipient. Subject to the company satisfying applicable reporting requirements, the company generally will be entitled to a deduction equal to the amount included in the recipient’s income at the time payment for the Restricted Stock Units is received by the recipient. Any shares of common stock received by the grantee upon payment for the Restricted Stock Units will have a tax basis equal to the fair market value of the common stock on the date of payment. Upon a subsequent sale of those shares, any gain or loss realized by the grantee will be long-term or short-term capital gain or loss, depending upon whether the shares were held for more than one year from the date of payment.

Dividends or Dividend Equivalent Payments.Any dividends on Restricted Stock, or dividend ~~equivalents~~equivalent payments with respect to Restricted Stock Units, paid to the recipient prior to the Vesting Date for Restricted Stock or the time of payment for Restricted Stock Units will be includible in the recipient’s income as compensation income and deductible as such by the company. If the recipient makes a Section 83(b) Election with respect to Restricted Stock, any dividends received by the recipient will be taxed as a dividend to the recipient and the company will not be entitled to a deduction.

Section 162(m) Limitation

In general, Section 162(m) of the Internal Revenue Code limits to $1 million the federal income tax ~~deductions~~deduction that may be claimed in any tax year of the company with respect to certain compensation payable to any employee who is the chief executive officer or one of the other three highest paid executive officers of the company, other than the chief financial officer, on the last day of that tax year. This limit does not apply to “performance-based compensation” paid under a plan that meets the requirements of Section 162(m) of the Internal Revenue Code and the regulations promulgated thereunder. The company believes that ~~the~~ Options ~~to be~~ granted under the ~~2007 Stock Incentive~~ Plan ~~will~~ qualify for the performance-based compensation exception to the Section 162(m) limitations under current law because ~~Options will be issued only if~~ stockholder approval ishas been obtained for the Plan, and any taxable compensation ~~will be~~with respect to Options granted is based solely on an increase in value of the stock after the date of grant of the Option since the Option exercise ~~prices~~price will be no less than the fair market value of the company common stock on the date of grant. Compensation from Restricted Stock, Restricted Stock Units ~~Other Cash-Based Awards~~ and ~~other~~Other Stock-Based Awards generally will be performance-based compensation only if the vesting conditions as established by the ~~Plan~~ Committee are based upon the Performance ~~Goals.~~Goals and the grant of the awards otherwise complies with Section 162(m).

Golden Parachute Tax and Section 280G of the Internal Revenue Code

The ~~2007 Stock Incentive~~ Plan provides for immediate vesting of all then outstanding unvested awards upon a Change in Control. ~~That immediate~~If the vesting ~~may cause certain amounts to~~of the award is accelerated as the result of a Change in Control, all or a portion of the value of the award at that time might be ~~characterized as~~a “parachute ~~payments”~~payment” under Section 280G of the ~~Internal Revenue~~ Code for certain employees of the company. Section 280G generally provides that if compensation received by the grantee that is contingent on a Change in Control equals or exceeds three times the grantee’s average annual compensation for the five taxable years preceding the Change in Control (a “parachute payment”), the company will not be entitled to a deduction, and the recipient will be subject to a 20% excise tax with respect to that portion of the ~~Internal Revenue~~parachute payment in excess of the grantee’s average annual compensation. See “Severance Arrangements — TaxGross-Up

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Payments” for a description of the company’s payment obligations under its outstanding severance agreement with respect to this excise tax. Section 280G of the Code generally applies to employees or other individuals who perform services for the company if, within the12-month period preceding the Change in Control, the individual is an officer of the company, a shareholder owning more than 1% of the stock of the company, or a member of the group consisting of the lesser of the highest paid 1% of the employees of the company or the highest paid 250 employees of the company. An employee generally is deemed to have received a parachute payment in the amount of compensation that is contingent upon an ownership change if such compensation exceeds, in the aggregate, three times the employee’s Base Amount. The “Base Amount” is generally the employee’s average annual compensation for the five preceding years. An employee’s “excess parachute payment” is the excess of the employee’s total parachute payments over the Base Amount. An employee will be subject to a 20% excise tax under Section 4999 of the Internal Revenue Code, and the company will be denied a deduction for, any “excess parachute payment.” See “Executive Severance Agreements — Tax Gross-Up Payments” on page 52 for a description of the company’s payment obligations under the Severance Agreements with respect to this excise tax.

Deferred Compensation

Awards made under the ~~2007 Stock Incentive~~ Plan, including awards granted under the ~~2007 Stock Incentive~~ Plan that are considered to be deferred compensation for purposes of ~~section~~Section 409A of the Internal Revenue Code, must satisfy the requirements of Internal Revenue Code Section 409A to avoid adverse tax consequences to recipients, which could include the inclusion of amounts not payable currently in income, ~~and interest and~~ an ~~additional~~excise tax of 20% tax on any amount included in ~~income.~~income and interest. The company intends to structure any awards under the ~~2007 Stock Incentive~~ Plan such that the requirements under Internal Revenue Code Section 409A are either satisfied or are not applicable to such awards.

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The discussion set forth above is intended only as a summary and does not purport to be a complete enumeration or analysis of all potential tax effects relevant to recipients of awards under the ~~2007 Stock Incentive~~ Plan. We have not undertaken to discuss the tax treatment of ~~Options~~awards under the ~~2007 Stock Incentive~~ Plan in connection with a merger, consolidation or similar transaction. Such treatment will depend on the terms of the transaction and the method of dealing with the ~~Options~~awards in connection therewith.

Certain Interests of Directors

In considering the recommendation of the Board of Directors with respect to the ~~2007 Stock Incentive~~proposed amendments to the Plan, stockholders should be aware that members of the Board of Directors may from time to time have ~~certain~~ interests that ~~may~~ present them with conflicts of interest in connection with ~~the~~this proposal to approve amendments to the ~~2007 Stock Incentive~~ Plan. ~~As discussed above, directors~~For example, Directors who are also employees of the company will be eligible for the grant of awards under the ~~2007 Stock Incentive~~ Plan; however, only ~~Mr. Schnieders is~~Messrs. DeLaney and Spitler are currently both a director and employee of the company, and ~~he does not serve~~neither individual serves on the Compensation Committee. The Board of Directors believes that approval of the ~~2007 Stock Incentive~~proposed amendments to the Plan will advance the interests of the company and its stockholders by encouraging employees to make significant contributions to the long-term success of the company.

New Plan Benefits

As of the date of this proxy statement, no awards had been granted under the 2007 Stock Incentive Plan and none will be granted unless and until the 2007 Stock Incentive Plan is approved by the company’s stockholders. Because of the discretionary nature of any future awards under the ~~2007 Stock Incentive~~ Plan, the amount of such awards is not determinable at this time with respect to the company’s executive officers, including the named executive officers, ~~named in the Summary Compensation Table,~~ and the company’s other employees. Information regarding options and restricted stock granted in fiscal ~~2007~~2009 to certain executive officers of the company under the ~~company’s existing plans~~Plan is set forth in the table captioned “Grants of Plan-Based Awards,” and information regarding outstanding options and restricted stock under ~~those~~the Plan and the Company’s prior stock and stock option plans is set forth in the table captioned “Outstanding Equity Awards at Fiscal Year-End.” ~~In fiscal 2007, grants of options to purchase 5,915,000 shares of company common stock were made to the non-executive employee group under the 2004 Stock Option Plan.~~

Required Vote

The affirmative vote of a majority of votes cast, either for, against or abstain, is required to approve this proposal. ~~For purposes of qualifying the shares authorized under the proposed plan for listing on the NYSE,~~In addition, the total votes cast on the proposal must represent over 50% of shares outstanding. Broker non-votes are not considered to be votes cast for either of these purposes.

The Board of Directors recommends a vote FOR approval of the amendments to 2007 Stock Incentive Plan.

PROPOSAL TO APPROVE THE 2009 MANAGEMENT INCENTIVE PLAN
ITEM NO. 4 ON THE PROXY CARD

The 2009 Management Incentive Plan (the “2009 MIP” or the “Plan”) was recommended by the Compensation Committee (the “Committee”) on September 3, 2009, and adopted by the Board of Directors on September 3, 2009, subject to stockholder approval. If approved by the stockholders, the 2009 MIP will become effective on November 30, 2009 for awards granted on or after May 1, 2010. The 2009 MIP will terminate on November 30, 2014 unless earlier terminated by action of the Board of Directors. Awards made prior to termination of the Plan with respect to the 2015 fiscal year will remain in effect following termination of the Plan. The Committee will not make any awards or pay any compensation under the 2009 MIP without stockholder approval.

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The 2009 MIP will replace the 2005 Management Incentive Plan (the “2005 MIP”). However, awards made with respect to fiscal year 2010 will be governed by the terms of the 2005 MIP.

Stockholder Approval

Stockholder approval of the 2009 MIP is necessary to ensure that certain compensation paid under the Plan can be eligible for an exemption from the limits on tax deductibility imposed by Section 162(m) of the Internal Revenue Code (“Section 162(m)”). Section 162(m) limits the deductibility of certain compensation paid to individuals, referred to herein as Section 162(m) Officers, who are, at the end of the tax year in which the company would otherwise claim its tax deduction, the company’s chief executive officer and its other three highest-paid executive officers other than the chief financial officer. Compensation that qualifies as performance-based for purposes of Section 162(m) is not subject to the annual Section 162(m) limit on the deductibility of compensation in excess of $1 million with respect to Section 162(m) Officers. One of the requirements for compensation to constitute performance-based compensation is that the material terms under which compensation is to be paid to Section 162(m) Officers, including any performance goals, be disclosed to and voted on by the Company’s stockholders in a separate stockholder vote before the payment of the compensation. It is intended that such approval apply to all awards payable with respect to fiscal years 2011, 2012, 2013, 2014 and 2015.

The following summary of the material terms of the 2009 MIP is qualified in its entirety by the terms of the 2009 MIP, a copy of which is attached as Annex C hereto.

Purpose of the 2009 MIP

The purpose of the 2009 MIP is to promote the interests of the Company and its stockholders by providing incentives to (i) certain key management personnel for outstanding performance in the management of one or more of the Company’s Operating Companies, as defined below, and (ii) certain corporate personnel for managing the operations of the Company as a wholeand/or managing the operations of one or more of the Company’s Operating Companies. To achieve that purpose, the 2009 MIP permits the grant of performance-based bonus awards, payable in cash, as further explained below.

Administration of the 2009 MIP

The Committee will administer the 2009 MIP, except that it may delegate administrative powers with respect to awards to non-executive officers. The Committee is composed entirely of “non-employee directors” within the meaning of SECRule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended, and “outside directors” within the meaning of Section 162(m). The members of the Committee are also “independent” as that term is defined by New York Stock Exchange listing requirements and the Company’s Corporate Governance Guidelines.

The Committee will have the power in its discretion to grant awards under the 2009 MIP, to select the individuals to whom awards are granted, to determine the terms of all awards under the 2009 MIP, to interpret the provisions of the 2009 MIP, including the manner of determining financial and accounting concepts discussed in the Plan, and to otherwise administer the Plan.

Eligibility and Participation

The Committee designates those employees of the Company and its Operating Companies who are eligible to receive a bonus under the 2009 MIP. Operating Companies, for purposes of the 2009 MIP, are 1) entities in which the Company, directly or indirectly, owns more than 50% of the vote or value of the equity interests issued by such entity or 2) any other entity, operating division, employment location or business unit designated by the Committee as such.

To the extent possible, the Committee will designate participants for a particular fiscal year before the start of that year, or as soon as practicable during the fiscal year in which a person first becomes eligible. Except as described below in connection with a Change of Control, the Committee may remove an employee from participation in the Plan, with or without cause, at any time, even if he or she has already been designated to participate, and such an employee will not be entitled to any bonus under the Plan for the year in which he or she is removed, regardless of when during such year he or she is removed.

If the Committee determines that a participant is a Section 162(m) Officer for a particular fiscal year, the officer will be deemed a “Senior Executive Participant” for purposes of the Plan. Such officer’s bonus will be calculated without regard to such designation; however, any bonus for Senior Executive Participants shall be subject to certain limitations and restrictions further described herein.

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Currently, approximately 170 employees of the Company and its subsidiaries are within the class eligible to participate in the 2009 MIP.

Payment of Bonuses

The Committee will designate the particular fiscal year over which performance is to be measured (the “Performance Period”), the date that payment of bonuses will be made with respect to any Performance Period, the Performance Goals, as described below, for the Performance Period, and the method for evaluating performance for the Performance Period. Bonuses are paid solely in cash within 90 days following the end of the Performance Period in which the bonus is earned.

Performance Goals

Performance Goals for a Performance Period may include any one or more of the following criteria:


	•	Return on capital;
	•	Return on assets;
	•	Sales growth;
	•	Market share;
	•	Margin growth;
	•	Return on equity;
	•	Total shareholder return;
	•	Increase in net after-tax earnings per share;
	•	Increase in operating pre-tax earnings;
	•	Operating profit or improvements in operating profit;
	•	Improvements in certain asset or financial measures (including working capital and the ratio of sales to net working capital);
	•	Reductions in certain costs (including reductions in inventories or accounts receivable or reductions in operating or non-operating expenses);
	•	Net earnings;
	•	Pre-tax earnings or variations of income criteria in varying time periods;
	•	Economic value added, defined as a formula equal to:


	◦	net operating profit after tax, less
	◦	average total assets, net of intercompany balances and non-interest liabilities, times weighted average cost of capital;


	•	General comparisons with other peer companies or industry groups or classifications with regard to one or more of these criteria; or
	•	Market price of the Company’s securities.

With respect to participants other than Senior Executive Participants, the Committee may establish Performance Goals pursuant to other factors directly tied to the performance of the Company or its Operating Companies.

The relative weights of criteria that comprise the Performance Goals are determined by the Committee in its sole discretion. In establishing the Performance Goals for a Performance Period, the Committee may establish different Performance Goals for different individuals and groups. Also, the Committee may alter the performance criteria with respect to any participant, provided that any such alteration with respect to a Senior Executive Participant must comply with the requirements of the “performance-based compensation” exception under Section 162(m).

Additional Bonuses

Participants who are employed by an Operating Company are also eligible for an additional bonus, as determined by the Committee and without respect to the Performance Goals described above; provided, however, that Senior Executive Participants are only eligible for such additional bonus to the extent that the additional bonus is established in accordance with the requirements of the “performance-based compensation” exception under Section 162(m).

Accounting Principles for Performance Periods

In calculating whether or not a bonus is earned for a particular Performance Period, generally accepted accounting principles shall be applied on a basis consistent with prior periods unless otherwise modified by the Committee; provided, however, that no such modification shall apply to a Senior Executive Participant unless the requirements for the “performance-based compensation” exception under Section 162(m) have been satisfied with respect to such modification.

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Limitations on Bonuses

Bonus opportunities awarded to Senior Executive Participants depend upon the criteria described above. However, no Senior Executive Participant may receive a bonus for any given Performance Period in excess of $10,000,000. Otherwise, there is no limit to the bonus that participants can earn under the 2009 MIP.

Adjustments for Long Fiscal Years

In calculating whether or not a bonus has been earned, or the amount of any bonus earned, Performance Goals for fiscal years containing 53 weeks are subject to adjustment in order to provide comparability with 52-week years, at the discretion of the Committee; provided that the Committee may not exercise such discretion after the first 90 days of the Performance Period with respect to Senior Executive Participants unless such exercise of discretion results in a reduction of the bonus payable.

Clawback of Bonus

If a restatement of the Company’s financial results, other than a restatement due to a change in accounting policy, occurs within 36 months of the payment of a bonus under the 2009 MIP, the Committee has the right, subject to applicable law, to recoup from any recipient the portion of the bonus payment that would not have been earned had the bonus been calculated based on the restated results, in such form and at such time as determined in the sole discretion of the Committee.

Change of Control

In the event of a specified change of control of the Company (a “Change of Control”), including but not limited to, certain acquisitions of 20% of more of the Company’s outstanding common stock, certain changes in the identity of a majority of the members of the Board of Directors and certain mergers in which the Company’s then existing stockholders do not own at least 60% of the outstanding voting securities of the surviving entity, in lieu of any award he or she might otherwise be entitled to under the 2009 MIP, each participant will generally be entitled, within 90 days following the Change of Control, to a bonus amount that is prorated based on:


	•	the portion of the year that has elapsed; and
	•	an amount equal to the award to which the participant would have been entitled based on annualized performance results for the interim period ending with the most recently completed fiscal quarter.

For example, if a Change of Control occurred exactly 90 days through the fiscal year, and the Company’s most recently completed interim results on an annualized basis would have entitled a participant to a $50,000 bonus for that year, then he or she would instead be entitled to $12,328.77 (or $50,000 × 90/365).

Participants Remaining at End of Year

If a participant remains employed by the Company or any Operating Company through the last day of the fiscal year in which the Change of Control occurs, and if the bonus that would have been paid to him or her for such fiscal year under the Plan based on the Company’s actual performance for the entire year would have been greater than the amount he or she received under the foregoing paragraph, then a cash sum equal to the difference in value will be paid.

Participants with Severance Arrangements

Notwithstanding the foregoing, with respect to any participant who has a severance agreement with the Company, any bonus paid pursuant to the foregoing paragraphs shall be reduced by any portion of the participant’s severance which is determined by reference to payments received or to be received under the 2009 MIP or any of its predecessor or successor plans. Currently, only Mr. Spitler is a party to a severance agreement. See “Executive Compensation-Severance Arrangements.”

Amendment and Early Termination

The 2009 MIP allows amendment at any time by the Board of Directors. Any such amendment shall be effective as of commencement of the Performance Period during which the 2009 MIP is amended, regardless of the date of the amendment, unless otherwise stated by the Board of Directors. The 2009 MIP may be terminated at any time by the Board of Directors and termination will be effective as of the commencement of the Performance Period in which such action to terminate the 2009 MIP is taken.

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Federal Income Tax Consequences

The following discussion addresses certain anticipated United States federal income tax and certain employment tax consequences to the Company and to recipients of awards made under the Plan who are citizens or residents of the United States for federal income tax purposes. It is based on the Internal Revenue Code and interpretations thereof as in effect on the date of this proxy statement. This summary is not intended to be exhaustive and, among other things, does not describe the state, local, or foreign tax consequences of a grant of awards under the Plan. Moreover, it is not intended as tax advice to any individual.

Cash Bonuses

A participant will recognize ordinary compensation income at the time a participant’s bonus is paid and will be subject to withholding for federal, and generally for state and local, income taxes at the time the participant recognizes ordinary income with respect cash received. Ordinary income of individuals, such as compensation income, is currently taxed at a top marginal rate of 35%.

Deductibility — In General

Subject to the discussion below, the Company will be entitled to a deduction for federal income tax purposes that corresponds to the timing and amount of compensation income recognized by a participant.

Tax Code Limitations on Deductibility

In order for the amounts described above to be deductible by the Company, such amounts must constitute reasonable compensation for services rendered or to be rendered and must be ordinary and necessary business expenses.

Golden Parachute Tax and Section 280G of the Internal Revenue Code

The ability of the Company to obtain a deduction for future payments under the 2009 MIP could be limited by the golden parachute rules of Section 280G of the Internal Revenue Code (“Section 280G”). Section 280G generally provides that if compensation received by the grantee that is contingent on a change of control equals or exceeds three times the grantee’s average annual compensation for the five taxable years preceding the change of control (a “parachute payment”), the company will not be entitled to a deduction, and the recipient will be subject to a 20% excise tax with respect to that portion of the parachute payment in excess of the grantee’s average annual compensation. See “Severance Arrangements — TaxGross-Up Payments” for a description of the company’s payment obligations under its outstanding severance agreement with respect to this excise tax. Section 280G generally applies to employees or other individuals who perform services for the company if, within the12-month period preceding the change of control, the individual is an officer of the company, a shareholder owning more than 1% of the stock of the company, or a member of the group consisting of the lesser of the highest paid 1% of the employees of the company or the highest paid 250 employees of the company.

Section 162(m) Limitation

As noted above, Section 162(m) limits to $1 million the federal income tax deduction that may be claimed in any tax year of the company with respect to certain compensation payable to Section 162(m) Officers. This limit does not apply to “performance-based compensation” paid under a plan that meets the requirements of Section 162(m) of the Internal Revenue Code and the regulations promulgated thereunder. The 2009 MIP has been drafted and is intended to be administered in a manner that would enable the compensation paid to Section 162(m) Officers to qualify as performance-based for purposes of Section 162(m). Stockholder approval of the 2009 MIP is necessary in order for compensation paid under the 2009 MIP to qualify as performance-based for purposes of Section 162(m).

Deferred Compensation

Awards made under the 2009 MIP, including awards granted under the 2009 MIP that are considered to be deferred compensation for purposes of Section 409A of the Internal Revenue Code, must satisfy the requirements of Internal Revenue Code Section 409A to avoid adverse tax consequences to recipients, which could include the inclusion of amounts not payable currently in income, an excise tax of 20% tax on any amount included in income and interest. The Company intends to structure any awards under the Plan such that the requirements under Internal Revenue Code Section 409A are either satisfied or are not applicable to such awards.

The discussion set forth above is intended only as a summary and does not purport to be a complete enumeration or analysis of all potential tax effects relevant to recipients of awards under the 2009 MIP. We have not undertaken to discuss the tax

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treatment of awards under the 2009 MIP in connection with a merger, consolidation or similar transaction. Such treatment will depend on the terms of the transaction and the method of dealing with the awards in connection therewith.

New Plan Benefits

Because of the discretionary nature of any future awards under the Plan, the amount of such awards is not determinable at this time with respect to the Company’s executive officers, including the named executive officers, and the Company’s other employees.

Executive Deferred Compensation Plan

Participants in the 2009 MIP will be entitled to defer portions of any bonus payable under the 2009 MIP and receive matching contributions to their accounts under the Company’s Executive Deferred Compensation Plan. See “Compensation Discussion and Analysis — Retirement/Career Incentives — Nonqualified Executive Deferred Compensation Plan”.

Supplemental Executive Retirement Plan

Bonuses payable under the 2009 MIP capped at 150% of the participant’s base salary in effect at the end of the relevant fiscal year will be included in calculating a participant’s final average compensation for purposes of determining benefits payable under the current Supplemental Executive Retirement Plan. See “Compensation Discussion and Analysis — Retirement/Career Incentives — Supplemental Executive Retirement Plan”.

Certain Interests of Directors

In considering the recommendation of the Board of Directors with respect to this proposal to approve the 2009 MIP, stockholders should be aware that members of the Board of Directors may from time to time have interests that present them with conflicts of interest in connection with this proposal. For example, Directors who are also employees of the company will be eligible for the grant of awards under the 2009 MIP; however, only Messrs. DeLaney and Spitler are currently both a director and employee of the company, and neither individual serves on the Compensation Committee. The Board of Directors believes that approval of the 2009 MIP will advance the interests of the Company and its stockholders by encouraging employees to make significant contributions to the long-term success of the Company.

Required Vote

The affirmative vote of a majority of votes cast, either for or against, is required to approve this proposal. Broker non-votes and abstentions are not considered to be votes cast for this purpose.

The Board of Directors recommends a vote FOR approval of the
~~2007 Stock~~ 2009 Management Incentive Plan.

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~~PROPOSAL TO APPROVE THE AMENDED AND RESTATED~~
~~1974 EMPLOYEES’ STOCK PURCHASE PLAN~~

~~ITEM NO. 3 ON THE PROXY CARD~~

On September 19, 2007, the Board of Directors adopted the Amended and Restated 1974 Employees’ Stock Purchase Plan, subject to stockholder approval. The Board of Directors amended and restated the 1974 Employees’ Stock Purchase Plan to reserve 6,000,000 additional shares of SYSCO common stock for issuance under the plan and to provide that, with respect to SYSCO’s foreign subsidiaries, participants in the plan will include the eligible employees of only those SYSCO foreign subsidiaries that are designated as participating subsidiaries.

The plan originally provided that 100,000 shares of company common stock be reserved for issuance under the plan. This amount has been increased to 68,000,000 shares as a result of stock splits and additional authorizations, with 2,752,188 shares remaining available for future issuance as of September 11, 2007. The proposed amended and restated plan would increase this amount to 74,000,000 shares. The Board of Directors approved this increase in light of the number of shares remaining available for issuance under the plan and the historical rate at which shares have been issued thereunder.

The plan, prior to these amendments, also provided that employees of all of the company’s subsidiaries, without distinction between its foreign and domestic subsidiaries, were participants in the plan. One of the reasons that SYSCO maintains the plan is to provide a benefit to its employees. Employees of SYSCO and of SYSCO’s U.S. subsidiaries receive certain U.S. federal tax benefits as a result of purchasing shares of the company’s common stock by participating in the plan, as discussed below at “Federal Income Tax Consequences;” however, similar tax benefits may not be available to employees of SYSCO’s foreign subsidiaries because of the differing tax laws of those foreign countries. As a result, the Board of Directors believes that it is prudent for the Committee administering the plan, currently the Employee Benefits Committee, to preserve flexibility in designating which foreign subsidiaries’ employees may participate in the plan. In addition, allowing employees of certain foreign subsidiaries to participate in the plan could prove to be too costly for the company. In such an event, under the amended and restated plan, the administering Committee will be able to weigh the costs and use its discretion to determine which foreign employees may participate.

As amended, the Stock Purchase Plan provides that all full-time employees of the company and its U.S. subsidiaries (and employees of those foreign subsidiaries of the company that the Committee designated as participating foreign subsidiaries), who do not own five percent (5%) or more of the outstanding SYSCO common stock and who are not directors of the company, and who are, on the first day of each calendar quarter, in the employ of the company or any subsidiary on a full time basis (i.e., more than 20 hours per week for at least five months per year) are eligible to participate in the Stock Purchase Plan. Employees participate through payroll deductions which accumulate during each calendar quarter and are applied as of the last business day of each calendar quarter toward the purchase of shares of company common stock at a price per share equal to eighty-five percent (85%) of the closing price thereof on the New York Stock Exchange on the last trading day of the quarter. A participant’s payroll deductions may not exceed ten percent (10%) of his or her total annual compensation for the previous calendar year, or $21,250, whichever is less, divided by the number of pay periods in the calendar year, which is currently four (4). The company receives the discounted purchase price of the shares issued under the Stock Purchase Plan less the cost of commissions and other charges incurred in connection with the operation and administration of the Stock Purchase Plan. As of September 11, 2007, the closing price of company common stock on the New York Stock Exchange was $33.46. Currently, approximately 51,000 employees are within the class eligible for selection to participate in the Stock Purchase Plan.

~~No participant may purchase shares in any calendar year under the Stock Purchase Plan having a market value of more than $25,000 as of the last day of each calendar quarter.~~

Since purchases of shares pursuant to the Stock Purchase Plan are a function of the decisions of eligible employees as to payroll deductions, it is impossible to determine the dollar value of benefits in the form of discounted purchase price to which any individuals would be entitled during fiscal 2008 pursuant to the Stock Purchase Plan. As directors of the company are not eligible to participate in the Stock Purchase Plan, Mr. Schnieders may not participate in the Plan. Mr. Spitler was the only named executive officer to participate in the Plan during fiscal 2007. During fiscal 2007, 746 shares were purchased by Mr. Spitler, 1,251 shares were purchased by executive officers who are not directors as a group and 1,706,998 shares were purchased by employees other than executive officers, in each case at prices ranging from $25.98 to $31.25 per share. As discussed above, in each instance, purchases were made at a 15% discount to the closing price of the common stock on the NYSE on the date of purchase.

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~~Federal Income Tax Consequences~~

The Stock Purchase Plan is intended to qualify as an employee stock purchase plan within the meaning of Section 423 of the Internal Revenue Internal Revenue Code. Under the Code, an employee who elects to participate in the Stock Purchase Plan will not realize income at the time the purchase rights are granted or when the shares purchased under the Stock Purchase Plan are transferred to him or her. If an employee disposes of any shares of such stock within either two years after the first day of the quarter in which the shares were purchased or one year after the transfer of such shares to such employee, the excess of the fair market value of the stock on the last day of the quarter over the price actually paid for the shares by the employee is reportable by the employee as ordinary income. The employee’s cost basis in the disposed shares is increased by the amount of ordinary income which must be recognized upon such disposition so that the excess of the proceeds from the sale or exchange over the employee’s recomputed basis in the stock is treated as a capital gain. If the amount realized on the sale or exchange of the shares is less than the price paid for the shares, no ordinary income is recognized and the employee recognizes a capital loss. In the event of a disposition within such two-year or one-year period, the company will be entitled to a deduction from income equal to the amount the employee is required to include in income as a result of such disposition.

When an employee disposes of any shares of stock after satisfying the holding periods discussed in the immediately preceding paragraph, the employee realizes ordinary income to the extent of the lesser of: (i) the excess of the fair market value of the shares at the time of disposition over the amount paid by the employee for the shares or (ii) the excess of the fair market value of the shares on the last day of the quarter in which the shares were purchased over the option price at that time (i.e., 85% of the fair market value of the shares on that date). The amount of ordinary income which the employee is required to recognize is added to the basis of the shares so that the portion of the proceeds in excess of the sum of the cost thereof plus the ordinary income will be treated as a capital gain. In the event of such dispositions, the company will not be entitled to any deductions from income.

~~A copy of the proposed Amended and Restated 1974 Employees’ Stock Purchase Plan is attached as Annex B hereto.~~

~~The Board of Directors recommends a vote FOR the proposal to approve the Amended and~~

~~Restated 1974 Employees’ Stock Purchase Plan~~.

PROPOSAL TO RATIFY APPOINTMENT OF INDEPENDENT ~~ACCOUNTANTS~~REGISTERED PUBLIC ACCOUNTING FIRM
ITEM NO. 45 ON THE PROXY CARD

The Audit Committee of the Board has appointed Ernst & Young LLP as ~~SYSCO’s~~Sysco’s independent ~~accountants~~registered public accounting firm for fiscal ~~2008.~~2010. Ernst & Young LLP has served as the company’s independent public ~~accountants~~registered public accounting firm providing auditing, financial and tax services since their engagement in fiscal 2002. In determining to appoint Ernst & Young, the Audit Committee carefully considered Ernst & Young’s past performance for the company, its independence with respect to the services to be performed and its general reputation for adherence to professional auditing standards.

Although the company is not required to seek ratification, the Audit Committee and the Board believe it is sound corporate governance to do so. If stockholders do not ratify the appointment of Ernst & Young, the current appointment will stand, but the Audit Committee will consider the stockholders’ action in determining whether to appoint Ernst & Young as the company’s independent ~~accountants~~registered public accounting firm for fiscal ~~2009.~~2010.

Representatives of Ernst & Young LLP will be present at the Annual Meeting and will have the opportunity to make a statement if they desire to do so. They will also be available to respond to appropriate questions.

The Board of Directors recommends a vote FOR the ratification of the
appointment of the independent ~~accountants~~registered public accounting firm for fiscal ~~2008.~~2010.

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ADVISORY VOTE ON EXECUTIVE COMPENSATION
PHILOSOPHY, POLICIES AND PROCEDURES
ITEM NO. 6 ON THE PROXY CARD

We believe that our compensation policies and procedures are centered on apay-for-performance philosophy and are strongly aligned with the long-term interests of our stockholders.

We also believe that both Sysco and its stockholders benefit from corporate governance policies that are responsive to stockholder concerns. A number of our stockholders have expressed an interest in a non-binding advisory vote on the overall executive compensation philosophy, policies and procedures employed by the Company. Thus, with the approval of the Board of Directors and its Compensation Committee, the Company is voluntarily providing stockholders with the right to cast an advisory vote on our executive compensation philosophy, policies and procedures at the 2009 annual meeting of stockholders.

This proposal, commonly known as a“Say-on-Pay” proposal, gives you as a stockholder the opportunity to endorse or not endorse our executive pay philosophy, policies and procedures. This vote is intended to provide an overall assessment of our executive compensation program rather than focus on any specific item of compensation. The Compensation Committee and the Board intend to take into account the outcome of the vote when considering future executive compensation arrangements. However, because your vote is an advisory, non-binding vote, it will not directly affect or otherwise limit any existing compensation or award arrangements of any of our named executive officers. As described in the “Compensation Discussion and Analysis”, the following key principles remain the cornerstone of Sysco’s executive compensation philosophy:


	•	Pay for performance
	•	Enhance stockholder value
	•	Strike appropriate balance between short-term and long-term compensation and short-term and long-term interests of the business
	•	Provide competitive executive compensation and benefits

By adhering to these key principles, we believe that the application of our compensation philosophy, policies and procedures have resulted in executive compensation decisions that are appropriate and that have benefitted the Company over time. Sysco’s executive compensation program has resulted in a corporate culture that recognizes and incents individual and team performance and that aligns the interests of stockholders and executives by linking a substantial portion of compensation to the Company’s performance. For example:


	•	The named executive officers did not receive an annual bonus for fiscal 2009 because the minimum performance criteria of a 4% increase in diluted earnings per share was not satisfied;
	•	Approximately 83% of the total fiscal 2008 compensation disclosed in the 2008 Summary Compensation Table for our named executive officers (excluding the increase in the value of retirement benefits and earnings on deferred compensation), were annual and longer-term incentives, including MIP bonus, supplemental bonus, cash performance unit grants and stock option grants, that were at risk if certain performance criteria were not satisfied or were subject to our future performance; and
	•	Despite the fact that our corporate officers earned no MIP bonus for fiscal 2009, approximately 59% of the total fiscal 2009 compensation disclosed in the Summary Compensation Table for our named executive officers (excluding the increase in the value of retirement benefits and earnings on deferred compensation), were annual and longer-term incentives, including cash performance unit grants and stock option grants, that were at risk if certain performance criteria were not satisfied or were subject to our future performance.

The Compensation Committee of our Board of Directors, which is responsible for determining the compensation of our executive officers, is composed solely of outside directors who satisfy the independence requirements of the New York Stock Exchange. To assist it, the Compensation Committee engages Mercer, an independent compensation consultant. As a result, the Compensation Committee provides independent oversight and engages in an ongoing independent review of all aspects of our executive compensation programs.

In addition, during fiscal 2009, the Compensation Committee and Board adopted a policy that requires the Company to recapture incentive payments paid to an executive if, within 36 months after the payment and following certain specified restatements of financial results, it is determined that such incentive payments would have been lower had they been calculated based on such restated results. Specific provisions enforcing this clawback policy were included in the fiscal 2010 MIP awards granted in May 2009 and are expected to be included in the CPU awards to be issued in November 2009.

We invite you to consider the details provided in the “Compensation Discussion and Analysis”, as well as the Summary Compensation Table and the tables and other information that follow it. These will provide you with the breadth of the

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considerations that are taken into account when setting compensation, as well as details of the valuation of the individual elements of the compensation program. The Summary Compensation Table and its footnotes allow you to view the trends in compensation and application of our philosophies and practices for the years presented.

Given the information provided above and elsewhere in this proxy statement, the Board of Directors asks you to approve the following resolution:

“Resolved, that Sysco’s stockholders approve the compensation philosophy, policies and procedures employed by Sysco’s Compensation Committee, as described in the “Compensation Discussion and Analysis” and the tabular disclosure regarding named executive officer compensation (together with the accompanying narrative disclosure) in this proxy statement”

The Board of Directors recommends that you vote “FOR” this proposal

approving the compensation philosophy, policies and procedures of the Compensation Committee.

STOCKHOLDER PROPOSAL TO REQUEST THAT THE
BOARD OF DIRECTORS ADOPT CERTAIN PRINCIPLES FOR HEALTH CARE REFORM
ITEM NO. 7 ON THE PROXY CARD

The AFL-CIO Reserve Fund of 815 Sixteenth Street, N.W., Washington, D.C. 20006, owner of 455 shares of Sysco common stock, has notified us that it intends to present the following proposal at the Annual Meeting. In accordance with applicable proxy regulations, the proposal and supporting statement, for which Sysco accepts no responsibility, are set forth below exactly as they were submitted by the proponent.

RESOLVED: Shareholders of Sysco Corporation (the “Company”) urge the Board of Directors to adopt principles for health care reform based upon principles reported by the Institute of Medicine:

1. Health care coverage should be universal.

2. Health care coverage should be continuous.

3. Health care coverage should be affordable to individuals and families.

4. The health insurance strategy should be affordable and sustainable for society.

5. Health insurance should enhance health and well being by promoting access to high-quality that is effective, efficient, safe, timely, patient-centered, and equitable.

SUPPORTING STATEMENT

The Institute of Medicine, established by Congress as part of the National Academy of Sciences, issued five principles for reforming health insurance coverage in a report,Insuring America’s Health: Principles and Recommendations (2004). We believe principles for health care reform, such as those set forth by the Institute of Medicine, are essential if public confidence in our Company’s commitment to health care coverage is to be maintained.

Access to affordable, comprehensive health care insurance is the most significant social policy issue in America according to polls by NBC News/The Wall Street Journal, the Kaiser Foundation andThe New York Times/CBS News. In our opinion, health care reform also is a central issue in the presidential campaign of 2008.

Many national organizations have made health care reform a priority. In 2007, representing “a stark departure from practice,” the American Cancer Society redirected its entire $15 million advertising budget “to the consequences of inadequate health coverage” in the United States (The New York Times,8/31/07).

John Castellani, president of the Business Roundtable (representing 160 of the country’s largest companies), has stated that 52 percent of the Business Roundtable’s members say health costs represent their biggest economic challenge. “The cost of health care has put a tremendous weight on the U.S. economy,” according to Castellani, “The current situation is not sustainable in a global, competitive workplace.” (BusinessWeek, July 3, 2007).

The National Coalition on Health Care (whose members include some of the largest publicly-held companies, institutional investors and labor unions) also has created principles for health insurance reform. According to the National Coalition on Health Care, implementing its principles would save employers presently providing health insurance coverage an estimated $595-$848 billion in the first 10 years of implementation.

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We believe that the 47 million Americans without health insurance results in higher costs, causing an adverse effect on shareholder value for our Company, as well as all other U.S. companies which provide health insurance to their employees. Annual surcharges as high as $1,160 for the uninsured are added to the total cost of each employee’s health insurance, according to Kenneth Thorpe, a leading health economist at Emory University. Moreover, we feel that increasing health care costs further reduces shareholder value when it leads companies to shift costs to employees, thereby reducing employee productivity, health and morale.

BOARD OF DIRECTORS’ STATEMENT IN OPPOSITION OF THE PROPOSAL

The Board of Directors unanimously recommends a vote “AGAINST” this stockholder proposal.

While we recognize the ongoing national dialogue related to health care and the importance of providing comprehensive employee benefits (including health care) to attract and retain employees, the Board has considered the stockholder proposal and believes its adoption is unnecessary. Furthermore, the Board does not believe that Sysco’s Annual Meeting is the proper forum for this national policy debate.

The Board believes that supplying efficient and effective health care coverage at the company level is an important employee benefit issue best addressed by Sysco’s management. Sysco is committed to providing its employees, retirees and their families with quality, cost-effective health and life management benefits designed to meet their diverse and changing needs. We provide medical, dental and vision coverage with the majority of the cost borne by Sysco. We also offer wellness programs to many of our employees, includingon-site health screenings,on-site fitness centers at selected locations, a smoking cessation program, lifestyle coaching, disease management and decision-making tools to help employees better manage their overall health. These benefits, which are highly valued by our employees, also help our business by enhancing employee well-being and productivity.

Comprehensive health care reform involves complex legislative and public policy issues. Furthermore, the IOM principles upon which the proposal is based are very complex. A full and complete explanation of the IOM principles and how they relate to the many pending health care reform proposals would require voluminous detail and analysis. This would be an expensive and time consuming project, and we believe that Sysco’s Annual Meeting is not the proper forum to consider these matters. The Board believes that such issues are best addressed by elected officials, health care and public policy experts, and industry groups. Furthermore, the Board does not believe that Sysco’s adoption of the broad and vague health care principles in this proposal would effectively contribute to the ongoing debate surrounding health care reform.

Finally, it is not in the best interests of Sysco and our stockholders for the Board to potentially constrain the Company’s ability to provide health care programs to our employees by adopting the principles of any single organization. We must be able to make appropriate determinations about what health care alternatives are in the best interests of our employees and their families and to offer innovative health care solutions.

For the foregoing reasons, the Board of Directors believes that this stockholder proposal is not in the best interest of Sysco and its stockholders.Therefore, the Board of Directors unanimously recommends a vote “AGAINST” this stockholder proposal.

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STOCKHOLDER PROPOSALS

Presenting Business

If you would like to present a proposal underRule 14a-8 of the Securities Exchange Act of 1934 at our ~~2008~~2010 Annual Meeting of Stockholders, send the proposal in time for us to receive it no later than ~~May 29, 2008.~~June 9, 2010. If the date of our ~~2008~~2010 Annual Meeting is subsequently changed by more than 30 days from the date of this year’s Annual Meeting, we will inform you of the change and the date by which we must receive proposals. If you want to present business at our ~~2008~~2010 Annual Meeting outside of the shareholder proposal rules ofRule 14a-8 of the Exchange Act and instead pursuant to Article I, Section 8 of the company’s

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Bylaws, the Corporate Secretary must receive notice of your proposal by August ~~11, 2008,~~20, 2010, but not before July ~~2, 2008,~~11, 2010, and you must be a stockholder of record on the date you provide notice of your proposal to the company and on the record date for determining stockholders entitled to notice of the meeting and to vote.

Nominating Directors for Election

The Corporate Governance and Nominating Committee will consider any director nominees you recommend in writing for the ~~2008~~2010 Annual Meeting ~~by following~~if you submit such written recommendation in conformity with the ~~procedures~~procedural and ~~adhering to the deadlines discussed~~informational requirements set forth at ~~“Presenting Business” above.~~“Corporate Governance And Board Of Directors Matters — Nominating Committee Policies and Procedures in Identifying and Evaluating Potential Director Nominees” no later than May 1, 2010. You may also nominate someone yourself at the ~~2008~~2010 Annual Meeting, as long as the Corporate Secretary receives notice of such nomination between July ~~2, 2008~~11, 2010 and August ~~11, 2008,~~20, 2010, and you follow the procedures outlined in Article I, Section 7 of the company’s Bylaws.

Meeting Date Changes

If the date of next year’s Annual Meeting is advanced by more than 30 days prior to or delayed by more than 60 days after the date of this year’s Annual Meeting, we will inform you of the change, and we must receive your director nominee notices or your stockholder proposals outside ofRule 14a-8 of the Exchange Act by the latest of 90 days before the Annual Meeting, 10 days after we mail the notice of the changed date of the Annual Meeting or 10 days after we publicly disclose the changed date of the Annual Meeting.

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ANNEX A

SYSCO CORPORATION
2009 NON-EMPLOYEE DIRECTORS STOCK PLAN

ARTICLE 1
GENERAL

This 2009 Non-Employee Directors Stock Plan (the “Plan”) is established to attract, retain and compensate for service as members of the Board of Directors highly qualified individuals who are not current employees of Sysco Corporation (the “Corporation”) and to enable them to increase their ownership in the Corporation’s common stock. This Plan will be beneficial to the Corporation and its stockholders since it will allow these Directors to have a greater personal financial stake in the Corporation through the ownership of the Corporation’s common stock, in addition to underscoring their common interest with stockholders in increasing the value of the Corporation over the longer term. The Plan provides for the grant of Restricted Stock, Restricted Stock Units, Elected Shares and Additional Shares (all as defined herein, and collectively, “Awards”)

Section 1.1 Eligibility. All members of the Corporation’s Board of Directors who are not current employees of the Corporation or any of its subsidiaries (“Non-Employee Directors”) are eligible to participate in this Plan.

Section 1.2 Shares Available.

(a) Number of Shares Available. There are reserved for issuance under this Plan 750,000 shares of the Corporation’s Common Stock, $1.00 par value (“Common Stock”), which may be authorized but unissued shares, treasury shares, or shares purchased on the open market.

(b) Recapitalization Adjustment. In the event of a reorganization, recapitalization, stock split, stock dividend, combination of shares, merger, consolidation, rights offering, or any other change in the corporate structure or shares of the Corporation, adjustments in the number and kind of shares authorized by this Plan and in the number and kind of shares that may or are required to be issued hereunder pursuant to any type of Award hereunder shall automatically be made if, and in the same manner as, similar adjustments are made to awards issued under the Corporation’s incentive plans for management of the Corporation then in effect.

(c) Replenishment. If any shares of Common Stock subject to an Award are forfeited or cancelled, or if an Award terminates or expires without a distribution of shares to the grantee, the shares of Common Stock with respect to such Award shall, to the extent of any such forfeiture or cancellation, again be available for Awards under the Plan. Shares of Common Stock shall not again be available if such shares are surrendered or withheld as payment of withholding taxes in respect of an Award. Awards that are settled solely in cash shall not reduce the number of shares of Common Stock available for Awards.

Section 1.3 Deferral of Shares. A Non-Employee Director may elect to defer receipt of all or any portion of any shares of Common Stock to be issued under this Plan, whether such shares are to be issued as a grant of Restricted Stock, Elected Shares or Additional Shares, or upon the vesting of a Restricted Stock Unit grant. Deferral elections shall be made in accordance with terms and conditions set forth in the Sysco Corporation 2009 Board of Directors Stock Deferral Plan (the “Deferred Stock Plan”). Shares of Common Stock to be issued to the Non-Employee Director as a result of a deferral election, without regard to the reinvestment of deemed dividends, if any, at the times and in the form provided under the Deferred Stock Plan shall not be available for other Awards under this Plan. Notwithstanding the foregoing, in the event that Common Stock to be issued under the Deferred Stock Plan resulting from the reinvestment of deemed dividends, if any, would cause the Corporation to exceed the maximum number of shares of Common Stock that may be issued under this Plan, the Common Stock attributable to such dividends shall be paid to the Non-Employee Director in cash based on the Fair Market Value on the date the Non-Employee Director’s deferral otherwise is paid. For purposes of determining the “Fair Market Value” of a share of Common Stock as of any date, the “Fair Market Value” as of that date shall be the last closing price of the Common Stock on the first business day prior to that date on the New York Stock Exchange or, if the Common Stock is not listed on the New York Stock Exchange, on any other exchange or quotation system on which the Common Stock is listed or quoted.

ARTICLE 2
ELECTION TO RECEIVE COMMON STOCK

Section 2.1 Eligibility.

(a) A Non-Employee Director who is otherwise eligible to receive cash payment for services provided as a Director may elect to receive up to 100% of his or her annual retainer fee (excluding (i) any additional retainer fee paid for serving as a

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committee chairman (a “Committee Chairman”), (ii) any fees or other amounts payable for attendance at the meetings of the Board or for service on any committee thereof and (iii) any additional retainer fee paid to a Non-Executive Chairman of the Board (a “Board Chairman”) for his or her service in such capacity), in 10% increments, in the form of Common Stock (a “Stock Election”), subject to the following terms of this Article 2.

(b) In addition to the Stock Election, a Board Chairman or a Committee Chairman who is otherwise eligible to receive an additional cash payment for his or her service in such capacity (the “Chairman’s Fee”) may elect to receive up to 100% of such Chairman’s Fee, in 10% increments, in the form of Common Stock (a “Chairman’s Stock Election”), subject to the following terms of this Article 2.

(c) The amount of the fee which a Non-Employee Director, Board Chairman or Committee Chairman elects to receive in Common Stock is referred to herein as the “Elected Amount.” The Elected Amount shall be deducted ratably from the quarterly payments of the annual retainer fee payable to such Non-Employer Director, Board Chairman or Committee Chairman in that calendar year in which the Elected Amount would have been paid but for the Stock Election.

Section 2.2 Common Stock.

(a) Any Non-Employee Director, Board Chairman or Committee Chairman who makes a Stock Election or Chairman’s Stock Election pursuant to Section 2.1 (an “Electing Director”) shall have an account created on the books of the Corporation to which shares of Common Stock shall be credited and debited as provided in this Article 2 (the “Stock Account”).

(b) The “Eligible Elected Amount” is the lesser of a Non-Employee Director’s Stock Election made pursuant to Section 2.1(a) or 50% of his or her annual retainer fee eligible for a Stock Election made pursuant to Section 2.1(a). With respect to this Section 2.2(b), only a Non-Employee Director’s Eligible Elected Amount shall be used in the calculation of Additional Shares, as described in Section 2.2(b)(ii) below. Each Electing Director who makes a Stock Election pursuant to Section 2.1(a) shall, except as provided in Section 1.3, have credited to his or her Stock Account on the date of each quarterly payment of the annual retainer fee (the “Quarterly Payment Date”) the sum of (i) that number of shares of Common Stock determined by dividing his or her Elected Amount attributable to a Stock Election made pursuant to Section 2.1(a) by the Fair Market Value on such Quarterly Payment Date (such shares are referred to as “Elected Shares”) and (ii) that number of shares of Common Stock determined by dividing 50% of the Eligible Elected Amount by the Fair Market Value on such Quarterly Payment Date (such shares are referred to as “Additional Shares”).

(c) Any Board Chairman or Committee Chairman who makes a Chairman’s Stock Election pursuant to Section 2.1(b) shall, except as provided in Section 1.3, have credited to his or her Stock Account on the Quarterly Payment Date that number of shares of Common Stock determined by dividing his or her Elected Amount attributable to a Chairman’s Stock Election made pursuant to Section 2.1(b) by the Fair Market Value on such Quarterly Payment Date (such shares are referred to as “Chairman’s Elected Shares”). For purposes of this Plan, all references to “Elected Shares” shall be deemed to include the Chairman’s Elected Shares.

Section 2.3 Vesting. All Elected Shares and Additional Shares shall be 100% vested as of the date they are credited to the Electing Director’s Stock Account. Elected Shares may not be sold or transferred prior to the date they are issued. Additional Shares may not be sold or transferred for a period of one year after the date as of which they are issued (or, if deferred, the date as of which they would have been issued, but for the deferral) and such shares shall bear a legend setting forth this restriction (the “Restriction”). The Restriction shall remain in effect after the date an Electing Director ceases to be a Director; provided, however, that (i) if an Electing Director ceases to be a Director by reason of death, disability or cessation of service under the circumstances described in Section 4.1 (a) or (b), or as otherwise determined by the Board of Directors, the Restriction shall lapse and be of no further force or effect on or after the date of such death, disability, cessation of service or determination; and (ii) the Restriction shall lapse and be of no further force or effect on the date of a Change in Control, as defined below.

For purposes of this Plan, “Change in Control” means:

(i) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning ofRule 13d-3 promulgated under the Exchange Act) of 20% or more of either (A) the then-outstanding shares of Common Stock of the Corporation (the “Outstanding Corporation Common Stock”) or (B) the combined voting power of the then-outstanding voting securities of the Corporation entitled to vote generally in the election of directors (the “Outstanding Corporation Voting Securities”);provided,however, that, for purposes of this definition, the following acquisitions shall not constitute a Change in Control: (1) any acquisition directly from the Corporation, (2) any acquisition by the Corporation, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Corporation or any company controlled by, controlling or under common control with the Corporation or (4) any

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acquisition by any corporation pursuant to a transaction that complies with subparagraphs (iii)(A), (iii)(B) and (iii)(C) below;

(ii) The occurrence of the following: Individuals who, as of November 18, 2009, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board;provided,however, that any individual becoming a director subsequent to November 18, 2009 whose election, or nomination for election by the Corporation’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;

(iii) Consummation of a reorganization, merger, statutory share exchange or consolidation or similar corporate transaction involving the Corporation or any of its subsidiaries, a sale or other disposition of all or substantially all of the assets of the Corporation, or the acquisition of assets or stock of another entity by the Corporation or any of its subsidiaries (each, a “Business Combination”), in each case unless, following such Business Combination, (A) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Corporation Common Stock and the Outstanding Corporation 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 the Corporation or all or substantially all of the Corporation’s assets either directly or through one or more subsidiaries) in substantially the same proportions to one another as their ownership immediately prior to such Business Combination of the Outstanding Corporation Common Stock and the Outstanding Corporation Voting Securities, as the case may be, (B) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Corporation 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 (C) 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 providing for such Business Combination; or

(iv) Approval by the stockholders of the Corporation of a complete liquidation or dissolution of the Corporation.

Section 2.4 Date of Issuance. The effective date of issuance of Common Stock issued pursuant to this Article 2 (the “Issue Date”) shall be December 31 for any year as to which a Non-Employee Director, Board Chairman or Committee Chairman has made a Stock Election or Chairman’s Stock Election as described in Section 2.1 hereof, or if December 31 is not a business day for the Corporation’s transfer agent, the last business day of the Corporation’s transfer agent prior to December 31. On, or as soon as practicable after, the Issue Date, a certificate for the total number of vested shares in his or her account on the Issue Date shall be issued to such Electing Director subject to the other terms and conditions of this Plan, and at that time, the balance in such Electing Director’s Stock Account shall be debited by the number of shares issued. Notwithstanding the foregoing, if a Non-Employee Director, Board Chairman or Committee Chairman ceases to be a director for any reason when there are shares credited to such director’s Stock Account, certificates for such shares shall be issued within 60 days of the date such Non-Employee Director, Board Chairman or Committee Chairman ceases to be a Director and the Issue Date of such shares shall be the date such Non-Employee Director ceased to be a director.

Section 2.5 Method of Election. A Non-Employee Director, Board Chairman or Committee Chairman who wishes to make a Stock Election or Chairman’s Stock Election must deliver to the Secretary of the Corporation a written irrevocable election specifying the Elected Amount by December 31 of the calendar year immediately prior to the calendar year to which the Stock Election or Chairman’s Stock Election relates (or at such other time required under rules established by the Board).

Section 2.6 Calendar 2009 Stock Elections. Elected Shares and Additional Shares may be issued under the Plan pursuant to Stock Elections made in calendar 2009 pursuant to the Corporation’s Amended and Restated 2005 Non-Employee Directors Stock Plan (the “Prior Directors Plan”); provided, however, that such shares shall be subject to the provisions of the Prior Directors Plan.

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ARTICLE 3
RESTRICTED STOCK AND RESTRICTED STOCK UNITS

Section 3.1 Grant of Restricted Stock or Restricted Stock Units. Subject to the terms and provisions of the Plan, the Board of Directors, at any time and from time to time, may grant shares of Restricted Stockand/or Restricted Stock Units, as such terms are defined below, to participants in such amounts and upon such terms and conditions as the Board shall determine; provided, however, that no grant of Restricted Stock or of any Restricted Stock Unit shall in any event vest earlier than one year following the date of grant. “Restricted Stock” means an award of Common Stock subject to forfeiture based on the passage of time, the achievement of performance goals,and/or upon the occurrence of other events as determined by the Board in its discretion, granted subject to the terms of this Plan. “Restricted Stock Unit” means an award denominated in units whose value is derived from Common Stock and which is subject to forfeiture based on the passage of time, the achievement of performance goals,and/or upon the occurrence of other events as determined by the Board in its discretion, granted subject to the terms of this Plan.

Section 3.2 Restricted Stock or Restricted Stock Unit Agreement. Each Restricted Stockand/or Restricted Stock Unit grant shall be evidenced by an Award Agreement duly executed by the Corporation and the Non-Employer Director to whom the award is granted that shall specify the period(s) and types of restrictions, the number of shares of Restricted Stock or the number of Restricted Stock Units granted, and any such other provisions as the Board shall determine.

Section 3.3 Other Restrictions.

(a) The Board shall impose, in the Award Agreement at the time of grant or anytime thereafter, such other conditionsand/or restrictions on any shares of Restricted Stock or Restricted Stock Units granted pursuant to this Plan as it may deem advisable including, without limitation, a requirement that participants pay a stipulated purchase price for each share of Restricted Stock or each Restricted Stock Unit, that specific performance goals be obtained, the imposition of time-based restrictions on vesting following the attainment of the performance goals, time-based restrictions, restrictions under applicable laws or under the requirements of any stock exchange or market upon which such shares are listed or traded, or holding requirements or sale restrictions placed on the shares by the Corporation upon vesting of such Restricted Stock or Restricted Stock Units. Except as otherwise provided in this Article 3 or the applicable Award Agreement, shares of Restricted Stock covered by each Restricted Stock award shall become freely transferable by the participant, subject to compliance with applicable laws, after all conditions and restrictions applicable to such shares have been satisfied or lapse.

(b) Common Stock subject to a Restricted Stock award may not be sold, assigned, transferred, pledged or otherwise encumbered prior to the date it is vested, and except as otherwise specified by the Board, Restricted Stock Units may not be transferred.

(c) Each certificate issued in respect of Common Stock pursuant to a Restricted Stock award shall be registered in the name of the Non-Employee Director and deposited with the Corporation until such time as all restrictions have lapsed.

Section 3.4 Certificate Legend. In addition to any other legends placed on certificates, each certificate representing shares of Restricted Stock granted pursuant to the Plan may bear a legend such as the following:

The sale or other transfer of the shares of stock represented by this certificate, whether voluntary, involuntary, or by operation of law, is subject to certain restrictions on transfer as set forth in the Sysco Corporation 2009 Non-Employee Directors Stock Plan, and in the associated Award Agreement. A copy of the Plan and such Award Agreement may be obtained from Sysco Corporation.

Section 3.5 Voting Rights. To the extent required by law, participants in whose names shares of Restricted Stock granted hereunder shall be issued, shall be granted the right to exercise full voting rights with respect to those shares during the period of restriction. A participant shall have no voting rights with respect to any Restricted Stock Units granted hereunder.

Section 3.6 Dividends and Other Distributions. During the period of restriction, participants holding shares of Restricted Stock or Restricted Stock Units granted hereunder may, if the Board so determines, be credited with dividends paid with respect to the underlying shares or dividend equivalents while they are so held in a manner determined by the Board in its sole discretion. The Board may apply any restrictions to the dividends or dividend equivalents that the Board deems appropriate. The Board, in its sole discretion, may determine the form of payment of dividends or dividend equivalents, including cash, unrestricted Common Stock, Restricted Stock, or Restricted Stock Units.

Section 3.7 Payment in Consideration of Restricted Stock Units. When and if Restricted Stock Units become payable, a participant having received the grant of such units shall be entitled to receive payment from the Corporation in cash, shares of Common Stock of equivalent value (based on the Fair Market Value thereof), in some combination thereof, or in any other form determined by the Board in its sole discretion. The Board’s determination regarding the form of payout shall be set forth or reserved for later determination in the Award Agreement pertaining to the grant of the Restricted Stock Unit.

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ARTICLE 4
MISCELLANEOUS

Section 4.1 Cessation of Service. Except as set forth below and unless otherwise determined by the Board, upon cessation of service as a Non-Employee Director (for reasons other than death), all Restricted Stock and Restricted Stock Units shall be forfeited by the grantee; provided, however, that, unless otherwise determined by the Board, if (a) any Non-Employee Director serves outhis/her term but does not stand for re-election at the end thereof or (b) any Non-Employee Director shall retire from service on the Board (for reasons other than death) prior to the expiration of his or her term and on or after the date he or she attains age 71, such grantee’s Restricted Stock and Restricted Stock Units shall remain in effect and vest as if the grantee had remained a Non-Employee Director of the Corporation. The status of Elected Shares and Additional Shares shall be governed by Section 2.3.

Section 4.2 Death. Upon the death of a Non-Employee Director, all Restricted Stock and Restricted Stock Units shall vest and all restrictions with respect to Additional Shares shall lapse.

Section 4.3 Administration. This Plan shall be administered by the Board of Directors of the Corporation. This Plan may be terminated or amended by the Board of Directors as they deem advisable. The Board may delegate its authority hereunder to the Non-Employee Directors, or to any two or more thereof.

Section 4.4 Amendments. No amendment may revoke or alter in a manner unfavorable to the grantees any Restricted Stock, Restricted Stock Units, Elected Shares or Additional Shares then outstanding, and no amendment, unless approved by the Corporation’s stockholders, can increase the number of shares authorized for issuance hereunder.

Section 4.5 Term. No Restricted Stock, Restricted Stock Unit, Elected Shares or Additional Shares may be credited or awarded under this Plan after November 18, 2016. Restricted Stock and Restricted Stock Units granted prior to November 18, 2016 shall continue to vest in accordance with their terms and may be paid in accordance with the terms thereof and Elected Shares and Additional Shares credited prior to November 18, 2016 shall continue to be subject to the provisions hereof and may be issued in accordance with the terms hereof.

Section 4.6 No Other Rights. Except as provided in this Plan, no Non-Employee Director shall have any claim or right to be granted or issued a Restricted Stock Award, Restricted Stock Unit, Elected Shares or Additional Shares under this Plan. Neither this Plan nor any actions hereunder shall be construed as giving any Director any right to be retained as a director of the Corporation.

Section 4.7 Regulations and Other Approvals.

(a) The obligation of the Corporation to deliver Common Stock with respect to any Award granted under the Plan shall be subject to all applicable laws, rules and regulations, including all applicable federal and state securities laws, and the obtaining of all such approvals by governmental agencies as may be deemed necessary or appropriate by the Board.

(b) Each Award is subject to the requirement that, if at any time the Board determines, in its absolute discretion, that the listing, registration or qualification of Stock issuable pursuant to the Plan is required by any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the grant of an Award or the issuance of Common Stock, no such Award shall be granted or payment made or Common Stock issued, in whole or in part, unless listing, registration, qualification, consent or approval has been effected or obtained free of any conditions not acceptable to the Board.

(c) In the event that the disposition of Common Stock acquired pursuant to the Plan is not covered by a then current registration statement under the Securities Act of 1933, as amended (the “Securities Act”), and is not otherwise exempt from such registration, such Common Stock shall be restricted against transfer to the extent required by the Securities Act, or regulations thereunder, and applicable state securities laws, and the Board may require a grantee receiving Common Stock pursuant to the Plan, as a condition precedent to receipt of such Common Stock, to represent to the Corporation in writing that the Common Stock acquired by such grantee is acquired for investment only and not with a view to distribution.

(d) With respect to persons subject to Section 16 of the Exchange Act, it is the intent of the Corporation that the Plan and all transactions under the Plan comply with all applicable provisions ofRule 16b-3, as promulgated under the Exchange Act.

Section 4.8 Prior Plan. This Plan supersedes the Prior Directors Plan. Options granted under the Prior Directors Plan shall continue to become exercisable and may be exercised according to their terms, Restricted Stock Awards and retainer stock awards granted under the Prior Directors Plan shall continue to vest in accordance with their terms and Additional Shares (as defined in the Prior Directors Plan) granted under the Prior Directors Plan shall continue to be subject to the provisions thereof. Awards (as defined within the Prior Directors Plan) with respect to a Non-Employee Director’s service in calendar 2009 may be issued under the Prior Directors Plan.

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ANNEX AB

SYSCO CORPORATION
2007 STOCK INCENTIVE PLAN

(conformed version as amended)

SECTION 1
GENERAL

1.1 Purpose. The ~~SYSCO~~Sysco Corporation 2007 Stock Incentive Plan (the “Plan”) has been established by ~~SYSCO~~Sysco Corporation (the “Company”) to promote the interests of the Company and the stockholders of the Company by providing executive officers and other employees of the Company with appropriate incentives and rewards to encourage them to enter into and continue in the employ of the Company and to acquire a proprietary interest in the long-term success of the Company, as well as to reward the performance of these individuals in fulfilling their personal responsibilities for long-range and annual achievements. The Plan provides for the grant, in the sole discretion of the Committee, as defined below, of options (including “incentive stock options” and “nonqualified stock options”), stock appreciation rights, restricted stock, restricted stock units and other stock- based awards. The Plan is designed so that awards granted hereunder intended to comply with the requirements for “performance-based compensation” under Section 162(m) of the Code may comply with such requirements, and the Plan and such awards shall be interpreted in a manner consistent with such requirements.

1.2 Definitions. Capitalized terms in the Plan shall be defined as set forth below:

In addition to the other definitions contained herein, the following definitions shall apply:

(a) Affiliated Company. The term “Affiliated Company” means any company controlled by, controlling or under common control with the Company.

(b) Award. The term “Award” shall mean any award or benefit granted under the Plan, including, without limitation, Options, SARs, Restricted Stock, Restricted Stock Units and Other Stock-Based Awards.

(c) Award Agreement. The term “Award Agreement” means a written employment, consulting or similar agreement between a Grantee and the Company or a written Award grant agreement under the Plan.

(d) Board. The term “Board” shall mean the Board of Directors of the Company.

(e) Cause. The term “Cause” means, unless otherwise provided by the Committee, (1) “Cause” as defined in any Award Agreement to which the Grantee is a party, or (2) if there is no such Award Agreement or if it does not define Cause: (A) conviction of the Grantee for committing a felony under federal law or the law of the state in which such action occurred, (B) dishonesty in the course of fulfilling the Grantee’s employment duties or (C) willful and deliberate failure on the part of the Grantee to perform the Grantee’s employment duties in any material respect. The Committee shall, unless otherwise provided in an Award Agreement with a Grantee, have the sole discretion to determine whether “Cause” exists, and its determination shall be final.

(f) Change in Control. The term “Change in Control” shall mean:

(i) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning ofRule 13d-3 promulgated under the Exchange Act) of 20% or more of either (A) the then-outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (B) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”);provided,however, that, for purposes of this definition, the following acquisitions shall not constitute a Change in Control: (1) any acquisition directly from the Company, (2) any acquisition by the Company, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Affiliated Company or (4) any acquisition by any corporation; pursuant to a transaction that complies with subparagraphs (iii)(A), (iii)(B) and (iii)(C) below;

(ii) The occurrence of the following: Individuals who, as of November 9, 2007, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board;provided,however, that any individual becoming a director subsequent to November 9, 2007 whose election, or nomination for election by the Company’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

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purpose, any such individual whose initial assumption of office occurs as a result of an actual

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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;

(iii) Consummation of a reorganization, merger, statutory share exchange or consolidation or similar corporate transaction involving the Company or any of its subsidiaries, a sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or stock of another entity by the Company or any of its subsidiaries (each, a “Business Combination”), in each case unless, following such Business Combination, (A) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Company Common Stock and the Outstanding Company 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 the Company or all or substantially all of the Company’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 Company Common Stock and the Outstanding Company Voting Securities, as the case may be, (B) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Company 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 (C) 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 providing for such Business Combination; or

(iv) Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.

(g) Code. The term “Code” means the Internal Revenue Code of 1986, as amended. A reference to any provision of the Code shall include reference to any successor provision of the Code.

(h) Committee. The term “Committee” means the committee of the Board described in Section 3 hereof and anysub-committee established by such Committee pursuant to Section 2.3.

(i) Covered Employee. The term “Covered Employee” means an employee who is, or who is anticipated to become, between the time of grant and payment of the Award, a “covered employee,” as such term is defined in Section 162(m)(3) of the Code (or any successor section thereof).

(j) Eligible Grantee. The term “Eligible Grantee” shall mean any executive officer or employee of the Company or a Subsidiary, as determined by the Committee in its sole discretion.

(k) Fair Market Value. For purposes of determining the “Fair Market Value” of a share of Stock as of any date, the “Fair Market Value” as of that date shall be the closing sale price of the Stock on the first business day prior to that date on the New York Stock Exchange.

(l) Grantee. The term “Grantee” means an executive officer or employee of the Company or a Subsidiary who has been granted an Award under the Plan.

(m) ISO. The term “ISO” means any Option intended to be and designated as an incentive stock option within the meaning of Section 422 of the Code.

(n) NQSO. The term “NQSO” means any Option that is not designated as an ISO, or which is designated by the Committee as an ISO but which subsequently fails or ceases to qualify as an ISO.

(o) Option. The term “Option” means a right, granted to an Eligible Grantee under Section 4.2(a), to purchase shares of Stock. An Option may be either an ISO or an NQSO.

(q) Other Stock-Based Award. The term “Other Stock-Based Award” means a right or other interest granted to an Eligible Grantee under Section 4.2(e) of the Plan that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Stock, including but not limited to (i) unrestricted Stock awarded as a bonus or upon the attainment of Performance Goals or otherwise as permitted under the Plan, and (ii) a right granted to an Eligible Grantee to acquire Stock from the Company containing terms and conditions prescribed by the Committee.

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(r) Performance Goals. The term “Performance Goals” means performance goals based on the attainment by the Company or any Subsidiary of the Company or any Affiliated Company (or any division or business unit of any such entity), or any two or more of the foregoing, of performance goals pre-established by the Committee in its sole discretion, based on one or more of the following criteria (if applicable, such criteria shall be determined in accordance with generally accepted accounting principles (“GAAP”) or based upon the Company’s GAAP financial statements): (1) return on total stockholder equity; (2) earnings per share of Stock; (3) earnings before any or all of interest, taxes, minority interest, depreciation and amortization; (4) economic profit; (5) sales or revenues; (6) return on assets, capital or investment; (7) market share; (8) control of operating or non-operating expenses; (9) implementation or completion of critical projects or processes; (10) operating cash flow, (11) free cash flow, (12) return on capital or increase in pretax earnings; (13) net earnings; (14) margins; (15) market price of the Company’s securities, and (16) any combination of, or a specified increase in, any of the foregoing. The Performance Goals may be based upon the attainment of specified levels of performance under one or more of the criteria described above relative to the performance of other comparable entities. To the extent permitted under Section 162(m) of the Code (including, without limitation, compliance with any requirements for stockholder approval), the Committee in its sole discretion may designate additional business criteria on which the Performance Goals may be based or adjust, or modify or amend the aforementioned business criteria. Performance Goals may include a threshold level of performance below which no Award will be earned, a level of performance at which the target amount of an Award will be earned and a level of performance at which the maximum amount of the Award will be earned. The Committee in its sole discretion shall have the authority to make equitable adjustments to the Performance Goals in recognition of unusual or non-recurring events affecting the Company or any Subsidiary of the Company or any Affiliated Company or the financial statements of the Company or any Subsidiary of the Company or any Affiliated Company, in response to changes in applicable laws or regulations, including changes in generally accepted accounting principles or practices, or to account for items of gain, loss or expense determined to be extraordinary or unusual in nature or infrequent in occurrence or related to the disposal of a segment of a business, as applicable.

(s) Restricted Stock. The term “Restricted Stock” means an Award of shares of Stock to an Eligible Grantee under Section 4.2(c) that may be subject to certain restrictions and to a risk of forfeiture. Stock issued upon the exercise of Options or SARs is not “Restricted Stock” for purposes of the plan, even if subject to post-issuance transfer restrictions or forfeiture conditions. When Restricted Stock vests, it ceases to be “Restricted Stock” for purposes of the Plan.

(t) Restricted Stock Unit. The term “Restricted Stock Unit” means a right granted to an Eligible Grantee under Section 4.2(d) to receive Stock or cash at the end of a specified deferral period, which right may be conditioned on the satisfaction of specified performance or other criteria.

(u) Rule 16b-3. The term“Rule 16b-3” meansRule 16b-3, as from time to time in effect promulgated by the Securities and Exchange Commission under Section 16 of the Securities Exchange Act of 1934, as amended, including any successor to such Rule.

(v) Stock. The term “Stock” means shares of the common stock, par value $1 per share, of the Company.

(w) Stock Appreciation Right or SAR. The term “Stock Appreciation Right” or “SAR” means the right, granted to an Eligible Grantee under Section 4.2(b), to be paid an amount measured by the appreciation in the Fair Market Value of Stock from the date of grant to the date of exercise of the right.

(x) Subsidiary. The term “Subsidiary” means any present or future subsidiary corporation of the Company within the meaning of Section 424(f) of the Code, and any present or future business venture designated by the Committee in which the Company has a significant interest, including, without limitation, any subsidiary corporation in which the Company has at least a 20% ownership interest, as determined in the discretion of the Committee, and also including the Baugh Supply Chain Cooperative, Inc. and all of its members.

SECTION 2
ADMINISTRATION

2.1 Committee. The authority to manage the operation of and administer the Plan shall be vested in a committee (the “Committee”) in accordance with this Section 2. The Committee shall be selected by the Board, and shall consist solely of two or more members of the Board who are non-employee directors within the meaning ofRule 16b-3 and are outside directors within the meaning of Code Section 162(m). Unless otherwise determined by the Board, ~~SYSCO’s~~Sysco’s Compensation Committee shall be designated as the “Committee” hereunder.

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2.2 Powers of Committee. The Committee’s administration of the Plan shall be subject to the following:

(a) Subject to the provisions of the Plan, the Committee will have the authority and discretion to select from among the Eligible Grantees those persons who shall receive Awards, to determine the time or times of receipt, to determine the types of Awards and the number of shares covered by the Awards, and to establish the terms, conditions, performance criteria, restrictions, and other provisions of such Awards.

(b) The Committee will have the authority and discretion to interpret the Plan, to establish, amend, and rescind any rules and regulations relating to the Plan, to determine the terms and provisions of any Award Agreement made pursuant to the Plan, and to make all other determinations that may be necessary or advisable for the administration of the Plan.

(c) Any interpretation of the Plan by the Committee and any decision made by it under the Plan is final and binding on all persons.

(d) In managing the operation of and administering the Plan, the Committee shall take action in a manner that conforms to the certificate of incorporation and by-laws of the Company, and applicable state corporate law.

(e) Subject to Section 3.2 hereof, neither the Board, the Committee nor their respective delegates shall have the authority to (i) reprice (or cancel and regrant) any Option, SAR or, if applicable, other Award at a lower exercise, base or purchase price without first obtaining the approval of the Company’s stockholders, (ii) take any other action (whether in the form of an amendment, cancellation or replacement grant, or a cash-out of underwater options) that has the effect of repricing an Option, SAR or other Award, or (iii) grant any Option, SAR or other Award that contains a so-called “reload” feature under which additional Options, SARs or other Awards are granted automatically to the Grantee upon exercise of the original Option, SAR or Award.

(f) Anything in the Plan to the contrary notwithstanding, the Committee’s authority to modify outstanding Awards shall be limited to the extent necessary so that the existence of such authority does not (i) cause an Award that is not otherwise deferred compensation subject to Section 409A of the Code to become deferred compensation subject to Section 409A of the Code or (ii) cause an Award that is otherwise deferred compensation subject to Section 409A of the Code to fail to meet the requirements prescribed by Section 409A of the Code.

(g) Anything in the Plan to the contrary notwithstanding, neither the Board nor the Committee may accelerate the payment or vesting of any Option, SAR or other Award except in the event of death, disability, retirement or a Change in Control.

2.3 Delegation by Committee. Except to the extent prohibited by applicable law or the applicable rules of a stock exchange, the Committee may allocate all or any portion of its responsibilities and powers to any one or more of its members, including without limitation, the power to designate Grantees hereunder and determine the amount, timing and terms of Awards hereunder. Any such allocation or delegation may be revoked by the Committee at any time.

2.4 Information to be Furnished to Committee. The Company and its Subsidiaries and Affiliated Companies shall furnish the Committee with such data and information as it determines may be required for it to discharge its duties. The records of the Company and its Subsidiaries and Affiliated Companies as to an employee’s or Grantee’s employment, termination of employment, leave of absence, reemployment and compensation shall be conclusive unless the Committee determines such records to be incorrect. Grantees and other persons entitled to benefits under the Plan must furnish the Committee such evidence, data or information as the Committee considers desirable to carry out the terms of the Plan.

2.5 Indemnification. Each person who is or shall have been a member of the Committee, or the Board, shall be indemnified and held harmless by the Company against and from any loss, cost, liability or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or failure to act under the Plan and against and from any and all amounts paid by him or her in settlement thereof, with the Company’s approval, or paid by him or her in satisfaction of any judgment in any such action, suit or proceeding against him or her, provided he or she shall give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification shall be in addition to any other rights of indemnification or elimination of liability to which such persons may be entitled under the Company’s Certificate of Incorporation or Bylaws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.

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SECTION 3
STOCK SUBJECT TO PLAN

3.1 Shares Available for Awards; Individual Limitations. Subject to the adjustments described below, the maximum number of shares of Stock reserved for the grant of Awards under the Plan shall be 3055 million shares of Stock. UpOf the 55 million shares of Stock reserved for the grant of Awards under the Plan, up to 2555 million shares of Stock may be issued in the aggregate pursuant to Options, which may be either ISOs or NQSOs, and ~~SARs. Subject~~SARs, and up to ~~the proviso contained in this sentence, no more than 5~~10 million shares of Stock may be awarded under the Plan in the aggregate in respect of Awards other than Options and SARs; provided, however, that for every share of Stock in excess of 5 million shares awarded hereunder in respect of Awards other than Options and SARs, the aggregate number of shares reserved for grant hereunder shall be reduced by four shares. By way of example, if only grants of Restricted Stock are made under the Plan, the maximum number of shares that may be issued is 11,250,000.SARs. The maximum number of shares of Stock that may be covered by all Optionsand/or SARs granted to any individual during any fiscal year under the Plan is 750,000. The maximum number of shares of Stock that may be covered by all Awards other than Options or SARs granted to any individual during any fiscal year under the Plan is 250,000. Shares of Stock issuable hereunder may, in whole or in part, be authorized but unissued shares or shares of Stock that shall have been or may be reacquired by the Company in the open market, in private transactions or otherwise. The Company’s three-year rolling average annual usage of shares under the Plan will not exceed ~~1-1/2%~~11/2% of total shares outstanding, measured as of the first day of each fiscal year in which grants are being made; for fiscal 2008 and fiscal 2009, this calculation shall be made by reference to the Company’s usage of shares under the 2004 Stock Option Plan for fiscal 2006 and fiscal 2007, which was 0.77% and 1.05%, respectively.made. If any shares of Stock subject to an Award are forfeited or cancelled, or if an Award terminates or expires without a distribution of shares to the Grantee, the shares of Stock with respect to such Award shall, to the extent of any such forfeiture or cancellation, again be available for Awards under the Plan; provided, however, that with respect to SARs that are settled in Stock, the aggregate number of shares of Stock subject to the SAR grant shall be counted against the shares available for issuance under the Plan as one share for every share subject thereto, regardless of the number of shares used to settle the SAR upon exercise. To the extent that shares of Stock subject to Awards other than Options and SARs, and the issuance of which reduced the aggregate number of shares authorized for issuance under the Plan by four shares, are forfeited or cancelled, or if such an Award terminates or expires without a distribution of shares to the Grantee, the number of shares of Stock remaining for Award grants hereunder shall be increased by four for each such share. Shares of Stock shall not again be available if such shares are surrendered or withheld as payment of either the exercise price of an Award and/ or withholding taxes in respect of an Award. Awards that are settled solely in cash shall not reduce the number of shares of Stock available for Awards. Upon the exercise of any Award granted in tandem with any Award pursuant to Section 4.2(b)(i), such related Awards shall be cancelled to the extent of the number of shares of Stock as to which the Award is exercised and, notwithstanding the foregoing, such number of shares shall no longer be available for Awards under the Plan.

3.2 Adjustments for Changes in Capitalization. If the outstanding shares of Stock are changed into or exchanged for a different number or kind of shares or other securities of the Company by reason of any recapitalization, reclassification, stock split, stock dividend, combination, subdivision or similar transaction, or if the Company makes an extraordinary dividend or distribution to its stockholders (including without limitation to implement a spinoff) (each, a “Corporate Transaction”) then, subject to any required action by the stockholders of the Company, the number and kind of shares of Stock available under the Plan or subject to any limit or maximum hereunder shall automatically be proportionately adjusted, with no action required on the part of the Committee or otherwise. Subject to any required action by the stockholders, the number and kind of shares covered by each outstanding Award, and the price per share in each such Award, to the extent applicable, shall be automatically proportionately adjusted for any increase or decrease in the number of issued shares of the Company resulting from a Corporate Transaction to the extent necessary to prevent dilution or enlargement of the rights of Grantees under the Plan.

3.3 Certain Mergers and Other Extraordinary Events. If the Company merges or consolidates with another corporation, whether or not the Company is a surviving corporation, or if the Company is liquidated or sells or otherwise disposes of substantially all of its assets while unexercised Options or other Awards remain outstanding under the plan, (A) subject to the provisions of clause (C) below, after the effective date of the merger, consolidation, liquidation, sale or other disposition, as the case may be, each holder of an outstanding Option or other Award shall be entitled, upon exercise of that Option or Award or in place of it, as the case may be, to receive, at the option of the Committee and in lieu of shares of Stock, (i) the number and class or classes of shares of stock or other securities or property to which the holder would have been entitled if, immediately prior to the merger, consolidation, liquidation, sale or other disposition, the holder had been the holder of record of a number of shares of Stock equal to the number of shares of Stock as to which that Option may be exercised or are subject to the Award or (ii) shares of stock of the company that is the surviving corporation in such merger, consolidation, liquidation, sale or other disposition having a value, as of the date of payment under (i) above, as determined by the Committee in its sole discretion, equal to the value of the shares of stock or other securities or property otherwise payable under (i) above; (B) if Options or other Awards have not already become exercisable or vested under Section 4.2(g) hereof, the Committee may waive any limitations set forth in or imposed

~~A-5~~

pursuant to the Plan so that all Options or other Awards, from and after a date prior to the effective date of that merger, consolidation, liquidation, sale or other disposition, as the case may be, specified by the Committee, shall be exercisable in fulland/or fully vested; and (C) all outstanding Options or SARs may be cancelled by the Committee as of the effective date of any merger, consolidation, liquidation, sale or other disposition, provided that any such cancellation pursuant to this Section 3.3 shall be contingent upon the payment to the affected Grantees, in the case of anin-the-money Option or SAR, cash, property or a combination thereof having an aggregate value equal to the excess of the value of the per-share amount of consideration paid pursuant to the merger, consolidation, liquidation, sale or other disposition, as the case may be, giving rise to such cancellation, over the exercise price of such Option or SAR multiplied by the number of shares of Stock subject to the Option or SAR. Any

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adjustments pursuant to this Section 3.3 shall be made by the Committee in its sole discretion, and its determination in that respect shall be final, binding and conclusive, regardless of whether or not any such adjustment shall have the result of causing an ISO to cease to qualify as an ISO.

3.4 Limitation on Grantees’ Rights. Except as hereinbefore expressly provided in this Section 3, a Grantee shall have no rights by reason of any subdivision or consolidation of shares of stock of any class or the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class or by reason of any dissolution, liquidation, merger, or consolidation or spin-off of assets or stock of another corporation, and any issue by the Company of shares of stock of any class shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Stock subject to an Award, unless the Committee shall otherwise determine.

3.5 Company Right and Power. The grant of any Award pursuant to the Plan shall not affect in any way the right or power of the Company (A) to make adjustments, reclassifications, reorganizations or changes of its capital or business structure, (B) to merge or consolidate, (C) to dissolve, liquidate, sell, or transfer all or any part of its business or assets or (D) to issue any bonds, debentures, or preferred or other preference stock ahead of or affecting the Stock.

3.6 Fractional Shares. Notwithstanding anything contained in this Section 3, if any action described in this Section 3 results in a fractional share for any Grantee under any Award hereunder, such fraction shall be completely disregarded and the Grantee shall only be entitled to the whole number of shares resulting from such adjustment. All adjustments made by the Committee to effect the terms of this Section 3 shall be final, conclusive and binding upon the holders of Options, SARS and other Awards.

SECTION 4
AWARDS

4.1 General. The term of each Award shall be for such period as may be determined by the Committee, subject to the limitations set forth below. Subject to the terms of the Plan and any applicable Award Agreement, payments to be made by the Company or any Subsidiary of the Company upon the grant, maturation, or exercise of an Award may be made in such forms as the Committee shall determine at the date of grant or thereafter, including, without limitation, cash, Stock, or other property. In addition to the foregoing, the Committee may impose on any Award or the exercise thereof, at the date of grant, such additional terms and conditions, not inconsistent with the provisions of the Plan, as the Committee shall determine; provided, however, that any such terms and conditions shall not be inconsistent with Section 409A of the Code.

4.2 Types of Awards. The Committee is authorized to grant the Awards described in this Section 4.2, under such terms and conditions as deemed by the Committee to be consistent with the purposes of the Plan. Such Awards may be granted with value and payment contingent upon Performance Goals. Each Award shall be evidenced by an Award Agreement containing such terms and conditions applicable to such Award as the Committee shall determine.

(a) Options. The Committee is authorized to grant Options to Grantees on the following terms and conditions:

(i) Type of Award. The Award Agreement evidencing an Option shall designate the Option as either an ISO or an NQO, as determined in the discretion of the Committee.

(ii) Exercise Price. The exercise price of each Option granted under this Section 4.2 shall be established by the Committee or shall be determined by a method established by the Committee at the time the Option is granted; provided, however, that the exercise price shall not be less than 100% of the Fair Market Value of a share of Stock on the date of grant of the Award.

(iii) Exercise.

(A) Subject to the provisions of the Plan, Options shall be exercisable in accordance with such terms and conditions and during such periods as may be established by the Committee; provided, however, that no Option may be exercised more than seven years after its grant date.

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(B) Except as set forth in Section 5.11, no Option granted hereunder may be exercised after the earlier of (I) the expiration of the Option or (II) ninety days after the severance of an Option holder’s employment with the Company or any Subsidiary. At the time of the grant of Options, the Committee may place restrictions on the exercisability or vesting of Options that shall lapse, in whole or in part, only upon the attainment of Performance Goals; provided that such Performance Goals shall relate to periods of performance of at least one fiscal year, and if the Award is granted to a Covered Employee, the grant of the Award and the establishment of the Performance Goals shall be made during the period required under Code Section 162(m).

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(C) Whether an authorized leave of absence, or an absence for military or government service, constitutes severance of an Option holder’s employment relationship with the Company or a Subsidiary will be determined by the Committee at the time of the event, in its sole discretion.

(iv) Payment of Option Exercise Price. The payment of the exercise price of an Option granted under this Section 4 shall be subject to the following:

(A) Subject to the following provisions of this Section 4.2(a)(iv), the full exercise price for shares of Stock purchased upon the exercise of any Option shall be paid at the time of such exercise (except that, in the case of an exercise arrangement approved by the Committee and described in paragraph 4.2(a)(iv)(C) payment may be made as soon as practicable after the exercise).

(B) The exercise price shall be payable in cash or by tendering (either by actual delivery of shares or by attestation) shares of Stock that are acceptable to the Committee and were valued at Fair Market Value as of the day the shares are tendered, or in any combination of cash, shares, or attested shares, as determined by the Committee.

(C) To the extent permitted by applicable law and the policies adopted from time to time by the Committee, a Grantee may elect to pay the exercise price upon the exercise of an Option by irrevocably authorizing a third party to sell shares of Stock (or a sufficient portion of the shares) acquired upon exercise of the Option and remit to the Company a sufficient portion of the sale proceeds to pay the entire exercise price and any tax withholding resulting from such exercise.

(b) SARs. The Committee is authorized to grant SARs to Grantees on the following terms and conditions:

(i) In General. SARs may be granted independently or in tandem with an Option at the time of grant of the related Option. An SAR granted in tandem with an Option shall be exercisable only to the extent the underlying Option is exercisable. Payment of an SAR may be made in cash, Stock, property, or a combination of the foregoing, as specified in the Award Agreement or determined in the sole discretion of the Committee. At the time of the grant of SARs, the Committee may place restrictions on the exercisability or vesting of SARs that shall lapse, in whole or in part, only upon the attainment of Performance Goals; provided that such Performance Goals shall relate to periods of performance of at least one fiscal year, and if the Award is granted to a Covered Employee, the grant of the Award and the establishment of the Performance Goals shall be made during the period required under Code Section 162(m).

(ii)Term and Exercisability of SARs. SARs shall be exercisable over the exercise period at such times and upon such conditions as the Committee may determine, as reflected in the Award Agreement; provided, however, that no SAR may be exercised more than seven years after its grant date. Except as set forth in Section 5.11, no SAR granted hereunder may be exercised after the earlier of (A) the expiration of the SAR or (B) ninety days after the severance of an SAR holder’s employment with the Company or any Subsidiary.

(iii) Payment. An SAR shall confer on the Grantee a right to receive an amount with respect to each share of Stock subject thereto, upon exercise thereof, equal to the excess of (A) the Fair Market Value of one share of Stock on the date of exercise over (B) the grant price of the SAR (which in the case of an SAR granted in tandem with an Option shall be equal to the exercise price of the underlying Option, and which in the case of any other SAR shall be such price as the Committee may determine but in no event shall be less than the Fair Market Value of a share of Stock on the date of grant of such SAR). An SAR may be exercised by giving written notice of such exercise to the Committee or its designated agent.

(c) Restricted Stock. The Committee is authorized to grant Restricted Stock to Grantees on the following terms and conditions:

(i) Issuance and Restrictions. Restricted Stock shall be subject to such restrictions on transferability and other restrictions, if any, as the Committee may impose at the date of grant, which restrictions may lapse separately or in combination at such times, under such circumstances, in such installments, or otherwise, as the Committee may determine. The Committee may place restrictions on Restricted Stock that shall lapse, in whole or in part, only upon the attainment of

~~A-7~~

Performance Goals; provided that such Performance Goals shall relate to periods of performance of at least one fiscal year, and if the Award is granted to a Covered Employee, the grant of the Award and the establishment of the Performance Goals shall be made during the period required under Code Section 162(m). Except to the extent restricted under the Award Agreement relating to the Restricted Stock, a Grantee granted Restricted Stock shall have all of the rights of a stockholder including, without limitation, the right to vote Restricted Stock and the right to receive dividends thereon.

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(ii) Certificates for Stock. Restricted Stock granted under the Plan may be evidenced in such manner as the Committee shall determine. If certificates representing Restricted Stock are registered in the name of the Grantee, such certificates shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Restricted Stock, and the Company may retain physical possession of the certificate.

(iii) Dividends. Except to the extent restricted under the applicable Award Agreement, cash dividends paid on Restricted Stock shall be ~~either~~ paid at the dividend payment date ~~in cash or in shares of unrestricted Stock having a Fair Market Value equal~~subject to ~~the amount of such dividends.~~no restriction. Unless otherwise determined by the Committee, Stock distributed in connection with a stock split or stock ~~dividend, and all cash and other property distributed as a~~ dividend shall be subject to the transfer restrictions, forfeiture risks and vesting conditions to the same extent as the Restricted Stock with respect to which such Stock or other property has been distributed.

(d) Restricted Stock Units. The Committee is authorized to grant Restricted Stock Units to Grantees, subject to the following terms and conditions:

(i) Conditions to Vesting. At the time of the grant of Restricted Stock Units, the Committee may place restrictions on Restricted Stock Units that shall lapse, in whole or in part, only upon the attainment of Performance Goals; provided that such Performance Goals shall relate to periods of performance of at least one fiscal year, and if the Award is granted to a Covered Employee, the grant of the Award and the establishment of the Performance Goals shall be made during the period required under Code Section 162(m).

(ii) Benefit Upon Vesting. Unless otherwise provided in an Award Agreement, upon the vesting of a Restricted Stock Unit, there shall be delivered to the Grantee, within 30 days of the date on which such Award (or any portion thereof) vests, the number of shares of Stock equal to the number of Restricted Stock Units becoming so vested.

(iii) Dividend Equivalents. Subject to the requirements of Section 409A of the Code, an Award of Restricted Stock Units may provide the Grantee with the right to receive dividend equivalent payments with respect to Stock subject to the Award (both before and after the Stock subject to the Award is earned, vested, or acquired), which payments may be either made currently or credited to an account for the Grantee, and may be settled in cash or Stock, as determined by the Committee. Any such settlements and any such crediting of dividend equivalents may, at the time of grant of the Restricted Stock Unit, be made subject to the transfer restrictions, forfeiture risks, vesting and conditions of the Restricted Stock Units and subject to such other conditions, restrictions and contingencies as the Committee shall establish at the time of grant of the Restricted Stock Unit, including the reinvestment of such credited amounts in Stock equivalents, provided that all such conditions, restrictions and contingencies shall comply with the requirements of Section 409A of the Code.

(e) Other Stock-Based Awards. The Committee is authorized to grant Awards to Grantees in the form of Other Stock-Based Awards, as deemed by the Committee to be consistent with the purposes of the Plan. At the time of the grant of Other Stock-Based Awards, the Committee may place restrictions on the payout or vesting of Other Stock-Based Awards that shall lapse, in whole or in part, only upon the attainment of Performance Goals; provided that such Performance Goals shall relate to periods of performance of at least one fiscal year, and if the Award is granted to a Covered Employee, the grant of the Award and the establishment of the Performance Goals shall be made during the period required under Code Section 162(m).

The Committee shall determine the terms and conditions of such Awards at the date of grant. Other Stock-Based Awards may not be granted with the right to receive dividend equivalent payments.

(f) Settlement of Options and SARs. Shares of Stock delivered pursuant to the exercise of an Option or SAR shall be subject to such conditions, restrictions and contingencies as the Committee may establish in the applicable Award Agreement. Settlement of SARs may be made in shares of Stock (valued at their Fair Market Value at the time of exercise), in cash, or in a combination thereof, as determined in the discretion of the Committee. The Committee, in its discretion, may impose such conditions, restrictions and contingencies with respect to shares of Stock acquired pursuant to the exercise of an Option or an SAR as the Committee determines to be desirable.

(g) Vesting; Additional Terms. Except as set forth below and in Sections 3.3 and 5.11, and other than Options, SARs, Restricted Stock, Restricted Stock Units or Other Stock-Based Awards conditioned upon the attainment of Performance Goals that relate to performance periods of at least one fiscal year, no Award granted hereunder may vest in excess of1/ 1/3 of the number

~~A-8~~

of shares subject to the Award per year for the first three years after the grant date. Unless the Committee determines otherwise, the date on which the Committee adopts a resolution expressly granting an Award shall be considered the day on which such Award is granted. The term of any Award granted under the Plan will not exceed seven years from the date of grant. Notwithstanding the foregoing, if before the expiration of an Option or SAR, the holder’s

B-8

employment relationship with the Company or a Subsidiary terminates as a result of retirement in good standing or disability under the established rules of the Company then in effect, the Option or SAR will remain in effect, vest and be exercisable in accordance with its terms as if the holder remained an employee of the Company or Subsidiary. In the event of an Option or SAR holder’s death during the term of his or her Option or SAR, all unvested Options and SARs will vest immediately and may be exercised by the holder’s estate, or by the person to whom such right devolves from the holder by reason of his or her death, at any time within three years after the date of the holder’s death but in no event later than the original termination date of the Option or SAR. In no event may an Option or SAR be exercised after three years following the holder’s death. With respect to all other Awards, any unvested Awards shall immediately vest, and all restrictions pertaining to such other Awards shall lapse and have no further effect, upon the holder’s death or retirement in good standing or disability under the established rules of the Company then in ~~effect.~~effect, except as otherwise provided by the Committee at grant of the Award. Upon the occurrence of a Change in Control, all outstanding Options and SARs shall vest and become exercisable and all other outstanding Awards shall vest and all restrictions pertaining to such other Awards shall lapse and have no further effect.

SECTION 5
OPERATION

5.1 ~~Effective Date;~~ Duration. ~~The~~ Grants may be made under the Plan ~~shall be effective as of the date of its approval by the stockholders of the Company (the “Effective Date”). The Plan shall have a duration of seven years from the Effective Date; provided that in~~through November 9, 2014. In the event of Plan termination while Awards remain outstanding, the Plan shall remain in effect as long as any Awards under it are outstanding, although no further grants may be made following Plan ~~termination; provided further, however, that no Award may be granted under the Plan on a date that is more than three years from the Effective Date.~~termination.

5.2 Uncertificated Stock. Nothing contained in the Plan shall prohibit the issuance of Stock on an uncertificated basis, to the extent allowed by the Company’s Certificate of Incorporation and Bylaws, by applicable law and by the applicable rules of any stock exchange.

5.3 Tax Withholding. All distributions under the Plan are subject to withholding of all applicable taxes, and the Committee may condition the delivery of any shares or other benefits under the Plan on satisfaction of the applicable withholding obligations. The Committee, in its discretion, and subject to such requirements as the Committee may impose prior to the occurrence of such withholding, may permit such withholding obligations to be satisfied through cash payment by the Grantee, through the surrender of shares of Stock which the Grantee already owns, or through the surrender of unrestricted shares of Stock to which the Grantee is otherwise entitled under the Plan, but only to the extent of the minimum amount required to be withheld under applicable law.

5.4 Use of Shares. Subject to the limitations on the number of shares of Stock that may be delivered under the Plan, the Committee may use available shares of Stock as the form of payment for compensation, grants or rights earned or due under any other compensation plans or arrangements of the Company or a Subsidiary, including the plans and arrangements of the Company or a Subsidiary assumed in business combinations.

5.5 Transferability. Except as otherwise provided by the Committee, Options, SARs and any other unvested Awards or Awards subject to any restrictions hereunder are not transferable except as designated by the Grantee by will or by the laws of descent and distribution. Notwithstanding the foregoing, in no event may any such Award be transferred to a third party for consideration at any time.

5.6 Form and Time of Elections. Unless otherwise specified herein, each election required or permitted to be made by any Grantee or other person entitled to benefits under the Plan, and any permitted modification, or revocation thereof, shall be in writing filed with the Committee at such times, in such form, and subject to such restrictions and limitations, not inconsistent with the terms of the Plan, as the Committee shall require.

5.7 Agreement With Company. An Award under the Plan shall be subject to such terms and conditions, not inconsistent with the Plan, as the Committee shall, in its sole discretion, prescribe. The terms and conditions of any Award to any Grantee shall be reflected in such form of written document as is determined by the Committee. A copy of such document shall be provided to the Grantee, and the Committee may, but need not, require that the Grantee shall sign a copy of such document. Such document is referred to in the Plan as an “Award Agreement” regardless of whether any Grantee signature is required.

~~A-9~~

5.8 Gender and Number. Where the context admits, words in any gender shall include any other gender, words in the singular shall include the plural and the plural shall include the singular.

B-9

5.9 Limitation of Implied Rights.

(a) Neither a Grantee nor any other person shall, by reason of participation in the Plan, acquire any right in or title to any assets, funds or property of the Company or any Subsidiary whatsoever, including, without limitation, any specific funds, assets, or other property which the Company or any Subsidiary, in its sole discretion, may set aside in anticipation of a liability under the Plan. A Grantee shall have only a contractual right to the Stock or amounts, if any, payable under the Plan, unsecured by any assets of the Company or any Subsidiary, and nothing contained in the Plan shall constitute a guarantee that the assets of the Company or any Subsidiary shall be sufficient to pay any benefits to any person.

(b) The Plan does not constitute a contract of employment, and selection as a Grantee will not give any participating employee the right to be retained in the employ of the Company or any Subsidiary, nor any right or claim to any benefit under the Plan, unless such right or claim has specifically accrued under the terms of the Plan. Except as otherwise provided in the Plan or the Award Agreement, no Award under the Plan shall confer upon the holder thereof any rights as a stockholder of the Company prior to the date on which the individual fulfills all conditions for receipt of such rights.

5.10 Forfeiture; Non-Competition Agreements. Notwithstanding any other provision of the Plan, except as provided in Section 5.11 below, if the Committee finds by a majority vote that: (i) the Grantee, before or after termination of his or her employment or consulting relationship with the Company or a Subsidiary (as used in this Section 5.10, an “Employer”) for any reason, (a) committed fraud, embezzlement, theft, a felony, or proven dishonesty in the course of his or her employment or other engagement by Employer, and by such act damaged Employer, or (b) disclosed trade secrets of Employer; or (ii) the Grantee, before or after termination of his or her employment or other engagement with Employer for any reason, participated, engaged or had a financial or other interest (whether as an employee, officer, director, consultant, contractor, stockholder, owner, or otherwise) in any commercial endeavor in the United States competitive with the business of Employer (a) in violation of the ~~SYSCO~~Sysco Corporation Code of Business Conduct, as in effect on the date of such participation or other engagement,or (b) in such a manner that would have violated the Code of Business Conduct had Grantee been employed by Employer at the time of the activity in question, then any outstanding Awards which, in the case of Options or SARs, have not been exercised and, in the case of Awards other than Options or SARs, have not vested, will be forfeited. The decision of the Committee as to the nature of a Grantee’s conduct, the damage done to Employer and the extent of the Grantee’s competitive activity will be final. No decision of the Committee, however, will affect the finality of the discharge of the Grantee by Employer in any manner. The Committee may, in its discretion, include a form of non-compete, non-solicitationand/or non-disparagement agreement in any Award Agreement, and such non-compete, non-solicitation or non-disparagement agreement may be personalized, in the Committee’s discretion, to fit the circumstances of any specific Grantee.

5.11 Termination of Employment Following Change In Control. In the event that the employment of a Grantee who is an employee of the Company or a Subsidiary is terminated by the Company other than for Cause during the24-month period following a Change in Control, all of such Grantee’s outstanding Options and SARs may thereafter be exercised by the Grantee, to the extent that such Options and SARs were exercisable as of the date of such termination of employment (x) for a period of 24 months from such date of termination or (y) until expiration of the stated term of such Option or SAR, whichever period is the shorter. The provisions of clause (ii) of Section 5.10 of the Plan shall not apply to any Grantee who incurs a termination of employment pursuant to this Section 5.11 with respect to activity after such termination of employment.

5.12 Section 409A. It is intended that all Options and SARs granted under the Plan shall be exempt ~~form~~from the provisions of Section 409A of the Code and that all other Awards under the Plan, to the extent that they constitute “non-qualified deferred compensation” within the meaning of Section 409A of the Code, will comply with Section 409A of the Code (and any regulations and guidelines issued thereunder). The Plan and any Award Agreements issued hereunder may be amended in any respect deemed by the Board or the Committee to be necessary in order to preserve compliance with Section 409A of the Code.

5.14 Regulations and Other Approvals.

(a) The obligation of the Company to sell or deliver Stock with respect to any Award granted under the Plan shall be subject to all applicable laws, rules and regulations, including all applicable federal and state securities laws, and the obtaining of all such approvals by governmental agencies as may be deemed necessary or appropriate by the Committee.

(b) Each Award is subject to the requirement that, if at any time the Committee determines, in its absolute discretion, that the listing, registration or qualification of Stock issuable pursuant to the Plan is required by any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the grant of an Award or the issuance of Stock, no such Award shall be granted or payment made or Stock

~~A-10~~

issued, in whole or in part, unless listing, registration, qualification, consent or approval has been effected or obtained free of any conditions not acceptable to the Committee.

B-10

(c) In the event that the disposition of Stock acquired pursuant to the Plan is not covered by a then current registration statement under the Securities Act and is not otherwise exempt from such registration, such Stock shall be restricted against transfer to the extent required by the Securities Act of 1933, as amended, or regulations thereunder, and applicable state securities laws, and the Committee may require a Grantee receiving Stock pursuant to the Plan, as a condition precedent to receipt of such Stock, to represent to the Company in writing that the Stock acquired by such Grantee is acquired for investment only and not with a view to distribution.

(d) With respect to persons subject to section 16 of the Securities and Exchange Act of 1934, as amended, it is the intent of the Company that the Plan and all transactions under the Plan comply with all applicable provisions ofRule 16b-3.

5.15 Awards to Employees Subject to Taxation Outside of the United States. Without amending the plan, Awards may be granted to Grantees who are foreign nationals or who are employed outside the United States or both, on such terms and conditions different from those specified in the Plan as may, in the judgment of the Committee, be necessary or desirable to further the purposes of the Plan. Such different terms and conditions may be reflected in Addenda to the Plan or in the applicable Award Agreement. However, no such different terms or conditions shall be employed if such terms or conditions constitute, or in effect result in, an increase in the aggregate number of shares which may be issued under the Plan or a change in the definition of Eligible Grantee.

SECTION 6
AMENDMENT AND TERMINATION

(a) The Plan may be terminated or amended by the Board of Directors at any time, except that the following actions may not be taken without stockholder approval:

(i) any increase in the number of shares that may be issued under the Plan (except by certain adjustments provided for under the Plan);

(ii) any change in the class of persons eligible to receive ISOs under the Plan;

(iii) any change in the requirements of Sections 4.2(a)(ii) and 4.2(b)(iii) hereof regarding the exercise price of Options and the grant price of SARs; or

(iv) any repricing or cancellation and regrant of any Option or, if applicable, other Award at a lower exercise, base or purchase price, whether in the form of an amendment, cancellation or replacement grant, or a cash-out of underwater options or any action that provides for Awards that contain a so-called “reload” feature under which additional Options or other Awards are granted automatically to the Grantee upon exercise of the original Option or Award.

(v) any other amendment to the Plan that would require approval of the Company’s stockholders under applicable law, regulation or rule or stock exchange listing requirement.

Notwithstanding any of the foregoing, adjustments pursuant to Section 3 shall not be subject to the foregoing limitations of this Section 6.

(b) Options may not be granted under the Plan after the date of termination of the Plan, but Options granted prior to that date shall continue to be exercisable according to their terms.

SECTION 7
GOVERNING LAW

The plan shall be governed by, and construed in accordance with, the laws of the State of Texas, except to the extent that the General Corporation Law of the State of Delaware shall be applicable.

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ANNEX BC

SYSCO CORPORATION
~~AMENDED AND RESTATED 1974 EMPLOYEES’ STOCK PURCHASE~~2009 MANAGEMENT INCENTIVE PLAN

1. ~~Purpose.~~ ~~The purpose~~This SYSCO CORPORATION 2009 MANAGEMENT INCENTIVE PLAN (the “Plan”) effective for awards granted on or after May 1, 2010, was recommended by the Compensation Committee (the ‘‘Committee”) of the ~~1974 Employees’ Stock Purchase Plan (hereinafter referred to as the “Plan”~~Board of Directors (the “Board of Directors”) ~~is to encourage and enable the employees~~ of ~~SYSCO~~Sysco Corporation (the ~~“Company”~~“Company”) on September 3, 2009, and its Designated Subsidiaries (as such term is defined in Section 4) to acquire a proprietary interest in the Company through the ownership of its common stock, $1.00 par value (the “Common Stock”), in order to assure a closer identification of employees’ interests with those of the Companyadopted by providing employees with a more direct stake in its welfare, thereby stimulating the employees’ efforts on the Company’s behalf and strengthening such employees’ desire to remain with the Company.

The rights granted under the Plan are intended to meet the requirements of Section 423 of the Internal Revenue Code, and the Plan and the rights granted hereunder shall be interpreted consistently with such intent.

2. ~~Amount of Stock Subject to the Plan.~~ The total number of shares of Common Stock which may be sold pursuant to the Plan shall not exceed seventy-four million shares (74,000,000** (except as otherwise provided in Paragraph 16). The shares sold under the Plan may be either authorized and unissued shares, or issued shares reacquired by the Company at any time as the Board of Directors of the Company on September 3, 2009.

1. Statement of Principle

The purpose of the Plan is to reward (i) certain key management personnel for outstanding performance in the management of one or more Operating Companies (as defined herein) and (ii) certain corporate personnel for managing the operations of the Company as a wholeand/or managing the operations of one or more Operating Companies (as defined herein). For purposes of the Plan, the term “Operating Company” means (i) any entity in which the Company, directly or indirectly, owns more than 50% of the vote or value of the equity interests issued by such entity, or (ii) any other entity, operating division, employment location or business unit designated by the Committee as an “Operating Company” for purposes of this Plan. All references to ‘‘Performance Periods” in the Plan are to fiscal years of the Company unless otherwise specifically noted.

2. Plan Compensation Committee

The Committee is charged with structuring, proposing the implementation of, and implementing the terms and conditions of the Plan. The Committee shall have the authority to: (i) adopt, alter, amend and repeal such rules, guidelines and practices governing the Plan as it shall, from time to time, ~~may determine. If rights granted~~deem advisable; (ii) interpret the terms and provisions of the Plan and any award issued under the Plan ~~terminate or expire for~~(and any ~~reason~~agreements relating thereto), including without ~~having been exercised~~limitation the manner of determining financial and accounting concepts discussed in ~~full,~~ the ~~shares not purchased hereunder pursuant to such rights shall be available again for purposes~~Plan; (iii) otherwise supervise the administration of the ~~Plan.~~

3. ~~Administration~~Plan; and, (iv) except as to the application of the ~~Plan.~~ ~~The Board of Directors shall appoint a committee (hereinafter called~~Plan to executive officers, delegate such authority provided to the ~~“Committee”), which shall consist~~Committee under the Plan as it may deem necessary or appropriate to the Chairman of the Board, Chief Executive Officer, Chief Operating Officer, President and any Executive Vice President, and any of them individually. All decisions made by the ~~Company and one or more of the directors. The Board of Directors may from time to time remove members from and add members to the Committee. Subject~~Committee pursuant to the provisions of the Plan shall be made in the Committee’s sole discretion and shall be final and binding on all persons, including the Company and all Participants (as defined herein).

3. Participation

(A) Designation of Participants. The Committee shall have the authority to construe the Plan, to prescribe, amend and rescind rules and regulations relating to the Plan, and to make all other determinations necessary or advisable for administering the Plan. The Committee may correct any defect, supply any omission or reconcile any inconsistency in the Plan in the manner and to the extent that it shall deem expedient to carry it into effect, and it shall be the sole and final judge of such expediency. The determination of the Committee on the matters referred to in this paragraph, unless revised by the Board of Directors, shall be conclusive. All action by the Committee may be taken at any meeting at which a majority of the members of the Committee are present. The Company’s sole contribution toward the Plan will consist of making its Common Stock available for purchase by employees at the discounted purchase price as set forth in Paragraph 7 and bearing all costs of administration in carrying out the Plan.

4. ~~Eligibility.~~ (a). Only those eligible employees (as described in Section 4(b) below) of the (i) Company, (ii) the Company’s U.S. subsidiaries, and (iii) such foreign subsidiaries of the Company that are designated by the Committee, in its sole discretion, as participating foreign subsidiaries, may participate in the Plan. The Company’s U.S. subsidiaries and any foreign subsidiary of the Company that is designated by the Committee, in its sole discretion, as a participating foreign subsidiary, are collectively referred to as “Designated Subsidiaries.”

~~(b). The Committee,~~designate from time to time ~~in its sole discretion, will grant rights to purchase Common Stock to~~ those employees of the Company and ~~its Designated Subsidiaries:~~

~~(i)~~it’s Operating Companies who are on the first day of the calendar quarter in which the grant is to be made in the employ of the Company or any Designated Subsidiary on a full time basis (i.e., more than twenty (20) hours per week for at least five (5) months per year);

** Increased from 100,000 shares originally authorized, as a result of the~~3-for-2~~ ~~stock splits by way of stock dividends effected on June 21, 1979 and December 22, 1980, the2-for-1~~ stock splits by way of stock dividends effected on June 25, 1982, March 28, 1986, October 17, 1989, June 19, 1992, March 20, 1998 and December 15, 2000, and the additional 300,000 shares of Common Stock authorized by the stockholders of the Company on November 12, 1982 (increased by the March 1986, October 1989, June 1992, March 1998 and December 2000 stock splits), 1,500,000 shares of Common Stock authorized by the stockholders of the Company on November 14, 1986 (increased by the October 1989, June 1992, March 1998 and December 2000 stock splits), 5,000,000 shares of Common Stock authorized by the stockholders of the Company on November 1, 1996 (increased by the March 1998 and December 2000 stock splits) and 6,000,000 shares of Common Stock authorized by the stockholders of the Company on November 9, 2007.

~~B-1~~

(ii) who do not own five percent (5%) or more of the outstanding Common Stock (for purposes of this paragraph, an employee shall be considered as owning Common Stock which is subject to any other options to purchase Common Stock or owned directly or indirectly by or for the employee’s brothers, sisters, spouse, ancestors or lineal descendants); and

~~(iii) who are not directors.~~

~~For the purpose of this Plan, the term “employee” shall include all employees and officers of the Company and its Designated Subsidiaries.~~

Leaves of absence due to short-term disability or the Family and Medical Leave Act of 1993 during which an absent employee is nevertheless treated as an employee for purposes of Section 423 of the Internal Revenue Code, shall not terminate the eligibility of such employee to participate in the Plan if such employee is otherwise entitledeligible to receive ~~rights hereunder to participate in~~a bonus (each a, “Participant” and collectively, the “Participants”) under the Plan. ~~The Committee may, in its sole discretion, make such provisions as it deems desirable regarding~~To the ~~effect of other leaves of absence for employees entitled to receive rights hereunder.~~

5. ~~Allotment.~~ ~~Each employee who is otherwise eligible to participate hereunder shall be granted rights to purchase shares of Common Stock as follows:~~

(a) subject to Paragraphs 13, 14 and 15 below, all eligible employees shall receive the right to purchase quarterly that number of shares (including fractional shares calculated to four (4) decimal places) determined by dividing eighty-five percent (85%) of the per share fair market value of the Common Stock on the last business day of each calendar quarter into the amount accumulated on such date in the employee’s stock purchase deduction account provided for under Paragraph 9;

(b) if the total of all shares to be granted as computed pursuant to (a) above exceeds the number of shares under this Plan, then all such allotments shall be adjusted proportionately to eliminate such excess; and

(c) if there are more shares authorized than are granted pursuant to (a) above or if rights granted terminate for any reason prior to exercise, all such additional shares shall be available for further grants.

6. ~~Time of Granting Rights.~~ ~~Neither anything contained in the Plan or in any resolution adopted or to be adopted by the Board of Directors or the stockholders of the Company, nor any action taken by~~extent possible, the Committee shall constitute the granting of any rights. Rather, the granting of a right to purchase Common Stock shall be made automatically and without further action by the Company on the last business day of each calendar quarter following the effective date of the Plan to each employee eligible onmake such ~~date.~~

7. ~~Exercise of Grant and Purchase Price.~~ Each right to purchase Common Stock which is granted and accepted in accordance with Paragraph 8 shall be exercised on the last business day of the calendar quarter during which the grant is made (the “Exercise Date). The purchase price per share shall be eighty-five percent (85%) of the fair market value on the last business day of each calendar quarter. For purposes of this paragraph, the fair market value on any given date shall be deemed to be the closing price on the New York Stock Exchange for the Common Stock, or if there is no trading in the Common Stock on that date, then the closing price of such Common Stock on the last preceding trading date; provided, however, that if such method is inconsistent with any regulations applicable to Section 423 of the Internal Revenue Code adopted by the Commissioner of Internal Revenue, then the fair market value shall be determined by the Committee consistent with such regulations.

8. ~~Elections to Purchase Stock.~~ Subject to the terms and conditions of this Plan, an eligible employee may elect to purchase the shares allotted to such employee by written notice to the Company or the applicable Designated Subsidiary, delivered no later than fifteen (15) daysdesignation prior to the ~~beginning~~commencement of ~~a calendar quarter~~the Performance Period for which such employee will be eligible ~~to receive~~for a ~~grant. The notice is to be completed on a form prescribed by~~bonus under the ~~Committee, and delivered to~~Plan, or as soon as practicable during the ~~Company or the applicable Designated Subsidiary by~~Performance Period in which an employee ~~is employed. The notice must be accompanied by~~first becomes eligible to participate in the Plan. Except as otherwise provided herein, once an authorization directing equal weekly, bi-weekly, semi-monthly or monthly payroll deductions and retentions on terms and conditions more fully described in Paragraph 9 hereof. Once a written notice and authorizationemployee has been ~~received by~~designated as a Participant for a Performance Period, the ~~Company~~Committee shall have the right to remove such employee as a Participant in the Plan for such Performance Period, with or without cause, at any time on or before the ~~Designated Subsidiary by which an employee is employed,~~last day of such ~~notice~~Performance Period and ~~authorization~~except as otherwise provided herein, the Participant shall not be ~~deemed~~entitled to ~~automatically accept all subsequent grants, until such acceptance is revoked in writing by the employee.~~

9. ~~Method of Payment.~~ ~~Payment for Common Stock purchased~~any bonus under the Plan ~~shall be on~~for the ~~basis~~Performance Period in which such Participant is removed regardless of ~~payroll deductions (“stock purchase deductions”) with no right~~when during the Performance Period the Participant is removed.

(B) Senior Executive Participants. Notwithstanding anything to the contrary contained herein, if it is determined that a Participant is a “covered employee” of ~~prepayment. As soon as possible after receipt by~~ the Company within the meaning of ~~the employee’s authorization for stock purchase deductions, but subject to the requirements~~Section 162(m)(3) of Paragraph 8 above, the Company or the Designated Subsidiary with whom an employee is employed will commence to make equal weekly, bi-weekly, semi-monthly or monthly stock purchase deductions, depending on the employee’s normal pay period. Each deduction shall be in amounts equal to ten percent (10%) or less, as elected by the employee, of such employee’s total annual compensation as reflected by~~Form W-2~~ ~~(excluding moving expenses and the imputed value of group term life insurance in excess of $50,000), before all deductions for~~

~~B-2~~

~~taxes, social security, unemployment withholding, pretax contributions to a Section 401(k) or Section 125 plan under~~ the Internal Revenue Code of 1986, as amended (and any Treasury Regulations or guidance issued thereunder) (the “Code”) for ~~the previous calendar year, divided by the number of pay periods in the calendar year in which the grant is made. In the case of~~ a ~~second-year employee whose firstForm W-2~~ ~~reflects less than a full year of employment, stock purchase deductions~~Performance Period (a ‘‘Senior Executive Participant”), such Participant’s bonus shall be ~~based on~~calculated without regard to such ~~employee’s total annualized compensation calculated upon~~Participant’s status as a Senior Executive Participant, provided, however, that such ~~employee’s firstForm W-2.~~

The Committee shall establish for each employee who exercises rights to purchase Common Stock granted hereunder a noninterest-bearing stock purchase deduction account, to which there will be credited the amounts deducted from payroll, as hereinabove described.

An employee may change the amount of stock purchase deductions per pay period, by delivering written notice to the Company or the Designated Subsidiary by which an employee is employed no later than fifteen (15) days prior to the beginning of a calendar quarter for which an employee will be eligible to receive a grant.

An employee may, at any time upon written notice delivered to the Company or the Designated Subsidiary by which an employee is employed, cancel participation in the Plan. Upon an employee’s cancellation, if the employee remains employed by the Company or a Designated Subsidiary, the balance in the employee’s stock purchase deduction account will be used to purchase shares of Common Stock on the next Exercise Date. If the employee does not remain employed by the Company or a Designated Subsidiary, the balance in the employee’s stock purchase deduction account shall be refunded to the employee and shall not be used to purchase shares of Common Stock on the next Exercise Date. See paragraph 13 below.

~~10.~~ ~~Use of Funds.~~ Funds credited to stock purchase deduction accounts by the Company, pursuant to Paragraph 9 hereof, are to be added to the general funds of the Company and may be used by the Company for any lawful purpose.

~~11.~~ ~~Delivery of Stock.~~ As soon as practicable after the end of each calendar quarter, shares of Common Stock purchased for each employee pursuant to the Plan with the balance in such employee’s stock purchase deduction account on the Exercise Date shall be delivered directly to an individual Plan account established for each such employee with a brokerage firm selected by the Company. Shares of Common Stock deposited in such Plan accounts may be thereafter sold or transferred by each employee or certificates may be issued for such shares. Any such sale, transfer or certificate issuanceParticipant’s bonus shall be subject to any and all limitations and restrictions applicable to Senior Executive Participants under the ~~policies, procedures~~Plan and the annual incentive program (and any related agreements) for the Performance Period.

4. Determination of Performance Goals.

(A) In General. Before the beginning of the relevant Performance Period, but in no event later than ninety (90) days after the beginning of such Performance Period, the Committee, in its sole discretion, shall establish for such Performance Period (i) the Performance Period over which performance is to be measured; (ii) the payment date for the Performance Period; (iii) the Performance Goals (as defined below) for each Participant; and (iv) the method for evaluating performance for the Performance

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Period. Notwithstanding the foregoing, the Committee shall have the right to alter the bonus formula with respect to any Participant by changing the performance targets or otherwise as determined in the sole discretion of the Committee;provided thatany ~~fees and charges as may be imposed~~such change shall not apply to a Participant who is also a Senior Executive Participant with respect to such Performance Period unless such change complies with the requirements of the “performance based compensation” exception under Section 162(m) of the Code.

(B) Performance Goals. The Performance Goals established by the ~~brokerage firm where such Plan accounts are located.~~

~~No employee shall, by reason~~Committee for a Performance Period may include any one or more of the ~~Plan~~following criteria (i) return on capital, (ii) return on assets, (iii) sales growth, (iv) market share, (v) margin growth, (vi) return on equity, (vii) total shareholder return, (viii) increase in net after-tax earnings per share, (ix) increase in operating pre-tax earnings, (x) operating profit or ~~any rights granted pursuant thereto,~~improvements in operating profit, (xi) improvements in certain asset or byfinancial measures (including working capital and the ~~fact that there is credited~~ratio of sales to ~~such employee’s stock purchase deduction account sufficient funds~~net working capital), (xii) reductions in certain costs (including reductions in inventories or accounts receivable or reductions in operating or non-operating expenses), (xiii) net earnings, (xiv) pre-tax earnings or variations of income criteria in varying time periods, (xv) economic value added, (xvi) general comparisons with other peer companies or industry groups or classifications with regard to ~~purchase shares which the employee has elected to purchase, have any rights~~one or more of ~~a stockholder~~these criteria; (xvii) market price of the Company ~~until shares~~securities or (xviii) with respect to a Participant (other than a Senior Executive Participant) other factors directly tied to the performance of ~~Common Stock have been delivered to such employee in the manner provided in this Paragraph 11.~~

~~12.~~ ~~Nontransferability.~~ Rights to purchase Common Stock granted under the Plan to any employee are not transferable by such employee otherwise than by will or the laws of descent and distribution, in accordance with Paragraph 14 hereof, and are exercisable during an employee’s lifetime only by the employee. In the event of violation of this provision, the Committee shall terminate the employee’s right to purchase Common Stock and refund the amount in such employee’s Plan account.

~~13.~~ ~~Termination of Employment.~~ ~~If an employee shall cease to be employed by~~ the Company or byan Operating Company (the ‘‘Performance Goals”). Subject to the Committee’s discretion to formulate a ~~Designated Subsidiary for~~different bonus structure as to any ~~reason,~~Participant other than ~~death, all rights~~Senior Executive Participants, the Performance Goals may be based on one or more of the following: (i) the performance of the Company as a whole; (ii) the performance of the Operating Company which employs such Participant (or the Operating Company designated by the Committee as the Operating Company by reference to ~~purchase stock granted~~which performance is to be measured); or (iii) the ~~employee hereunder~~aggregate performance of the Operating Companies over which such Participant has managerial authority. The relative weights of the criteria that comprise the Performance Goals shall ~~immediately cease (unless otherwise directed~~be determined by the Committee in its sole ~~discretion)~~discretion. In establishing the Performance Goals for a Performance Period, the Committee may establish different Performance Goals for individual Participants or groups of Participants.

(C) Additional Bonus. ~~Any balance remaining in such former employee’s stock purchase deduction account shall be refunded~~ In addition to the ~~former employee.~~

~~14.~~ ~~Death of Employee.~~ Inbonus determined using the ~~event of the death of~~Performance Goals set forth above, a Participant employed by an ~~employee while in the employ of the~~Operating Company ~~or of a Designated Subsidiary, all rights to purchase stock granted to the employee hereunder shall immediately cease (unless otherwise directed~~may also be eligible for an additional bonus (“Additional Bonus”) as determined by the Committee in its sole ~~discretion), and the person or persons to whom the employee’s rights hereunder shall pass shall~~discretion. The Additional Bonus may be ~~entitled to receive a refund of the balance remaining in such employee’s stock purchase deduction account.~~

~~15.~~ ~~Retirement; Long Term Disability.~~ If an employee retires or goes on long term disability while an election to purchase Common Stock is in effect, all rights to purchase stock granted to the employee hereunder shall immediately cease (unless otherwise directedestablished by the Committee at one or more times during such Performance Period or within ninety (90) days following the end of such Performance Period based on such criteria as the Committee may develop in its sole ~~discretion). Any balance remaining~~discretion;provided however, any Participant who is also a Senior Executive Participant with respect to such Performance Period shall not be eligible for an Additional Bonus unless such Additional Bonus is established in ~~such former employee’s stock purchase deduction account~~accordance with the requirements of the “performance based compensation” exception under Section 162(m) of the Code.

(D) General Rules Regarding Bonus Calculation.

(i) Whether or not the results of operations of one or more Operating Companies or the Company for a given Performance Period result in a bonus, generally accepted accounting principles shall be ~~refunded~~applied on a basis consistent with prior periods unless otherwise modified by the Committee; provided however, no such modification shall apply to a Senior Executive Participant unless the requirements for the “performance based compensation” exception under Section 162(m) of the Code have been satisfied with respect to such modification. Any determination made pursuant to this Section 4(D)(i) shall be based on the calculations made by the Company and shall be binding on each Participant.

(ii) Except as provided in Section 9, as to Senior Executive Participants, there is no limit to the ~~former employee.~~bonus that can be earned under this Plan. Prior to the payment of a bonus to a Senior Executive Participant, other than a bonus payable following a Change of Control pursuant to Section 7, the Committee shall certify that the Performance Goals and other material terms of the Plan have been achieved with respect to such Senior Executive Participant.

~~16.~~(iii) This Section 4(D)(iii) shall apply whenever the Performance Goals for a Performance Period take into account performance for one or more fiscal years of 53 weeks (each, a “Long Fiscal Year”). In making any determination as to whether the Performance Goals have been satisfied or as to the amount of the bonus payable with respect to a Performance Period, the relevant Performance Goals for a Long Fiscal Year shall be deemed to be a number equal to the numerical measure of each such Performance Goal based on the performance of the Companyand/or its Operating Companies for such Long Fiscal Year minus an amount equal to the product of (i) 1/14^th; and (ii) the numerical measure of each such Performance Goal based on the performance of the Companyand/or its Operating Companies for the last fiscal quarter of such Long Fiscal Year. Notwithstanding the foregoing, the Committee may exercise its discretion in determining the extent of the adjustment, if any, to the calculation of any Performance Goal for a Long Fiscal Year appropriate to more accurately compare performance during a Long Fiscal Year to that during a 52-week fiscal year; provided that, the Committee may not exercise such discretion after the first ninety (90) days of the Performance Period with respect to Senior Executive Participants unless such exercise of discretion results in a reduction of the bonus payable to the Senior Executive Participants for such Performance Period.

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5. ~~Dilution~~Payment

The bonus payable to Participants under this Plan shall be paid solely in cash and shall be paid on or ~~Other Adjustments.~~before ninety (90) days following the end of each Performance Period;provided, however, subject to the requirements of the applicable deferred compensation plan and such other rules and requirements as the Committee may from time to time prescribe, the Committee may allow a Participant to defer receipt of all or a portion of the Participant’s bonus under the Plan if permitted under the terms of the deferred compensation plan sponsored by the Company in which the Participant is eligible to participate.

6. Clawback of Bonus.

In accordance with the ~~event that there is any change in the Common Stock, through merger, consolidation or reorganization, or~~Company’s incentive payment clawback policy, in the event of ~~any~~a restatement of financial results (other than a restatement due to a change in ~~the capital structure~~accounting policy) within thirty-six (36) months of the ~~Company,~~payment of a bonus under the ~~Board of Directors of~~Plan, if the ~~Company shall make such adjustments as the Board,~~Committee determines in its sole and absolute discretion, ~~deems equitable to prevent dilution or enlargement of~~that the ~~employee’s rights hereunder. If the Company should declare a stock dividend on its Common Stock, or split~~

~~B-3~~

~~its Common Stock, the number of shares which are the subject of this Plan (both shares which are not subject to an outstanding grant as well as those that are subject~~bonus paid to a ~~grant), shall be adjusted proportionately.~~

~~17.~~ ~~Miscellaneous.~~ Notwithstanding any other provision of this Plan, no employee may be included in this Plan if immediately after the employee’s election to purchase the employee owns, actually or constructively, or has an option to purchase, as much as five percent (5%) (either in voting power or value) of the Common Stock. Nor may any employee elect to purchase Common Stock in any one calendar yearParticipant under the Plan ~~having a market value of more than $25,000~~would have been lower had it been calculated based on such restated results (the “Adjusted MIP Bonus”), then the ~~date of~~Committee shall, subject to applicable governing law, have the ~~granting of the employee’s~~ right to ~~purchase~~recoup from such ~~shares.~~

~~18.~~ ~~Termination~~Participant, in such form and ~~Amendment of the Plan.~~ ~~The Plan may be abandoned or terminated~~ at ~~any~~such time ~~by the Board of Directors of the Company. The Board of Directors or~~as the Committee ~~at any time prior~~determines in its sole and absolute discretion, the difference between the amount previously paid to ~~the termination of the Plan, may make~~ such ~~changes and additions~~Participant pursuant to the Plan as the Board of Directors or the Committee shall deem advisable; provided, however, that except as provided in Paragraph 16 hereof, the Board of Directors or the Committee may not increase the maximum number of shares as(without regard to ~~which rights may be granted~~amounts deferred by such Participant under the ~~Plan~~Company’s executive benefit plans) and the Adjusted MIP Bonus.

7. Change of Control

(A) “Change of Control” means the occurrence of one or ~~change~~more of the ~~purchase price,~~following events:

(i) The acquisition by any individual, entity or ~~otherwise amend the Plan so that an option granted pursuant to it would fail to be an option under an “employee stock purchase plan” within~~group (within the meaning of Section ~~423 of the Internal Revenue Code. No termination~~13(d)(3) or ~~amendment of the Plan may, without the consent of the holder of a right to purchase then outstanding, terminate or materially and adversely affect the employee’s rights under the Plan.~~

~~19.~~ ~~Plan Not an Employment Contract.~~ This Plan does not and shall not be deemed to constitute a contract of employment with any employee. Terms of employment and the right of the Company or any of its Designated Subsidiaries to terminate the employment of any employee, with or without cause, shall depend entirely upon the terms of employment otherwise existing between any employee and the Company or any of its Designated Subsidiaries without regard to this Plan.

~~20.~~ ~~Indemnification of Committee.~~ In addition to such other rights of indemnification as they may have, the members of the Committee shall be indemnified by the Company against all costs and expenses reasonably incurred by them in connection with any action, suit or proceeding to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan or any rights granted thereunder and against all amounts paid by them in settlement thereof or paid them in satisfaction of a judgment in any such action, suit or proceeding, except a judgment based upon a finding of bad faith. Upon the institution of any such action, suit or proceeding, the Committee member or members shall notify the Company in writing, giving the Company an opportunity at its own cost to defend the same before such Committee member or members undertake to defend the same on their own behalf.

~~21.~~ ~~Effectiveness of the Plan.~~ The Plan shall become effective on such date as the Board of Directors shall determine but not prior to (a) the approval of the Company’s stockholders, (b) the effectiveness of a registration statement filed pursuant to the Securities Act of 1933, as amended, covering the shares subject to the Plan and (c) a favorable ruling from the Internal Revenue Service that the Plan constitutes an “employee stock purchase plan” within the meaning of Section 423 of the Internal Revenue Code.

~~22.~~ ~~Section 16 Requirements.~~ ~~Any other provisions of the Plan notwithstanding, to the extent that any employee participating in the Plan is subject to the provisions of Section 16~~14(d)(2) of the Securities Exchange Act of 1934, as amended (the ~~“Exchange Act”~~“Exchange Act”)) (a ‘‘Person”) of beneficial ownership (within the meaning ofRule 13d-3 promulgated under the Exchange Act) of 20% or more of either (i) the then-outstanding shares of Common Stock of the Company (the “Outstanding Company Common Stock”) or (ii) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that, for purposes of this Section 7(A)(i), the following acquisitions shall not constitute a Change of Control: (1) any acquisition directly from the Company, (2) any acquisition by the Company, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any affiliated company or (4) any acquisition by any corporation pursuant to a transaction that complies with Sections 7(A)(iii)(1), 7(A)(iii)(2) and 7(A)(iii)(3);

(ii) The occurrence of the following: Individuals who, as of September 9, 2009, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to September 9, 2009 whose election, or nomination for election by the Company’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;

(iii) Consummation of a reorganization, merger, statutory share exchange or consolidation or similar corporate transaction involving the Company or any of its Operating Companies, a sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or stock of another entity by the Company or any of its Operating Companies (each, a ‘‘Business Combination”), in each case unless, following such Business Combination, (1) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Company Common Stock and the ~~rules~~Outstanding Company 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 ~~regulations promulgated thereunder, such employee’s participation~~the combined voting power of the then-outstanding voting securities entitled to vote generally in the ~~Plan~~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 the Company or all or substantially all of the Company’s assets either directly or through one or more Operating Companies) in substantially the same proportions (as compared to the other beneficial owners of the Company’s Voting Securities immediately prior to such Business Combination) as their ownership immediately prior to such Business Combination of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be, (2) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Company 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

C-3

corporation, except to the extent that such ownership existed prior to the Business Combination, and (3) 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 providing for such Business Combination; or

(iv) Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.

(B) Notwithstanding anything to the contrary contained herein, and in lieu of any other payments due hereunder other than pursuant to this Section 7, within ninety (90) days following the date on which a Change of Control has occurred, each person who was a Participant at the time of the Change of Control shall be ~~subject~~paid a cash bonus hereunder, equal to the following (subject to reduction in the case of certain severance payments, as set forth below): the product of (i) a fraction equal to the number of days in the Performance Period in which the Change of Control occurs up to and including the date of the Change of Control divided by 365, and (ii) the bonus that would have been paid under this Plan, calculated using a Performance Goal equal to the product of (a) the Company’sand/or one or more Operating Companies’ performance through and including the end of the most recently completed fiscal quarter occurring prior to and in the same Performance Period as the Change of Control (the “Measurement Date”), calculated in accordance with generally accepted accounting principles, if applicable, and (b) a fraction, the numerator of which is 365 and the denominator of which is the number of days in such ~~employee~~Performance Period up to and including the Measurement Date.

(C) In addition to any bonus paid or payable pursuant to Section 7(B), any Participant who remains in the employ of the Company or any Operating Company on the last day of the Performance Period in which a Change of Control occurs shall be ~~required~~entitled to ~~comply with,~~receive, in cash, within ninety (90) days after the end of the Performance Period, an amount equal to the positive difference, if any, ~~and all additional restrictions~~between (a) the bonus that would have been paid to the Participant for such Performance Period under the Plan as in effect on the date of the Change of Control, using the actual Performance of the Companyand/or ~~requirements imposed~~one or more Operating Companies for the entire Performance Period, and (b) the amount paid pursuant to Section 7(B).

(D) Notwithstanding the foregoing, with respect to any Participant who is a party to the Company’s form of severance agreement on file with the Securities and Exchange Commission, or any future severance agreement with the Company, the bonus paid pursuant to this Section 7 shall be reduced, but to not less than zero, by the amount of any payment pursuant to such Participant’s severance agreement that is determined or calculated with respect to payments received or to be received under this Plan or any predecessor or successor thereof.

8. No Employment Arrangements Implied

Nothing herein shall imply any right of continued employment for a Participant, and except as set forth in Section 7 with respect to a Change of Control or as otherwise determined by the Committee in its ~~sole~~ discretion, ~~in order to insure that the exemption made available pursuant toRule 16b-3~~ ~~promulgated pursuant~~if a Participant is terminated, voluntarily or involuntarily, with or without cause, prior to the ~~Exchange Act is available~~end of a given Performance Period, such Participant shall not be entitled to any bonus for such Performance Period regardless of whether or not a bonus would have been earned had such Participant remained employed by the Company or an Operating Company through the end of the relevant Performance Period,provided, however, any bonus earned with respect to ~~all transactions pursuant to~~a Performance Period that remains unpaid at the ~~Plan affected by or on behalf~~time of any such ~~employee.~~termination shall not be affected.

~~23.~~9. ~~Governing Law.~~Term; Amendment or Termination.

(A) Effective Date and Term. The Plan has been adopted by the Board of Directors on September 3, 2009 and is effective, subject to obtaining stockholder approval of the material terms of the 2009 MIP Plan at the 2009 annual meeting, for awards granted on or after November 18, 2009 (the “Effective Date”). In no events will payments be made under this Plan to Senior Executive Participants unless this Plan has been approved by the Company’s stockholders in a vote meeting the requirements of Section 162(m) of the Code. The term of the Plan shall continue until November 18, 2014, unless sooner terminated by the Board of Directors. No new awards may be ~~governed by,~~made after the termination of the Plan, but any awards granted prior to November 18, 2014 that have not yet been paid in will continue to remain outstanding and ~~all questions arising hereunder shall~~will be ~~determined~~payable in accordance with and to the ~~laws~~extent provided in the Plan and the applicable grant agreements and programs.

(B) Amendment or Termination. The Plan may be amended at any time by the Board of Directors and any such amendment shall be effective as of commencement of the ~~State~~Performance Period during which the Plan is amended, regardless of ~~Delaware.~~the date of the amendment, unless otherwise stated by the Board of Directors. The Plan may be terminated at any time by the Board of Directors and such termination will be effective as of the commencement of the Performance Period in which such action to terminate the Plan is taken. Notwithstanding the foregoing, no amendment or termination following a Change of Control may in any way decrease or eliminate a payment due to a Participant pursuant to Section 7.

~~B-4~~C-4

10. Overall Limitation upon Payments under Plan to Senior Executive Participants


	~~SYSCO-PS-07~~

Notwithstanding any other provision in the Plan to the contrary, in no event shall any Senior Executive Participant be entitled to a bonus amount for any Performance Period in excess of $10 million.

11. Prior Plan

As of the Effective Date, this Plan shall supersede the Sysco Corporation 2005 Management Incentive Plan, as amended and restated (the “Prior Plan”). No further awards will be granted under the Prior Plan following such date, but any awards granted under the Prior Plan before November 18, 2009 that have not yet been paid as of that date will continue to remain outstanding and will be payable in accordance with and to the extent provided in the Prior Plan and the applicable grant agreements or programs.

C-5

VOTE BY INTERNET — www.proxyvote.comUse the Internet to transmit your voting instructions and for~~SYSCO CORPORATION~~electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy~~1390 ENCLAVE PARKWAY~~card in hand when you access the web site and SYSCO CORPORATION follow the~~HOUSTON, TX 77077-2099~~instructions to obtain your records and to create an electronic voting 1390 ENCLAVE PARKWAY instruction form. HOUSTON, TX 77077-2099 ELECTRONIC DELIVERY OF FUTURE ~~STOCKHOLDER COMMUNICATIONS~~PROXY MATERIALS ATTN: LEGAL DEPARTMENT If you would like to reduce the costs incurred by ~~Sysco Corporation~~our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access ~~stockholder communications~~proxy materials electronically in future years.VOTE BY PHONE —- 1-800-690-6903Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.VOTE BY MAILMark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to ~~Sysco Corporation,~~Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: ~~SYSCO1~~M17202-P84920 KEEP THIS PORTION FOR YOUR RECORDSTHIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.DETACH AND RETURN THIS PORTION ONLYSYSCO CORPORATION The Board of Directors recommends a vote “FOR” each of the nominees for director, “FOR” proposals 2, 3, 4, 5 and 6 and “AGAINST” proposal 7. Vote Onon Directors Vote Onon Proposals For Against Abstain 1. ~~To elect three directors~~Election of Directors to serve until the~~For Against Abstain For Against Abstain~~ Annual Meeting of Stockholders in ~~2010; 1a. John M. Cassaday~~~~0 0 0~~2012 Nominees: For Against Abstain 2. To approve the 2009 Non-Employee Directors Stock Plan; 0 0 0 1a. Jonathan Golden 0 0 0 3. To authorize amendments to Sysco’s 2007 Stock Incentive ~~Plan;~~0 0 0 Plan, as amended; 1b. ~~Manuel~~Joseph A. ~~Fernandez~~Hafner. Jr. 0 0 03. 4. To approve the ~~Amended~~material terms of, and ~~Restated Sysco Corporation 1974 Employees’ Stock Purchase Plan~~the payment of compensation to ~~(a) reserve 6,000,000 additional shares~~certain executive officers pursuant to, 1c. ~~Jackie M. Ward~~Nancy S. Newcomb 0 0 0~~of Sysco Corporation common stock for~~0 0 0~~issuance under~~ the 2009 Management Incentive Plan, so that the deductibility of such ~~plan and (b) provide that, with respect to SYSCO’s foreign subsidiaries, participants in~~compensation will not be limited by 1d. Kenneth F. Spitler 0 0 0 Section 162(m) of the ~~plan will include the eligible employees of only those SYSCO foreign subsidiaries that are designated as participating subsidiaries; 4.~~Internal Revenue Code; 5. To ratify the appointment of Ernst & Young LLP as Sysco’s 0 0 0 independent accountants for fiscal 2010; 6. To consider and approve an advisory proposal relating to 0 0 0 the company’s executive compensation philosophy, policies and procedures; For address changes and/or comments, please check ~~this box~~0~~LLP as SYSCO’s independent accountants for~~ 7. To consider a stockholder proposal, if presented at the 0 0 0 this box and write them on the back where indicated. ~~fiscal 2008;~~meeting, requesting that the Board of Directors adopt certain principles for health care reform; and 8. To transact such other business as may properly come Only stockholders of record at the close of business on ~~5. To transact~~September 21, 2009 will before the meeting or any ~~other business as may September 11, 2007 will~~adjournment thereof. be entitled to receive notice of and to ~~properly be brought before the meeting or any~~ vote at the Annual Meeting. ~~adjournment thereof.~~Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. M17203-P84920 SYSCO CORPORATION ~~Proxy for the~~ Annual Meeting of Stockholders November ~~9, 2007~~18, 2009 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORSThe undersigned hereby constitutes and appoints ~~Richard J. Schnieders~~Manual A. Fernandez and William J. DeLaney, and each of them jointly and severally, proxies, with full power of substitution, to vote all shares of common stock which the undersigned is entitled to vote at the Annual Meeting of Stockholders of Sysco Corporation to be held on ~~Friday,~~Wednesday, November ~~9, 2007~~18, 2009 at 10:00 a.m., at the St. Regis Hotel, 1919 Briar Oaks Lane, Houston, Texas 77027 or any adjournment thereof. The undersigned acknowledges receipt of the ~~notice~~Notice of ~~annual meeting~~Annual Meeting and ~~proxy statement,~~Proxy Statement, each dated ~~September 26, 2007,~~October 8, 2009, grants authority to any of said proxies, or their substitutes, to act in the absence of others, with all the powers which the undersigned would possess if personally present at such meeting, and hereby ratifies and confirms all that said proxies, or their ~~substitutes,~~substitues, may lawfully do in the undersigned’s name, place and stead. The undersigned instructs said proxies, or any of them, to vote as set forth on the reverse side.Those proxies signed and returned with no choice indicated will be voted ~~“FOR”~~ “FOR“each of the nominees for ~~directors and~~director, “FOR” Proposals 2, 3, 4, 5 and 4,6 and “AGAINST” Proposal 7 and will be voted in the discretion of the proxy holder on any other matter that may properly come before the meeting and any adjournment or postponement of the Annual Meeting. Address Changes/Comments:___ ___(If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.)(Continued and to be signed on ~~the~~ reverse ~~side.)~~side 679462

o		Preliminary Proxy Statement
o		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þ		Definitive Proxy Statement
o		Definitive Additional Materials
o		Soliciting Material Pursuant to §240.14a-12


	1.	To elect ~~three~~as directors the four nominees named in the attached proxy statement to serve until the Annual Meeting of Stockholders in ~~2010;~~2012;

	2.	To approve the ~~2007~~2009 Non-Employee Directors Stock ~~Incentive~~ Plan;

	3.	To ~~approve the Amended and Restated Sysco Corporation 1974 Employees’~~authorize amendments to Sysco’s 2007 Stock ~~Purchase~~Incentive Plan, to (a) reserve 6,000,000 additional shares of Sysco Corporation common stock for issuance under such plan and (b) provide that, with respect to SYSCO’s foreign subsidiaries, participants in the plan will include the eligible employees of only those SYSCO foreign subsidiaries that are designated as ~~participating subsidiaries;~~amended;

	4.	To approve the material terms of, and the payment of compensation to certain executive officers pursuant to, the 2009 Management Incentive Plan, so that the deductibility of such compensation will not be limited by Section 162(m) of the Internal Revenue Code;

	5.	To ratify the appointment of Ernst & Young LLP as ~~SYSCO’s~~Sysco’s independent accountants for fiscal ~~2008;~~2010;

	6.	To consider and approve an advisory proposal relating to the company’s executive compensation philosophy, policies and procedures;

	7.	To consider a stockholder proposal, if presented at the meeting, requesting that the Board of Directors adopt certain principles for health care reform; and

	5.8.	To transact any other business as may properly be brought before the meeting or any adjournment thereof.


	Required to		Required to
	Own by Third		Own by Fifth
	Anniversary in		Anniversary in
Position	Position		Position

~~Named Executive Officers~~
CEO		100,000 shares		175,000 shares
Non-CEO President or COO		40,000 shares		75,000 shares
CFO and Executive Vice Presidents		15,000 shares		30,000 shares
~~Other Officers~~
Senior Vice Presidents		10,000 shares		20,000 shares
Other Section 16 Officers		5,000 shares		10,000 shares


(1	)(1)	Title of each class of securities to which transaction applies:




(2	)(2)	Aggregate number of securities to which transaction applies:




(3	)(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 ~~(Set~~(set forth the amount on which the filing fee is calculated and state how it was determined):




(4	)(4)	Proposed maximum aggregate value of transaction:




(5	)(5)	Total fee paid:


(1	)(1)	Amount Previously Paid:




(2	)(2)	Form, Schedule or Registration Statement No.:




(3	)(3)	Filing Party:




(4	)(4)	Date Filed:


	•	by telephone (see the instructions ~~in theE-Proxy~~ ~~Notice or click on the “proxy card” link for instructions)~~at www.ProxyVote.com); or,
	•	by Internet (see the instructions ~~in theE-Proxy~~ ~~Notice or click on the “proxy card” link for instructions)~~at www.ProxyVote.com); or
	•	if you received a printed copy of these proxy materials by mail, by signing, dating and mailing the enclosed proxy card.


	•	~~2007~~the 2009 Non-Employee Directors Stock ~~Incentive Plan,~~Plan;
	•	~~Amended~~amendments to Sysco’s 2007 Stock Incentive Plan, as amended;
	•	material terms of, and ~~Restated 1974 Employees’ Stock Purchase~~the payment of compensation to certain executive officers pursuant to, the 2009 Management Incentive Plan, ~~and~~so that the deductibility of such compensation will not be limited by Section 162(m) of the Internal Revenue Code;
	•	ratification of the appointment of the independent ~~accountants.~~accountants,
	•	advisory vote relating to the company’s executive compensation philosophy, policies and procedures; and
	•	stockholder proposal requesting that the Board of Directors adopt certain principles for health care reform.


	•	if a ~~SYSCO~~Sysco director serves as an officer, director or trustee of a tax-exempt charitable organization, and ~~SYSCO’s~~Sysco’s discretionary charitable contributions to the organization are less than two percent of that organization’s total annual charitable receipts; ~~SYSCO’s~~Sysco’s automatic matching of employee charitable contributions ~~to higher education~~ will not be included in the amount of ~~SYSCO’s~~Sysco’s contributions for this purpose.


	•	Mr. Cassaday serves as a director of Fort Reliance, a subsidiary of which is one of our suppliers.

	•	Dr. Craven serves as a member of the Board of Directors of Luby’s, Inc., which is one of our ~~customers, and as a Regent for the University of Texas, which purchases our products through a subcontract arrangement with one of our~~ customers;

	•	Mr. Fernandez serves ~~on the Board of Trustees, and during fiscal 2007 served as the Chairman of the Board of Trustees, of the University of Florida, which purchases products from us,~~ as a director of Flowers Foods, Inc, which is one of ~~SYSCO’s~~Sysco’s suppliers, and as Chairman Emeritus of Gartner, Inc., a technology firm that provides certain services to which we subscribe;

	•	Mr. Hafner serves as a Trustee of The Kinkaid School, which is one of our customers; during the first half of fiscal 2009, Mr. Hafner ~~serves~~served on the Houston regional advisory board of JPMorgan Chase Bank, which provides investment banking and cash management services to our company; JPMorgan and its affiliates also serve as administrative agents on our revolving credit facility, ~~and~~ as the issuing and paying agent and a dealer on our commercial paper ~~program;~~program and as the trustee on certain rabbi trust arrangements related to Sysco’s executive retirement programs; Mr. Hafner also serves on the boards or committees of several non-profit organizations to which ~~SYSCO~~Sysco makes donations; in addition, Mr. Hafner serves ~~as a director of the University of St. Thomas and~~ as a member of the President’s Advisory Council of the University of Houston — Downtown, ~~both of~~ which ~~purchase~~purchases our products through subcontracting arrangements;

	•	~~Mr. Merrill’s son is employed by one of our suppliers;~~

	•	Ms. Newcomb is a director of Moody’s Corporation, which provides credit ratings for certain of our debt obligations, and is a trustee of the Woods Hole Oceanographic Institution, which purchases our products through a subcontracting arrangement;

	•	Mr. Tilghman is a trustee of the Colonial Williamsburg Foundation, a director of the Colonial Williamsburg Company, and a ~~director~~trustee of the Virginia Museum of Fine Arts; all three of these organizations are our customers;

	•	During a portion of fiscal 2009, Ms. Ward iswas a director of Bank of America Corporation, which provides us with investment banking and cash management ~~services,~~services. Bank of America’s affiliate, Banc of America Securities LLC, was a co-manager of our March 2009 offering of $500 million of senior notes. In addition, Ms. Ward is a director of Flowers Foods, Inc., which is one of our ~~suppliers, and a director of WellPoint, Inc., with which one of our subsidiaries has contracted for medical insurance.~~suppliers.


	•	the name and address of the stockholder;

	•	the name and address of the person to be nominated;

	•	a representation that the stockholder is a holder of the ~~SYSCO~~Sysco stock entitled to vote at the meeting to which the director recommendation relates;

	•	a statement in support of the stockholder’s recommendation, including a description of the candidate’s qualifications;

	•	information regarding the candidate as would be required to be included in a proxy statement filed in accordance with the rules of the Securities and Exchange Commission; and

	•	the candidate’s written, signed consent to serve if elected.


	•	consider, with respect to an incumbent director, whether the director satisfactorily performed his or her duties as director during the preceding term, including attendance and participation at Board and Committee meetings, and other contributions as a director.


(10)		Includes an aggregate of ~~798,426~~633,880 shares underlying options that are presently exercisable or will become exercisable within 60 days after September ~~11, 2007~~21, 2009 held by current executive officers other than the named executive officers. Does not include any shares underlying options held by Mr. ~~Stubblefield,~~Schnieders, who retired on June ~~30, 2007.~~27, 2009, or Robert C. Kreidler, who became an executive officer on October 5, 2009.


	•	Interests arising only from the related person’s position as a director of another corporation or organization that is a party to the transaction; or

	•	Interests arising only from the direct or indirect ownership by the related person and all other related persons in the aggregate of less than a 10% equity interest, other than a general partnership interest, in another entity which is a party to the transaction; or

	•	Interests arising from both the position and ownership level described in the two bullet points above; or

	•	Interests arising solely from the ownership of a class of ~~SYSCO’s~~Sysco’s equity securities if all holders of that class of equity securities receive the same benefit on a pro rata basis, such as dividends; or

	•	A transaction that involves compensation to an executive officer if the compensation has been approved by the Compensation Committee, the Board of Directors or a group of independent directors of ~~SYSCO~~Sysco performing a similar function; or

	•	A transaction that involves compensation to a director for services as a director of ~~SYSCO~~Sysco if such compensation will be reported pursuant to Item 402(k) ofRegulation S-K.


	•	ensure that such transaction has been conducted in accordance with the previous approval granted by the Committee, if any,

	•	ensure that ~~SYSCO~~Sysco makes all required disclosures regarding the transaction, and

	•	determine if ~~SYSCO~~Sysco should continue, modify or terminate the transaction.


	•	the related person’s interest in the transaction;

	•	the approximate dollar value of the amount involved in the transaction;

	•	the approximate dollar value of the amount of the related person’s interest in the transaction without regard to the amount of any profit or loss;

	•	whether the transaction was undertaken in ~~SYSCO’s~~Sysco’s ordinary course of business;

	•	whether the transaction with the related person is proposed to be, or was, entered into on terms no less favorable to ~~SYSCO~~Sysco than terms that could have been reached with an unrelated third party;

	•	the purpose of, and the potential benefits to ~~SYSCO~~Sysco of, the transaction; and

	•	any other information regarding the transaction or the related person in the context of the proposed transaction that would be material to investors in light of the circumstances of the particular transaction.


								Value of Shares
								Issued in
	Fiscal		Salary		Cash Portion of MIB			Connection With		Total Annual
Name And Principal Position	Year		($)		($)(1)			MIB(2)		Compensation ($)

Schnieders		2007	$	1,096,500	$	3,930,720		$	940,685	$	5,967,905
		2006		1,062,500		0			0		1,062,500
		2005		981,250		1,758,335	(3)		1,235,400		3,974,985
		2004		912,500		1,887,835			1,673,080		4,473,415
Stubblefield		2007		602,500		2,162,248			517,461		3,282,209
		2006		580,000		0			0		580,000
		2005		547,083		753,311			670,661		1,971,055
		2004		532,500		1,055,245			935,215		2,522,960
Spitler		2007		572,500		2,074,352			496,426		3,143,278
		2006		547,500		0			0		547,500
		2005		526,250		713,672			635,354		1,875,276
		2004		512,500		1,016,548			900,868		2,429,916
Accardi		2007		567,500		2,039,193			488,012		3,094,705
		2006		547,500		0			0		547,500
		2005		526,250		713,672			635,354		1,875,276
		2004		512,500		1,016,548			900,868		2,429,916
Pulliam		2007		530,000		1,898,559			454,356		2,882,915
		2006		510,000		0			0		510,000
		2005		440,417		660,833			588,265		1,689,515
		2004		425,000		842,256			746,460		2,013,716


			Percentage
	Basic		Increase in
	Earnings per		Basic EPS
	Share Before		Before			Total Bonus
	Accounting		Accounting			as a Multiple
	Change		Change			of Salary

Fiscal 2007	$	1.62		19.1	%		4.5	x
Fiscal 2006		1.36		—			0
Fiscal 2005		1.51		7.1	%		2.7	x
Fiscal 2004		1.41		17.5	%		3.8	x
Fiscal 2003		1.20


									Total Change in
									Pension Value and
			Change in		Change in		Above-Market		Non-Qualified
	Fiscal		Pension		SERP		Interest on		Compensation
Name	Year		Plan Value		Value*		EDCP		Earnings

Schnieders		2007	$	59,427	$	4,395,257	$	76,763	$	4,531,447
Stubblefield		2007		57,724		2,031,982		74,611		2,164,317
Spitler		2007		52,925		2,178,822		49,651		2,281,398
Accardi		2007		59,834		1,832,394		39,178		1,931,406
Pulliam		2007		34,185		1,849,169		22,638		1,905,992


									Additional
					Term		401(k)		Pension
	Fiscal		Deferred		Life		Matching		Accruals Due to
Name	Year		Match		Insurance		Contributions		Retirement		Perquisites		Total

Schnieders		2007	$	117,922	$	907	$	6,600		—	$	31,191	$	156,620
Stubblefield		2007		64,867		907		6,600	$	92,778		8,947		174,099
Spitler		2007		62,231		907		6,600		—		19,652		89,390
Accardi		2007		61,176		907		—		—		32,517		94,600
Pulliam		2007		56,957		903		6,600		—		9,025		73,485


		addition, an executive will forfeit all of his unexercised options if the Committee finds by a majority vote that, either before or after termination of his employment, he:


•	committed fraud, embezzlement, theft, a felony, or proven dishonesty in the course of his employmentand by any such act, damaged us or our subsidiaries;
	•	disclosed our trade secrets; or


	Number of												Number of
	Performance				Payout Amount						Fiscal Year in		Performance				Payout Amount
Name	Units Held		Performance Period		Minimum		Target		Maximum		Which Granted		Units Held		Performance Period		Minimum		Target		Maximum

Schnieders		112,000		7/3/2005-6/28/2008	$	980,000	$	3,920,000	$	5,880,000
		112,000		7/2/2006-6/27/2009		980,000		3,920,000		5,880,000
		112,000		7/1/2007-7/3/2010		980,000		3,920,000		5,880,000
Stubblefield		10,500		7/3/2005-6/28/2008		91,875		367,500		551,250
DeLaney												2009		18,000		6/29/2008-7/2/2011	$	157,500	$	630,000	$	945,000
		10,500		7/2/2006-6/27/2009		91,875		367,500		551,250		2008		12,000		7/1/2007-7/3/2010		105,000		420,000		630,000
Spitler		10,500		7/3/2005-6/28/2008		91,875		367,500		551,250		2009		40,000		6/29/2008-7/2/2011		350,000		1,400,000		2,100,000
		10,500		7/2/2006-6/27/2009		91,875		367,500		551,250		2008		45,000		7/1/2007-7/3/2010		393,750		1,575,000		2,362,500
		45,000		7/1/2007-7/3/2010		393,750		1,575,000		2,362,500
Accardi		10,500		7/3/2005-6/28/2008		91,875		367,500		551,250
		10,500		7/2/2006-6/27/2009		91,875		367,500		551,250
Pulliam		10,500		7/3/2005-6/28/2008		91,875		367,500		551,250		2009		15,000		6/29/2008-7/2/2011		131,250		525,000		787,500
		10,500		7/2/2006-6/27/2009		91,875		367,500		551,250		2008		12,000		7/1/2007-7/3/2010		105,000		420,000		630,000
Smith												2009		15,000		6/29/2008-7/2/2011		131,250		525,000		787,500
		12,000		7/1/2007-7/3/2010		105,000		420,000		630,000		2008		6,500		7/1/2007-7/3/2010		56,875		227,500		341,250
Green												2009		15,000		6/29/2008-7/2/2011		131,250		525,000		787,500
												2008		6,500		7/1/2007-7/3/2010		56,875		227,500		341,250
Schnieders												2009		90,000		6/29/2008-7/2/2011		787,500		3,150,000		4,725,000
												2008		112,000		7/1/2007-7/3/2010		980,000		3,920,000		5,880,000


	•	one-half of the payout is based on average growth in net earnings per share ~~excluding,~~


	◦	with respect to the7/2/2006-6/27/2009 and7/1/2007-7/3/2010 performance periods, this is basic earnings per share and with respect to the6/29/2008-7/2/2011 and6/28/2009-6/30/2012 performance periods, this is fully diluted earnings per share; and
	◦	with respect to the7/2/2006-6/27/2009 performance period, this excluded accruals for the ~~MIB~~MIP and supplemental ~~bonus, with the threshold level set at 6% (payout of 25%), the target level at 10% (payout of 50%) and the maximum level at 14% (payout of 75%); plus~~bonuses,


	◦	with respect to the ~~threshold levels~~7/2/2006-6/27/2009 performance period, we adjusted for product inflation and deflation; there are no such adjustments for the ~~grants made~~three-year performance periods ending in fiscal ~~2006~~2010, 2011 and 2007 set at 4% (payout of 25%), the target levels at 6% (payout of 50%) and the maximum levels at 8% (payout of 75%); for the grants made in fiscal 2008, the threshold level was increased to 6%, the target level was increased to 8%, and the maximum was increased to 10%.2012.


	•	return on stockholders’ equity and increases in earnings per share;
	•	return on capitaland/or increases in pretax earnings of selected divisions or subsidiaries; and
	•	one or more specified ~~SYSCO,~~Sysco, division or subsidiary performance factors described in the plan.


	X-Axis (Increase in Earnings per Share)
	Less than
Y-Axis (Return on Stockholder’s Equity)	6%			6%			10%			15%			20%			25%

Less than 14%		0	%		0	%		0	%		0	%		0	%		0	%
14%		0	%		14	%		35	%		53	%		77	%		112	%
20%		0	%		44	%		77	%		95	%		119	%		154	%
25%		0	%		68	%		112	%		130	%		154	%		189	%
30%		0	%		93	%		147	%		165	%		189	%		224	%
35%		0	%		117	%		182	%		200	%		224	%		259	%


	Percentage Increase in Earnings per Share
3-Year Average Return on Capital	4%		6%		8%		10%		12%		14%		16%		18%		20%+

10%		20		60		80		100		120		140		160		170		180
12%		40		80		100		120		140		160		180		190		200
14%		60		100		120		140		160		180		200		210		220
16%		80		120		140		160		180		200		220		230		240
18%		100		140		160		180		200		220		240		250		260
20%		100		140		180		200		220		240		260		270		280
22%		100		140		180		220		240		260		280		290		300
24%		100		140		180		220		260		280		300		310		320
25%+		100		140		180		220		260		290		310		320		330


	•	implementation of Sysco’s long-term strategy;
	•	succession planning; and
	•	implementation of Sysco’s planned information technology initiatives.


	•	If the ~~executives’~~executive’s performance “exceeds expectations,” the ~~executives will be~~executive is entitled to receive a supplemental cash bonus of up to 25% of the cash portion of ~~their MIB~~his MIP bonus for ~~that~~the fiscal ~~year, but we will not include this additional amount when determining the stock portion of the MIB.~~year.
	•	If the ~~executives’~~executive’s performance iswas “below expectations,” the Committee will reduce the cash portion of the ~~executives’ MIB~~executive’s MIP bonus by up to 25%~~, and we will determine the stock portion of the MIB based on the reduced amount;~~; and
	•	If the ~~executives’~~executive’s performance “meets expectations,” the ~~executives’~~executive’s bonus will not be increased or reduced.


	o	~~develop and execute strategy with input and approval by Board;~~
	o	~~continue to build on long-term relationships with all constituencies;~~
	o	~~position SYSCO as a sustainable corporation;~~


	o	~~increase marketing-associate served sales by a specified percentage;~~
	o	~~achieve return on equity of 35% or greater;~~


	o	~~increase corporatemulti-unit~~ ~~sales by a specified percentage;~~
	o	~~increase local contract sales by a specified percentage;~~
	o	~~increase sales through acquisitions by a specified percentage;~~
	o	~~reduce overall cost per case by a certain number of cents;~~

~~Payment of filing fee (Check the appropriate box):~~

No fee ~~required~~required.

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.