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Seventh Amended And Restated Supplemental Executive Retirement Plan

Parties:

Sysco

Sectors: Food, Beverages and Tobacco
Governing Law:  Delaware
Exhibit 10.9 EXECUTION COPY SEVENTH AMENDED AND RESTATED SYSCO CORPORATION SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN Effective June 28, 2008


TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 ARTICLE II ELIGIBILITY & CONTINUED PARTICIPATION 8 2.1 Initial Eligibility 8 2.2 Frozen Participation 8 2.3 Frozen Participation Deemed Active Participation 8 ARTICLE III VESTING 9 3.1 Vesting 9 3.2 Vesting upon a Change of Control 10 3.3 Compensation Committee Discretion 10 ARTICLE IV VESTED ACCRUED BENEFIT & RETIREMENT BENEFIT 11 4.1 Definitions 11 4.2 Minimum Vested Accrued Benefit as of June 28, 2008 15 4.3 Vested Accrued Benefit after June 28, 2008 15 4.4 Retirement Benefit 16 4.5 Benefit Commencement Date 16 4.6 Form of Payment 16 4.7 Temporary Supplement 17 4.8 Administrative Delay 17 4.9 Delay of Payments under Section 409A of the Code 17 ARTICLE V DISABILITY & FROZEN PARTICIPATION 18 5.1 In General 18 5.2 Disability on or after June 28, 2008 18 5.3 Disability before June 28, 2008 19 5.4 Participation Frozen on or after June 28, 2008 19 5.5 Frozen Participation Deemed Active Participation 19 5.6 Participation Frozen before June 28, 2008 19 ARTICLE VI DEATH BENEFIT 20 6.1 Definitions 20 6.2 Death of Active Participant prior to Age 55 20 6.3 Death of Active Participant after Age 55 21 6.4 Death after a Change of Control that Occurs while an Active Participant 21 6.5 Death of Vested Terminated Participant or Disabled Participant 22 6.6 Death of Frozen Participant 23 6.7 Death of Retired Participant before or after Commencement of Benefits 23 6.8 Administrative Delay 24

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TABLE OF CONTENTS (continued) Page 6.9 Beneficiary Designation for Ten (10) Year Certain Period 24 ARTICLE VII PROVISIONS RELATING TO ALL BENEFITS 26 7.1 Effect of this Article 26 7.2 Termination of Employment 26 7.3 Forfeiture for Cause 26 7.4 Forfeiture for Competition 27 7.5 Restrictions on any Portion of Total Payments Determined to be Excess Parachute Payments 28 7.6 Benefits upon Re-Employment 29 7.7 Claims Procedure 29 ARTICLE VIII ADMINISTRATION 31 8.1 Committee Appointment 31 8.2 Committee Organization and Voting 31 8.3 Powers of the Committee 31 8.4 Committee Discretion 31 8.5 Reimbursement of Expenses 32 8.6 Indemnification 32 ARTICLE IX ADOPTION BY SUBSIDIARIES 33 9.1 Procedure for and Status after Adoption 33 9.2 Termination of Participation by Adopting Subsidiary 33 ARTICLE X AMENDMENT AND/OR TERMINATION 34 10.1 Amendment or Termination of the Plan 34 10.2 No Retroactive Effect on Awarded Benefits 34 10.3 Effect of Termination 35 ARTICLE XI FUNDING 36 11.1 Payments under This Plan are the Obligation of the Company 36 11.2 Plan May Be Funded through Life Insurance Owned by the Company or a Rabbi Trust 36 11.3 Reversion of Excess Assets 36 11.4 Participants Must Rely Only on General Credit of the Company 37 11.5 Funding of Benefits for Participants Subject to Canadian Income Tax Laws is Prohibited 37 ARTICLE XII MISCELLANEOUS 38 12.1 Responsibility for Distributions and Withholding of Taxes 38 12.2 Limitation of Rights 38 12.3 Distributions to Incompetents or Minors 38 12.4 Nonalienation of Benefits 38

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TABLE OF CONTENTS (continued) Page 12.5 Reliance upon Information 38 12.6 Amendment Applicable to Active Participants Only Unless it Provides Otherwise 39 12.7 Severability 39 12.8 Notice 39 12.9 Gender and Number 39 12.10 Governing Law 39 12.11 Effective Date 39 12.12 Compliance with Section 409A 39

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SEVENTH AMENDED AND RESTATED
SYSCO CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN WHEREAS , Sysco Corporation (" SYSCO" ) and its Subsidiaries established the Sysco Corporation Supplemental Executive Retirement Plan (the " Current Plan" ), effective July 3, 1988, to provide certain highly compensated management personnel a supplement to their retirement pay so as to retain their loyalty and to offer them a further incentive to maintain and increase their standard of performance; WHEREAS , pursuant to Section 9.1 of the Current Plan, SYSCO' s board of directors (the " Board of Directors" ), the Committee or their designees may amend the Current Plan by an instrument in writing; WHEREAS , the Board of Directors has determined that it is in the best interests of SYSCO and its stockholders to amend and restate the Current Plan effective June 28, 2008, to: (i) change the group of employees eligible to participate; (ii) change the definition of " Eligible Earnings" and " Final Average Compensation;" (iii) make the Current Plan compliant with the Final Treasury Regulations promulgated under Section 409A of the Code; (iv) expand the circumstances that SYSCO or its Subsidiaries' have the right to forfeit a Participant' s benefits and (v) make certain other changes and clarifications to the Current Plan; NOW, THEREFORE , SYSCO hereby adopts the Seventh Amended and Restated Sysco Corporation Supplemental Executive Retirement Plan, effective June 28, 2008 (the " Plan" ), as follows:

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ARTICLE I DEFINITIONS 1.1 401(k) Plan . " 401(k) Plan" means the Sysco Corporation Employees 401(k) Plan, a defined contribution plan qualified under Section 401(a) of the Code, and any U.S. qualified defined contribution plan successor thereto. 1.2 Active Participant. " Active Participant" means a Participant in the employ of the Company who is not a Frozen Participant. 1.3 Actuarial Equivalence or Actuarially Equivalent . " Actuarial Equivalence" shall be determined on the basis of the mortality and interest rate assumptions used in computing annuity benefits under the Pension Plan. If there is no Pension Plan in effect at the time any such determination is made, the actuarial assumptions to be used shall be selected by an actuarial firm chosen by the Committee. Such actuarial firm shall select such actuarial assumptions as would be appropriate for the Pension Plan if the Pension Plan remained in existence with its last participant census. " Actuarial Equivalent" means equality in value of the aggregate amounts expected to be received under different forms of payment based on the mortality and interest assumptions specified for purposes of Actuarial Equivalence. 1.4 Affiliate . " Affiliate" means any entity with respect to which SYSCO beneficially owns, directly or indirectly, at least 50% of the total voting power of the interests of such entity and at least 50% of the total value of the interests of such entity. 1.5 Annuity . " Annuity" means a monthly annuity for the life of the Participant with a ten (10) year certain period. A Participant' s Vested Accrued Benefit and Retirement Benefit are expressed in the form of an Annuity, subject to the provisions of Section 4.6. 1.6 Beneficiary . " Beneficiary" means a person or entity designated by the Participant under the terms of this Plan to receive any amounts distributed under the Plan upon the death of the Participant. 1.7 Benefit Commencement Date. " Benefit Commencement Date" means the first date the Participant' s benefits are payable under Section 4.5, without regard to any delay under Section 4.9. 1.8 Benefit Limit. " Benefit Limit" shall have the meaning set forth in Section 4.1(l). 1.9 Benefit Service. " Benefit Service" shall have the meaning set forth in Section 4.1(d). 1.10 Board of Directors. " Board of Directors" means the Board of Directors of SYSCO. 1.11 Canada/Quebec Pension Plan Offset. " Canada/Quebec Pension Plan Offset" shall have the meaning set forth in Section 4.1(j).

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1.12 Change of Control . " Change of Control" means the occurrence of one or more of the following events: (a) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Act (a " Person" ) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Securities Act) of 20% or more of either (i) the then-outstanding shares of SYSCO common stock (the " Outstanding SYSCO Common Stock" ) or (ii) the combined voting power of the then-outstanding voting securities of SYSCO entitled to vote generally in the election of directors (the " Outstanding SYSCO Voting Securities" ); provided, however, that the following acquisitions shall not constitute a Change of Control: (1) any acquisition directly from SYSCO, (2) any acquisition by SYSCO, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by SYSCO or any Affiliate, or (4) any acquisition by any corporation; pursuant to a transaction that complies with Sections (c)(i), (c)(ii) and (c)(iii), below; (b) Individuals who, as of July 1, 2008, constitute the Board of Directors (the " Incumbent Board" ) cease for any reason to constitute at least a majority of the Board of Directors; provided, however, that any individual becoming a director subsequent to July 1, 2008 whose election, or nomination for election by SYSCO' s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors; (c) Consummation of a reorganization, merger, statutory share exchange or consolidation or similar corporate transaction involving SYSCO or any of its Affiliates, a sale or other disposition of all or substantially all of the assets of SYSCO, or the acquisition of assets or stock of another entity by SYSCO or any of its Affiliates (each, a " Business Combination" ), in each case unless, following such Business Combination, (i) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding SYSCO Common Stock and the Outstanding SYSCO Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60% of the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation that, as a result of such transaction, owns SYSCO or all or substantially all of SYSCO' s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding SYSCO Common Stock and the Outstanding SYSCO Voting Securities, as the case may be, (ii) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of SYSCO or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then-outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such corporation, except to the extent that such ownership existed prior to the Business

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Combination, and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board of Directors providing for such Business Combination; or (d) Approval by the stockholders of SYSCO of a complete liquidation or dissolution of SYSCO. 1.13 Code . " Code" means the Internal Revenue Code of 1986, as amended. 1.14 Committee . " Committee" means the committee administering this Plan. 1.15 Company . " Company" means SYSCO and any Subsidiary that has adopted the Plan with the approval of the Committee pursuant to Section 9.1. 1.16 Defined Benefit Offset. " Defined Benefit Offset" shall have the meaning set forth in Section 4.1(g). 1.17 Defined Contribution Offset. " Defined Contribution Offset" shall have the meaning set forth in Section 4.1(h). 1.18 Determination Date . " Determination Date" means the date as of which a Participant' s Vested Accrued Benefit is calculated. The Determination Date for determining a Participant' s Retirement benefit under Article IV shall be the date of the Participant' s termination of employment from SYSCO or its Subsidiaries. 1.19 Disabled Participant. " Disabled Participant" shall have the meaning set forth in Section 6.1(b). 1.20 Disability . " Disability" means that a Participant (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months; (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period not less than three (3) months under an accident and health plan covering employees of the Company; or (iii) has been determined by the Social Security Administration to be totally disabled. 1.21 Early Payment Criteria . " Early Payment Criteria" shall have the meaning set forth in Section 4.5(b). 1.22 Eligible Earnings. " Eligible Earnings" shall have the meaning set forth in Section 4.1(a). 1.23 ERISA . " ERISA" means the Employee Retirement Income Security Act of 1974, as amended. 1.24 Frozen Participant. " Frozen Participant" shall have the meaning set forth in Section 2.2.

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1.25 High-Five Average Compensation as of June 28, 2008. " High-Five Average Compensation as of June 28, 2008" shall have the meaning set forth in Section 4.1(c). 1.26 Joint and Survivor Annuity . " Joint and Survivor Annuity" means a joint and two-thirds survivor monthly annuity with a ten (10) year certain period that is the Actuarial Equivalent of an Annuity. This annuity is payable during the joint lives of the Participant and his spouse, and a monthly annuity shall continue for the life of the survivor in an amount equal to two-thirds of the monthly amount provided during their joint lives. Notwithstanding the above, during the ten (10) year certain period, there shall be no reduction in the amount of such payment regardless of the death of either or both the Participant and his spouse. 1.27 Minimum Vested Accrued Benefit. " Minimum Vested Accrued Benefit" shall have the meaning set forth in Section 4.2. 1.28 Management Incentive Plan or MIP . " Management Incentive Plan" or " MIP" means the Sysco Corporation 1995 Management Incentive Plan, the Sysco Corporation 2000 Management Incentive Plan and the Sysco Corporation 2005 Management Incentive Plan, as each may be amended, and any successor plans. 1.29 Officer Ranking . " Officer Ranking" shall have the meaning set forth in Section 2.1(b). 1.30 Offset Amount. " Offset Amount" shall have the meaning set forth in Section 4.1(f). 1.31 Participant . " Participant" means an employee of a Company who is eligible for and is participating in the Plan, and any other current or former employee of SYSCO and its Subsidiaries who is entitled to a benefit under this Plan. 1.32 Pension Plan . " Pension Plan" means this Sysco Corporation Retirement Plan, a defined benefit plan qualified under Section 401(a) of the Code, and any U.S. qualified defined benefit pension plan successor thereto. 1.33 Plan . " Plan" means the Seventh Amended and Restated Sysco Corporation Supplemental Executive Retirement Plan, as set forth in this document and amended from time to time. 1.34 Plan Year . " Plan Year" means the period that coincides with the fiscal year of SYSCO. SYSCO has a 52/53 week fiscal year beginning on the Sunday next following the Saturday closest to June 30th of each calendar year. 1.35 Protected Benefit and Protected Participant . A " Protected Benefit" , as determined under Sections 4.2(b) and 4.3(b), is a benefit which is only applicable to a Protected Participant. A " Protected Participant" is an individual who, as of July 3, 2005, was an Active Participant who was (a) at least age sixty (60) or (b) at least age fifty-five (55) and had at least ten (10) years of SERP Participation. 1.36 Retired Participant . " Retired Participant" shall have the meaning set forth in Section 6.1(c).

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1.37 Retirement . " Retirement" means the Participant' s termination of employment from SYSCO or its Subsidiaries other than for death or Disability, provided that at the time of such termination, the Participant is at least age fifty-five (55) and has a Vested Percentage of at least 50%. 1.38 Restoration Plan . " Restoration Plan" means the defined benefit non-qualified deferred compensation plan to be adopted by SYSCO sometime after the effective date of this Plan. The Restoration Plan is intended to cover individuals who first become MIP participants after June 28, 2008 but who do not satisfy the eligibility requirements for participation in the Plan under Section 2.1. 1.39 Section 409A . " Section 409A" means Section 409A of the Code and any other guidance promulgated thereunder. 1.40 Securities Act . " Securities Act" means the Securities Exchange Act of 1934, as amended from time to time. 1.41 Separation from Service . " Separation from Service" means " separation from service" within the meaning of Section 409A. 1.42 SERP Participation . " SERP Participation" refers to an individual' s periods of participation in (a) the MIP prior to June 28, 2008 and (b) the Plan on or after June 28, 2008. Noncontinuous eligible periods of time ( e.g. , as a result of a termination and subsequent reemployment) shall be added together. A Participant' s years of SERP Participation shall mean the number of full years of such eligible periods of participation determined on an elapsed time basis. Except as provided under Section 2.3, participation while a Frozen Participant does not count as SERP Participation. 1.43 Service Factor. " Service Factor" shall have the meaning set forth in Section 4.1(e). 1.44 Social Security Offset. " Social Security Offset" shall have the meaning set forth in Section 4.1(i). 1.45 Specified Employee . " Specified Employee" means a " specified employee" as defined in Section 409A (a)(2)(B)(i) of the Code. By way of clarification, a " specified employee" means a " key employee" (as defined in Section 416(i) of the Code , disregarding Section 416(i)(5) of the Code) of the Company. A Participant shall be treated as a key employee if he meets the requirements of Section 416(i)(1)(A)(i), (ii), or (iii) (applied in accordance with the Treasury Regulations thereunder and disregarding Section 416(i)(5) of the Code) at any time during the twelve (12) month period ending on an Identification Date (as defined below). If a Participant is a key employee as of an Identification Date, he shall be treated as a Specified Employee for the twelve (12) month period beginning on the first day of the fourth month following such Identification Date. For purposes of any " Specified Employee" determination hereunder, the " Identification Date" shall mean December 31. The Committee may in its discretion amend the Plan to change the Identification Date, provided that any change to the Plan' s Identification Date shall not take effect for at least twelve (12) months after the date of the Plan amendment authorizing such change.

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1.46 Subsidiary . " Subsidiary" means (a) any corporation which is a member of a " controlled group of corporations" which includes SYSCO, as defined in Code Section 414(b), (b) any trade or business under " common control" with SYSCO, as defined in Code Section 414(c), (c) any organization which is a member of an " affiliated service group" which includes SYSCO, as defined in Code Section 414(m), (d) any other entity required to be aggregated with SYSCO pursuant to Code Section 414(o), and (e) any other organization or employment location designated as a " Subsidiary" by resolution of the Board of Directors. 1.47 SYSCO . " SYSCO" means Sysco Corporation, the sponsor of this Plan. 1.48 Ten-Year Final Average Compensation. " Ten-Year Final Average Compensation" shall have the meaning set forth in Section 4.1(b). 1.49 Total Payments . " Total Payments" means all payments or benefits received or to be received by a Participant within the meaning of Section 280G of the Code in connection with a Change of Control of SYSCO under the terms of this Agreement or the Sysco Corporation Executive Deferred Compensation Plan, and in connection with a Change of Control of SYSCO under the terms of any stock option plan or any other plan, arrangement or agreement with the Company, its successors, any person whose actions result in a Change of Control or any person affiliated with the Company or who as a result of the completion of transactions causing a Change of Control become affiliated with the Company within the meaning of Section 1504 of the Code, taken collectively. 1.50 Vested Accrued Benefit . " Vested Accrued Benefit" shall have the meaning set forth in Article IV. 1.51 Vesting Service . " Vesting Service" means service with SYSCO and its Subsidiaries for which the Participant or Frozen Participant is awarded " credited service" under the Pension Plan for vesting purposes or would have been awarded credited service under the Pension Plan for vesting purposes if the Participant was covered under the Pension Plan; provided however , any service before the later of the first date of hire by the Company or the date of acquisition by SYSCO or a Subsidiary for which the Participant then worked shall not be included in calculating the Participant' s Vesting Service 1.52 Vested Percentage . " Vested Percentage" shall have the meaning set forth in Article III. 1.53 Vested Terminated Participant . " Vested Terminated Participant" shall have the meaning set forth in Section 6.1(a).

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ARTICLE II ELIGIBILITY & CONTINUED PARTICIPATION 2.1 Initial Eligibility . Unless otherwise determined by the Committee in its sole discretion, eligibility to participate in the Plan shall be determined as follows: (a) A Company employee who is a MIP participant on June 28, 2008 is eligible. (b) A Company employee who first becomes a MIP participant after June 28, 2008 must also hold an " Officer Ranking" to be eligible to participate in the Plan. A person has an Officer Ranking if he holds one of the following positions: (i) with respect to SYSCO, Chief Executive Officer, President, Chief Operating Officer, Chief Financial Officer, Executive Vice President or Senior Vice President (including Senior Vice Presidents of Operations), (ii) an officer of equivalent or higher rank of those described in clause (i) who is selected by the Board of Directors or (iii) President of a Subsidiary. 2.2 Frozen Participation . Unless otherwise determined by the Committee in its sole discretion, an active Participant shall have his participation frozen (a " Frozen Participant" ) as of the earliest of the date he (i) ceases to be a MIP participant, (ii) with respect to an individual described under Section 2.1(b), ceases to hold an Officer Ranking, or (iii) transfers from the Company to a non-participating Subsidiary. Article V sets forth special rules that apply to Frozen Participants. 2.3 Frozen Participation Deemed Active Participation . For all purposes under this Plan, a Frozen Participant shall be treated as if his participation had never been frozen if: (a) he remains an employee of SYSCO or its Subsidiaries after his participation is frozen and subsequently becomes eligible to participate in the Plan, or (b) his participation is frozen after a Change of Control and he dies or is terminated from the employ of SYSCO or its Subsidiaries by the then management within four (4) years after that Change of Control.

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ARTICLE III VESTING 3.1 Vesting . A Participant' s Vested Percentage for purposes of calculating such Participant' s Vested Accrued Benefit under Article IV shall be determined in accordance with this Article III. For purposes of determining the Participant' s Vested Percentage, the Participant' s age, Vesting Service and SERP Participation are determined as of the Determination Date. The Vested Percentage shall be the greatest of the percentages determined under Sections 3.1(a), (b) and (c), except the schedule under Section 3.1(b) shall not apply for purposes of determining a Protected Participant' s Vested Percentage in his Protected Benefit. (a) If the Participant has at least ten (10) years of Vesting Service, his Vested Percentage under this Section 3.1(a) shall be determined as follows: Participant with at least ten (10) years of Vesting VestedService whose age is Percentage Less than 60 0% 60 but less than 61 50% 61 but less than 62 60% 62 but less than 63 70% 63 but less than 64 80% 64 but less than 65 90% 65 or more 100% (b) If the Participant (i) is at least age fifty-five (55) and (ii) has at least fifteen (15) years of SERP Participation, his Vested Percentage under this Section 3.1(b) (" Rule of 80" ) shall be determined as follows: Sum of Participant' s full years of age plus full Vestedyears of SERP Participation Percentage Less than 70 0% 70 50% 71 55% 72 60% 73 65% 74 70% 75 75% 76 80% 77 85% 78 90% 79 95% 80 or more 100%

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(c) If the Participant is (i) at least age sixty-two (62), (ii) has completed at least twenty-five (25) years of Vesting Service and (iii) has at least fifteen (15) years of SERP Participation, he shall have a Vested Percentage of 100%. 3.2 Vesting upon a Change of Control . Notwithstanding Section 3.1 above, a Participant' s Vested Percentage shall be 100% upon a Change of Control. 3.3 Committee Discretion. Notwithstanding Section 3.1 above, the Committee, in its sole discretion, may increase a Participant' s Vested Percentage under Section 3.1.

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ARTICLE IV
VESTED ACCRUED BENEFIT & RETIREMENT BENEFIT 4.1 Definitions. The following definitions are used in this Article IV: (a) Eligible Earnings. " Eligible Earnings" means, for a given Plan Year, the sum of the Participant' s: (i) salary, including salary deferred under the Sysco Corporation Executive Deferred Compensation Plan (EDCP), and (ii) to the extent described in the table below: (A) all or a portion of the bonus earned under the MIP (MIP Bonus) and (B) the bonus earned under the Sysco Corporation 2006 Supplemental Performance Based Bonus Plan (Supplemental Performance Bonus), even if the amounts described above were earned before the individual became a Participant. Treatment of Bonuses for Purposes of Eligible Earnings Supplemental Plan Year MIP Bonus (including any MIP Bonus deferred under the EDCP) Performance (PY) Benefits other than Protected Benefits Protected Benefits Bonus 2009 PY and PYs thereafter Included, except for MIP Additional Bonuses, but capped at 150% of base salary rate as of the last day of the Plan Year Included, except for MIP Additional Bonuses, but capped at 150% of base salary rate as of the last day of the Plan Year Excluded 2008 PY Included, except for MIP Additional Shares and MIP Additional Bonuses Included, except for MIP
Additional Bonuses Excluded 2007 PY Included, except for MIP Additional
Shares Included in full Included, except for calculation of Protected Benefit 2006 PY Included, except for MIP Additional Shares and MIP Additional Cash Bonuses Included in full Excluded 2005 PY and prior PYs Included in full Included in full Excluded NOTE: The terms " MIP Additional Bonus" , " MIP Additional Shares" and " MIP Additional Cash Bonus" shall have the meanings given to them in the MIP.
No bonus other than those specified in the above table is included in Eligible Earnings.Eligible Earnings shall not include a Participant' s compensation from a company before the date such company was acquired by SYSCO or a SubsidiarySolely for purposes of determining the salary component of Eligible Earnings used in the determination of Ten-Year Final Average Compensation defined in (b) below, " salary" shall mean the annual rate of the Participant' s base salary as of his last day of employment during ...

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