exv10w1






Exhibit 10.1




FIRST AMENDMENT TO

THE FIFTH AMENDED AND RESTATED

SYSCO CORPORATION

EXECUTIVE DEFERRED COMPENSATION PLAN




     THIS FIRST AMENDMENT TO THE FIFTH AMENDED AND RESTATED SYSCO CORPORATION EXECUTIVE DEFERRED
COMPENSATION PLAN (this “Amendment”).



     WHEREAS, Sysco Corporation (“Sysco”) has adopted that certain Fifth Amended and
Restated Sysco Corporation Executive Deferred Compensation Plan (the “Plan”) pursuant to a
plan document effective generally as of July 2, 2008; and



     WHEREAS, pursuant to Section 9.1 of the Plan, the Board of Directors of Sysco may amend the
Plan at any time by an instrument in writing; and



     WHEREAS, the Board of Directors of Sysco has determined to amend the Plan to (i) consistent
with the transition relief provided under Treasury Notice 2007-86, provide Participants with a
one-time opportunity during calendar year 2008 to elect to receive a distribution of all or a
portion of their vested balances under the Plan during calendar year 2009; (ii) clarify the
definition of when a “separation from service” occurs under
the Plan; and (iii) clarify the procedure for processing In-Service Distributions under the Plan.



     NOW, THEREFORE, the Plan is hereby amended as follows, effective as of July 2, 2008:



     (Capitalized terms used but not otherwise defined herein shall have the meaning given them in the
Plan.)



     1. Article I of the Plan is hereby amended by deleting the definition of “Separation from
Service” and replacing it with the following:




     “Separation from Service. “Separation from Service” means a
“separation from service” within the meaning of Section 409A. For Separations from
Service occurring on or after January 1, 2009, a Participant shall be presumed to
have experienced a “separation from service” as a result of a termination of
employment if the level of bona fide services performed by the Participant for Sysco
or a Subsidiary decreases to a level equal to twenty-five percent (25%) or less of
the average level of services performed by the Participant during the immediately
preceding thirty-six (36) month period, taking into account any periods of
performance excluded by the Treasury Regulations.”



     2. Article IV of the Plan is hereby amended by deleting Section 4.7(a) in its entirety and
replacing it with the following:




     “(a) Crediting of Interest or Deemed Investment Earnings or Losses Prior to
Commencement of Distributions. The Participant’s Account shall continue to be
credited or debited with Investment earnings or losses until (i) with respect to
distribution events other than In-Service Distributions, the later to occur



1









 






of (x) the date of the event giving rise to the distribution; or (y) the
last day of the month preceding the month in which distributions will commence; and
(ii) with respect to an In-Service Distribution, the date that is three (3) weeks
prior to the In-Service Distribution Date with respect to such In-Service
Distribution (the “Conversion Date”), at which time the deemed Investments
of the portion of the Participant’s Account attributable to Deferrals, other than
amounts invested in the Default Investment, shall be treated as sold and credited
with a dollar value in accordance with Section 4.4(c) and invested in the Default
Investment. For the period beginning on the Conversion Date and ending on the day
immediately before the date on which distributions commence, the portion of the
Participant’s Account attributable to Deferrals shall be credited with earnings as
provided in Section 4.5. For purposes of this Section 4.7(a), for the period prior
to the commencement of distributions, the portion of the Participant’s Account
attributable to Company Matches shall be credited with interest as provided in
Section 4.6. As of the close of business on the date immediately prior to the date
distributions are to commence, interest and Investment earnings shall no longer be
credited to a Participant’s Account pursuant to this Section 4.7(a) and interest
shall be credited to the Participant’s Account as provided in Section 4.7(b).”



     3. Article VI of the Plan is hereby amended by adding a new Section 6.13 which shall provide
as follows:




     “Section 6.13 Special One-Time In-Service Distribution of Participant’s
Account. Notwithstanding anything to the contrary contained herein, at such
time as the Committee shall determine, but not later than December 31, 2008, the
Committee may allow a Participant to make an election to receive a lump sum
distribution of all or a portion of such Participant’s (a) Account attributable to
Deferrals; and (b) Company Matches that are 100% vested as of May 15, 2009 (a
“Special Election”); provided such Special Election: (i) must be received by
the Committee on or before December 15, 2008 and shall become irrevocable as of the
date of receipt by the Company; (ii) shall not become effective for six (6) months
after receipt of such Special Election by the Company; and (iii) shall not apply to
any amount that would otherwise be payable during calendar year 2008.
Notwithstanding a Participant’s Special Election pursuant to this Section 6.13, if
the Participant’s Retirement, Disability, death, or Termination, as applicable
occurs prior to the distribution date specified in such Special Election, the
Participant’s Account shall be distributed pursuant to the Plan’s provisions
regarding distributions upon Retirement, Disability, death, Termination or
In-Service Distributions, as applicable. For purposes of determining the amount of
interest or deemed Investment earnings or losses credited to a Participant’s Account
under Section 4.7(a) with respect to distributions pursuant to this Section 6.13,
the Conversion Date shall be May 15, 2009.”



     4. Except as specifically amended hereby, the Plan shall remain in full force and effect as
prior to this Amendment.



2









 





     IN WITNESS WHEREOF, Sysco has caused this First Amendment to be executed this 11th day of
November, 2008, effective as set forth herein.



	 	 	 	 	 	 	 
	 	 	SYSCO CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Michael C. Nichols
 

Michael C. Nichols
	 	 
	 

	 	Title:
	 	Sr. Vice President, General Counsel and Secretary	 	 






	 	 	 	 	 
	ATTEST:	 	 
	 
	 	 	 	 
	By: 

Name:

	 	/s/ Thomas P. Kurz
 

Thomas P. Kurz
	 	 
	Title:

	 	Vice President, Deputy General	 	 
	 

	 	Counsel and Assistant Secretary	 	 






3