Compensation Committee Uses in Deferral Elections Clause

Deferral Elections from Incentive Plan

Deferral Elections. The Compensation Committee may permit a Participant to elect to defer his or her receipt of the payment of cash or the delivery of shares of Common Stock that would otherwise be due to such Participant by virtue of the exercise or earn out of an Award made under the Plan. If any such election is permitted, the Compensation Committee may establish rules and procedures for such payment deferrals, including the possible

Deferral Elections from Equity Incentive Plan

Deferral Elections. The Compensation Committee may permit a Participant to elect to defer his or her receipt of the delivery of shares of Common Stock that would otherwise be due to such Participant by virtue of the exercise of an Award made under the Plan. If any such election is permitted, the Compensation Committee shall establish written rules and procedures for such deferrals in accordance with the requirements of Code Section 409A, including the possible payment or crediting of dividend equivalents in respect of deferrals credited in units of Common Stock.

Deferral Elections from Deferred Compensation Plan

WHEREAS, Sysco Corporation ("Sysco") sponsors and maintains the Sixth Amended and Restated Sysco Corporation Executive Deferred Compensation Plan, effective as of August 27, 2010 (as amended on February 16, 2012, the "Current Plan") to provide a select group of management and highly compensated employees within the meaning of Sections 201, 301 and 401 of ERISA (and therefore exempt from the requirements of Parts 2, 3 and 4 of Title I of ERISA as a "top hat" plan and eligible for the alternative method for reporting and disclosure which is available for such plans) the opportunity to defer a portion of their annual compensation from Sysco;

Deferral Elections. No further Deferral Elections will be permitted under this Plan for calendar years and Plan Years commencing after December 31, 2012. Any Deferral Elections made by a Participant for calendar years or Plan Years commencing before January 1, 2013, shall remain in full force and effect, and such Participants shall remain eligible for the Company Match, if any, on any Bonus Deferral Elections made with respect to such Plan Years, pursuant to the terms of the Current Plan. Any Deferrals or Company Matches with respect to such calendar years or Plan Years, as applicable, shall be credited to the Participant's Account at the times set forth in Sections 4.2 and 4.3 of the Current Plan.

Deferral Elections from Incentive Plan

Deferral Elections. The Compensation Committee may permit a Participant to elect to defer his or her receipt of the payment of cash or the delivery of shares of Common Stock that would otherwise be due to such Participant by virtue of the exercise or earn out of an Award made under the Plan. If any such election is permitted, the Compensation Committee may establish rules and procedures for such payment deferrals, including the possible (a) payment or crediting of reasonable interest on such deferred amounts credited in cash, and (b) the payment or crediting dividend equivalents in respect of deferrals credited in units of Common Stock. Any such permitted deferrals shall comply with all applicable requirements of Section 409A of the Code, including the timing of any such deferral elections and the timing and form of payments.

Deferral Elections from Stock Plan

Deferral Elections. The Compensation Committee may permit a Participant to elect to defer his or her receipt of the payment of cash or the delivery of shares of Common Stock that would otherwise be due to such Participant by virtue of the exercise or earn out of an Award made under the Plan. If any such election is permitted, the Compensation Committee may establish rules and procedures for such payment deferrals, including the possible (a) payment or crediting of reasonable interest on such deferred amounts credited in cash, and (b) the payment or crediting dividend equivalents in respect of deferrals credited in units of Common Stock.

Deferral Elections

Deferral Elections. The Compensation Committee may permit a Participant to elect to defer his or her receipt of the payment of cash or the delivery of shares of Common Stock that would otherwise be due to such Participant by virtue of the exercise or earn out of an Award made under the Plan. If any such election is permitted, the Compensation Committee may establish rules and procedures for such payment deferrals, including the possible (a) payment or crediting of reasonable interest on such deferred amounts credited in cash, and (b) the payment or crediting dividend equivalents in respect of deferrals credited in units of Common Stock.

Deferral Elections

Deferral Elections. The Compensation Committee may permit a Participant to elect to defer his or her receipt of the payment of cash or the delivery of shares of Common Stock that would otherwise be due to such Participant by virtue of the exercise or earn out of an Award made under the Plan. If any such election is permitted, the Compensation Committee may establish rules and procedures for such payment deferrals, including the possible (a) payment or crediting of reasonable interest on such deferred amounts credited in cash, and (b) the payment or crediting dividend equivalents in respect of deferrals credited in units of Common Stock.

Deferral Elections from Stock Plan

Deferral Elections. The Compensation Committee may permit a Participant to elect to defer his or her receipt of the payment of cash or the delivery of shares of Common Stock that would otherwise be due to such Participant by virtue of the exercise or earn out of an Award made under the Plan. If any such election is permitted, the Compensation Committee may establish rules and procedures for such payment deferrals, including the possible (a) payment or crediting of reasonable interest on such deferred amounts credited in cash, and (b) the payment or crediting dividend equivalents in respect of deferrals credited in units of Common Stock.