Sysco Corporation Employees’ 401(k) Plan

Summary Plan Description

© 2014 Sysco Corporation. All Rights Reserved.

The information contained in this publication is binding to the extent that it is

in compliance with applicable U.S. law and regulations and in agreement with the Plan Document.

Any questions, comments or concerns about the content, provisions and limitations

presented in this publication should be addressed to the Sysco Corporate Benefits Department. Sysco reserves the sole and absolute discretionary right to amend or

terminate any of its benefit plans at any time.

Sysco Corporation

1390 Enclave Parkway Houston, Texas 77077-2099

(281) 584-1390

Printed in the U.S.A.

This booklet, or summary plan description (“SPD”), is intended to

summarize the principal provisions of the Sysco Corporation Employees’

401(k) Plan (the “401(k) Plan” or “Plan”), as amended and restated

effective January 1, 2013. Should a question arise concerning the Plan,

the official Plan document, not this SPD, will govern and determine your

rights.

This SPD covers Plan provisions for eligible Sysco employees.

The term “Company” as used in this SPD means Sysco Corporation and

various subsidiaries and divisions of Sysco Corporation that have adopted

this Plan.

The term “Sysco” as used in this SPD means Sysco Corporation and any

affiliated employer.

The term “Sponsor” as used in this SPD means Sysco Corporation.

Employees may be affected by provisions of prior Company-sponsored

defined contribution plans that were merged into this Plan. Please refer to

the section Special Provisions for Prior Plans for more information.

Participation in the Plan does not constitute a contract for employment.

This Plan has been approved by the Internal Revenue Service.

Beginning January 1, 2013, the Plan is also intended to comply with the “safe harbor” requirements prescribed in Sections 401(k)(12) and

401(m)(11) of the Internal Revenue Code of 1986, as amended (the “Code”).

Este librito describe los beneficios que usted tiene bajo el Sysco

Employees’ 401(k) Plan. Si usted tiene dificultades de entender esta descripción del Plan en inglés, nos gustaría ofrecerle asistencia en su idioma. Si usted quisiera asistencia, favor de llamar a su administrador(a)

de beneficios, a la línea en Español de Fidelity (800) 587-5282, o la oficina de personal corporativa (281) 584-1390.

TABLE OF CONTENTS

SECTION PAGE

Plan Highlights ................................................................................ 1

Eligibility ........................................................................................ 1

Participation ................................................................................... 2

Participant Contributions .................................................................. 2

Changing Contribution Percentage ................................................. 3

Before-Tax Contributions ............................................................. 3

Limitations on Contributions ......................................................... 3

Rollover Contributions ................................................................. 4

Company Nonelective Contributions ................................................... 4

Company Matching Contributions ....................................................... 4

Special Matching Contribution for Certain Transition Periods .................. 5

Company Transition Contributions .......................................................................... 5

Company Discretionary Contributions ..................................................................... 5

Types of Plan Accounts ..................................................................... 5

Investments ................................................................................... 6

Balancing Risk and Return ............................................................ 7

Changing Investments ................................................................. 7

Valuations and Quarterly Statements ................................................. 7

Vesting .......................................................................................... 8

Termination and Reemployment ........................................................ 9

Eligibility upon Reemployment ...................................................... 9

Vesting and Reinstatement upon Reemployment ............................. 9

Special Provisions for Interrupted Service ....................................... 9

Loans ........................................................................................ 10

Applying for and Receiving a Loan ............................................... 10

Loan Limitations ....................................................................... 10

Determining Loan Interest ......................................................... 10

Repaying Loans ........................................................................ 10

Other Loan Information ............................................................. 11

In-Service Withdrawals .................................................................. 11

Withdrawals after Age 59½ ........................................................ 11

Withdrawals Prior to Age 59½ .................................................... 11

Effect of Hardship Withdrawals on Employee Contributions ............. 12

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SECTION PAGE

Making a Withdrawal ................................................................. 12

Taxation of In-Service Withdrawals ............................................. 12

Distribution Upon Termination of Employment ................................... 13

How and When Benefits Are Paid ................................................. 13

Benefits Paid to your Beneficiary ................................................. 14

Designating your Beneficiary .......................................................... 14

Assignment of Benefits .................................................................. 15

Claim Procedures ........................................................................... 15

Action upon Receipt of a Claim ................................................... 15

Denied Claim Appeals Procedure ................................................. 16

Action upon Appeal of a Denied Claim ......................................... 16

Time Limit to File a Claim .......................................................... 16

Special Rules for “Top Heavy” Plans ................................................. 17

Special Provisions for Prior Plans ...................................................... 17

Continuance of the Plan .................................................................. 17

Statement of ERISA Rights ............................................................. 17

Plan Documents........................................................................ 17

Summary Annual Report ............................................................ 18

Quarterly Statement ................................................................ 18

Responses to your Requests ....................................................... 18

Exercising your ERISA Rights ...................................................... 18

Plan Fiduciaries ........................................................................ 18

Benefit Claims and Legal Actions...................................................... 18

Administrative Information ............................................................. 19

Name of Plan ........................................................................... 19

Type of Plan ............................................................................. 19

Employer Identification Number .................................................. 19

Plan Number ............................................................................ 19

Plan Year ................................................................................. 19

Plan Sponsor ............................................................................ 19

Participating Employers ............................................................. 20

Plan Administrator .................................................................... 20

Agent for Service of Legal Process ............................................... 20

Mailing Address for Plan Correspondence ........................................................ 20

Plan Trustee and Recordkeeper ................................................... 20

Plan Expenses ............................................................................... 21

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Appendix A - Coverage of Union Employees ....................................... 22

Appendix B – Coverage of Union Employees ...................................... 24

Appendix C - Special Tax Notice Regarding Plan Payments .................. 25

Appendix D – Special Matching Contributions During Certain Transition

Periods .................................................................................. 36

PLAN HIGHLIGHTS

Sysco’s 401(k) Plan gives you the opportunity to save for the future and to benefit from

the Company’s success. The Plan’s benefits include:

• Pretax savings,

• A company matching contribution,

• A company nonelective contribution (for certain eligible employees),

• A company transition contribution (for certain eligible employees),

• A choice of funds for investing your savings and company contributions,

• The convenience of automatic payroll deduction,

• Easy account access through the Plan’s telephone response system, internet website or customer service representatives, and

• Access to your savings through special loan and withdrawal features.

ELIGIBILITY

All nonunion employees of participating subsidiaries of the Company are eligible to

participate upon date of hire, including eligibility to receive employer matching contributions. Employees whose collective bargaining agreements provide for participation in the Plan are also eligible to participate, at such times as set forth in

their applicable collective bargaining agreements. Please see Appendix A for a list of the union locals whose members are currently eligible to participate in the Plan.

Employees working outside the United States and leased or contract employees are not

eligible to participate in the Plan.

This SPD describes benefits for two separate groups of employees, “Safe Harbor

Participants” and “Non-Safe Harbor Participants.” Your benefits under the Plan will be different depending on whether you are a “Safe Harbor Participant” or a “Non-Safe Harbor Participant,” as described below.

You are considered a “Safe Harbor Participant” if you are:

o A nonunion employee, or

o A union employee whose collective bargaining agreement has specifically

adopted the Company nonelective contribution of 3% or the Company matching contribution of 50% based on pay of up to 5% (the “Safe Harbor 401(k) Plan”).

You are considered a “Non-Safe Harbor Participant” if you are a union employee whose collective bargaining agreement has not specifically adopted the Safe Harbor 401(k) Plan with respect to your service under the applicable collective

bargaining agreement.

Appendix A lists the union locals whose members are currently eligible to participate in the Safe Harbor 401(k) Plan.

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PARTICIPATION

Participation in the Plan is voluntary. You may join at any time following your date of

hire or rehire, and your pretax contributions will begin as soon as administratively feasible following your election. You will be automatically enrolled in the 401(k) Plan after 180 days of hire or rehire, at a deferral rate of 3% of pay, unless you elect

otherwise. Automatic deferrals will be invested in a Vanguard Target Retirement Fund (the Plan’s default investment), based on your age, until you make another investment choice. If you are hired or re-hired on or after July 1, 2012, your pre-tax contributions

will automatically increase by 1%, up to a maximum of 6%, each year on the anniversary of the date of your automatic enrollment in the Plan. If you previously elected to make before-tax contributions, you may elect to have your before-tax

contribution percentage automatically increased.

PARTICIPANT CONTRIBUTIONS

The amount of your contributions is specified as a percentage of eligible pay. You may

contribute from 1% to 50% of eligible pay (in whole number percentages) to the Plan; however, the Administrative Committee, which is responsible for establishing Plan procedures (see the definition of Plan Administrator below), may set a contribution limit

lower than 50% for certain employees. For current limitations, contact your local Employee Benefits Department.

If you are age 50 or older and contributing the Plan or IRS maximum percentage or

amount of pay to the Plan, you may make additional “catch-up” contributions. To take advantage of the catch-up contribution you must make a separate election to contribute

from 1% to 15% of your pay (in whole number percentages). Catch-up contributions can be made only if your normal pre-tax contributions equal the IRS dollar limit ($17,500 for 2014, indexed for future cost of living increases) or the Plan’s maximum

deferral percentage limit. This contribution can be deducted concurrently with your normal contribution. Catch-up contributions are not eligible for matching contributions.

Pay, for purposes of the Plan, means your earnings paid during the Plan year and

reported on your Form W-2, including overtime, commissions and bonuses, plus any pretax contributions you make to a Section 401(k) plan or a cafeteria plan (as described in Section 125 of the Code). Pay also includes the following amounts paid

after your termination of employment, provided these amounts are paid either within 2½ months following your termination date or, if later, by the last day of the Plan year in which your employment terminates: regular pay, overtime, shift differentials,

commissions, bonuses, bona fide accrued vacation or sick leave, and other similar compensation that you earned on or before your termination date. Pay does not include unearned income such as severance pay, reimbursement for

moving/mortgage/rent expenses, imputed income from group term life insurance in excess of $50,000, deferred bonuses, automobile allowances/reimbursements, expense reimbursements, meal/lodging allowances, fitness reimbursements, tool allowances, the

value of stock appreciation rights, worker’s compensation, dues and all other such items. The dollar amount of your contributions is not fixed and will change automatically with pay increases and fluctuations in overtime, etc.

The federal government limits the amount of Eligible Earnings that may be recognized for Plan purposes in a given year. For the Plan year beginning in 2014, the limit is $260,000. This amount may be adjusted each year thereafter for inflation.

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Changing Contribution Percentage

You may change your contribution percentage or stop contributions at any time by

following the appropriate procedures. Your changes will be reflected in your pay as soon as administratively practicable.

Before-Tax Contributions

Your contributions to the Plan are made on a before-tax basis. Before-tax contributions are actually your salary deferrals that the Company contributes on your behalf in lieu of pay. These contributions are deducted from your current pay before federal income

taxes are calculated. Salary deferrals to the Plan lower your taxable income and the taxes you currently pay. You postpone paying federal income taxes on the money while it remains in the Plan. Before-tax contributions are subject to Social Security taxes.

Making contributions to the Plan will have no effect on other salary-related benefits. For example, life insurance, long-term disability and employee stock purchase plan benefits are based on your pay including before-tax contributions.

Limitations on Contributions

IRS regulations place a dollar limit on before-tax contributions that can be made by any person for a tax year. For calendar year 2014, the maximum regular deferral

contribution is $17,500 and the maximum catch-up contribution is $5,500. These amounts may be adjusted each year for inflation.

IRS rules require 401(k) plans to pass certain tests that compare the contributions of

highly compensated employees, as defined by the Internal Revenue Service, with contributions of all other employees. For the Plan to pass these tests, highly

compensated employees may have their contributions reduced. If preliminary tests performed before the end of the Plan year indicate the Plan may not pass, affected employees may be required to reduce their contributions for the year. If tests

performed after the end of the year show that the Plan has not passed the “actual deferral percentage” test, excess contributions will be returned to those affected employees during the following year. If tests show that the Plan has not passed the

“actual contribution percentage” test, the match for affected participants will be distributed (to the extent vested) or forfeited (to the extent it is not vested). If you are affected, you will be notified as soon as possible, and measures will be taken to comply

with the IRS rules. Beginning January 1, 2013, the Company began making nonelective contributions to the Plan that meet the “safe harbor” requirements of Section 401(k)(12)(C) of the Code. Therefore, the Company does not have to apply

the limitations described above to Safe Harbor Participants on or after January 1, 2013.

Federal tax law also limits the total amount of employer contributions that can be allocated to you under all Sysco defined contribution qualified retirement plans for any

year. If this limit is exceeded, you will not receive all of the employer contributions to which you would otherwise be entitled under the Plan.

Under IRS rules, the maximum annual amount that the Company can contribute to your

Plan account (together with your account in any other defined contribution plan sponsored by the Company or an affiliate) is $52,000 for the Plan year beginning in 2014. This dollar limit is subject to annual cost of living increases by the IRS for future

years. If you think you may be affected by this limit, contact the Employee Benefits Department for assistance.

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Rollover Contributions

If you receive or are entitled to a qualified distribution from a former employer’s

tax-qualified plan you may be allowed to roll over the taxable portion of your distribution to the Plan to defer payment of taxes.

A rollover IRA consists of funds that were originally transferred to the IRA from another

qualified plan, plus subsequent earnings on those funds. A rollover to the 401(k) Plan from an IRA is allowed only if the sole amounts deposited into that specific IRA were eligible distributions from a qualified plan.

Rollover contributions are not subject to or included in the limitations on contributions previously described.

Making a rollover contribution does not entitle you to share in company contributions.

You will be allowed to select the fund(s) for investment of your rollover contribution. You cannot take an in-service withdrawal of your rollover account prior to age 59½.

Rollover contributions to the Plan must be approved by the Plan’s Recordkeeper.

Because government regulations on rollover transactions are complex; you may wish to discuss any potential rollover with your tax advisor or legal counsel.

COMPANY NONELECTIVE CONTRIBUTIONS

For each Plan year beginning January 1, 2013, the Company will make a “safe harbor” nonelective contribution of 3% of your pay. The Company will provide notice each year of its obligation to make nonelective contributions to your account.

In order to receive the nonelective contribution, you must be a Safe Harbor Participant; you are not eligible for this contribution if you are a Non-Safe Harbor Participant.

You do not have to make any other contributions to the Plan to be eligible for this nonelective contribution.

COMPANY MATCHING CONTRIBUTIONS

Safe Harbor Participants

Beginning January 1, 2013, if you are a Safe Harbor Participant, when you contribute to the Plan, the Company will also make matching contributions on your behalf — as much

as $0.50 for every dollar of the first 5% of your pay that you contribute to the Plan—these are considered your “eligible dollars” if you are a Safe Harbor Participant. Your contributions in excess of 5% of pay and any catch-up contributions

you make are not eligible for a Company match.

Non-Safe Harbor Participants

Beginning January 1, 2013, if you are a Non-Safe Harbor Participant, when you

contribute to the Plan, the Company may make a discretionary matching contribution on your behalf of up to $0.50 for every dollar of the first 6% of your pay that you contribute to the Plan—these are considered your “eligible dollars” if you are a

Non-Safe Harbor Participant. Your contributions in excess of 6% of pay and any catch-up contributions you make are not eligible for a Company match. If a matching contribution is made for a Non-Safe Harbor Participant, it will be an amount determined

at the sole discretion of the Company. Company matching contributions are based on

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the level of contributions that you make each pay period during the Plan year, beginning with the first pay period of the Plan year. The matching contribution is also

dependent on the achievement by your Company location of certain levels of financial performance established by Management for the fiscal year.

SPECIAL MATCHING RULES FOR CERTAIN TRANSITION PERIODS

In connection with changes made to the Company’s overall retirement programs, there are alternative matching and employer contribution provision that applied to certain individuals during the periods (i) beginning July 3, 2011 and ending June 30, 2012,

and; (ii) beginning July 1, 2012 and ending December 31, 2012. Details on matching contributions during these transitional periods are attached as Appendix D.

COMPANY TRANSITION CONTRIBUTIONS

If you stopped earning accruals under the Sysco Corporation Retirement Plan because of the freeze of the Sysco Corporation Retirement Plan effective January 1, 2013, the Company will make a special transition nonelective contribution of 3% of your pay each

Plan year beginning on and after January 1, 2013, and ending before January 1, 2023. You will only continue receiving the transition contribution while you remain employed by the Company during the 10-year period beginning on January 1, 2013.

You are eligible for the transition contribution described in this section if, as of December 31, 2012, you were:

Age 50 or older, with 15 or more years of service as of such date, and

Employed by a Company that adopted the Sysco Corporation Retirement Plan and a participant in such plan.

You do not have to make any other contributions to the Plan to be eligible for this transition contribution.

COMPANY DISCRETIONARY CONTRIBUTIONS

The Company may, but is not required to, make an additional discretionary contribution. The amount of the discretionary contribution, if any, will be determined by the Company each Plan year, in its sole discretion.

TYPES OF PLAN ACCOUNTS

You may have the following accounts in your name:

Basic salary deferral account (before-tax contributions that do not exceed: 5% of your pay for Safe Harbor Participants, or 6% of your pay for Non-Safe Harbor Participants)

Supplemental salary deferral account (before-tax contributions that exceed 5%

of your pay for Safe Harbor Participants, or 6% of your pay for Non-Safe Harbor Participants)

Catch-up salary deferral account (before-tax contributions that exceed the Plan or IRS limit for regular elective deferrals, but not more than 15% of your pay or,

if less, the annual dollar limit for catch-up contributions)

Nonelective contribution account (Safe Harbor Participants only)

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Matching contribution account

Transition contribution account

Discretionary contribution account

Rollover account

Prior plan accounts.

Contributions to your accounts are deposited, along with other participants’ contributions, in a trust fund managed by an independent trustee and professional

investment managers. All benefits provided by the Plan are paid from the trust fund.

The Plan’s Recordkeeper maintains a record of all participant accounts in accordance with the terms of the Plan. Your contributions are deposited with the trustee and

subsequently invested according to your investment election(s) as soon as possible following each pay period. Matching contributions are allocated to your matching contribution account as soon as administratively possible after the last day of the Plan

year and are invested according to your investment election(s) as of the date deposited in your account.

INVESTMENTS

The Plan’s trustee will invest your contributions and the Company’s contributions in your account as you direct. If you fail to make an investment election, your account will be invested in a Vanguard Target Retirement Fund (the Plan’s default investment),

based on your age, until you make another investment choice. All contributions and any investment earnings are sheltered from taxes until you take the money out of the Plan.

You have a choice of investment funds, each involving different objectives with regard

to investment growth potential and risk factors. It is important to note that all investments involve some degree of risk. No guarantees are issued with regard to the principal amounts or earnings in any fund.

It is intended that the Plan constitute an “ERISA section 404(c) plan,” which is a plan described in section 404(c) of the Employee Retirement Income Security Act of 1974,

as amended (“ERISA”), and Title 29 of the Code of Federal Regulations, section 2550.404c-1. This means that the Plan lets each participant choose from a broad range of investments, and each participant can (and has the responsibility to) decide for

himself or herself how to invest the assets in his accounts under the Plan. It is further intended that the Company, the Plan Administrator and any other fiduciary of the Plan are relieved of liability for any losses that are the direct and necessary result of your

exercise of control over the investment of assets in your account. Before making your investment election, you should:

evaluate all of the funds carefully;

develop a long-range personal savings goal;

decide how much risk you are willing to take to achieve your goal; and

be aware that funds offering a greater investment return may be subject to

greater risk.

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You may invest in a single fund or split your investment among the various fund options. Before making a decision, you should read carefully all the materials provided

and consider your personal investment goals.

The investment funds offered under the Plan are subject to change from time to time. If a change is made, you will be notified and provided with specific information about

the funds then available and procedures for changing your investment selections if you desire to do so.

Balancing Risk and Return

To help achieve long-term retirement security, you should give careful consideration to the benefits of a well-balanced and diversified investment portfolio. Spreading your assets among different types of investments can help you achieve a favorable rate of

return, while minimizing your overall risk of losing money. This is because market or other economic conditions can cause one category of assets, or one particular security, to perform poorly. Although diversification is not a guarantee against loss, it is an

effective strategy to help you manage investment risk. In deciding how to invest your retirement savings, you should take into account all of your assets, including retirement savings outside of the Plan. No single approach is right for everyone because among

other factors, individuals have different financial goals, different time horizons, and tolerances for risk. It is also important to periodically review your investment portfolio, your investment objectives and the investment options under the Plan to help ensure

that your retirement savings will meet your retirement goals. Visit the Plan website or www.dol.gov/ebsa/investing.html for more information on individual investing and

diversification.

Changing Investments

The Plan gives you the opportunity to make changes in your investment elections. You

are able to:

• change your investment elections for future contributions and/or

• transfer existing account balances among the investment funds.

Transfers between certain competing funds may not be allowed. For specific restrictions, refer to the investment materials or contact the Plan Recordkeeper.

You may make changes or transfers daily by following the appropriate procedures on

the telephone response system or internet website or by contacting a customer service representative.

VALUATIONS AND QUARTERLY STATEMENTS

A valuation of accounts is made on a daily1 basis, and account information is available by means of the telephone response system, the internet and customer service representatives. As soon as possible after the end of each calendar quarter (March 31,

June 30, September 30 and December 31), you will receive a statement detailing the activity in your accounts during the quarter, including Plan administration and recordkeeping fees and any transaction-based Plan expenses that were charged to your

1 “Daily” for this purpose means each day that the New York Stock Exchange is open.

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Account during the quarter. Refer to section Plan Expenses for more information. Online statements via the internet website are also available for you to view at any

time.

The experience of the funds in which you elect to invest will, of course, increase or decrease the value of your accounts. Investment gains and/or losses will be allocated to

your accounts daily.

VESTING

Vesting means gaining ownership of your accounts. You are always 100% vested in the

value of your Company nonelective contribution account, Company transition contribution account, pre-tax contribution account, any prior plan after-tax account and any rollover account. You gain ownership of your Company matching contribution

account, including any employer contributions in a prior plan account or in a discretionary contribution account, as you complete years of service. You complete a year of service when you are paid or entitled to payment by Sysco for a period of 12

months. In general, no more than 12 months of service will be credited for a period of continuous absence. Refer to section Special Provisions for Interrupted Service for more information.

Regardless of your years of service, you will be 100% vested in the value of your Company matching contribution account and, if applicable, Company discretionary contribution account, if, while employed by Sysco, you:

• Reach age 65,

• Become disabled (as defined by the Plan), or

• Die.

Beginning January 1, 2007, you will also become fully vested if you die while absent from employment due to qualified military service under the Uniformed Services

Employment and Reemployment Rights Act (“USERRA”).

Upon termination of your employment for any reason other than those listed above, the portion of your Company matching contribution account and, if applicable, Company

discretionary contribution account, in which you are vested is based on your years of service, according to the following schedule:

Full Years of Service Vested Percentage

Less than 2 0% 2 25%

3 50%

4 75% 5 or More 100%

Vesting provisions may differ if your prior plan accounts have a more rapid vesting schedule.

You may lose part or all of your Company matching contribution account if you

terminate your employment before you are 100% vested. If you return to work for Sysco within five years, amounts forfeited from your matching contribution account will be restored after you have completed one year of reemployment and have repaid the

entire taxable amount from your account that was previously distributed to you. Prior

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non-vested account balances will not be restored to you if you are absent from service for more than five years. Refer to the section Vesting and Reinstatement upon

Reemployment for more information.

TERMINATION AND REEMPLOYMENT

This section describes what happens if you leave employment with Sysco and are later

rehired.

Eligibility upon Reemployment

You are eligible to participate in the Plan on your date of rehire, or as soon as

administratively feasible thereafter. You will be automatically enrolled in the Plan after 180 days following your date of rehire, at a deferral contribution rate of 3% of pay, unless you elect otherwise. Refer to the section Participation for more information.

Vesting and Reinstatement upon Reemployment

If your employment ends and you are reemployed before a 12-month period of absence occurs, your period of absence will count as vesting service.

The non-vested portion of your account cannot be forfeited until the earlier of (i) distribution of the vested portion of your account, or (ii) completion of a five-year break in your service.

In the event you terminate your employment at a time when you have no vested right to any portion of your account, your prior service for vesting purposes will not be taken into account unless you are rehired within five years of the date you terminated

employment.

Any amount forfeited from your matching contribution account will be restored if you

return to work for Sysco within five years, provided you complete a year of service after your return and repay the taxable amount (if any) from your account that was previously distributed to you.

If you return to work for Sysco within five years of your termination, your prior service will be recognized for vesting of matching contributions (and related earnings) added to your account after your return. If you also repay the taxable amount (if any) distributed

to you, your service after your return will also be recognized for additional vesting of amounts credited to your matching contribution account prior to your severance of employment.

Special Provisions for Interrupted Service

Otherwise eligible participants who are on a leave of absence under the Family and Medical Leave Act (FMLA) as of the last day of the Plan year, or who have been on a

leave of absence for qualified military service under USERRA may have special vesting service, contribution, allocation, and loan repayment rights upon return to active employment status, and should seek additional information from their local Employee

Benefits Department.

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LOANS

Applying for and Receiving a Loan

You may request a loan from your account for any reason, provided adequate funds exist. Plan loan requests may be initiated and information concerning the amount available for loans and your repayment options may be accessed through the Plan’s

telephone response system, the internet website or a customer service representative.

Loans are available to active participants only. A one-time setup fee and a quarterly administration fee will be charged to your account for each outstanding Plan loan. All

loans are subject to the guidelines established by the Plan Administrator.

New loans are limited to one per rolling 12-month period, with a maximum of two outstanding loans at any time. However, this limit may be increased to four loans,

provided the additional two loans are taken for college education expenses and appropriate documentation is provided.

Loan Limitations

You may request a loan in an amount that does not exceed 50% of the vested value of your accounts. However, the loan cannot exceed $50,000 minus your highest outstanding loan balance during the 12 months preceding your new loan request. The

minimum loan amount is $1,000.

The Plan Administrator will determine the order of the accounts from which the loan is taken (for example, prior profit sharing account or employee contribution account).

Money is taken from each fund in which you have investments in the same ratio that the fund balance bears to your account balance.

Determining Loan Interest

The interest rate for Plan loans is determined by the Plan Administrator, based on prevailing market rates. The interest rate on your loan will be the rate in effect at the

time your loan is initiated and will remain in effect over the term of the loan. It will not change even though a different interest rate may apply to new loans.

Repaying Loans

Loans are available for terms of one, two, three, four or five years. At the time you apply for the loan, you elect the loan repayment term that will remain in effect over the duration of the loan.

Your loan principal and interest payments will be made through payroll deduction as long as you are an active employee or on a paid leave of absence. Inactive employees (those on leave of absence and not receiving pay for active service with Sysco) must

repay loans by making payments directly to the trust fund by certified check, money order or ACH transfer. Inactive employees on military service and illness leaves of absence may be eligible for special loan payment suspension and delayed repayment

rights, and should request additional information before taking such a leave if an outstanding Plan loan exists.

Complete repayment of the outstanding loan balance, including accrued interest, may

be made at any time, without penalty. Partial repayments of a portion of the outstanding loan balance are also permitted.

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In the event you terminate employment with Sysco when you have an outstanding loan balance, you must repay the balance of your loan(s) in full within the first to occur of

(a) 90 days of your date of termination or (b) the date of distribution then, any remaining loan balance will be reclassified as a taxable distribution.

Other Loan Information

Defaulting on a loan has adverse tax consequences. Moreover, if you default on a loan while employed, you will be prohibited from taking another loan from the Plan. Rehired employees who previously defaulted on loans as a result of terminating employment

are exempt from this restriction, except that any new loan amount will be limited, as if the defaulted loan continued to be an outstanding loan.

IN-SERVICE WITHDRAWALS

While you are an active Sysco employee, you may make a withdrawal of your vested interest from your accounts:

• After you reach age 59½, with respect to any of your accounts, or

• When you incur a “financial hardship” (as defined in this Summary), with respect only to your salary deferral contributions, or

• At any time, with respect only to your prior after-tax account.

The Plan does not allow in-service withdrawals of amounts less than $500.

Withdrawals after Age 59½

Once you reach age 59½, you may withdraw all or part of your vested account balance

for any reason. The Plan Administrator will determine the order of the accounts from which the withdrawal is taken.

Withdrawals Prior to Age 59½

Prior to age 59½, you may withdraw the full balance in your after-tax employee contribution account. The only members with this type of account are those who were

previously in a plan that allowed after-tax contributions.

Prior to age 59½, you may take a hardship withdrawal from amounts that you have contributed to the Plan on a pre-tax basis (and any pre-1989 earnings on those

contributions). You may not take a hardship withdrawal from any other Plan accounts (such as any prior plan account, rollover account or company contribution account). To obtain a hardship withdrawal, you must have an immediate and heavy financial need

that qualifies as a financial hardship under IRS and Plan guidelines. If you qualify, you will be able to withdraw only the amount you need for the hardship and the amount necessary to pay any federal, state or local income taxes or penalties you may incur as

a result of the withdrawal.

Under the Code, only the following expenses are treated as financial hardships for purposes of a hardship withdrawal of pre-tax contributions from the Plan:

• Purchase of your principal residence;

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• Expenses for medical care previously incurred or necessary to obtain medical care for you, your spouse, your children (including an otherwise eligible child

for whom you are not the custodial parent), or other dependents;

• Payment of tuition, room and board and related educational fees for the next 12 months of post-secondary education for you, your spouse, children or

other dependents;

• Prevention of eviction from, or foreclosure on, your principal residence;

• Payment of living expenses for you and your spouse and other dependents

following an event that results in the applicable area of the country being declared a disaster area by any federal or state government official;

• Payment of expenses for the repair of damage to your principal residence

that would otherwise qualify for a casualty deduction on your tax return, regardless of whether the loss exceeds 10% of your adjusted gross income for the calendar year of the loss; and

• Payment of funeral and/or burial expenses for your deceased parent, spouse, child or other dependent (as defined in Section 152 of the Code).

Before you will be granted a withdrawal for one of these IRS-defined hardships, you

must first receive all other funds available from your accounts, such as loans, from this Plan and any other Sysco Plan.

The Administrative Committee or its designated representative will determine whether

the request submitted qualifies for a hardship withdrawal.

Effect of Hardship Withdrawals on Employee Contributions

When you receive a hardship withdrawal you cannot make contributions to this Plan or the Sysco Corporation Employees’ Stock Purchase Plan for six months following receipt of the distribution. Participation in other Sysco retirement plans also may be affected.

You may begin contributing to this Plan again following your six-month suspension, after completing the appropriate re-enrollment procedures.

Making a Withdrawal

You may request an in-service withdrawal by contacting the Plan’s Recordkeeper. If approved, the withdrawal will generally be processed within 7 to 10 business days.

When you make a withdrawal, the amount you receive will be taken proportionately

from funds in which you have investments. All withdrawals you take will, of course, result in a reduction in the value of your Plan accounts.

Taxation of In-Service Withdrawals

Amounts you withdraw from the Plan will be subject to federal (and other applicable) income taxes. In addition, withdrawals will be subject to a 10% penalty tax, unless, at the time of withdrawal:

You have reached age 59½ or

You use the payment for tax-deductible medical expenses.

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It is very important that you consider the tax consequences before taking a withdrawal. You should consider consulting with a qualified tax advisor before making your decision.

Please refer to Appendix C—Special Tax Notice later in this SPD for a summary of federal income tax issues.

DISTRIBUTION UPON TERMINATION OF EMPLOYMENT

You will be entitled to receive the total value of your Plan account when you:

• Retire at or after age 65 or

• Terminate and are considered disabled under the terms of the Plan, as defined elsewhere in this Summary Plan Description.

Your beneficiary will be entitled to the total value of your accounts if you die during

active employment with Sysco.

If your service is terminated for any other reason, you will receive the vested value of your accounts. Refer to the Vesting section for more information.

How and When Benefits Will Be Paid

If the value of the vested portion of your account in this Plan is $1,001 or less, and you fail to make an affirmative election to have the amount paid in a direct rollover to an

eligible retirement plan or to receive the distribution directly, you will receive a lump sum distribution as soon as administratively feasible following the 90-day election period after your termination of employment.

If the value of the vested portion of your account is between $1,000 and $5,000 and you do not make an affirmative election to have the amount paid in a direct rollover to

an eligible retirement plan or to receive the distribution directly, your distribution will be paid in a direct rollover to an individual retirement account (IRA) designated by the Plan Administrator, as soon as administratively possible following the 90-day election

period after your termination of employment. The IRA provider, Fidelity Management Trust Company (Fidelity), will invest the rollover funds in a type of investment designed to preserve principal and provide a reasonable rate of return and liquidity (e.g., a

money-market fund). Fidelity will charge your IRA account for any expenses associated with the establishment and maintenance of the IRA and the IRA investments. At any time and without cost you may elect to receive the IRA distribution directly or transfer

the IRA funds to any other eligible retirement plan you choose. For further information regarding the Plan’s automatic rollover provisions, the IRA provider, and the fees and expenses associated with the IRA, you may contact the Plan’s Recordkeeper at the

telephone number indicated in the Administrative Information section.

If you terminate your employment with Sysco and the vested value of your account is greater than $5,000, at your election your benefit will be paid in a lump sum.

Payment will be made by following the appropriate distribution procedures. If your account balance is greater than $5,000, you may elect to postpone or defer receiving payment until as late as the year in which you attain age 70½.

If you defer payment, your money remains in the Plan, where it will be invested based on your current election on record. You can, however, make daily transfers among the investment funds by accessing the Plan’s telephone response system or internet

website, or by contacting a customer service representative. You do not gain additional

14

ownership (vest) in any amounts in which you were not vested when your service ended.

When you request payment of your accounts, distribution will be made as soon as administratively feasible.

Special distribution provisions may apply to prior plan accounts. If you are affected,

you will be notified of these provisions at the time you are entitled to receive your distribution.

Benefits Paid to Your Beneficiary

In the event of your death while an active employee, or if you are a former employee who has not elected to receive a distribution from the Plan, your beneficiary may elect payment as a lump sum. However, a designated beneficiary who is your spouse, or an

alternate payee under a qualified domestic relations order (“QDRO”) (described below under Assignment of Benefits) who is your spouse or former spouse, may elect a direct rollover to an eligible retirement plan. Your non-spouse beneficiary may elect a direct

rollover to an “inherited IRA”, which is an IRA titled with the legend “as beneficiary of (your name)” following the beneficiary’s name.

If your sole designated beneficiary is your surviving spouse, your entire account

balance must be paid to your surviving spouse by December 31st of the calendar year containing the fifth anniversary of your death or, if your account is valued at more than $5,000, by December 31st of the year in which you would have reached age 70½. A

designated beneficiary who is your spouse also has the option of repaying your outstanding Plan loan(s), if any, in full within 90 days of your date of death to prevent a

loan default and taxation of the outstanding loan amount.

If your sole designated beneficiary is not your surviving spouse, your entire account balance must be paid to your designated beneficiary by December 31st of the calendar

year containing the fifth anniversary of your death.

If your death occurs before a benefit payment has been made and you do not have a proper designation of beneficiary on file with the Plan’s Recordkeeper or your local

Employee Benefits Department as of September 30th of the calendar year following the year of your death, the complete distribution of your vested account balance must be made not later than December 31st of the calendar year containing the fifth anniversary

of your death, to your surviving spouse if you were married at the time of your death or, if you were not married, to the executor, administrator or other personal representative of your estate.

All payments to beneficiaries are made as soon as administratively possible. A beneficiary who defers payment should complete and maintain a current beneficiary designation under the terms of the Plan.

DESIGNATING YOUR BENEFICIARY

When you enroll in the Plan, you must name a beneficiary (the person to receive your benefits from the Plan if you die) on a beneficiary designation form or on the Plan’s

internet website. You may name two or more beneficiaries who would share benefits according to the proportions you specify in your designation.

15

You may name anyone as your beneficiary. However, if you are married and name someone other than your spouse to receive all or part of your Plan benefit,

your spouse must indicate consent in writing by signing your beneficiary designation before a notary public or Plan representative.

You may change your beneficiary (with proper spousal consent, if married) at any time

by completing a new beneficiary designation on the Plan’s internet website or by submitting the new written designation to the Plan’s Recordkeeper.

You should be aware that if: (i) you fail to choose a beneficiary, (ii) the person you

choose dies and you fail to name another, (iii) the proper form is not used or filed, or (iv) a designation you make is determined by the Plan’s Recordkeeper to be invalid, benefits due upon your death will be paid to your surviving spouse. If you have no

surviving spouse, benefits will be paid to your estate.

ASSIGNMENT OF BENEFITS

As a general rule, a participant or beneficiary cannot assign or encumber any interest in

Plan accounts. Creditors cannot attach, garnish or otherwise subject Plan accounts to claims.

If you become divorced or separated, a judgment, order or decree could require all or

part of your account to be paid to your former spouse, or to someone else, on behalf of your dependent children. Such an order is known as a QDRO. A separate account may be set up for any portion of your account that is granted to another party under a

QDRO and distributed in accordance with the QDRO, but only in a manner permitted under the terms of the Plan. The Administrative Committee can provide you with more

information regarding QDROs or, to obtain QDRO procedures, FAQs or a sample order, log on to http://qdro.fidelity.com or call the Plan’s Recordkeeper and request to be connected to a QDRO Specialist.

The Plan Administrator may determine that an individual who is entitled to receive a distribution from the Plan is unable to care for his or her affairs. In such a case, the Plan Administrator may direct that payments be made to a qualified guardian, legal

representative or other person, thereby fulfilling all obligations under the Plan.

CLAIM PROCEDURES

To receive a distribution from the Plan, you must contact the Plan’s Recordkeeper

directly via the telephone response system, a customer service representative or the internet website. The Plan’s Recordkeeper will help your beneficiary apply for any distribution that is due in the event of your death.

Action upon Receipt of a Claim

Normally, a decision as to whether or not benefits are due will be made within 90 days after receipt of a claim (45 days, for a disability-based claim); but, if circumstances

necessitate, the Administrative Committee may extend this period to 180 days (or up to two additional 30-day extensions for a disability–based claim). Written notice of such an extension will be given to you (or your beneficiary) during the initial claim period. If

no action is taken by the Administrative Committee during the claim period, the claim is treated as if it were denied on the last day of the claim period.

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Denied Claim Appeals Procedure

If a claim is denied, the Administrative Committee must give written notice stating why

the claim has been denied, referencing the relevant Plan provisions, and stating what additional information is needed to support the claim and how to have a claim reviewed.

If your claim is denied, in whole or in part, you will have 90 days (180 days, for a disability–based claim) in which to appeal. You or your authorized representative must file a written request with the Administrative Committee for review of the denied claim.

As part of the review process, you or your representative may review relevant documents and submit written comments supporting the claim.

Action upon Appeal of a Denied Claim

After a written request for review has been filed in a timely manner, the Administrative Committee must give its decision in writing within a reasonable time. Notification of the decision will normally be given within 60 days (45 days, for a disability-based claim)

after receipt of the request for review; but, if written notice is given during the initial review period, the Committee may take up to 120 days (90 days, for a disability-based claim) to review the claim. If a decision is not rendered during the review period, the

claim is treated as if it were denied on the last day of the review period.

If a claim is again denied upon review, the Committee’s written decision must give specific reasons, including references to pertinent Plan provisions, and a statement of

your right to bring a civil action under ERISA. Upon your written request, reasonable access to and copies of all documents, records and other information relevant to your

claim for benefits will be provided.

Time Limit to File Claim

Under no circumstances may a claim for benefits be filed more than 120 days after the

applicable “Notice Date,” as described below.

In any case where benefits are paid as a lump sum, the Notice Date is the date of payment of the lump sum.

In any case where the Plan Administrator (before the filing of a claim for benefits) determines that an individual is not entitled to benefits (for example, and without limitation, where an individual terminates employment and the Plan Administrator

determines that he has not vested) and the Plan provides written notice to such person of its determination, the Notice Date shall be the date of the individual's receipt of such notice.

In any case where the Administrative Committee provides an individual with a written statement of his Account as of a specific date or the amounts credited to, or charged against, his Account within a specified period, the Notice Date with regard to matters

described in such statement is the date of the receipt of such notice by such individual (or beneficiary).

In no event may any legal proceeding regarding entitlement to benefits or any aspect of

benefits under the Plan be started later than the earliest of (i) two years after the applicable Notice Date; or (ii) one year after the date a claimant receives a decision

17

from the Plan Administrator regarding his or her appeal, or (iii) the date otherwise prescribed by applicable law.

SPECIAL RULES FOR “TOP HEAVY” PLANS

The Internal Revenue Service has issued special rules establishing minimum vesting and benefit formulas for plans which become “top heavy”. In general, the Plan would

become top heavy if the value of the benefits earned by certain key employees (generally large shareholders and certain highly-paid employees) under the Plan (or any other Sysco defined benefit or defined contribution plan in combination with this

Plan) is more than 60% of the value of benefits earned by all covered employees. In the unlikely event that this Plan ever becomes top heavy, you will receive complete information regarding any required vesting and contribution adjustments.

SPECIAL PROVISIONS FOR PRIOR PLANS

Certain plans previously sponsored by Sysco companies have been merged into this

Plan. Prior plan accounts have been established for employees eligible for this Plan who were participants in any of the prior plans on the effective date of the merger. Special provisions may affect participants with such prior plan accounts. These provisions,

which reflect certain rights under the prior plan documents, may include vesting and withdrawal rights.

CONTINUANCE OF THE PLAN

Sysco intends to continue the Plan, but reserves the discretionary right to amend or terminate it. No amendment may be made to reduce benefits already allocated to your

Plan accounts. However, future benefit levels are subject to change. Any time a material change is made in the Plan, you will be notified.

The Plan may be terminated, in whole or in part, or contributions may be completely

discontinued at any time. In the event you are affected by any such termination or discontinuance of contributions, you will be notified and you will become 100% vested in the value of your accounts.

Because this is a defined contribution plan that provides for individual accounts, it is not insured by the Pension Benefit Guaranty Corporation. Accordingly, the Plan is not covered by plan termination insurance.

STATEMENT OF ERISA RIGHTS

As a participant in the Plan, you are entitled to certain rights and protections under the Employee Retirement Income Security Act of 1974 (ERISA).

Plan Documents

You may examine all Plan documents without charge, in the Plan Administrator’s office and at other specified locations (such as work sites), during normal working hours.

These documents include annual financial reports, Plan descriptions, insurance contracts, and all documents that govern the operation of the Plan. You may obtain copies of these documents by sending a written request to the Plan Administrator, in

18

which case a reasonable charge will be assessed to cover copying costs. You may obtain, without charge, a copy of the procedures governing qualified domestic relations

order (“QDRO”) determinations by logging on to https://qdro.fidelity.com or by calling the Plan’s Recordkeeper and requesting a copy of the procedures from a QDRO Specialist.

Summary Annual Report

You will receive a summary of the Plan’s annual financial report once each year.

Quarterly Statement

You will receive a statement every three months that will state the balance in each of your accounts and each of the funds in which your account is invested as of the last day of the immediately preceding quarter of the Plan year, as well as your vested

percentage as of the most recent plan year end.

Responses to Your Requests

If you request materials from the Plan Administrator and do not receive them within 30

days, you may file suit in a federal court. In such a case, the court may require the Plan Administrator to provide the materials and pay you up to $110 a day until you receive the materials, unless the materials were not sent because of reasons beyond

the control of the Plan Administrator.

Exercising Your ERISA Rights

The law provides that you may not be fired or discriminated against to prevent you

from obtaining a Plan benefit or exercising your rights under ERISA.

Plan Fiduciaries

In addition to creating rights for participants, ERISA imposes obligations upon the people who are responsible for the operation of the Plan. The people who administer the Plan, called “fiduciaries,” have a duty to do so prudently and in your interest and

that of other participants and beneficiaries.

Benefit Claims and Legal Actions

If your application for a benefit is denied in whole or in part, the Plan Administrator will

write to you explaining the reasons for the denial and indicate how you can appeal the decision. You have the right to have the Plan Administrator review and reconsider your application. The appeal procedures have been described in the Claim Procedures

section.

If your application for benefits is denied or ignored and you believe you are entitled to the benefit claimed, you may take your case to federal or state court. If you discover

that a Plan fiduciary is misusing the Plan’s money, or if you are discriminated against for exercising your ERISA rights, you may file suit in a federal court or ask the U.S. Department of Labor for help. If you file a suit, the court will decide who should pay

court costs and legal fees. If you are successful, the court may order the party you sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees, for example, if it finds your claim frivolous.

19

If you have any problems or questions about any of your benefits or about applying for benefits, please contact your local Employee Benefits Department. In most cases, this

is all you will have to do to have your question answered or problem solved.

If you have any questions about the Plan, you should contact the Plan’s Recordkeeper. If you have any questions about this statement or your rights under ERISA, you may

call the nearest office of the Employee Benefits Security Administration (“EBSA”) U.S. Department of Labor, at the telephone number listed in your telephone directory; or you may write to the Division of Technical Assistance and Inquiries, Employee

Benefits Security Administration, U.S. Department of Labor, 200 Constitution Avenue N.W., Washington, D.C. 20210. You may also obtain certain information and publications about your rights and responsibilities under ERISA by calling

1.866.275.3272, which is EBSA’s toll-free Employee Hotline (TTY/TDD users may access the federal relay service by calling 1.877.889.5627), or by visiting the EBSA website on the internet, at http://www.dol.gov/ebsa.

ADMINISTRATIVE INFORMATION

The Sysco Corporation Employees’ 401(k) Plan is intended to qualify under Section 404(c) of ERISA and Title 29 C.F.R., Section 2550.440c-1, and the fiduciaries of the

Plan may be relieved of liability for any losses that are the direct and necessary result of your investment instructions.

Name of Plan

Sysco Corporation Employees’ 401(k) Plan

Type of Plan

Defined Contribution Plan

Employer Identification Number

74-1648137

Plan Number

015

Plan Year

Beginning January 1, 2013, the Plan year is the calendar year. Before January 1, 2013, the 52–53 week period ending on the Saturday nearest each June 30th, which is the same as the Company’s fiscal year. The period from July 1, 2012 to December 31,

2012 was a “short” Plan year.

Plan Sponsor’s Address and Telephone Number

Sysco Corporation

1390 Enclave Parkway Houston, Texas 77077-2099

(281) 584-1390

20

Participating Employers

Affiliated employers may adopt the Plan for their eligible nonunion and union

employees. The Plan Administrator will disclose to a participant or beneficiary, upon request, whether a company is a participating employer and, if so, the employer’s address. A complete list of participating employers and any applicable coverage of

union employees may be obtained by participants and beneficiaries, without cost, upon written request to the Plan Administrator. The list may be examined at the Company’s corporate office and certain other work sites during normal working hours.

Plan Administrator

Sysco Corporation Benefits Investment and Administrative Committee Sysco Corporation

1390 Enclave Parkway Houston, Texas 77077-2099

The administration of the Plan is handled by the above-named Committee, which is

referred to in this SPD as the “Administrative Committee” or “Committee”, whose members are appointed by the Sysco Corporation Board of Directors’ Compensation Committee. The Administrative Committee has the authority, as outlined in the Plan, to

employ the personnel and professionals that it deems necessary or advisable to assist in the Plan’s administration. It is the Administrative Committee’s duty to interpret Plan provisions and make final decisions, in its sole judgment, on matters such as eligibility

and payment of benefits. When performed in good faith, the actions of the Administrative Committee in exercising all of its rights, powers and authority shall be

final, conclusive and binding on all parties. If you have a question about Plan matters and you will rely on the answer in making an important decision, you should submit your question in writing to the Administrative Committee. Your supervisor or other

officers of Sysco are not authorized to interpret Plan provisions or make representations about the Plan or your benefits, which may contrary to the provisions of the Plan documents as interpreted by the Administrative Committee.

Agent for Service of Legal Process

General Counsel of Sysco Corporation 1390 Enclave Parkway

Houston, Texas, 77077-2099

Legal process may also be served on the Plan Trustee and Recordkeeper.

Mailing Address for Plan Correspondence

The Sysco 401(k) Service Center PO Box 770003 Cincinnati, OH 45277-0065

Plan Trustee and Recordkeeper

Fidelity Management Trust Company 82 Devonshire Street

Boston, MA 02109

21

Fidelity Savings Line

(800) 635-4015

Fidelity Spanish Line

(800) 587-5282

Fidelity NetBenefits Website

www.401k.com

Fidelity Dedicated QDRO Website

https://qdro.fidelity.com

Plan Expenses Fees and expenses are part of every workplace savings plan. Some fees are connected

to the specific investment options (asset-based fees) or to the Plan services you choose or your circumstances require (transaction-based fees, e.g., for Plan loans and QDROs). Other fees are associated with the administration of the Plan.

Asset-based fees include the management fees and other operating expenses of your investment options. For mutual funds, the funds’ management and operating expenses

are standardized based on regulations and are referred to as an “expense ratio”. This is the total of the mutual fund’s operating expenses (before waivers or reimbursements) paid by the fund and is stated as a percentage of the fund’s total

assets. Because these fees are not specifically deducted from your individual account, you do not see them in your transaction history or on your account statements.

Instead, they are paid directly out of the mutual fund’s assets, resulting in a reduction in the fund’s investment return.

Plan administration fees include the charges for recordkeeping (the cost associated to provide recordkeeping and trustee services for the Plan) and other administrative services (e.g. accounting, legal, investment consulting, etc.). As of January 1, 2014, as

a Plan participant, you pay approximately $11 per calendar quarter for Plan administration expenses. This fee will be deducted from your account and clearly reported to you on a quarterly basis. On your quarterly statement, you will see two

line-item charges in your account history and on your account statements, a “Recordkeeping” fee and an “Administration” fee.

Additional Plan costs may be paid from the Plan’s assets, either from forfeitures or, on a pro-rata or per capita basis, from participants’ accounts.

~ Appendix A begins on the following page 22 ~

22

APPENDIX A — COVERAGE OF UNION EMPLOYEES

Schedule I - Union Locals Not in the Safe Harbor 401(k) Plan

AM Briggs, Inc. on behalf of employees who are represented by UFCW Local 400, effective December 1, 2013.

Sysco Central Florida, Inc. on behalf of its employees who are represented by IBT

Union Local 916, effective January 1, 1990

Sysco Chicago, Inc. on behalf of its former CFS drivers and its drivers hired after April 17, 1997 who are represented by IBT Union Local No. 703 (formerly No. 738)

and the Chicago Independent Truck Drivers Union (Note: Former Northlake (Railton) drivers are excluded from coverage.)

Sysco Cincinnati, LLC on behalf of its employees who are represented by Union Local

No. 114, an IBT Affiliate, effective January 1, 1990

Sysco Cleveland, Inc. on behalf of its employees who are represented by IBT Union

Local No. 507 and who transferred from the former Sysco Central Ohio, Inc. (Columbus) as of June 27, 2011

Sysco Detroit, LLC on behalf of its employees who are represented by Union Local No.

337 of the International Brotherhood of Teamsters, Chauffeurs, Warehousemen and Helpers of America, an IBT Affiliate, effective March 13, 2011

Sysco Houston, Inc. on behalf of its employees who are represented by the General

Drivers and Warehousemen Union Local No. 968, an IBT Affiliate, effective May 1, 2000

Sysco Iowa, Inc. on behalf of its full-time employees who are represented by Iowa

Teamsters Union Local No. 238 (formerly No. 147), effective December 1, 2008

Sysco Jamestown, LLC on behalf of its employees who are represented by Union Local No. 264 (Formerly No. 649), affiliated with the International Brotherhood of

Teamsters, Chauffeurs, Warehousemen and Helpers of America, effective July 1, 1991

Sysco Newport Meat Company, Inc. on behalf of its employees who are represented

by Union Local No. 848, affiliated with the International Brotherhood of Teamsters, Chauffeurs, Warehousemen and Helpers of America, effective January 29, 2005

Sysco North Dakota, Inc. on behalf of its employees who are represented by Union

Local No. 120, an IBT Affiliate in Fargo (who were previously represented by IBT Union Local No. 116), effective February 24, 2004; and on behalf of its employees who are represented by Union Local No. 120, an IBT Affiliate headquartered in

Blaine, Minnesota, and who previously were not eligible for coverage under the Plan, effective February 14, 2010

Sysco Oklahoma, LLC (merged into Sysco USA II, LLC, effective June 30, 2011) on

behalf of its employees who are represented by the Tulsa General Drivers and Warehousemen Union Local No. 523, an IBT Affiliate, effective January 1, 1990

Sysco Oklahoma, LLC (merged into Sysco USA II, LLC, effective June 30, 2011) on

behalf of its employees who are represented by IBT Union Local No 886, effective January 1, 1990

23

Sysco Philadelphia, LLC on behalf of its employees who are represented by UFCW Union Local No. 56, effective January 1, 2004

Sysco St. Louis, LLC on behalf of its employees who are represented by IBT Union Local No. 682, effective April 1, 2005, except employees hired on and after June 1, 2013 and certain employees who elected to stop participating in the Sysco

Corporation Retirement Plan and become Safe Harbor Participants in this Plan as of September 1, 2013

Sysco Seattle, Inc. (d.b.a. Sysco Food Services of Alaska) on behalf of its

employees who are represented, on and after January 2, 2011, by IBT Union Local No. 959

Sysco Syracuse, LLC on behalf of its employees who are represented by IBT Union

Local No. 317, effective January 1, 1990, except employees hired on and after August 20, 2013 and certain employees who elected to stop participating in the Sysco Corporation Retirement Plan and become Safe Harbor Participants in this Plan

as of January 1, 2014

SYGMA, Inc. on behalf of its employees who are represented by Union Local No. 299 (Detroit), an IBT Affiliate, effective January 1, 1990

SYGMA, Inc. on behalf of its warehousemen and drivers who are represented by IBT Union Local No. 284, effective January 1, 1990

SYGMA, Inc. on behalf of its employees who are represented by Union Local No. 703,

an IBT Affiliate, effective January 1, 1990

~ Appendix B begins on the following page 24 ~

24

APPENDIX B — COVERAGE OF UNION EMPLOYEES

Schedule II - Union Locals in the Safe Harbor 401(k) Plan

Sysco Philadelphia, LLC on behalf of its employees who are represented by UFCW Union Local No. 152, effective January 1, 2014

Sysco St. Louis, LLC on behalf of its employees who are represented by IBT Union Local No. 682, first hired on or after June 1, 2013 and certain employees who elected to stop participating in the Sysco Corporation Retirement Plan and become

Safe Harbor Participants in this Plan as of September 1, 2013

Sysco Syracuse, LLC on behalf of its employees who are represented by IBT Union Local No. 317, first hired on and after August 20, 2013 and certain employees who

elected to stop participating in the Sysco Corporation Retirement Plan and become Safe Harbor Participants in this Plan as of January 1, 2014

~ Appendix C begins on the following page 25 ~

25

APPENDIX C — SPECIAL TAX NOTICE REGARDING PLAN PAYMENTS

This notice explains how you can continue to defer federal income tax on your

retirement savings in the Plan and contains important information that you will need before you decide how to receive your Plan benefits.

This notice is provided to you because all or part of the payment that you will receive from the Plan may be eligible for rollover by you or your Plan Administrator to an IRA or an eligible employer Plan. A rollover is a payment by you or the Plan Administrator of

all or part of your benefit to another plan or IRA that allows you to continue to postpone taxation of that benefit until it is paid to you. Your payment cannot be rolled over to a SIMPLE IRA or a Coverdell Education Savings Account (formerly known as an

education IRA). An “eligible employer plan” includes a plan qualified under section 401(a) of the Code, including a 401(k) plan, profit-sharing plan, defined benefit plan, stock bonus plan, and money purchase plan; a section 403(a) annuity plan, a section

403(b) tax-sheltered annuity; and an eligible section 457(b) plan maintained by a governmental employer (governmental 457 plan).

An eligible employer plan is not legally required to accept a rollover. Before you decide

to roll over your payment to another employer plan, you should find out whether the plan accepts rollovers and, if so, the types of distributions it accepts as a rollover. You should also find out about any documents that are required to be completed before the

receiving plan will accept a rollover. Even if a plan accepts rollovers, it might not accept rollovers of certain types of distributions, such as after-tax amounts. If this is the case and your distribution includes after-tax amounts, you may wish instead to roll

your distribution over to an IRA or split your rollover amount between the employer plan in which you will participate and an IRA. If an employer plan accepts your rollover, the plan may restrict subsequent distributions of the rollover amount or may

require your spouse’s consent for any subsequent distribution. A subsequent distribution from the plan that accepts your rollover may also be subject to different tax treatment than distributions from this Plan. Check with the administrator of the plan

that is to receive your rollover prior to making the rollover.

If you have additional questions after reading this notice, you can contact the Plan’s

Recordkeeper at (800) 635-4015.

1. GENERAL SUMMARY

There are two ways you may be able to receive a Plan payment that is eligible for

rollover:

(1) Certain payments can be made directly to an IRA or, if you choose, to an eligible employer plan that will accept it and hold it for your benefit (“DIRECT ROLLOVER”);

or

(2) The payment can be MADE TO YOU.

If you choose a DIRECT ROLLOVER:

Your payment can be made directly to your non-Roth IRA or, if you choose, to an eligible employer plan that accepts your rollover. Your payment will not be taxed in the current year and no income tax will be withheld.

26

The taxable portion of your payment will be taxed later when you take it out of the non-Roth IRA or the eligible employer plan. Depending on the type of plan,

the later distribution may be subject to different tax treatment than it would if you received a taxable distribution from this Plan.

Your Plan payment cannot be rolled over to SIMPLE IRA or a Coverdell Education

Savings Account.

Your payment can be made directly to your Roth IRA, regardless of the amount of your adjusted gross income for the year, or whether you filed a joint tax

return (if you are married). Other than any after-tax amounts in your payment, the amount of your direct rollover to a Roth IRA is taxable as ordinary income for the year of the distribution (except for a special 2-year tax payment rule for

such rollovers to Roth IRAs made in 2010 – see Direct Rollover to a Roth IRA, below).

If you choose to have a Plan payment that is eligible for rollover MADE TO YOU:

You will receive only 80% of the taxable amount of the payment, because the Plan Recordkeeper is required to withhold 20% of that amount and send it to the

IRS as income tax withholding to be credited against your taxes.

The taxable amount of your payment will be taxed in the current year unless you roll it over to an IRA or eligible employer plan. Under limited circumstances, you

may be able to use special tax rules that could reduce the tax you owe. However, if you receive the payment before age 59½, you may have to pay an additional 10% tax.

You can roll over all or part of the payment by paying it to your IRA or to an eligible employer plan that accepts your rollover within 60 days after you receive the payment.

The amount rolled over to an IRA or eligible employer plan will not be taxed until you take it out of the IRA or the eligible employer plan.

The taxable amount of your payment that is rolled over to a Roth IRA is taxable

in the year of the distribution (except for 2010 rollovers to a Roth IRA, for which the federal income tax can be spread over 2 years, beginning in 2011), but amounts later distributed from your Roth IRA that are “qualified distributions”

(see Direct Rollover to a Roth IRA, below) are not taxed, including earnings after the rollover.

If you want to roll over 100% of the payment to an IRA or eligible employer plan, you must find other money to replace the 20% of the taxable portion that was withheld. If you roll over only the 80% that you received, you will be taxed

on the 20% that was withheld and that is not rolled over, including the 10% additional income tax on early distributions if you are younger than age 59½ (unless an exception applies).

Your Right to Waive the 30-Day Notice Period. Generally, neither a direct rollover nor a payment can be made from the Plan until at least 30 days after your receipt of the Special Tax Notice Regarding Plan Payments. Thus, after receiving the notice, you

have at least 30 days to consider whether or not to have your withdrawal directly rolled over. If you do not wish to wait until this 30-day notice period ends before your election is processed, you may waive the notice period by making an affirmative election

27

indicating whether or not you wish to make a direct rollover. Your withdrawal will then be processed in accordance with your election as soon as administratively possible after

it is received by the Plan’s Recordkeeper.

2. PAYMENTS THAT CAN & CANNOT BE ROLLED OVER

Payments from the Plan may be “eligible rollover distributions.” This means that they

can be rolled over to an IRA or to an eligible employer plan that accepts rollovers. Payments from the Plan cannot be rolled over to a SIMPLE IRA or a Coverdell Education Savings Account. Your Plan’s Recordkeeper should be able to tell you what portion of

your payment is an eligible rollover distribution.

After-Tax Contributions. If you made after-tax contributions to the Plan, these contributions may be rolled over to an IRA, including a Roth IRA, or to certain employer

plans that accept rollovers of the after-tax contributions. The following rules apply:

Rollover into a non-Roth IRA. You can roll over your distributed after-tax

contributions to a non-Roth IRA either directly or indirectly. Your Plan’s Recordkeeper should be able to tell you how much of your payment is the taxable portion and how much is the after-tax portion.

If you roll over after-tax amounts to a non-Roth IRA, it is your responsibility to keep track of, and report to the IRS on the applicable forms, the amount of

these after-tax contributions. This will enable the nontaxable amount of any future distributions from the IRA to be determined.

Once you roll over your after-tax contributions to a non-Roth IRA, those amounts

CANNOT later be rolled over to an employer plan.

Rollover into a Roth IRA. You can roll over your distributed after-tax contributions to a Roth IRA either directly or indirectly, and later qualified

distributions from such amount, including earnings after the rollover, will not be taxed.

A qualified distribution from a Roth IRA is a payment made after you are age 59½ (or after your death or disability, or as a qualified first-time homebuyer distribution of up to $10,000) and after you have had a Roth IRA for at least 5

years. In applying this 5-year rule, you count from January 1 of the year for which your first contribution was made to a Roth IRA.

Payments from the Roth IRA that are not qualified distributions will be taxed to

the extent of earnings after the rollover, including the 10% additional income tax on early distributions (unless an exception applies).

Rollover into an Employer Plan. You can roll over after-tax contributions

from the Plan to another defined contribution plan that is qualified under section 401(a) of the Code using a direct rollover if the other plan provides separate

accounting for amounts rolled over, including separate accounting for the after-tax employee contributions and earnings on those contributions. You CANNOT roll over your after-tax contributions to a governmental 457 plan. If you want to

roll over your after-tax contributions to an employer plan that accepts these rollovers, you cannot have the after-tax contributions paid to you first. You must instruct the Plan’s Recordkeeper to make a direct rollover on your behalf. Also,

28

you cannot first roll over after-tax contributions to a non-Roth IRA and then roll over that amount into an employer plan.

The following types of payments cannot be rolled over:

Required Minimum Payments. Beginning when you reach age 70½ or retire,

whichever is later, a certain portion of your payment cannot be rolled over because it is a “required minimum payment” that must be paid to you. Special rules apply if you own 5% or more of your employer.

Hardship Distributions. A hardship distribution from your employer’s 401(k) plan is not eligible for rollover.

Corrective Distributions. A distribution that is made to correct a failed nondiscrimination test or because legal limits on certain contributions were exceeded cannot be rolled over.

Loans Treated as Distributions. The amount of a Plan loan that becomes a taxable deemed distribution because of a default cannot be rolled over.

However, a loan offset amount is eligible for rollover, as discussed in Section Number 5 below. Ask the Plan Recordkeeper of this Plan whether distribution of your loan qualifies for rollover treatment.

The Plan’s Recordkeeper should be able to tell you if your payment includes amounts which cannot be rolled over.

3. DIRECT ROLLOVER

A DIRECT ROLLOVER is a direct payment of the amount of your Plan benefits to an IRA or an eligible employer plan that will accept it. You can choose a DIRECT ROLLOVER of

all or any portion of your payment that is an eligible rollover distribution, as described in Section Number 2 above.

You are not taxed on any taxable portion of your payment for which you choose a

DIRECT ROLLOVER to a non-Roth IRA or eligible employer plan until you later take it out of the IRA or eligible employer plan. In addition, no income tax withholding is required for any taxable portion of you Plan benefits for which you choose a DIRECT

ROLLOVER. This Plan might not let you choose a DIRECT ROLLOVER if your distribution is less than $200.

DIRECT ROLLOVER to a Non-Roth IRA. You can open a non-Roth IRA to

receive the direct rollover. If you choose to have your payment made directly to a non-Roth IRA, contact an IRA sponsor (usually a financial institution) to find

out how to have your payment made in a direct rollover to a non-Roth IRA at that institution. If you are unsure of how to invest your money, you can temporarily establish an IRA to receive the payment. However, in choosing a

non-Roth IRA, you may wish to make sure that the IRA you choose will allow you to move all or a part of your payment to another IRA at a later date, without penalties or other limitations. See IRS Publication 590, Individual

Retirement Arrangements, for more information on non-Roth IRAs (including limits on how often you can roll over between IRAs).

DIRECT ROLLOVER to a Roth IRA. You can have your payment made directly to a Roth IRA regardless of whether you file a joint tax return (if you are

29

married) or the amount of your adjusted gross income for the year, and a special rule applies regarding how the amount rolled over (reduced by any after-tax

amounts) will be taxed. For payments from the Plan during 2010 that are rolled over to a Roth IRA, the taxable amount can be spread over a two-year period, starting in 2011. (However, the 10% additional income tax on early distributions

will not apply, unless you take the amount rolled over out of the Roth IRA within 5 years, counting from January 1 of the year of the rollover.)

If you roll over your payment to a Roth IRA, later payments from the Roth IRA

that are “qualified distributions” will not be taxed (including earnings after the rollover). A qualified distribution from a Roth IRA is a payment made after you are age 59-1/2 (or after your death or disability, or as a qualified first-time

homebuyer distribution of up to $10,000) and after you have had a Roth IRA for at least 5 years. In applying this 5-year rule, you count from January 1 of the

year for which your first contribution was made to any Roth IRA.

Payments from the Roth IRA that are not qualified distributions will be taxed to the extent of earnings after the rollover, including the 10% additional income tax

on early distributions (unless an exception applies).

Required minimum distributions do not have to be made from a Roth IRA during your lifetime. For more information, see IRS Publication 590, Individual

Retirement Arrangements (IRAs).

You cannot roll over a payment from the Plan to a designated Roth account in an

employer plan.

DIRECT ROLLOVER to a Plan. If you are employed by a new employer that has an eligible employer plan, and you want a direct rollover to that plan, ask

the administrator of that plan whether it will accept your rollover. An eligible employer plan is not legally required to accept a rollover. If your new employer’s plan does not accept a rollover, you can choose a DIRECT ROLLOVER TO AN IRA.

If the employer plan accepts your rollover, the plan may provide restrictions on the circumstances under which you may later receive a distribution of the rollover amount or may require spousal consent to any subsequent distribution.

Check with the plan administrator of that plan before making your decision.

DIRECT ROLLOVER of a Cash-Out Distribution to an IRA. The Plan may

make a payment to you (without your consent) if you have terminated service and your vested account balance does not exceed $1,000, unless you make an affirmative election to roll over the cash-out distribution directly into an IRA or

an eligible employer plan that will accept the rollover. Any cash-out distribution of more than $1,000 (but not more than $5,000) will be automatically rolled over directly into a non-Roth IRA sponsored by Fidelity Management Trust

Company, unless you make an affirmative election to roll over the cash-out distribution to an IRA you select, or to receive the distribution in cash. Subsequent to a direct rollover by the Plan administrator into a Fidelity

Management Trust Company IRA, you may transfer all or part of the assets into an IRA at another financial institution of your choice.

Change in Tax Treatment Resulting from a DIRECT ROLLOVER. The tax treatment of any payment from the eligible employer plan or non-Roth IRA

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receiving your DIRECT ROLLOVER might be different from the tax treatment of a taxable distribution directly from the Plan. For example, if you were born before

January 1, 1936, you might be entitled to ten-year averaging or capital gain treatment, as explained below. However, if you have your benefit rolled over to a section 403(b) tax-sheltered annuity, a governmental 457 plan, or a non-Roth

IRA in a DIRECT ROLLOVER, your benefit will no longer be eligible for that special treatment. See the sections below entitled Additional 10% Tax if You Are Younger than Age 59½ and Special Tax Treatment if You Were Born before

January 1, 1936.

4. PAYMENT MADE TO YOU

If your payment can be rolled over (see Section Number 2 above) and the payment is

instead made to you in cash, it is subject to 20% federal income tax withholding. The payment is taxed in the year you receive it unless, within 60 days, you roll it over to a non-Roth IRA or an eligible employer plan that accepts rollovers. If you do not roll it

over, special tax rules may apply.

Income Tax Withholding

Mandatory Withholding. If any portion of your payment can be rolled over and you do not elect to make a DIRECT ROLLOVER, the Plan is required by law to withhold 20% of the taxable amount. This amount is sent to the IRS as

federal income tax withholding. For example, if you can roll over a taxable payment of $10,000, only $8,000 will be paid to you because the Plan must withhold $2,000 as income tax. However, when you prepare your income tax

return for the year, unless you make a rollover within 60 days (see Sixty-Day Rollover Option below), you must report the full $10,000 as a payment from the Plan. You must report the $2,000 as tax withheld, and it will be credited against

any income tax you owe for the year. There will be no income tax withholding if your payments for the year are less than $200.

Voluntary Withholding. If any portion of your payment is taxable but cannot be rolled over, the mandatory withholding rules described above do not apply. In this case, you may elect not to have withholding apply to that portion. If you

do nothing, 10% of the taxable amount will be withheld for federal income tax. To elect out of withholding, ask the Plan’s Recordkeeper for the election form and related information.

Sixty-Day Rollover Option. If you receive a payment that can be rolled over, you can still decide to roll over all or part of it to an IRA or to an eligible

employer plan that accepts rollovers. If you decide to roll over the payment, you must contribute the amount of the payment you received to a traditional IRA or eligible employer plan within 60 days after you receive the payment. The portion

of your payment that is rolled over to a non-Roth IRA or eligible employer plan will not be taxed until you take it out of the IRA or eligible employer plan.

You can roll over up to 100% of your payment that can be rolled over, including an amount equal to the 20% of the taxable portion that was withheld. If you choose to roll over 100%, you must find other money within the 60-day period to contribute to

the IRA or eligible employer plan, to replace the 20% that was withheld. On the other hand, if you roll over only the 80% of the taxable portion that you received, you will be taxed on the 20% that was withheld.

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Example: The taxable portion of your payment that can be rolled over is $10,000, and you choose to have it paid to you. You will receive $8,000, and

$2,000 will be sent to the IRS as income tax withholding. Within 60 days after receiving the $8,000, you may roll over the entire $10,000 to an IRA or eligible employer plan. To do this, you roll over the $8,000 you received

from the Plan, and you will have to find $2,000 from other sources (your savings, a loan, etc.). In this case, the entire $10,000 is not taxed until you take it out of a non-Roth IRA or eligible employer plan. If you roll over the

entire $10,000, when you file your income tax return you may receive a refund of part or all of the $2,000 withheld. If, on the other hand, you roll over only $8,000, the $2,000 you did not roll over is taxed in the year it was

withheld. When you file your income tax return you may receive a refund of part of the $2,000 withheld. (However, any refund is likely to be larger if you roll over the entire $10,000.)

Additional 10% Tax if You Are Younger Than Age 59½. If you receive a payment before you reach age 59½ and you do not roll it over, then, in addition to the regular income tax, you may have to pay an extra tax equal to 10% of the

taxable portion of the payment.

The additional 10% tax generally does not apply to:

Payments that are made after you separate from service with your employer during or after the year you reach age 55;

Payments that are made because you retire on account of disability;

Payments made after your death;

Payments that are made directly to the government to satisfy a federal tax levy;

Payments that are made to an alternate payee under a qualified domestic

relations order (QDRO);

Payments that do not exceed the amount of your deductible medical

expenses; or

Certain payments made while you are on active duty if you were a member of

a reserve component called to active duty after September 11, 2001 for more than 179 days.

Early Distributions from Non-Roth IRAs. If you receive a payment from an IRA

when you are younger than age 59½, you will have to pay the 10% additional income tax on early distributions from the IRA, unless an exception applies. In general, the exceptions to the 10% additional income tax for early distributions from an IRA are

the same as the exceptions listed above for early distributions from a plan. However, there are a few differences for payments from an IRA, including:

• There is no exception for payments after separation from service after age

55.

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• The exception for qualified domestic relations orders (QDROs) does not apply (although a special rule applies under which, as part of a divorce or

separation agreement, a tax-free transfer may be made directly to an IRA of a spouse or former spouse).

• An exception for payments made at least annually in equal or close to equal

amounts over a specified period applies without regard to whether you have had a separation from service.

• There are additional exceptions for (i) payments for qualified higher

education expenses, (ii) payments up to $10,000 used in a qualified first-time home purchase, and (iii) payments after you have received unemployment compensation for 12 consecutive weeks (or would have been

eligible to receive unemployment compensation but for self-employed status).

See IRS Form 5329 for more information about the additional 10% tax.

Distributions from Roth IRAs. If you roll over your payment to a Roth IRA, later payments from the Roth IRA that are “qualified distributions” will not be taxed

(including earnings after the rollover). A qualified distribution from a Roth IRA is a payment made after you are age 59½ (or after your death or disability, or made to you as a qualified first-time homebuyer distribution in an amount of up to $10,000)

and after you have had a Roth IRA for at least 5 years. In applying this 5-year rule, you count from January 1 of the year for which your first contribution was made to a Roth IRA.

Payments from the Roth IRA that are not qualified distributions will be taxed to the extent of earnings after the rollover, including the 10% additional income tax on early distributions (unless an exception applies).

Required minimum distributions do not have to be made from a Roth IRA during your lifetime.

For more information, see IRS Publication 590, Individual Retirement Arrangements (IRAs).

State Income Taxes. This notice does not describe any State or local income tax

rules (including withholding rules).

If you miss the 60-day rollover deadline. Generally, the 60-day rollover deadline cannot be extended. However, the IRS has the limited authority to waive

the deadline under certain extraordinary circumstances, such as when external events prevented you from completing the rollover by the 60-day rollover deadline. To apply for a waiver, you must file a private letter ruling request with the IRS.

Private letter ruling requests require the payment of a nonrefundable user fee. For more information, see IRS Publication 590, Individual Retirement Arrangements (IRAs).

Special Tax Treatment if You Were Born before January 1, 1936. If you receive a payment that can be rolled over under Number 2 above and you do not roll it over to a non-Roth IRA or an eligible employer plan that will accept it, the

payment will be taxed in the year you receive it. However, if the payment qualifies

33

as a “lump sum distribution,” it may be eligible for special tax treatment. A lump sum distribution is a payment, within one year, of your entire balance under the

Plan (and certain other similar plans of the employer) that is payable to you after you have reached age 59½ or because you have separated from service with your employer. For a payment to be treated as a lump sum distribution, you must have

been a participant in the Plan for at least 5 years before the year in which you received the distribution. The special tax treatments for lump sum distributions that may be available to you are described below.

Ten-Year Averaging. If you receive a lump sum distribution and you were born before January 1, 1936, you can make a one-time election to calculate

the tax on the payment by using “10-year averaging” (using 1986 tax rates). Ten-year averaging often reduces the tax you owe.

Capital Gain Treatment. If you receive a lump sum distribution, were born

before January 1, 1936, and you were a participant in the Plan before 1974, you may elect to have the part of your payment that is attributable to your

pre-1974 participation in the Plan (if any) taxed as long-term capital gain at a rate of 20%.

There are other limits on the special tax treatments for lump sum distributions. For

example, you can generally elect a special tax treatment only once in your lifetime, and the election applies to all lump sum distributions that you receive in the same year. If you have previously rolled over a distribution from this Plan (or certain other

similar plans of the employer), you cannot use the special averaging treatment for later payments from the Plan. If you roll over your payment to a traditional IRA, governmental 457 plan, or 403(b) tax-sheltered annuity, you will not be able to use

a special tax treatment for later payments from that IRA, plan or annuity. Also, if you roll over only a portion of your payment to a non-Roth IRA, governmental 457

plan, or 403(b) tax-sheltered annuity, special tax treatment is not available for the rest of the payment. Additional restrictions are described in IRS Form 4972 which has additional information on lump sum distributions and how you can elect a

special tax treatment.

5. REPAYMENT OF PLAN LOANS

If you end your employment while you have an outstanding loan from the Plan, your

employer may reduce (or “offset”) your balance in the Plan by the amount of the loan you have not repaid. The amount of the loan offset is treated as a distribution to you at the time of the offset and will be taxed unless you roll over an amount equal to the

amount of the loan offset to an eligible employer plan or a non-Roth IRA within 60 days of the date of the offset. If the amount of the loan offset is the only amount you receive or are treated as having received, no amount will be withheld from it. If you receive

other payments of cash or property from the Plan, the 20% withholding amount will be based on the entire amount of your taxable distribution, including the amount of the loan offset. The amount withheld will be limited to the amount of other cash or property

paid to you. The amount of a defaulted Plan loan that is a taxable deemed distribution cannot be rolled over.

34

6. SURVIVING SPOUSES, ALTERNATE PAYEES & OTHER BENEFICIARIES

In general, the rules summarized above that apply to payments to employees also

apply to payments to surviving spouses of employees and to spouses or former spouses who are “alternate payees.” You are an alternate payee if your interest in the Plan results from a “qualified domestic relations order” (QDRO), which is an order issued by

a court, usually in connection with a divorce or legal separation. Some of the rules summarized above also apply to a deceased employee’s beneficiary who is not a spouse. However, there are some exceptions that should be mentioned regarding

payments to surviving spouses, alternate payees, and other beneficiaries.

If you are a surviving spouse, or spouse or former spouse who is an alternate payee, you may choose to have a payment that can be rolled over, as described in Section

Number 2 above, paid in a DIRECT ROLLOVER to an IRA or to an eligible employer plan or paid to you. If you have the payment made to you, you can keep it or roll it over

yourself to an IRA or to an eligible employer plan. Thus, you have the same choices as the employee.

If you are a surviving spouse, an alternate payee, or another beneficiary, your payment

is generally not subject to the additional 10% federal penalty tax described in Section Number 4 above, even if you are younger than age 59½.

If you are a surviving spouse, an alternate payee, or another beneficiary, you may be

able to use the special tax treatment for lump-sum distributions described in Section Number 4 above. If you receive a payment because of the employee’s death, you may be able to treat the payment as a lump-sum distribution if the employee met the

appropriate age requirements, whether or not the employee had five years of participation in the Plan.

Some of the rules summarized above also apply to a deceased employee’s beneficiary who is not the surviving spouse. However, there are important exceptions that should be mentioned for payments to such beneficiaries. If you are a beneficiary other than (i)

the surviving spouse, or (ii) the spouse or former spouse who is an alternate payee, you cannot roll over the payment yourself. You can elect to have the death benefit paid in a DIRECT ROLLOVER only to an inherited IRA. Payments from the inherited IRA will

not be subject to the 10% additional income tax on early distributions. You will have to receive required minimum distributions from the inherited IRA.

7. If you are a nonresident alien. If you are a nonresident alien and you do not

request a direct rollover to a U.S. IRA or U.S. employer plan, the Plan is generally required to withhold 30% (instead of 20%) of the payment for federal income taxes. If the amount withheld exceeds the amount of tax you owe (as may happen if you do a

60-day rollover), you may request an income tax refund by filing Form 1040NR and attaching your Form 1042-S. See Form W-8BEN for claiming that you are entitled to a reduced rate of withholding under an income tax treaty. For more information, see also

IRS Publication 519, U.S. Tax Guide for Aliens, and IRS Publication 515, Withholding of Tax on Nonresident Aliens and Foreign Entities.

35

8. Other special rules.

If your payments for the year are less than $200 (not including payments from a

designated Roth account in the Plan), the Plan is not required to allow you to do a direct rollover and is not required to withhold for federal income taxes.

However, you may do a 60-day rollover.

Unless you elect otherwise, a mandatory cashout of more than $1,000 will be

directly rolled over to an IRA sponsored by the Plan’s Recordkeeper. A mandatory cashout is a payment from a plan to a participant that is made before normal retirement age and without consent, where the participant’s benefit does

not exceed $5,000 (not including any amounts held under the plan as a result of a prior rollover made to the plan).

You may have special rollover rights if you recently served in the U.S. Armed

Forces. For more information, see IRS Publication 3, Armed Forces’ Tax Guide.

HOW TO OBTAIN ADDITIONAL INFORMATION

This notice summarizes only the federal (not state or local) tax rules that might apply to your payment. The rules described above are complex and contain many conditions

and exceptions that are not included in this notice. Therefore, you may want to consult with a professional tax advisor before you take a payment of your benefits from your Plan. Also, you can find more specific information on the tax treatment of payments

from qualified employer plans in IRS Publication 575, Pension and Annuity Income, and IRS Publication 590, Individual Retirement Arrangements. These publications are available from your local IRS office, on the IRS internet website at

www.irs.gov, or by calling 1-800-TAX-FORMS.

~ Appendix D begins on the following page 36 ~

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APPENDIX D – SPECIAL MATCHING CONTRIBUTIONS DURING CERTAIN TRANSITION PERIODS

Special Matching Contribution for the Plan Year beginning July 3, 2011 and Ending June 30, 2012

For the Plan year beginning July 3, 2011 and Ending June 30, 2012 only, the Company may make a matching contribution for every eligible dollar you contribute to the Plan (i.e., your pre-tax contributions that do not exceed 5% of your pay for a pay period for

Safe Harbor Participants or 6% of your pay for a pay period for Non-Safe Harbor Participants) if certain earnings and performance goals are achieved by the Company, as described below.

In order to receive the matching contributions described below, you must be an “Eligible Participant” and meet certain other eligibility conditions described below. You

are considered to be an “Eligible Participant” if you make pre-tax contributions during the Plan year and, as of the last day of the Plan year, you:

Are actively employed by the Company;

Transferred from the Company to an affiliated company that has not adopted the Plan;

Are on an approved leave of absence from the Company;

Were placed on a temporary layoff by the Company; or

Terminated employment during the Plan year because you:

o Died,

o Became disabled (as defined by the Plan2),

o Reached age 65, or

o Reached age 55 and completed 10 years of service.

Matching Contribution if Sponsor Achieves Increase in Adjusted Earnings Per Share (“EPS”) of 4% or 7.5%

If the Sponsor, on a consolidated basis, achieves for the Sponsor’s fiscal year ending

with or within the Plan year (the “Applicable Year”) an increase in EPS of 4% over the EPS achieved for the immediately preceding Applicable Year, the Company will make a $0.25 matching contribution for every eligible dollar you contribute to the Plan.

Alternatively, if the Sponsor, on a consolidated basis, achieves for the Sponsor’s fiscal year ending with or within the Plan year (the “Applicable Year”) an increase in EPS of 7.5% over the EPS achieved for the immediately preceding Applicable Year, the

2 Disability is based on your having a mental or physical illness or injury (excluding disabilities resulting from alcoholism, narcotics addiction and felonious criminal activities) that prevents you from earning a reasonable livelihood for a period of at least 12 months in any suitable Company position, as determined by a physician chosen by the Company.

37

Company will make a $0.50 matching contribution for every eligible dollar you contribute to the Plan.

In order to receive either of the contributions described above, you must be an Eligible Participant and be employed by:

The Sponsor, in its corporate office;

Sysco Business Services (and similar administrative companies or divisions

designated by the Sponsor);

Regional distribution centers;

A company acquired by the Company (an “Acquired Company”), for the period

before the beginning of the first complete fiscal year of the Sponsor following the

acquisition; or

A new operating company established by the Sponsor (a “Fold-Out Company”), for the period before the beginning of the first complete fiscal year of the Sponsor for which the fold-out company is fully operational (as determined by

the Sponsor).

Matching Contribution if Company Achieves Respective Incremental Performance Criteria for Applicable Year

If the Company achieves the respective incremental performance criteria established by the Sponsor for the Applicable Year, the Company will make either a $0.25 or $0.50 matching contribution, as applicable, for every eligible dollar you contribute to the Plan.

In order to receive either of the contributions described above, you must be an Eligible Participant and be employed by:

An Acquired Company, for the first complete fiscal year of the Sponsor following

the acquisition; or

A Fold-Out Company, for the first complete fiscal year of the Sponsor for which

the fold-out company is fully operational (as determined by the Sponsor).

Matching Contribution if Company Achieves Adjusted Operating Pre-tax Earnings Increase of 4% or 8% for the Applicable Year

If the Company achieves for the Applicable Year an increase in adjusted operating pre-

tax earnings of at least 4% over such earnings achieved for the immediately preceding Applicable Year, the Company will make a $0.25 matching contribution for every eligible

dollar you contribute to the Plan.

Alternatively, if the Company achieves for the Applicable Year an increase in adjusted operating pre-tax earnings of at least 8% or more over such earnings achieved for the

immediately preceding Applicable Year, the Company will make a $0.50 matching contribution for every eligible dollar you contribute to the Plan.

38

In order to receive either of the contributions described above, you must be an Eligible Participant and be employed by:

An Acquired Company, for the second and third complete fiscal years of the Sponsor following the acquisition; or

A Fold-Out Company, for the second and third complete fiscal years of the

Sponsor for which the Fold-Out Company is fully operational (as determined by the Sponsor).

Matching Contribution if Company Achieves Minimum Adjusted Operating Pre-Tax

Earnings of $250,000.00 and Adjusted Operating Pre-tax Earnings Increase of 4% or 8% for the Applicable Year

If the Company achieves minimum adjusted operating pre-tax earnings of $250,000.00

for the Applicable Year and also achieves for the Applicable Year an increase in adjusted operating pre-tax earnings of at least 4% over such earnings achieved for the immediately preceding Applicable Year, the Company will make a $0.25 matching

contribution for every eligible dollar you contribute to the Plan.

Alternatively, if the Company achieves minimum adjusted operating pre-tax earnings of $250,000.00 for the Applicable Year and also achieves for the Applicable Year an

increase in adjusted operating pre-tax earnings of at least 8% or more over such earnings achieved for the immediately preceding Applicable Year, the Company will make a $0.50 matching contribution for every eligible dollar you contribute to the Plan.

In order to receive either of the contributions described above, you must be an Eligible Participant and be employed by:

An Acquired Company, for the fourth complete fiscal year of the Sponsor following the acquisition, and for each fiscal year thereafter; or

A Fold-Out Company, for the fourth complete fiscal year of the Sponsor for which

the Fold-Out Company is fully operational (as determined by the Sponsor), and for each fiscal year thereafter.

Each other subsidiary of the Sponsor or certain divisions of the Sponsor (each,

an “Operating Unit”).

Special Matching Contribution for the Short Plan Year Beginning July 1, 2012 and Ending December 31, 2012

For the period beginning July 1, 2012 and ending December 31, 2012 only, the Company may make a matching contribution for every eligible dollar you contribute to the Plan (i.e., your pre-tax contributions that do not exceed 5% of your pay for a pay

period for Safe Harbor Participants or 6% of your pay for a pay period for Non-Safe Harbor Participants) if certain earnings and performance goals are achieved by the Company, as described below.

In order to receive the matching contributions described below, you must be an Eligible Participant (as described above) and meet certain other eligibility conditions described below.

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Matching Contribution if Sponsor Achieves First-Half Adjusted Earnings Per Share (“EPS”) of $0.89 or $0.91

If the Sponsor, on a consolidated basis, achieves for the first half of the Sponsor’s 2013 fiscal year reported EPS of at least $0.89, the Company will make a $0.25 matching contribution for every eligible dollar you contribute to the Plan.

Alternatively, if the Sponsor, on a consolidated basis, achieves for the first half of the Sponsor’s 2013 fiscal year reported EPS of at least $0.91, the Company will make a $0.50 matching contribution for every eligible dollar you contribute to the Plan.

In order to receive either of the contributions described above, you must be an Eligible Participant and be employed by:

The Sponsor, in its corporate office;

Sysco Business Services (and similar administrative companies or divisions designated by the Sponsor); or

Regional distribution centers.

Matching Contribution if Company Achieves Applicable Performance Criteria for Applicable Measurement Period

If the Company achieves the applicable performance criteria established by the Sponsor

for the applicable measurement period, the Company will make a discretionary matching contribution (as determined by the Sponsor) for every eligible dollar you contribute to the Plan.

In order to receive either of the contributions described above, you must be an Eligible Participant and be employed by:

An Acquired Company, for the period before the beginning of the first complete fiscal year of the Sponsor following the acquisition, and for the first, second and third complete fiscal year of the Sponsor following the acquisition; or

A Fold-Out Company, for the period before the beginning of the first complete fiscal year of the Sponsor for which the Fold-Out Company is fully operational (as determined by the Sponsor), and for the first, second and third complete fiscal

year of the Sponsor for which the Fold-Out Company is fully operational (as determined by the Sponsor).

Matching Contribution if Company Achieves Minimum Adjusted Operating Pre-Tax

Earnings of $250,000.00 and First-Half Adjusted Operating Pre-tax Earnings Increase of 3% or 6%

If the Company achieves minimum adjusted operating pre-tax earnings of $250,000.00

for the first half of the Sponsor’s 2013 fiscal year and also achieves at least a 3% increase in such earnings achieved for the first half of the Sponsor’s previous fiscal year, the Company will make a $0.25 matching contribution for every eligible dollar you

contribute to the Plan.

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Alternatively, if the Company achieves minimum adjusted operating pre-tax earnings of $250,000.00 for the first half of the Sponsor’s 2013 fiscal year and also achieves at

least a 6% increase in such earnings achieved for the first half of the Sponsor’s previous fiscal year, the Company will make a $0.50 matching contribution for every eligible dollar you contribute to the Plan. In order to receive this contribution, you must

be an Eligible Participant and be employed by:

An Acquisition Company, after the third complete fiscal year of the Sponsor following the acquisition;

A Fold-Out Company, after the third complete fiscal year of the Sponsor for which the Fold-Out Company is fully operational (as determined by the Sponsor); or

Each other Operating Unit.

Matching Contribution for Certain Employees of a Specialty Product Company

The Company will make a $0.50 matching contribution for every eligible dollar you

contribute to the Plan (i.e., your pre-tax contributions that do not exceed 5% of your pay for a pay period for Safe Harbor Participants or 6% of your pay for a pay period for Non-Safe Harbor Participants), provided you are:

An Eligible Participant (as described above)

Employed by a subsidiary designated by the Sponsor as a “Specialty Product Company” and

The “Specialty Product Company” does not provide for a benefit accrual under the Sysco Corporation Retirement Plan.

If you are eligible for the matching contribution described in this section, you will not be eligible for any of the other matching contributions described above under “Special Matching Contribution for the Short Plan Year Beginning July 1, 2012 and

Ending December 31, 2012” or “Special Matching Contribution for the Plan Year beginning July 3, 2011 and Ending June 30, 2012.”

Company matching contributions are made after the end of each Plan year.