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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): FEBRUARY 17, 2006
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SYSCO CORPORATION
(Exact name of registrant as specified in its charter)
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DELAWARE 1-06544 74-1648137
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
1390 ENCLAVE PARKWAY, HOUSTON, TX 77077-2099
(Address of principal executive office) (zip code)
Registrant's telephone number, including area code: (281) 584-1390
N/A
(Former name or former address, if changed since last report)
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[_] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Amendment of SERP
On February 17, 2006, upon the approval of the Compensation and Stock Option
Committee of the Board of Directors (the "Board") of SYSCO Corporation (the
"Company"), the Board ratified the First Amendment (the "Amendment") to the
Sixth Amended and Restated SYSCO Corporation Supplemental Executive Retirement
Plan (the "SERP"). The Amendment, which is effective as of July 2, 2006,
modifies the SERP's definition of "final average compensation," which is one of
the variables used to determine the amount of a participant's SERP benefit
(which benefit is generally paid monthly in an annuity form).
Prior to the Amendment, the SERP defined final average compensation generally as
a participant's average monthly "eligible earnings" (as defined in the SERP) for
the 5 consecutive years out of the 10 years prior to the earliest to occur of
certain specified events (i.e., death, disability, retirement, certain change of
control situations, and the "freezing" of a participant's participation in the
SERP as a result of the participant being no longer eligible to participate in
the Company's Management Incentive Plan) that yielded the highest average
monthly eligible earnings. The Amendment removes the requirement that the 5
years used to determine final average compensation be consecutive [i.e., final
average compensation is now defined as a participant's average monthly eligible
earnings for the 5 years (not necessarily consecutive) out of the 10 years prior
to the earliest to occur of the specified events described above that yield the
highest average monthly eligible earnings].
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, SYSCO
Corporation has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SYSCO CORPORATION
Date: February 22, 2006 By: /s/ Michael C. Nichols
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Michael C. Nichols
Vice President, General Counsel
and Corporate Secretary
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