SYSCO CORP
1ST AMENDMENT - EXECUTIVE COMPENSATION ADJUSTMENT
<DOCUMENT>
<TYPE>EX-10.D
<SEQUENCE>5
<FILENAME>h81699ex10-d.txt
<DESCRIPTION>1ST AMENDMENT - EXECUTIVE COMPENSATION ADJUSTMENT
<TEXT>

<PAGE>   1
                                                                   EXHIBIT 10(d)

                             FIRST AMENDMENT TO THE
                   EXECUTIVE COMPENSATION ADJUSTMENT AGREEMENT

                               (Charles H. Cotros)


         THIS AMENDMENT by Sysco Corporation ("Sysco") and Charles H. Cotros
("Officer")

                                   WITNESSETH:

         WHEREAS, Sysco and the Officer have executed an agreement entitled
"Executive Compensation Adjustment Agreement" ("Agreement") on October 21, 1999;
and

         WHEREAS, pursuant to paragraph 13 of the Agreement, Sysco and the
Officer may amend the terms of the Agreement by an instrument in writing signed
by them; and

         WHEREAS, Sysco and the Officer desire to amend the Agreement to correct
the actuarial error and to make other changes;

         NOW, THEREFORE, pursuant to the provisions of paragraph 13 of the
Agreement, Sysco and the Officer hereby completely amend and restate paragraph 3
of the Agreement effective October 21, 1999, as follows:

                  "3. Partial Waiver of SERP Benefits. Subject to the conditions
         of paragraph 4, as a requirement for participation in the Split Dollar
         Plan, Officer hereby irrevocably waives, renounces, and forfeits
         $19,374.30 of the monthly SERP retirement benefit for the Officer in
         the form of an age 65, ten-year certain and life annuity as calculated
         under Article 4.1 of the SERP. This forfeited amount will be adjusted
         for the form and time of payment as specified under Article 4.2 of the
         SERP. In the event benefits commence prior to age 65, the offset for
         this forfeited benefit will not occur until age 65 and appropriate
         adjustments would be made to the forfeited amount to reflect the
         remaining certain period. In calculating the death benefit under
         Article 5 of the SERP, the commuted lump sum values referenced in
         Article 5 will be reduced by the commuted lump sum value of the monthly
         retirement benefit forfeited above."


<PAGE>   2


         IN WITNESS WHEREOF, Sysco and the Officer have executed this Amendment
this 1st day of September, 2000.

                                          SYSCO CORPORATION


                                          By: /s/ Michael C. Nichols
                                              ----------------------------------
                                              Michael C. Nichols
                                              Vice President and General Counsel


                                          By: /s/ Charles H. Cotros
                                              ----------------------------------
                                              Charles H. Cotros, Officer


         The Officer's wife is fully aware, understands, and fully consents and
agrees to the provisions of this Amendment including its binding effect upon any
community property interest she may have in the SERP benefits irrevocably
waived, renounced, and forfeited by the Officer and any economic benefits
realized under the Split Dollar Agreement. Such awareness, understanding,
consent and agreement is evidenced by signing this Amendment.

                                          By: /s/ Constance Cotros
                                              ----------------------------------
                                              Constance Cotros
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