Employment And Noncompetition Agreement - SERVICE CORPORATION INTERNATIONAL - 3-30-2001

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Employment And Noncompetition Agreement - SERVICE CORPORATION INTERNATIONAL - 3-30-2001 Powered By Docstoc
					EXHIBIT 10.10 EMPLOYMENT AND NONCOMPETITION AGREEMENT THIS AGREEMENT is made and effective this 28th day of February, 2001 between SCI Executive Services, Inc., a Delaware corporation (the "Company"), and B. D. Hunter (the "Employee"): ARTICLE I EMPLOYMENT 1.1 Employment Term. The Company agrees to employ the Employee and the Employee agrees to accept such employment, in accordance with the terms and conditions of this Agreement, for the period beginning on the date of this Agreement and ending as of the close of business on December 31, 2001 (such period together with all extensions thereof are referred to hereinafter as the "Employment Term"); provided, however, that commencing on January 1, 2002, and on each January 1 thereafter (each such date shall be hereinafter referred to as a "Renewal Date"), the Employment Term shall be extended so as to terminate one year from such Renewal Date if (i) the Company notifies the Employee in writing of such extension at least thirty days prior to such Renewal Date and (ii) the Employee has not previously given the Company written notice that the Employment Term shall not be so extended. In the event that the Company gives the Employee written notice at any time of its intention not to renew the Employment Term, then the Employment Term shall terminate on December 31 of the year in which such notice of non-renewal is given and shall not thereafter be further extended. If the Company fails to notify the Employee at least thirty days prior to a Renewal Date either of its intention to extend the Employment Term as provided above or its intention not to so extend the Employment Term, then the Employment Term shall not be extended and shall terminate as of the day prior to such Renewal Date. 1.2 Duties. The Employee shall serve the Company in an executive or managerial capacity and shall hold such title as may be authorized from time to time by the Board of Directors of Service Corporation International ("SCI"). The Employee shall have the duties, powers and authority consistent therewith and such other powers as are delegated to him in writing from time to time by the Board of Directors of SCI. If the Employee is elected to any office or other position with the Company during the term of this Agreement, the Employee will serve in such capacity or capacities without further compensation unless the Compensation Committee (the "Compensation Committee") of the Board of Directors of SCI authorizes additional compensation. The Employee's title and duties may be changed from time to time at the discretion of the Company. The Employee also agrees to perform, without additional compensation, such other services for the Company and for any subsidiary or affiliated corporations of the Company or for any partnerships in which the Company has an interest, as the Company shall from time to time specify. The term "Company" as used hereinafter shall be deemed to include and refer to subsidiaries and affiliated corporations and partnerships. Employee agrees and acknowledges that he owes, and will comply with, a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best interests of the Company and to 1

take no action or fail to take action if such action or failure to act would injure the Company's business, its interests or its reputation. 1.3 Extent of Service. During the Employment Term, the Employee shall devote his full time, attention and energy to the business of the Company, and, except as may be specifically permitted by the Company, shall not be engaged in any other business activity during the term of this Agreement. The foregoing shall not be construed as preventing the Employee from making passive investments in other businesses or enterprises, provided, however, that such investments will not: (1) require services on the part of the Employee which would in any way impair the performance of his duties under this Agreement, or (2) in any manner significantly interfere with Employee's responsibilities as an Employee of the Company in accordance with this Agreement. 1.4 Compensation

take no action or fail to take action if such action or failure to act would injure the Company's business, its interests or its reputation. 1.3 Extent of Service. During the Employment Term, the Employee shall devote his full time, attention and energy to the business of the Company, and, except as may be specifically permitted by the Company, shall not be engaged in any other business activity during the term of this Agreement. The foregoing shall not be construed as preventing the Employee from making passive investments in other businesses or enterprises, provided, however, that such investments will not: (1) require services on the part of the Employee which would in any way impair the performance of his duties under this Agreement, or (2) in any manner significantly interfere with Employee's responsibilities as an Employee of the Company in accordance with this Agreement. 1.4 Compensation (a) Salary. The Company shall pay to the Employee a salary at the rate in effect for Employee at the date of this Agreement. Such salary is to be payable in installments in accordance with the payroll policies of the Company in effect from time to time during the term of this Agreement. The Company may (but is not required to) make such upward adjustments to the Employee's salary as it deems appropriate from time to time. (b) Incentive Compensation. In addition to the above salary, the Employee shall be eligible annually for incentive compensation at the discretion of the Compensation Committee. (c) Other Benefits. The Employee shall be reimbursed in accordance with the Company's normal expense reimbursement policy for all of the actual and reasonable costs and expenses accrued by Employee in the performance of his or her services and duties hereunder, including but not limited to, travel and entertainment expenses. The Employee shall be entitled to participate in all insurance, stock options, retirement plans and other benefit plans or programs as may be from time to time specifically adopted and approved by the Company for its employees, in accordance with the eligibility requirements and any other terms and conditions of such plans. It is understood and agreed between the parties hereto that the Company reserves the right, at its sole discretion, to modify, amend or terminate such plans, programs or benefits at any time. 1.5 Termination (a) Death. If the Employee dies during the term of this Agreement and while in the employ of the Company, this Agreement shall automatically terminate and the Company shall have no further obligation to the Employee or his estate except that (i) the Company shall continue to pay the Employee's estate the Employee's salary in installments through the end of the Employment Term which was in effect immediately prior to Employee's death, and (ii) the Company shall pay the Employee's estate any applicable Pro Rated Bonus (defined hereinbelow). 2

(b) Disability. If during the term of this Agreement, the Employee shall be prevented from performing his duties hereunder by reason of disability, then the Company, on 30 days' prior notice to the Employee, may terminate Employee's employment under this Agreement. For purposes of this Agreement, the Employee shall be deemed to have become disabled when the Company, upon the advice of a qualified physician, shall have determined that the Employee has become physically or mentally incapable (excluding infrequent and temporary absences due to ordinary illness) of performing his duties under this Agreement. In the event of a termination pursuant to this paragraph 1.5(b), the Company shall be relieved of all of its obligations under this Agreement, except that the Company shall pay to the Employee (or his estate, in the event of his subsequent death), (i) the Employee's salary in installments through the end of the Employment Term which was in effect immediately prior to Employee's disability, and (ii) any applicable Pro Rated Bonus. Before making any termination decision pursuant to this Section 1.5(b), the Company shall determine whether there is any reasonable accommodation (within the meaning of the Americans With Disabilities Act) which would enable the Employee to perform the essential functions of the Employee's position under this Agreement despite the existence of any such disability. If such a reasonable accommodation is possible, the Company shall make that accommodation and shall not terminate the Employee's employment hereunder during the Employment Term based on such disability.

(b) Disability. If during the term of this Agreement, the Employee shall be prevented from performing his duties hereunder by reason of disability, then the Company, on 30 days' prior notice to the Employee, may terminate Employee's employment under this Agreement. For purposes of this Agreement, the Employee shall be deemed to have become disabled when the Company, upon the advice of a qualified physician, shall have determined that the Employee has become physically or mentally incapable (excluding infrequent and temporary absences due to ordinary illness) of performing his duties under this Agreement. In the event of a termination pursuant to this paragraph 1.5(b), the Company shall be relieved of all of its obligations under this Agreement, except that the Company shall pay to the Employee (or his estate, in the event of his subsequent death), (i) the Employee's salary in installments through the end of the Employment Term which was in effect immediately prior to Employee's disability, and (ii) any applicable Pro Rated Bonus. Before making any termination decision pursuant to this Section 1.5(b), the Company shall determine whether there is any reasonable accommodation (within the meaning of the Americans With Disabilities Act) which would enable the Employee to perform the essential functions of the Employee's position under this Agreement despite the existence of any such disability. If such a reasonable accommodation is possible, the Company shall make that accommodation and shall not terminate the Employee's employment hereunder during the Employment Term based on such disability. (c) Certain Discharges. Prior to the end of the Employment Term, the Company may discharge the Employee for Cause and terminate Employee's employment hereunder without notice and without any further liability hereunder to Employee or his estate. For purposes of this Agreement, "Cause" shall mean a determination by the Company that Employee: (i) has been convicted of a crime involving moral turpitude; (ii) has regularly failed or refused to follow policies or directives established by the Company or the Board of Directors of SCI; (iii) has willfully and persistently failed to attend to his duties; (iv) has committed acts amounting to gross negligence or willful misconduct to the detriment of the Company or its affiliates; (v) has violated any of his obligations under Articles II or III of this Agreement; or (vi) has otherwise breached any of the terms or provisions of this Agreement. (d) Without Cause. Prior to the end of the Employment Term, the employment of the Employee with the Company may be terminated by the Company other than for Cause, death or disability. If such event occurs prior to a Change of Control (defined hereinbelow), the Company shall have no further obligation to Employee or his estate except that the Company shall pay to the Employee (or his estate, in the event of his subsequent death), (i) the Employee's salary in installments through the end of the Employment Term which was in effect immediately prior to Employee's termination, and (ii) any applicable Pro Rated Bonus. (e) Voluntary Termination by Employee. If during the term of this Agreement, the Employee voluntarily terminates his employment with the Company prior to any Change of Control, the Company shall be relieved of all of its obligations under this Agreement, except that the Company shall pay the Employee (or his estate, in the event of his subsequent death) (i) the Employee's salary through the date of Employee's termination, and (ii) any incentive compensation 3

under Section 1.4(b) determined by the Compensation Committee for any fiscal period ended prior to the date of Employee's termination which had not been paid at the time of his termination. All such payments to the Employee or his estate shall be made in the same manner and at the same times as the Employee's salary or incentive compensation would have been paid to the Employee had he not terminated his employment. (f) Change of Control. If (i) a Change of Control occurs during the Employment Term and (ii) within twelve months after such Change of Control the Employee's employment is (x) terminated by the Company other than for Cause, death or disability, or (y) terminated by Employee for any reason or for no reason, then the Company shall be relieved of all of its obligations under this Agreement, except that the Company shall pay the Employee (or his estate, in the event of his subsequent death) in a lump sum in cash within 30 days after the Employee's date of termination the aggregate of the following amounts: (1) Two, multiplied by the Employee's annual salary in effect immediately prior to the Change of Control, plus (2) Any applicable Pro Rated Bonus. The obligations of the Company under this Section 1.5(f) shall remain in effect for twelve months after any

under Section 1.4(b) determined by the Compensation Committee for any fiscal period ended prior to the date of Employee's termination which had not been paid at the time of his termination. All such payments to the Employee or his estate shall be made in the same manner and at the same times as the Employee's salary or incentive compensation would have been paid to the Employee had he not terminated his employment. (f) Change of Control. If (i) a Change of Control occurs during the Employment Term and (ii) within twelve months after such Change of Control the Employee's employment is (x) terminated by the Company other than for Cause, death or disability, or (y) terminated by Employee for any reason or for no reason, then the Company shall be relieved of all of its obligations under this Agreement, except that the Company shall pay the Employee (or his estate, in the event of his subsequent death) in a lump sum in cash within 30 days after the Employee's date of termination the aggregate of the following amounts: (1) Two, multiplied by the Employee's annual salary in effect immediately prior to the Change of Control, plus (2) Any applicable Pro Rated Bonus. The obligations of the Company under this Section 1.5(f) shall remain in effect for twelve months after any Change of Control that occurs during the Employment Term notwithstanding the fact that such twelve month period may extend beyond the expiration of the Employment Term. (g) Post Employment Term Matters. In the event the Employment Term terminates because it is not extended or renewed pursuant to Section 1.1, then the Company shall be relieved of all of its obligations under this Agreement and Employee will thereafter be an employee "at will" of the Company. ARTICLE II INFORMATION 2.1 Nondisclosure of Information. The Employee acknowledges that in the course of his employment by the Company he will receive certain trade secrets, which may include, but are not limited to, programs, lists of acquisition or disposition prospects and knowledge of acquisition strategy, financial information and reports, lists of customers or potential customers and other confidential information and knowledge concerning the business of the Company (hereinafter collectively referred to as "Information") which the Company desires to protect. The Employee understands that the Information is confidential and agrees not to reveal the Information to anyone outside the Company so long as the confidential or secret nature of the Information shall continue, unless compelled to do so by any federal or state regulatory agency or by a court order. If Employee becomes aware that disclosure of any Information is being sought by such an agency or through a court order, Employee will immediately notify the Company. The Employee further agrees that he will at no time use the Information in competing with the Company. Upon 4

termination of Employee's employment with the Company, the Employee shall surrender to the Company all papers, documents, writings and other property produced by him or coming into his possession by or through his employment or relating to the Information, and the Employee agrees that all such materials are and will at all times remain the property of the Company and to the extent the Employee has any rights therein, he hereby irrevocably assigns such rights to the Company. 2.2 Disclosure of Information, Ideas, Concepts, Improvements, Discoveries and Inventions. As part of the Employee's fiduciary duties to the Company, Employee agrees that during his employment by the Company, and for a period of six months after the termination of the employment relationship for any reason, Employee shall promptly disclose in writing to the Company all information, ideas, concepts, improvements, discoveries and inventions, whether patentable or not, and whether or not reduced to practice, which are conceived, developed, made or acquired by Employee, either individually or jointly with others, and which relate to the business, products or services of the Company or any of its subsidiaries or affiliates, irrespective of whether Employee utilized the Company's time or facilities and irrespective of whether such information, idea, concept, improvement, discovery or invention was conceived, developed, discovered or acquired by the Employee on the job, at home, or elsewhere. This obligation extends to all types of information, ideas and concepts, including information, ideas

termination of Employee's employment with the Company, the Employee shall surrender to the Company all papers, documents, writings and other property produced by him or coming into his possession by or through his employment or relating to the Information, and the Employee agrees that all such materials are and will at all times remain the property of the Company and to the extent the Employee has any rights therein, he hereby irrevocably assigns such rights to the Company. 2.2 Disclosure of Information, Ideas, Concepts, Improvements, Discoveries and Inventions. As part of the Employee's fiduciary duties to the Company, Employee agrees that during his employment by the Company, and for a period of six months after the termination of the employment relationship for any reason, Employee shall promptly disclose in writing to the Company all information, ideas, concepts, improvements, discoveries and inventions, whether patentable or not, and whether or not reduced to practice, which are conceived, developed, made or acquired by Employee, either individually or jointly with others, and which relate to the business, products or services of the Company or any of its subsidiaries or affiliates, irrespective of whether Employee utilized the Company's time or facilities and irrespective of whether such information, idea, concept, improvement, discovery or invention was conceived, developed, discovered or acquired by the Employee on the job, at home, or elsewhere. This obligation extends to all types of information, ideas and concepts, including information, ideas and concepts relating to new types of services, corporate opportunities, acquisition prospects, the identity of key representatives within acquisition prospect organizations, prospective names or service marks for the Company's business activities, and the like. 2.3 Ownership of Information, Ideas, Concepts, Improvements, Discoveries and Inventions and All Original Works of Authorship. (a) All information, ideas, concepts, improvements, discoveries and inventions, whether patentable or not, which are conceived, made, developed or acquired by Employee or which are disclosed or made known to Employee, individually or in conjunction with others, during Employee's employment by the Company and which relate to the Company's business, products or services (including but not limited to all such information relating to corporate opportunities, research, financial and sales data, pricing and trading terms, evaluations, opinions, interpretations, acquisition prospects, the identity of customers or their requirements, the identity of key contacts within the customer's organization or within the organization of acquisition prospects, or marketing and merchandising techniques, prospective names and marks), are and shall be the sole and exclusive property of the Company. Moreover, all drawings, memoranda, notes, records, files, correspondence, manuals, models, specifications, computer programs, maps and all other writings or materials of any type embodying any of such information, ideas, concepts, improvements, discoveries and inventions are and shall be the sole and exclusive property of the Company. (b) In particular, Employee hereby specifically sells, assigns and transfers to the Company all of his worldwide right, title and interest in and to all such information, ideas, concepts, improvements, discoveries or inventions described in Section 2.3 (a) above, and any 5

United States or foreign applications for patents, inventor's certificates or other industrial rights that may be filed thereon, including divisions, continuations, continuations-in-part, reissues and/or extensions thereof, and applications for registration of such names and marks. Both during the period of Employee's employment by the Company and thereafter, Employee shall assist the Company and its nominees at all times in the protection of such information, ideas, concepts, improvements, discoveries or inventions both in the United States and all foreign countries, including but not limited to the execution of all lawful oaths and all assignment documents requested by the Company or its nominee in connection with the preparation, prosecution, issuance or enforcement of any applications for United States or foreign letters patent, including divisions, continuations, continuations-in-part, reissues, and/or extensions thereof, and any application for the registration of such names and marks. (c) Moreover, if during Employee's employment by the Company, Employee creates any original work of authorship fixed in any tangible medium of expression which is the subject matter of copyright (such as videotapes, written presentations on acquisitions, computer programs, drawing, maps, architectural renditions, models, manuals, brochures or the like) relating to the Company's business, products, or services, whether such

United States or foreign applications for patents, inventor's certificates or other industrial rights that may be filed thereon, including divisions, continuations, continuations-in-part, reissues and/or extensions thereof, and applications for registration of such names and marks. Both during the period of Employee's employment by the Company and thereafter, Employee shall assist the Company and its nominees at all times in the protection of such information, ideas, concepts, improvements, discoveries or inventions both in the United States and all foreign countries, including but not limited to the execution of all lawful oaths and all assignment documents requested by the Company or its nominee in connection with the preparation, prosecution, issuance or enforcement of any applications for United States or foreign letters patent, including divisions, continuations, continuations-in-part, reissues, and/or extensions thereof, and any application for the registration of such names and marks. (c) Moreover, if during Employee's employment by the Company, Employee creates any original work of authorship fixed in any tangible medium of expression which is the subject matter of copyright (such as videotapes, written presentations on acquisitions, computer programs, drawing, maps, architectural renditions, models, manuals, brochures or the like) relating to the Company's business, products, or services, whether such work is created solely by Employee or jointly with others, the Company shall be deemed the author of such work if the work is prepared by Employee in the scope of his or her employment; or, if the work is not prepared by Employee within the scope of his or her employment but is specially ordered by Company as a contribution to a collective work, as a part of a motion picture or other audiovisual work, as a translation, as a supplementary work, as a compilation or as an instructional text, then the work shall be considered to be work made for hire and the Company shall be considered the author of the work. In the event such work is neither prepared by the Employee within the scope of his or her employment or is not a work specially ordered and deemed to be a work made for hire, then Employee hereby agrees to assign, and by these presents, does assign, to the Company all of Employee's worldwide right, title and interest in and to the work and all rights of copyright therein. Both during the period of Employee's employment by the Company and thereafter, Employee agrees to assist the Company and its nominee, at any time, in protection of the Company's worldwide right, title and interest in and to the work and all rights of copyright therein, including but not limited to, the execution of all formal assignment documents requested by the Company or its nominees and the execution of all lawful oaths and applications for registration of copyright in the United States and foreign countries. ARTICLE III NONCOMPETITION 3.1 Noncompetition. During the Employment Term (and for a period of one or two years thereafter if the Company exercises its options under Section 3.2 hereof), Employee shall not, acting alone or in conjunction with others, directly or indirectly, in any market in which the Company or any of its affiliated companies conducts business, work for or engage in any business in competition with the business conducted by the Company or any of its affiliated companies, 6

whether for his own account or by soliciting, canvassing or accepting any business or transaction for or from any other company or business in competition with such business of the Company or any of its affiliated companies. In the event that a court should determine that any restriction herein is unenforceable, the parties hereto agree that the obligations under this paragraph shall be enforceable for the maximum term and maximum geographical area allowable by law. 3.2 Extension. The Company shall have the option to extend Employee's obligations under Section 3.1 for one additional year (the "First Extension Term") beyond the end of the Employment Term. If the Company exercises such option, it shall be required to pay Employee an amount equal to one year's salary, based on Employee's salary rate as of the date his employment with the Company ceased (the "Noncompetition Payment"). Such Noncompetition Payment shall be made in 12 equal monthly installments (each installment being an amount equal to 1/12th of such annual salary) commencing on the date which is thirty (30) days after the last day of the Employment Term. Subsequent payments shall be made on the same day of each succeeding month until 12 payments have been made. If the Employee breaches his noncompetition obligations, the Company shall be entitled to cease making such monthly payments. The purpose of this paragraph is to make the noncompetition obligation of the Employee more reasonable from the Employee's point of view. The amounts to be paid by the

whether for his own account or by soliciting, canvassing or accepting any business or transaction for or from any other company or business in competition with such business of the Company or any of its affiliated companies. In the event that a court should determine that any restriction herein is unenforceable, the parties hereto agree that the obligations under this paragraph shall be enforceable for the maximum term and maximum geographical area allowable by law. 3.2 Extension. The Company shall have the option to extend Employee's obligations under Section 3.1 for one additional year (the "First Extension Term") beyond the end of the Employment Term. If the Company exercises such option, it shall be required to pay Employee an amount equal to one year's salary, based on Employee's salary rate as of the date his employment with the Company ceased (the "Noncompetition Payment"). Such Noncompetition Payment shall be made in 12 equal monthly installments (each installment being an amount equal to 1/12th of such annual salary) commencing on the date which is thirty (30) days after the last day of the Employment Term. Subsequent payments shall be made on the same day of each succeeding month until 12 payments have been made. If the Employee breaches his noncompetition obligations, the Company shall be entitled to cease making such monthly payments. The purpose of this paragraph is to make the noncompetition obligation of the Employee more reasonable from the Employee's point of view. The amounts to be paid by the Company are not intended to be liquidated damages or an estimate of the actual damages that would be sustained by the Company if the Employee breaches his post-employment noncompetition obligation. If the Employee breaches his post-employment noncompetition obligation, the Company shall be entitled to all of its remedies at law or in equity for damages and injunctive relief. The Company may exercise the option conferred by this paragraph at any time within 30 days after the last day of the Employment Term by mailing written notice of such exercise to Employee. If the Company exercises its option to extend Employee's obligations as set forth in the preceding paragraph, then the Company shall have the option to extend Employee's obligations under Section 3.1 for one additional year (the "Second Extension Term") beyond the end of the First Extension Term. If the Company exercises its option to extend Employee's obligations for the Second Extension Term, the rights and obligations of the parties set forth in the preceding paragraph shall be applicable during the Second Extension Term. The Company may exercise the option conferred by this paragraph at any time within 30 days after the last day of the First Extension Term by mailing written notice of such exercise to Employee. 3.3 Termination For Cause or Termination By Employee. Notwithstanding anything to the contrary in this Agreement, in the event that Employee's employment hereunder is terminated for Cause pursuant to Section 1.5 (c) hereof, or in the event Employee voluntarily terminates the employment relationship for any reason other than a material breach of this Agreement by the Company, the noncompetition obligations of Employee described in Section 3.1 above shall automatically continue for a period of two years from the date the employment relationship ceases, and the Company shall not be required to (i) make any payments to Employee in consideration for such obligations, or (ii) provide any notice to Employee. Notwithstanding the foregoing, this Section 3.3 shall not be applicable in the event Employee voluntarily terminates the employment 7

relationship within twelve months after a Change of Control that occurs during the Employment Term. 3.4 Obligations to Refrain From Competing Unfairly. In addition to the other obligations agreed to by Employee in this Agreement, Employee agrees that during the Employment Term and for five (5) year(s) thereafter, he shall not at any time, directly or indirectly for the benefit or any other party than the Company or any of its affiliated companies, (a) induce, entice, or solicit any employee of the Company or any of its affiliated companies to leave his employment, or (b) contact, communicate or solicit any customer of the Company or any of its affiliated companies derived from any customer list, customer lead, mail, printed matter or other information secured from the Company or any of its affiliated companies or their present or past employees, or (c) in any other manner use any customer lists or customer leads, mail, telephone numbers, printed material or material of the Company or any of its affiliated companies relating thereto. 3.5 Acknowledgement. Employee acknowledges that Employee's compliance with the provisions of this Article III is necessary to protect the existing goodwill and other proprietary rights of the Company, as well as all goodwill and relationships that may be acquired or enhanced during the course of Employee's employment with

relationship within twelve months after a Change of Control that occurs during the Employment Term. 3.4 Obligations to Refrain From Competing Unfairly. In addition to the other obligations agreed to by Employee in this Agreement, Employee agrees that during the Employment Term and for five (5) year(s) thereafter, he shall not at any time, directly or indirectly for the benefit or any other party than the Company or any of its affiliated companies, (a) induce, entice, or solicit any employee of the Company or any of its affiliated companies to leave his employment, or (b) contact, communicate or solicit any customer of the Company or any of its affiliated companies derived from any customer list, customer lead, mail, printed matter or other information secured from the Company or any of its affiliated companies or their present or past employees, or (c) in any other manner use any customer lists or customer leads, mail, telephone numbers, printed material or material of the Company or any of its affiliated companies relating thereto. 3.5 Acknowledgement. Employee acknowledges that Employee's compliance with the provisions of this Article III is necessary to protect the existing goodwill and other proprietary rights of the Company, as well as all goodwill and relationships that may be acquired or enhanced during the course of Employee's employment with the Company, and all confidential information which may come into existence or to which Employee may have access during his employment with the Company. Employee further acknowledges that Employee will become familiar with certain of the Company's affairs, operations, customers and confidential information and data by means of his employment with the Company, and that failure to comply with the provisions of this Article III will result in irreparable and continuing damage to the Company for which there will be no adequate remedy at law. The Company shall be entitled to all of its remedies at law or in equity for damages and injunctive relief in the event of any violation of this Article III by Employee. ARTICLE IV MISCELLANEOUS 4.1 Notices. All notices, requests, consents and other communications under this Agreement shall be in writing and shall be deemed to have been delivered on the date personally delivered or on the date mailed, postage prepaid, by certified mail, return receipt requested, or telegraphed and confirmed if addressed to the respective parties as follows: If to the Employee:

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If to the Company: General Counsel c/o SCI Executive Services, Inc. 1929 Allen Parkway Houston, Texas 77019 Attention: Legal Department Either party hereto may designate a different address by providing written notice of such new address to the other party hereto. 4.2 Entire Agreement. This Agreement replaces and merges all previous agreements and discussions relating to the same or similar subject matters between Employee and the Company (or any of its affiliates) and constitutes the entire agreement between the Employee and the Company (and any of its affiliates) with respect to the subject matter of this Agreement. Any existing employment agreement between the Employee and the Company (or any of its affiliates) is hereby terminated, effective immediately. This Agreement may not be modified in any respect by any verbal statement, representation or agreement made by an employee, officer, or representative of the Company or by any written agreement unless signed by an officer of the Company who is expressly authorized by the Company to execute such document.

If to the Company: General Counsel c/o SCI Executive Services, Inc. 1929 Allen Parkway Houston, Texas 77019 Attention: Legal Department Either party hereto may designate a different address by providing written notice of such new address to the other party hereto. 4.2 Entire Agreement. This Agreement replaces and merges all previous agreements and discussions relating to the same or similar subject matters between Employee and the Company (or any of its affiliates) and constitutes the entire agreement between the Employee and the Company (and any of its affiliates) with respect to the subject matter of this Agreement. Any existing employment agreement between the Employee and the Company (or any of its affiliates) is hereby terminated, effective immediately. This Agreement may not be modified in any respect by any verbal statement, representation or agreement made by an employee, officer, or representative of the Company or by any written agreement unless signed by an officer of the Company who is expressly authorized by the Company to execute such document. 4.3 Specific Performance. The Employee acknowledges that a remedy at law for any breach of Article II or III of this Agreement will be inadequate, agrees that the Company shall be entitled to specific performance and injunctive and other equitable relief in case of any such breach or attempted breach, and further agrees to waive any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or any other equitable relief. 4.4 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid or unenforceable under applicable law, such provision shall be ineffective to the extent of such prohibition, invalidity or unenforceability without invalidating the remainder of such provision or the remaining provisions of this Agreement. 4.5 Assignment. This Agreement may not be assigned by the Employee. Neither the Employee, his spouse, nor his estate shall have any right to commute, encumber or dispose of any right to receive payments hereunder, it being understood that such payments and the right thereto are nonassignable and nontransferable. This Agreement may be assigned by the Company. 4.6 Binding Effect. Subject to the provisions of Section 4.5 of this Agreement, this Agreement shall be binding upon and inure to the benefit of the parties hereto, the Employee's heirs and personal representatives, and the successors and assigns of the Company. 9

4.7 Captions. The section and paragraph headings in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 4.8 Governing Law. This Agreement shall be construed and enforced in accordance with, and governed by, the laws of Texas. 4.9 Counterparts. This Agreement may be executed in multiple original counterparts, each of which shall be deemed an original, but all of which together shall constitute the same instrument. 4.10 Survival of Certain Obligations. Employee's obligations under Articles II and III hereof shall survive any termination of Employee's employment hereunder. 4.11 Waiver. The waiver by either party of any right hereunder or of any breach of this Agreement shall not operate as or be construed to be an amendment of this Agreement or a waiver of any future right or breach.

4.7 Captions. The section and paragraph headings in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 4.8 Governing Law. This Agreement shall be construed and enforced in accordance with, and governed by, the laws of Texas. 4.9 Counterparts. This Agreement may be executed in multiple original counterparts, each of which shall be deemed an original, but all of which together shall constitute the same instrument. 4.10 Survival of Certain Obligations. Employee's obligations under Articles II and III hereof shall survive any termination of Employee's employment hereunder. 4.11 Waiver. The waiver by either party of any right hereunder or of any breach of this Agreement shall not operate as or be construed to be an amendment of this Agreement or a waiver of any future right or breach. 4.12 Gender. All references to the masculine pronoun herein are used for convenience and ease of reading only and are intended and apply to the feminine gender as well. 4.13 Dispute Resolution. (a) Employee and the Company agree that, except for the matters identified in Section 4.13(b) below, all disputes relating to any aspects of Employee's employment with the Company shall be resolved by binding arbitration. This includes, but is not limited to, any claims against the Company, its affiliates or their officers, directors, employees, or agents for breach of contract, wrongful discharge, discrimination, harassment, defamation, misrepresentation, and emotional distress, as well as any disputes pertaining to the meaning or effect of this Agreement. (b) It is expressly agreed that this Section 4.13 shall not govern claims for workers' compensation or unemployment benefits, or any claim by the Company against Employee which is based on fraud, theft or other dishonest conduct of Employee. (c) Any claim which either party has against the other must be presented in writing by the claiming party to the other within one year of the date the claiming party knew or should have known of the facts giving rise to the claim. Otherwise, the claim shall be deemed waived and forever barred even if there is a federal or state statute of limitations which would have given more time to pursue the claim. (d) Each party may retain legal counsel and shall pay its own costs and attorneys' fees, regardless of the outcome of the arbitration. Each party shall pay one-half of the 10

compensation to be paid to the arbitrators, as well as one-half of any other costs relating to the administration of the arbitration proceeding (for example, room rental, court reporter, etc.). (e) An arbitrator shall be selected by mutual agreement of the parties. If the parties are unable to agree on a single arbitrator, each party shall select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The three arbitrators so selected will then hear and decide the matter. All arbitrators must be attorneys, judges or retired judges who are licensed to practice law in the state where the Employee is or most recently was employed by the Company. The arbitration proceedings shall be conducted within the county in which Employee is or most recently was employed by the Company or at another mutually agreeable location. (f) Except as otherwise provided herein, the arbitration proceedings shall be conducted in accordance with the statutes, rules or regulations governing arbitration in the state in which Employee is or most recently was employed by the Company. In the absence of such statutes, rules or regulations, the arbitration proceedings shall be conducted in accordance with the employment arbitration rules of the American Arbitration Association ("AAA"); provided however, that the foregoing reference to the AAA rules shall not be deemed to require any filing with that organization, nor any direct involvement of that organization. In the event of any inconsistency

compensation to be paid to the arbitrators, as well as one-half of any other costs relating to the administration of the arbitration proceeding (for example, room rental, court reporter, etc.). (e) An arbitrator shall be selected by mutual agreement of the parties. If the parties are unable to agree on a single arbitrator, each party shall select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The three arbitrators so selected will then hear and decide the matter. All arbitrators must be attorneys, judges or retired judges who are licensed to practice law in the state where the Employee is or most recently was employed by the Company. The arbitration proceedings shall be conducted within the county in which Employee is or most recently was employed by the Company or at another mutually agreeable location. (f) Except as otherwise provided herein, the arbitration proceedings shall be conducted in accordance with the statutes, rules or regulations governing arbitration in the state in which Employee is or most recently was employed by the Company. In the absence of such statutes, rules or regulations, the arbitration proceedings shall be conducted in accordance with the employment arbitration rules of the American Arbitration Association ("AAA"); provided however, that the foregoing reference to the AAA rules shall not be deemed to require any filing with that organization, nor any direct involvement of that organization. In the event of any inconsistency between this Agreement and the statutes, rules or regulations to be applied pursuant to this paragraph, the terms of this Agreement shall apply. (g) The arbitrator shall issue a written award, which shall contain, at a minimum, the names of the parties, a summary of the issues in controversy, and a description of the award issued. Upon motion to a court of competent jurisdiction, either party may obtain a judgment or decree in conformity with the arbitration award, and said award shall be enforced as any other judgment or decree. (h) In resolving claims governed by this Section 4.13, the arbitrator shall apply the laws of the state in which Employee is or most recently was employed by the Company, and/or federal law, if applicable. (i) Employee and the Company agree and acknowledge that any arbitration proceedings between them, and the outcome of such proceedings, shall be kept strictly confidential; provided however, that the Company may disclose such information to the extent required by law and to its employees, agents and professional advisors who have a legitimate need to know such information, and the Employee may disclose such information (1) to the extent required by law, (2) to the extent that the Employee is required to disclose same to professional persons assisting Employee in preparing tax returns; and (3) to Employee's legal counsel. 4.14 Change of Control. "Change of Control" means the happening of any of the following events: 11

(a) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person"), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (A) the then outstanding shares of Common Stock of SCI (the "Outstanding SCI Common Stock") or (B) the combined voting power of the then outstanding voting securities of SCI entitled to vote generally in the election of directors (the "Outstanding SCI Voting Securities"); provided, however, that the following acquisitions shall not constitute a Change of Control under this subsection (a): (i) any acquisition directly from SCI (excluding an acquisition by virtue of the exercise of a conversion privilege), (ii) any acquisition by SCI, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by SCI or any corporation controlled by SCI, or (iv) any acquisition by any corporation pursuant to a reorganization, merger or consolidation, if, following such reorganization, merger or consolidation, the conditions described in clauses (A), (B) and (C) of subsection (c) of this definition of "Change of Control" are satisfied; or (b) Individuals who, as of the effective date hereof, constitute the Board of Directors of SCI (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board of Directors of SCI; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by SCI's shareholders, was approved by (A) a vote of at least a majority of the directors then comprising the Incumbent Board, or (B) a vote of at least a majority of the directors then comprising the

(a) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person"), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (A) the then outstanding shares of Common Stock of SCI (the "Outstanding SCI Common Stock") or (B) the combined voting power of the then outstanding voting securities of SCI entitled to vote generally in the election of directors (the "Outstanding SCI Voting Securities"); provided, however, that the following acquisitions shall not constitute a Change of Control under this subsection (a): (i) any acquisition directly from SCI (excluding an acquisition by virtue of the exercise of a conversion privilege), (ii) any acquisition by SCI, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by SCI or any corporation controlled by SCI, or (iv) any acquisition by any corporation pursuant to a reorganization, merger or consolidation, if, following such reorganization, merger or consolidation, the conditions described in clauses (A), (B) and (C) of subsection (c) of this definition of "Change of Control" are satisfied; or (b) Individuals who, as of the effective date hereof, constitute the Board of Directors of SCI (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board of Directors of SCI; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by SCI's shareholders, was approved by (A) a vote of at least a majority of the directors then comprising the Incumbent Board, or (B) a vote of at least a majority of the directors then comprising the Executive Committee of the Board of Directors of SCI at a time when such committee was comprised of at least five members and all members of such committee were either members of the Incumbent Board or considered as being members of the Incumbent Board pursuant to clause (A) of this subsection (b), shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors of SCI; or (c) Approval by the shareholders of SCI of a reorganization, merger or consolidation, in each case, unless, following such reorganization, merger or consolidation, (A) more than 60% of, respectively, the then outstanding shares of common stock of the corporation resulting from such reorganization, merger or consolidation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding SCI Common Stock and Outstanding SCI Voting Securities immediately prior to such reorganization, merger or consolidation in substantially the same proportions as their ownership, immediately prior to such reorganization, merger or consolidation, of the Outstanding SCI Common Stock and Outstanding SCI Voting Securities, as the case may be, (B) no Person (excluding SCI, any employee benefit plan (or related trust) of SCI or such corporation resulting from such reorganization, merger or consolidation, and any Person beneficially owning, immediately prior 12

to such reorganization, merger or consolidation, directly or indirectly, 20% or more of the Outstanding SCI Common Stock or Outstanding SCI Voting Securities, as the case may be) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such reorganization, merger or consolidation or the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors and (C) at least a majority of the members of the board of directors of the corporation resulting from such reorganization, merger or consolidation were members of the Incumbent Board at the time of the execution of the initial agreement providing for such reorganization, merger or consolidation; or (d) Approval by the shareholders of SCI of (A) a complete liquidation or dissolution of SCI or (B) the sale or other disposition of all or substantially all of the assets of SCI other than to a corporation, with respect to which following such sale or other disposition, (i) more than 60% of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is the beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding SCI Common Stock and Outstanding SCI Voting Securities immediately prior to such sale or

to such reorganization, merger or consolidation, directly or indirectly, 20% or more of the Outstanding SCI Common Stock or Outstanding SCI Voting Securities, as the case may be) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such reorganization, merger or consolidation or the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors and (C) at least a majority of the members of the board of directors of the corporation resulting from such reorganization, merger or consolidation were members of the Incumbent Board at the time of the execution of the initial agreement providing for such reorganization, merger or consolidation; or (d) Approval by the shareholders of SCI of (A) a complete liquidation or dissolution of SCI or (B) the sale or other disposition of all or substantially all of the assets of SCI other than to a corporation, with respect to which following such sale or other disposition, (i) more than 60% of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is the beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding SCI Common Stock and Outstanding SCI Voting Securities immediately prior to such sale or other disposition in substantially the same proportion as their ownership, immediately prior to such sale or other disposition, of the Outstanding SCI Common Stock and Outstanding SCI Voting Securities, as the case may be, (ii) no Person (excluding SCI and any employee benefit plan (or related trust) of SCI or such corporation, and any Person beneficially owning, immediately prior to such sale or other disposition, directly or indirectly, 20% or more of the Outstanding SCI Common Stock or Outstanding SCI Voting Securities, as the case may be) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors and (iii) at least a majority of the members of the board of directors of such corporation were members of the Incumbent Board at the time of the execution of the initial agreement or action of the Board of Directors of SCI providing for such sale or other disposition of assets of SCI. 4.15 Pro Rated Bonus. "Pro Rated Bonus" shall mean, a bonus equal to the product of (i) the bonus Employee did not receive but would have received under Section 1.4(b) if he had remained an employee through the end of the Employment Term, it being understood that the amount of such bonus Employee would have received shall be determined by reference to the average amount of bonus actually awarded to other officers who were at the same or comparable level of responsibility as Employee immediately prior to his termination, and (ii) a fraction, the denominator of which is 365 and the numerator of which is the number of days in the fiscal year being considered through the date of death, determination of disability or notice of termination of employment, whichever is applicable. In the event that a majority of SCI officers do not receive a bonus for the fiscal year being considered, then the Pro Rated Bonus shall not be applicable and Employee shall not be entitled to a Pro Rated Bonus. Any Pro Rated Bonus payable to Employee 13

shall be paid within 60 days of the date of the event which triggers payment of the Pro Rated Bonus. Notwithstanding anything herein to the contrary, the Company shall never be obligated to pay more than one Pro Rated Bonus. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first above written. "COMPANY" SCI Executive Services, Inc.
By: /s/ Ray A. Gipson -------------------------------------Ray A. Gipson Vice President

shall be paid within 60 days of the date of the event which triggers payment of the Pro Rated Bonus. Notwithstanding anything herein to the contrary, the Company shall never be obligated to pay more than one Pro Rated Bonus. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first above written. "COMPANY" SCI Executive Services, Inc.
By: /s/ Ray A. Gipson -------------------------------------Ray A. Gipson Vice President

"EMPLOYEE"
/s/ B. D. Hunter ------------------------------------------

14

EXHIBIT 10.11 EMPLOYMENT AND NONCOMPETITION AGREEMENT THIS AGREEMENT is made and effective this 28th day of February, 2001 between SCI Executive Services, Inc., a Delaware corporation (the "Company"), and Jeffrey E. Curtiss (the "Employee"): ARTICLE I EMPLOYMENT 1.1 Employment Term. The Company agrees to employ the Employee and the Employee agrees to accept such employment, in accordance with the terms and conditions of this Agreement, for the period beginning on the date of this Agreement and ending as of the close of business on December 31, 2001 (such period together with all extensions thereof are referred to hereinafter as the "Employment Term"); provided, however, that commencing on January 1, 2002, and on each January 1 thereafter (each such date shall be hereinafter referred to as a "Renewal Date"), the Employment Term shall be extended so as to terminate one year from such Renewal Date if (i) the Company notifies the Employee in writing of such extension at least thirty days prior to such Renewal Date and (ii) the Employee has not previously given the Company written notice that the Employment Term shall not be so extended. In the event that the Company gives the Employee written notice at any time of its intention not to renew the Employment Term, then the Employment Term shall terminate on December 31 of the year in which such notice of non-renewal is given and shall not thereafter be further extended. If the Company fails to notify the Employee at least thirty days prior to a Renewal Date either of its intention to extend the Employment Term as provided above or its intention not to so extend the Employment Term, then the Employment Term shall not be extended and shall terminate as of the day prior to such Renewal Date. 1.2 Duties. The Employee shall serve the Company in an executive or managerial capacity and shall hold such title as may be authorized from time to time by the Board of Directors of Service Corporation International ("SCI"). The Employee shall have the duties, powers and authority consistent therewith and such other powers as are delegated to him in writing from time to time by the Board of Directors of SCI. If the Employee is elected to any office or other position with the Company during the term of this Agreement, the Employee will serve in such capacity or capacities without further compensation unless the Compensation Committee (the "Compensation Committee") of the Board of Directors of SCI authorizes additional compensation. The Employee's title and

EXHIBIT 10.11 EMPLOYMENT AND NONCOMPETITION AGREEMENT THIS AGREEMENT is made and effective this 28th day of February, 2001 between SCI Executive Services, Inc., a Delaware corporation (the "Company"), and Jeffrey E. Curtiss (the "Employee"): ARTICLE I EMPLOYMENT 1.1 Employment Term. The Company agrees to employ the Employee and the Employee agrees to accept such employment, in accordance with the terms and conditions of this Agreement, for the period beginning on the date of this Agreement and ending as of the close of business on December 31, 2001 (such period together with all extensions thereof are referred to hereinafter as the "Employment Term"); provided, however, that commencing on January 1, 2002, and on each January 1 thereafter (each such date shall be hereinafter referred to as a "Renewal Date"), the Employment Term shall be extended so as to terminate one year from such Renewal Date if (i) the Company notifies the Employee in writing of such extension at least thirty days prior to such Renewal Date and (ii) the Employee has not previously given the Company written notice that the Employment Term shall not be so extended. In the event that the Company gives the Employee written notice at any time of its intention not to renew the Employment Term, then the Employment Term shall terminate on December 31 of the year in which such notice of non-renewal is given and shall not thereafter be further extended. If the Company fails to notify the Employee at least thirty days prior to a Renewal Date either of its intention to extend the Employment Term as provided above or its intention not to so extend the Employment Term, then the Employment Term shall not be extended and shall terminate as of the day prior to such Renewal Date. 1.2 Duties. The Employee shall serve the Company in an executive or managerial capacity and shall hold such title as may be authorized from time to time by the Board of Directors of Service Corporation International ("SCI"). The Employee shall have the duties, powers and authority consistent therewith and such other powers as are delegated to him in writing from time to time by the Board of Directors of SCI. If the Employee is elected to any office or other position with the Company during the term of this Agreement, the Employee will serve in such capacity or capacities without further compensation unless the Compensation Committee (the "Compensation Committee") of the Board of Directors of SCI authorizes additional compensation. The Employee's title and duties may be changed from time to time at the discretion of the Company. The Employee also agrees to perform, without additional compensation, such other services for the Company and for any subsidiary or affiliated corporations of the Company or for any partnerships in which the Company has an interest, as the Company shall from time to time specify. The term "Company" as used hereinafter shall be deemed to include and refer to subsidiaries and affiliated corporations and partnerships. Employee agrees and acknowledges that he owes, and will comply with, a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best interests of the Company and to 1

take no action or fail to take action if such action or failure to act would injure the Company's business, its interests or its reputation. 1.3 Extent of Service. During the Employment Term, the Employee shall devote his full time, attention and energy to the business of the Company, and, except as may be specifically permitted by the Company, shall not be engaged in any other business activity during the term of this Agreement. The foregoing shall not be construed as preventing the Employee from making passive investments in other businesses or enterprises, provided, however, that such investments will not: (1) require services on the part of the Employee which would in any way impair the performance of his duties under this Agreement, or (2) in any manner significantly interfere with Employee's responsibilities as an Employee of the Company in accordance with this Agreement. 1.4 Compensation (a) Salary. The Company shall pay to the Employee a salary at the rate in effect for Employee at the date of this

take no action or fail to take action if such action or failure to act would injure the Company's business, its interests or its reputation. 1.3 Extent of Service. During the Employment Term, the Employee shall devote his full time, attention and energy to the business of the Company, and, except as may be specifically permitted by the Company, shall not be engaged in any other business activity during the term of this Agreement. The foregoing shall not be construed as preventing the Employee from making passive investments in other businesses or enterprises, provided, however, that such investments will not: (1) require services on the part of the Employee which would in any way impair the performance of his duties under this Agreement, or (2) in any manner significantly interfere with Employee's responsibilities as an Employee of the Company in accordance with this Agreement. 1.4 Compensation (a) Salary. The Company shall pay to the Employee a salary at the rate in effect for Employee at the date of this Agreement. Such salary is to be payable in installments in accordance with the payroll policies of the Company in effect from time to time during the term of this Agreement. The Company may (but is not required to) make such upward adjustments to the Employee's salary as it deems appropriate from time to time. (b) Incentive Compensation. In addition to the above salary, the Employee shall be eligible annually for incentive compensation at the discretion of the Compensation Committee. (c) Other Benefits. The Employee shall be reimbursed in accordance with the Company's normal expense reimbursement policy for all of the actual and reasonable costs and expenses accrued by Employee in the performance of his or her services and duties hereunder, including but not limited to, travel and entertainment expenses. The Employee shall be entitled to participate in all insurance, stock options, retirement plans and other benefit plans or programs as may be from time to time specifically adopted and approved by the Company for its employees, in accordance with the eligibility requirements and any other terms and conditions of such plans. It is understood and agreed between the parties hereto that the Company reserves the right, at its sole discretion, to modify, amend or terminate such plans, programs or benefits at any time. 1.5 Termination (a) Death. If the Employee dies during the term of this Agreement and while in the employ of the Company, this Agreement shall automatically terminate and the Company shall have no further obligation to the Employee or his estate except that (i) the Company shall continue to pay the Employee's estate the Employee's salary in installments through the end of the Employment Term which was in effect immediately prior to Employee's death, and (ii) the Company shall pay the Employee's estate any applicable Pro Rated Bonus (defined hereinbelow). 2

(b) Disability. If during the term of this Agreement, the Employee shall be prevented from performing his duties hereunder by reason of disability, then the Company, on 30 days' prior notice to the Employee, may terminate Employee's employment under this Agreement. For purposes of this Agreement, the Employee shall be deemed to have become disabled when the Company, upon the advice of a qualified physician, shall have determined that the Employee has become physically or mentally incapable (excluding infrequent and temporary absences due to ordinary illness) of performing his duties under this Agreement. In the event of a termination pursuant to this paragraph 1.5(b), the Company shall be relieved of all of its obligations under this Agreement, except that the Company shall pay to the Employee (or his estate, in the event of his subsequent death), (i) the Employee's salary in installments through the end of the Employment Term which was in effect immediately prior to Employee's disability, and (ii) any applicable Pro Rated Bonus. Before making any termination decision pursuant to this Section 1.5(b), the Company shall determine whether there is any reasonable accommodation (within the meaning of the Americans With Disabilities Act) which would enable the Employee to perform the essential functions of the Employee's position under this Agreement despite the existence of any such disability. If such a reasonable accommodation is possible, the Company shall make that accommodation and shall not terminate the Employee's employment hereunder during the Employment Term based on such disability.

(b) Disability. If during the term of this Agreement, the Employee shall be prevented from performing his duties hereunder by reason of disability, then the Company, on 30 days' prior notice to the Employee, may terminate Employee's employment under this Agreement. For purposes of this Agreement, the Employee shall be deemed to have become disabled when the Company, upon the advice of a qualified physician, shall have determined that the Employee has become physically or mentally incapable (excluding infrequent and temporary absences due to ordinary illness) of performing his duties under this Agreement. In the event of a termination pursuant to this paragraph 1.5(b), the Company shall be relieved of all of its obligations under this Agreement, except that the Company shall pay to the Employee (or his estate, in the event of his subsequent death), (i) the Employee's salary in installments through the end of the Employment Term which was in effect immediately prior to Employee's disability, and (ii) any applicable Pro Rated Bonus. Before making any termination decision pursuant to this Section 1.5(b), the Company shall determine whether there is any reasonable accommodation (within the meaning of the Americans With Disabilities Act) which would enable the Employee to perform the essential functions of the Employee's position under this Agreement despite the existence of any such disability. If such a reasonable accommodation is possible, the Company shall make that accommodation and shall not terminate the Employee's employment hereunder during the Employment Term based on such disability. (c) Certain Discharges. Prior to the end of the Employment Term, the Company may discharge the Employee for Cause and terminate Employee's employment hereunder without notice and without any further liability hereunder to Employee or his estate. For purposes of this Agreement, "Cause" shall mean a determination by the Company that Employee: (i) has been convicted of a crime involving moral turpitude; (ii) has regularly failed or refused to follow policies or directives established by the Company or the Board of Directors of SCI; (iii) has willfully and persistently failed to attend to his duties; (iv) has committed acts amounting to gross negligence or willful misconduct to the detriment of the Company or its affiliates; (v) has violated any of his obligations under Articles II or III of this Agreement; or (vi) has otherwise breached any of the terms or provisions of this Agreement. (d) Without Cause. Prior to the end of the Employment Term, the employment of the Employee with the Company may be terminated by the Company other than for Cause, death or disability. If such event occurs prior to a Change of Control (defined hereinbelow), the Company shall have no further obligation to Employee or his estate except that the Company shall pay to the Employee (or his estate, in the event of his subsequent death), (i) the Employee's salary in installments through the end of the Employment Term which was in effect immediately prior to Employee's termination, and (ii) any applicable Pro Rated Bonus. (e) Voluntary Termination by Employee. If during the term of this Agreement, the Employee voluntarily terminates his employment with the Company prior to any Change of Control, the Company shall be relieved of all of its obligations under this Agreement, except that the Company shall pay the Employee (or his estate, in the event of his subsequent death) (i) the Employee's salary through the date of Employee's termination, and (ii) any incentive compensation 3

under Section 1.4(b) determined by the Compensation Committee for any fiscal period ended prior to the date of Employee's termination which had not been paid at the time of his termination. All such payments to the Employee or his estate shall be made in the same manner and at the same times as the Employee's salary or incentive compensation would have been paid to the Employee had he not terminated his employment. (f) Change of Control. If (i) a Change of Control occurs during the Employment Term and (ii) within twelve months after such Change of Control the Employee's employment is (x) terminated by the Company other than for Cause, death or disability, or (y) terminated by Employee for any reason or for no reason, then the Company shall be relieved of all of its obligations under this Agreement, except that the Company shall pay the Employee (or his estate, in the event of his subsequent death) in a lump sum in cash within 30 days after the Employee's date of termination the aggregate of the following amounts: (1) Two, multiplied by the Employee's annual salary in effect immediately prior to the Change of Control, plus (2) Any applicable Pro Rated Bonus. The obligations of the Company under this Section 1.5(f) shall remain in effect for twelve months after any

under Section 1.4(b) determined by the Compensation Committee for any fiscal period ended prior to the date of Employee's termination which had not been paid at the time of his termination. All such payments to the Employee or his estate shall be made in the same manner and at the same times as the Employee's salary or incentive compensation would have been paid to the Employee had he not terminated his employment. (f) Change of Control. If (i) a Change of Control occurs during the Employment Term and (ii) within twelve months after such Change of Control the Employee's employment is (x) terminated by the Company other than for Cause, death or disability, or (y) terminated by Employee for any reason or for no reason, then the Company shall be relieved of all of its obligations under this Agreement, except that the Company shall pay the Employee (or his estate, in the event of his subsequent death) in a lump sum in cash within 30 days after the Employee's date of termination the aggregate of the following amounts: (1) Two, multiplied by the Employee's annual salary in effect immediately prior to the Change of Control, plus (2) Any applicable Pro Rated Bonus. The obligations of the Company under this Section 1.5(f) shall remain in effect for twelve months after any Change of Control that occurs during the Employment Term notwithstanding the fact that such twelve month period may extend beyond the expiration of the Employment Term. (g) Post Employment Term Matters. In the event the Employment Term terminates because it is not extended or renewed pursuant to Section 1.1, then the Company shall be relieved of all of its obligations under this Agreement and Employee will thereafter be an employee "at will" of the Company. ARTICLE II INFORMATION 2.1 Nondisclosure of Information. The Employee acknowledges that in the course of his employment by the Company he will receive certain trade secrets, which may include, but are not limited to, programs, lists of acquisition or disposition prospects and knowledge of acquisition strategy, financial information and reports, lists of customers or potential customers and other confidential information and knowledge concerning the business of the Company (hereinafter collectively referred to as "Information") which the Company desires to protect. The Employee understands that the Information is confidential and agrees not to reveal the Information to anyone outside the Company so long as the confidential or secret nature of the Information shall continue, unless compelled to do so by any federal or state regulatory agency or by a court order. If Employee becomes aware that disclosure of any Information is being sought by such an agency or through a court order, Employee will immediately notify the Company. The Employee further agrees that he will at no time use the Information in competing with the Company. Upon 4

termination of Employee's employment with the Company, the Employee shall surrender to the Company all papers, documents, writings and other property produced by him or coming into his possession by or through his employment or relating to the Information, and the Employee agrees that all such materials are and will at all times remain the property of the Company and to the extent the Employee has any rights therein, he hereby irrevocably assigns such rights to the Company. 2.2 Disclosure of Information, Ideas, Concepts, Improvements, Discoveries and Inventions. As part of the Employee's fiduciary duties to the Company, Employee agrees that during his employment by the Company, and for a period of six months after the termination of the employment relationship for any reason, Employee shall promptly disclose in writing to the Company all information, ideas, concepts, improvements, discoveries and inventions, whether patentable or not, and whether or not reduced to practice, which are conceived, developed, made or acquired by Employee, either individually or jointly with others, and which relate to the business, products or services of the Company or any of its subsidiaries or affiliates, irrespective of whether Employee utilized the Company's time or facilities and irrespective of whether such information, idea, concept, improvement, discovery or invention was conceived, developed, discovered or acquired by the Employee on the job, at home, or elsewhere. This obligation extends to all types of information, ideas and concepts, including information, ideas

termination of Employee's employment with the Company, the Employee shall surrender to the Company all papers, documents, writings and other property produced by him or coming into his possession by or through his employment or relating to the Information, and the Employee agrees that all such materials are and will at all times remain the property of the Company and to the extent the Employee has any rights therein, he hereby irrevocably assigns such rights to the Company. 2.2 Disclosure of Information, Ideas, Concepts, Improvements, Discoveries and Inventions. As part of the Employee's fiduciary duties to the Company, Employee agrees that during his employment by the Company, and for a period of six months after the termination of the employment relationship for any reason, Employee shall promptly disclose in writing to the Company all information, ideas, concepts, improvements, discoveries and inventions, whether patentable or not, and whether or not reduced to practice, which are conceived, developed, made or acquired by Employee, either individually or jointly with others, and which relate to the business, products or services of the Company or any of its subsidiaries or affiliates, irrespective of whether Employee utilized the Company's time or facilities and irrespective of whether such information, idea, concept, improvement, discovery or invention was conceived, developed, discovered or acquired by the Employee on the job, at home, or elsewhere. This obligation extends to all types of information, ideas and concepts, including information, ideas and concepts relating to new types of services, corporate opportunities, acquisition prospects, the identity of key representatives within acquisition prospect organizations, prospective names or service marks for the Company's business activities, and the like. 2.3 Ownership of Information, Ideas, Concepts, Improvements, Discoveries and Inventions and All Original Works of Authorship. (a) All information, ideas, concepts, improvements, discoveries and inventions, whether patentable or not, which are conceived, made, developed or acquired by Employee or which are disclosed or made known to Employee, individually or in conjunction with others, during Employee's employment by the Company and which relate to the Company's business, products or services (including but not limited to all such information relating to corporate opportunities, research, financial and sales data, pricing and trading terms, evaluations, opinions, interpretations, acquisition prospects, the identity of customers or their requirements, the identity of key contacts within the customer's organization or within the organization of acquisition prospects, or marketing and merchandising techniques, prospective names and marks), are and shall be the sole and exclusive property of the Company. Moreover, all drawings, memoranda, notes, records, files, correspondence, manuals, models, specifications, computer programs, maps and all other writings or materials of any type embodying any of such information, ideas, concepts, improvements, discoveries and inventions are and shall be the sole and exclusive property of the Company. (b) In particular, Employee hereby specifically sells, assigns and transfers to the Company all of his worldwide right, title and interest in and to all such information, ideas, concepts, improvements, discoveries or inventions described in Section 2.3 (a) above, and any 5

United States or foreign applications for patents, inventor's certificates or other industrial rights that may be filed thereon, including divisions, continuations, continuations-in-part, reissues and/or extensions thereof, and applications for registration of such names and marks. Both during the period of Employee's employment by the Company and thereafter, Employee shall assist the Company and its nominees at all times in the protection of such information, ideas, concepts, improvements, discoveries or inventions both in the United States and all foreign countries, including but not limited to the execution of all lawful oaths and all assignment documents requested by the Company or its nominee in connection with the preparation, prosecution, issuance or enforcement of any applications for United States or foreign letters patent, including divisions, continuations, continuations-in-part, reissues, and/or extensions thereof, and any application for the registration of such names and marks. (c) Moreover, if during Employee's employment by the Company, Employee creates any original work of authorship fixed in any tangible medium of expression which is the subject matter of copyright (such as videotapes, written presentations on acquisitions, computer programs, drawing, maps, architectural renditions, models, manuals, brochures or the like) relating to the Company's business, products, or services, whether such

United States or foreign applications for patents, inventor's certificates or other industrial rights that may be filed thereon, including divisions, continuations, continuations-in-part, reissues and/or extensions thereof, and applications for registration of such names and marks. Both during the period of Employee's employment by the Company and thereafter, Employee shall assist the Company and its nominees at all times in the protection of such information, ideas, concepts, improvements, discoveries or inventions both in the United States and all foreign countries, including but not limited to the execution of all lawful oaths and all assignment documents requested by the Company or its nominee in connection with the preparation, prosecution, issuance or enforcement of any applications for United States or foreign letters patent, including divisions, continuations, continuations-in-part, reissues, and/or extensions thereof, and any application for the registration of such names and marks. (c) Moreover, if during Employee's employment by the Company, Employee creates any original work of authorship fixed in any tangible medium of expression which is the subject matter of copyright (such as videotapes, written presentations on acquisitions, computer programs, drawing, maps, architectural renditions, models, manuals, brochures or the like) relating to the Company's business, products, or services, whether such work is created solely by Employee or jointly with others, the Company shall be deemed the author of such work if the work is prepared by Employee in the scope of his or her employment; or, if the work is not prepared by Employee within the scope of his or her employment but is specially ordered by Company as a contribution to a collective work, as a part of a motion picture or other audiovisual work, as a translation, as a supplementary work, as a compilation or as an instructional text, then the work shall be considered to be work made for hire and the Company shall be considered the author of the work. In the event such work is neither prepared by the Employee within the scope of his or her employment or is not a work specially ordered and deemed to be a work made for hire, then Employee hereby agrees to assign, and by these presents, does assign, to the Company all of Employee's worldwide right, title and interest in and to the work and all rights of copyright therein. Both during the period of Employee's employment by the Company and thereafter, Employee agrees to assist the Company and its nominee, at any time, in protection of the Company's worldwide right, title and interest in and to the work and all rights of copyright therein, including but not limited to, the execution of all formal assignment documents requested by the Company or its nominees and the execution of all lawful oaths and applications for registration of copyright in the United States and foreign countries. ARTICLE III NONCOMPETITION 3.1 Noncompetition. During the Employment Term (and for a period of one or two years thereafter if the Company exercises its options under Section 3.2 hereof), Employee shall not, acting alone or in conjunction with others, directly or indirectly, in any market in which the Company or any of its affiliated companies conducts business, work for or engage in any business in competition with the business conducted by the Company or any of its affiliated companies, 6

whether for his own account or by soliciting, canvassing or accepting any business or transaction for or from any other company or business in competition with such business of the Company or any of its affiliated companies. In the event that a court should determine that any restriction herein is unenforceable, the parties hereto agree that the obligations under this paragraph shall be enforceable for the maximum term and maximum geographical area allowable by law. 3.2 Extension. The Company shall have the option to extend Employee's obligations under Section 3.1 for one additional year (the "First Extension Term") beyond the end of the Employment Term. If the Company exercises such option, it shall be required to pay Employee an amount equal to one year's salary, based on Employee's salary rate as of the date his employment with the Company ceased (the "Noncompetition Payment"). Such Noncompetition Payment shall be made in 12 equal monthly installments (each installment being an amount equal to 1/12th of such annual salary) commencing on the date which is thirty (30) days after the last day of the Employment Term. Subsequent payments shall be made on the same day of each succeeding month until 12 payments have been made. If the Employee breaches his noncompetition obligations, the Company shall be entitled to cease making such monthly payments. The purpose of this paragraph is to make the noncompetition obligation of the Employee more reasonable from the Employee's point of view. The amounts to be paid by the

whether for his own account or by soliciting, canvassing or accepting any business or transaction for or from any other company or business in competition with such business of the Company or any of its affiliated companies. In the event that a court should determine that any restriction herein is unenforceable, the parties hereto agree that the obligations under this paragraph shall be enforceable for the maximum term and maximum geographical area allowable by law. 3.2 Extension. The Company shall have the option to extend Employee's obligations under Section 3.1 for one additional year (the "First Extension Term") beyond the end of the Employment Term. If the Company exercises such option, it shall be required to pay Employee an amount equal to one year's salary, based on Employee's salary rate as of the date his employment with the Company ceased (the "Noncompetition Payment"). Such Noncompetition Payment shall be made in 12 equal monthly installments (each installment being an amount equal to 1/12th of such annual salary) commencing on the date which is thirty (30) days after the last day of the Employment Term. Subsequent payments shall be made on the same day of each succeeding month until 12 payments have been made. If the Employee breaches his noncompetition obligations, the Company shall be entitled to cease making such monthly payments. The purpose of this paragraph is to make the noncompetition obligation of the Employee more reasonable from the Employee's point of view. The amounts to be paid by the Company are not intended to be liquidated damages or an estimate of the actual damages that would be sustained by the Company if the Employee breaches his post-employment noncompetition obligation. If the Employee breaches his post-employment noncompetition obligation, the Company shall be entitled to all of its remedies at law or in equity for damages and injunctive relief. The Company may exercise the option conferred by this paragraph at any time within 30 days after the last day of the Employment Term by mailing written notice of such exercise to Employee. If the Company exercises its option to extend Employee's obligations as set forth in the preceding paragraph, then the Company shall have the option to extend Employee's obligations under Section 3.1 for one additional year (the "Second Extension Term") beyond the end of the First Extension Term. If the Company exercises its option to extend Employee's obligations for the Second Extension Term, the rights and obligations of the parties set forth in the preceding paragraph shall be applicable during the Second Extension Term. The Company may exercise the option conferred by this paragraph at any time within 30 days after the last day of the First Extension Term by mailing written notice of such exercise to Employee. 3.3 Termination For Cause or Termination By Employee. Notwithstanding anything to the contrary in this Agreement, in the event that Employee's employment hereunder is terminated for Cause pursuant to Section 1.5 (c) hereof, or in the event Employee voluntarily terminates the employment relationship for any reason other than a material breach of this Agreement by the Company, the noncompetition obligations of Employee described in Section 3.1 above shall automatically continue for a period of two years from the date the employment relationship ceases, and the Company shall not be required to (i) make any payments to Employee in consideration for such obligations, or (ii) provide any notice to Employee. Notwithstanding the foregoing, this Section 3.3 shall not be applicable in the event Employee voluntarily terminates the employment 7

relationship within twelve months after a Change of Control that occurs during the Employment Term. 3.4 Obligations to Refrain From Competing Unfairly. In addition to the other obligations agreed to by Employee in this Agreement, Employee agrees that during the Employment Term and for five (5) year(s) thereafter, he shall not at any time, directly or indirectly for the benefit or any other party than the Company or any of its affiliated companies, (a) induce, entice, or solicit any employee of the Company or any of its affiliated companies to leave his employment, or (b) contact, communicate or solicit any customer of the Company or any of its affiliated companies derived from any customer list, customer lead, mail, printed matter or other information secured from the Company or any of its affiliated companies or their present or past employees, or (c) in any other manner use any customer lists or customer leads, mail, telephone numbers, printed material or material of the Company or any of its affiliated companies relating thereto. 3.5 Acknowledgement. Employee acknowledges that Employee's compliance with the provisions of this Article III is necessary to protect the existing goodwill and other proprietary rights of the Company, as well as all goodwill and relationships that may be acquired or enhanced during the course of Employee's employment with

relationship within twelve months after a Change of Control that occurs during the Employment Term. 3.4 Obligations to Refrain From Competing Unfairly. In addition to the other obligations agreed to by Employee in this Agreement, Employee agrees that during the Employment Term and for five (5) year(s) thereafter, he shall not at any time, directly or indirectly for the benefit or any other party than the Company or any of its affiliated companies, (a) induce, entice, or solicit any employee of the Company or any of its affiliated companies to leave his employment, or (b) contact, communicate or solicit any customer of the Company or any of its affiliated companies derived from any customer list, customer lead, mail, printed matter or other information secured from the Company or any of its affiliated companies or their present or past employees, or (c) in any other manner use any customer lists or customer leads, mail, telephone numbers, printed material or material of the Company or any of its affiliated companies relating thereto. 3.5 Acknowledgement. Employee acknowledges that Employee's compliance with the provisions of this Article III is necessary to protect the existing goodwill and other proprietary rights of the Company, as well as all goodwill and relationships that may be acquired or enhanced during the course of Employee's employment with the Company, and all confidential information which may come into existence or to which Employee may have access during his employment with the Company. Employee further acknowledges that Employee will become familiar with certain of the Company's affairs, operations, customers and confidential information and data by means of his employment with the Company, and that failure to comply with the provisions of this Article III will result in irreparable and continuing damage to the Company for which there will be no adequate remedy at law. The Company shall be entitled to all of its remedies at law or in equity for damages and injunctive relief in the event of any violation of this Article III by Employee. ARTICLE IV MISCELLANEOUS 4.1 Notices. All notices, requests, consents and other communications under this Agreement shall be in writing and shall be deemed to have been delivered on the date personally delivered or on the date mailed, postage prepaid, by certified mail, return receipt requested, or telegraphed and confirmed if addressed to the respective parties as follows: If to the Employee:

8

If to the Company: General Counsel c/o SCI Executive Services, Inc. 1929 Allen Parkway Houston, Texas 77019 Attention: Legal Department Either party hereto may designate a different address by providing written notice of such new address to the other party hereto. 4.2 Entire Agreement. This Agreement replaces and merges all previous agreements and discussions relating to the same or similar subject matters between Employee and the Company (or any of its affiliates) and constitutes the entire agreement between the Employee and the Company (and any of its affiliates) with respect to the subject matter of this Agreement. Any existing employment agreement between the Employee and the Company (or any of its affiliates) is hereby terminated, effective immediately. This Agreement may not be modified in any respect by any verbal statement, representation or agreement made by an employee, officer, or representative of the Company or by any written agreement unless signed by an officer of the Company who is expressly authorized by the Company to execute such document.

If to the Company: General Counsel c/o SCI Executive Services, Inc. 1929 Allen Parkway Houston, Texas 77019 Attention: Legal Department Either party hereto may designate a different address by providing written notice of such new address to the other party hereto. 4.2 Entire Agreement. This Agreement replaces and merges all previous agreements and discussions relating to the same or similar subject matters between Employee and the Company (or any of its affiliates) and constitutes the entire agreement between the Employee and the Company (and any of its affiliates) with respect to the subject matter of this Agreement. Any existing employment agreement between the Employee and the Company (or any of its affiliates) is hereby terminated, effective immediately. This Agreement may not be modified in any respect by any verbal statement, representation or agreement made by an employee, officer, or representative of the Company or by any written agreement unless signed by an officer of the Company who is expressly authorized by the Company to execute such document. 4.3 Specific Performance. The Employee acknowledges that a remedy at law for any breach of Article II or III of this Agreement will be inadequate, agrees that the Company shall be entitled to specific performance and injunctive and other equitable relief in case of any such breach or attempted breach, and further agrees to waive any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or any other equitable relief. 4.4 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid or unenforceable under applicable law, such provision shall be ineffective to the extent of such prohibition, invalidity or unenforceability without invalidating the remainder of such provision or the remaining provisions of this Agreement. 4.5 Assignment. This Agreement may not be assigned by the Employee. Neither the Employee, his spouse, nor his estate shall have any right to commute, encumber or dispose of any right to receive payments hereunder, it being understood that such payments and the right thereto are nonassignable and nontransferable. This Agreement may be assigned by the Company. 4.6 Binding Effect. Subject to the provisions of Section 4.5 of this Agreement, this Agreement shall be binding upon and inure to the benefit of the parties hereto, the Employee's heirs and personal representatives, and the successors and assigns of the Company. 9

4.7 Captions. The section and paragraph headings in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 4.8 Governing Law. This Agreement shall be construed and enforced in accordance with, and governed by, the laws of Texas. 4.9 Counterparts. This Agreement may be executed in multiple original counterparts, each of which shall be deemed an original, but all of which together shall constitute the same instrument. 4.10 Survival of Certain Obligations. Employee's obligations under Articles II and III hereof shall survive any termination of Employee's employment hereunder. 4.11 Waiver. The waiver by either party of any right hereunder or of any breach of this Agreement shall not operate as or be construed to be an amendment of this Agreement or a waiver of any future right or breach.

4.7 Captions. The section and paragraph headings in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 4.8 Governing Law. This Agreement shall be construed and enforced in accordance with, and governed by, the laws of Texas. 4.9 Counterparts. This Agreement may be executed in multiple original counterparts, each of which shall be deemed an original, but all of which together shall constitute the same instrument. 4.10 Survival of Certain Obligations. Employee's obligations under Articles II and III hereof shall survive any termination of Employee's employment hereunder. 4.11 Waiver. The waiver by either party of any right hereunder or of any breach of this Agreement shall not operate as or be construed to be an amendment of this Agreement or a waiver of any future right or breach. 4.12 Gender. All references to the masculine pronoun herein are used for convenience and ease of reading only and are intended and apply to the feminine gender as well. 4.13 Dispute Resolution. (a) Employee and the Company agree that, except for the matters identified in Section 4.13(b) below, all disputes relating to any aspects of Employee's employment with the Company shall be resolved by binding arbitration. This includes, but is not limited to, any claims against the Company, its affiliates or their officers, directors, employees, or agents for breach of contract, wrongful discharge, discrimination, harassment, defamation, misrepresentation, and emotional distress, as well as any disputes pertaining to the meaning or effect of this Agreement. (b) It is expressly agreed that this Section 4.13 shall not govern claims for workers' compensation or unemployment benefits, or any claim by the Company against Employee which is based on fraud, theft or other dishonest conduct of Employee. (c) Any claim which either party has against the other must be presented in writing by the claiming party to the other within one year of the date the claiming party knew or should have known of the facts giving rise to the claim. Otherwise, the claim shall be deemed waived and forever barred even if there is a federal or state statute of limitations which would have given more time to pursue the claim. (d) Each party may retain legal counsel and shall pay its own costs and attorneys' fees, regardless of the outcome of the arbitration. Each party shall pay one-half of the 10

compensation to be paid to the arbitrators, as well as one-half of any other costs relating to the administration of the arbitration proceeding (for example, room rental, court reporter, etc.). (e) An arbitrator shall be selected by mutual agreement of the parties. If the parties are unable to agree on a single arbitrator, each party shall select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The three arbitrators so selected will then hear and decide the matter. All arbitrators must be attorneys, judges or retired judges who are licensed to practice law in the state where the Employee is or most recently was employed by the Company. The arbitration proceedings shall be conducted within the county in which Employee is or most recently was employed by the Company or at another mutually agreeable location. (f) Except as otherwise provided herein, the arbitration proceedings shall be conducted in accordance with the statutes, rules or regulations governing arbitration in the state in which Employee is or most recently was employed by the Company. In the absence of such statutes, rules or regulations, the arbitration proceedings shall be conducted in accordance with the employment arbitration rules of the American Arbitration Association ("AAA"); provided however, that the foregoing reference to the AAA rules shall not be deemed to require any filing with that organization, nor any direct involvement of that organization. In the event of any inconsistency

compensation to be paid to the arbitrators, as well as one-half of any other costs relating to the administration of the arbitration proceeding (for example, room rental, court reporter, etc.). (e) An arbitrator shall be selected by mutual agreement of the parties. If the parties are unable to agree on a single arbitrator, each party shall select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The three arbitrators so selected will then hear and decide the matter. All arbitrators must be attorneys, judges or retired judges who are licensed to practice law in the state where the Employee is or most recently was employed by the Company. The arbitration proceedings shall be conducted within the county in which Employee is or most recently was employed by the Company or at another mutually agreeable location. (f) Except as otherwise provided herein, the arbitration proceedings shall be conducted in accordance with the statutes, rules or regulations governing arbitration in the state in which Employee is or most recently was employed by the Company. In the absence of such statutes, rules or regulations, the arbitration proceedings shall be conducted in accordance with the employment arbitration rules of the American Arbitration Association ("AAA"); provided however, that the foregoing reference to the AAA rules shall not be deemed to require any filing with that organization, nor any direct involvement of that organization. In the event of any inconsistency between this Agreement and the statutes, rules or regulations to be applied pursuant to this paragraph, the terms of this Agreement shall apply. (g) The arbitrator shall issue a written award, which shall contain, at a minimum, the names of the parties, a summary of the issues in controversy, and a description of the award issued. Upon motion to a court of competent jurisdiction, either party may obtain a judgment or decree in conformity with the arbitration award, and said award shall be enforced as any other judgment or decree. (h) In resolving claims governed by this Section 4.13, the arbitrator shall apply the laws of the state in which Employee is or most recently was employed by the Company, and/or federal law, if applicable. (i) Employee and the Company agree and acknowledge that any arbitration proceedings between them, and the outcome of such proceedings, shall be kept strictly confidential; provided however, that the Company may disclose such information to the extent required by law and to its employees, agents and professional advisors who have a legitimate need to know such information, and the Employee may disclose such information (1) to the extent required by law, (2) to the extent that the Employee is required to disclose same to professional persons assisting Employee in preparing tax returns; and (3) to Employee's legal counsel. 4.14 Change of Control. "Change of Control" means the happening of any of the following events: 11

(a) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person"), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (A) the then outstanding shares of Common Stock of SCI (the "Outstanding SCI Common Stock") or (B) the combined voting power of the then outstanding voting securities of SCI entitled to vote generally in the election of directors (the "Outstanding SCI Voting Securities"); provided, however, that the following acquisitions shall not constitute a Change of Control under this subsection (a): (i) any acquisition directly from SCI (excluding an acquisition by virtue of the exercise of a conversion privilege), (ii) any acquisition by SCI, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by SCI or any corporation controlled by SCI, or (iv) any acquisition by any corporation pursuant to a reorganization, merger or consolidation, if, following such reorganization, merger or consolidation, the conditions described in clauses (A), (B) and (C) of subsection (c) of this definition of "Change of Control" are satisfied; or (b) Individuals who, as of the effective date hereof, constitute the Board of Directors of SCI (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board of Directors of SCI; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by SCI's shareholders, was approved by (A) a vote of at least a majority of the directors then comprising the Incumbent Board, or (B) a vote of at least a majority of the directors then comprising the

(a) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person"), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (A) the then outstanding shares of Common Stock of SCI (the "Outstanding SCI Common Stock") or (B) the combined voting power of the then outstanding voting securities of SCI entitled to vote generally in the election of directors (the "Outstanding SCI Voting Securities"); provided, however, that the following acquisitions shall not constitute a Change of Control under this subsection (a): (i) any acquisition directly from SCI (excluding an acquisition by virtue of the exercise of a conversion privilege), (ii) any acquisition by SCI, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by SCI or any corporation controlled by SCI, or (iv) any acquisition by any corporation pursuant to a reorganization, merger or consolidation, if, following such reorganization, merger or consolidation, the conditions described in clauses (A), (B) and (C) of subsection (c) of this definition of "Change of Control" are satisfied; or (b) Individuals who, as of the effective date hereof, constitute the Board of Directors of SCI (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board of Directors of SCI; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by SCI's shareholders, was approved by (A) a vote of at least a majority of the directors then comprising the Incumbent Board, or (B) a vote of at least a majority of the directors then comprising the Executive Committee of the Board of Directors of SCI at a time when such committee was comprised of at least five members and all members of such committee were either members of the Incumbent Board or considered as being members of the Incumbent Board pursuant to clause (A) of this subsection (b), shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors of SCI; or (c) Approval by the shareholders of SCI of a reorganization, merger or consolidation, in each case, unless, following such reorganization, merger or consolidation, (A) more than 60% of, respectively, the then outstanding shares of common stock of the corporation resulting from such reorganization, merger or consolidation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding SCI Common Stock and Outstanding SCI Voting Securities immediately prior to such reorganization, merger or consolidation in substantially the same proportions as their ownership, immediately prior to such reorganization, merger or consolidation, of the Outstanding SCI Common Stock and Outstanding SCI Voting Securities, as the case may be, (B) no Person (excluding SCI, any employee benefit plan (or related trust) of SCI or such corporation resulting from such reorganization, merger or consolidation, and any Person beneficially owning, immediately prior 12

to such reorganization, merger or consolidation, directly or indirectly, 20% or more of the Outstanding SCI Common Stock or Outstanding SCI Voting Securities, as the case may be) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such reorganization, merger or consolidation or the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors and (C) at least a majority of the members of the board of directors of the corporation resulting from such reorganization, merger or consolidation were members of the Incumbent Board at the time of the execution of the initial agreement providing for such reorganization, merger or consolidation; or (d) Approval by the shareholders of SCI of (A) a complete liquidation or dissolution of SCI or (B) the sale or other disposition of all or substantially all of the assets of SCI other than to a corporation, with respect to which following such sale or other disposition, (i) more than 60% of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is the beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding SCI Common Stock and Outstanding SCI Voting Securities immediately prior to such sale or

to such reorganization, merger or consolidation, directly or indirectly, 20% or more of the Outstanding SCI Common Stock or Outstanding SCI Voting Securities, as the case may be) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such reorganization, merger or consolidation or the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors and (C) at least a majority of the members of the board of directors of the corporation resulting from such reorganization, merger or consolidation were members of the Incumbent Board at the time of the execution of the initial agreement providing for such reorganization, merger or consolidation; or (d) Approval by the shareholders of SCI of (A) a complete liquidation or dissolution of SCI or (B) the sale or other disposition of all or substantially all of the assets of SCI other than to a corporation, with respect to which following such sale or other disposition, (i) more than 60% of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is the beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding SCI Common Stock and Outstanding SCI Voting Securities immediately prior to such sale or other disposition in substantially the same proportion as their ownership, immediately prior to such sale or other disposition, of the Outstanding SCI Common Stock and Outstanding SCI Voting Securities, as the case may be, (ii) no Person (excluding SCI and any employee benefit plan (or related trust) of SCI or such corporation, and any Person beneficially owning, immediately prior to such sale or other disposition, directly or indirectly, 20% or more of the Outstanding SCI Common Stock or Outstanding SCI Voting Securities, as the case may be) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors and (iii) at least a majority of the members of the board of directors of such corporation were members of the Incumbent Board at the time of the execution of the initial agreement or action of the Board of Directors of SCI providing for such sale or other disposition of assets of SCI. 4.15 Pro Rated Bonus. "Pro Rated Bonus" shall mean, a bonus equal to the product of (i) the bonus Employee did not receive but would have received under Section 1.4(b) if he had remained an employee through the end of the Employment Term, it being understood that the amount of such bonus Employee would have received shall be determined by reference to the average amount of bonus actually awarded to other officers who were at the same or comparable level of responsibility as Employee immediately prior to his termination, and (ii) a fraction, the denominator of which is 365 and the numerator of which is the number of days in the fiscal year being considered through the date of death, determination of disability or notice of termination of employment, whichever is applicable. In the event that a majority of SCI officers do not receive a bonus for the fiscal year being considered, then the Pro Rated Bonus shall not be applicable and Employee shall not be entitled to a Pro Rated Bonus. Any Pro Rated Bonus payable to Employee 13

shall be paid within 60 days of the date of the event which triggers payment of the Pro Rated Bonus. Notwithstanding anything herein to the contrary, the Company shall never be obligated to pay more than one Pro Rated Bonus. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first above written. "COMPANY" SCI Executive Services, Inc.
By: /s/ Ray A. Gipson -------------------------------------Ray A. Gipson Vice President

shall be paid within 60 days of the date of the event which triggers payment of the Pro Rated Bonus. Notwithstanding anything herein to the contrary, the Company shall never be obligated to pay more than one Pro Rated Bonus. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first above written. "COMPANY" SCI Executive Services, Inc.
By: /s/ Ray A. Gipson -------------------------------------Ray A. Gipson Vice President

"EMPLOYEE"
/s/ Jeffrey E. Curtiss -----------------------------------------

14

EXHIBIT 10.12 EMPLOYMENT AND NONCOMPETITION AGREEMENT THIS AGREEMENT is made and effective this 28th day of February, 2001 between SCI Executive Services, Inc., a Delaware corporation (the "Company"), and ____________ (the "Employee"): ARTICLE I EMPLOYMENT 1.1 Employment Term. The Company agrees to employ the Employee and the Employee agrees to accept such employment, in accordance with the terms and conditions of this Agreement, for the period beginning on the date of this Agreement and ending as of the close of business on December 31, 2001 (such period together with all extensions thereof are referred to hereinafter as the "Employment Term"); provided, however, that commencing on January 1, 2002, and on each January 1 thereafter (each such date shall be hereinafter referred to as a "Renewal Date"), the Employment Term shall be extended so as to terminate one year from such Renewal Date if (i) the Company notifies the Employee in writing of such extension at least thirty days prior to such Renewal Date and (ii) the Employee has not previously given the Company written notice that the Employment Term shall not be so extended. In the event that the Company gives the Employee written notice at any time of its intention not to renew the Employment Term, then the Employment Term shall terminate on December 31 of the year in which such notice of non-renewal is given and shall not thereafter be further extended. If the Company fails to notify the Employee at least thirty days prior to a Renewal Date either of its intention to extend the Employment Term as provided above or its intention not to so extend the Employment Term, then the Employment Term shall not be extended and shall terminate as of the day prior to such Renewal Date. 1.2 Duties. The Employee shall serve the Company in an executive or managerial capacity and shall hold such title as may be authorized from time to time by the Board of Directors of Service Corporation International ("SCI"). The Employee shall have the duties, powers and authority consistent therewith and such other powers as are delegated to him in writing from time to time by the Board of Directors of SCI. If the Employee is elected to any office or other position with the Company during the term of this Agreement, the Employee will serve in such capacity or capacities without further compensation unless the Compensation Committee (the "Compensation Committee") of the Board of Directors of SCI authorizes additional compensation. The Employee's title and

EXHIBIT 10.12 EMPLOYMENT AND NONCOMPETITION AGREEMENT THIS AGREEMENT is made and effective this 28th day of February, 2001 between SCI Executive Services, Inc., a Delaware corporation (the "Company"), and ____________ (the "Employee"): ARTICLE I EMPLOYMENT 1.1 Employment Term. The Company agrees to employ the Employee and the Employee agrees to accept such employment, in accordance with the terms and conditions of this Agreement, for the period beginning on the date of this Agreement and ending as of the close of business on December 31, 2001 (such period together with all extensions thereof are referred to hereinafter as the "Employment Term"); provided, however, that commencing on January 1, 2002, and on each January 1 thereafter (each such date shall be hereinafter referred to as a "Renewal Date"), the Employment Term shall be extended so as to terminate one year from such Renewal Date if (i) the Company notifies the Employee in writing of such extension at least thirty days prior to such Renewal Date and (ii) the Employee has not previously given the Company written notice that the Employment Term shall not be so extended. In the event that the Company gives the Employee written notice at any time of its intention not to renew the Employment Term, then the Employment Term shall terminate on December 31 of the year in which such notice of non-renewal is given and shall not thereafter be further extended. If the Company fails to notify the Employee at least thirty days prior to a Renewal Date either of its intention to extend the Employment Term as provided above or its intention not to so extend the Employment Term, then the Employment Term shall not be extended and shall terminate as of the day prior to such Renewal Date. 1.2 Duties. The Employee shall serve the Company in an executive or managerial capacity and shall hold such title as may be authorized from time to time by the Board of Directors of Service Corporation International ("SCI"). The Employee shall have the duties, powers and authority consistent therewith and such other powers as are delegated to him in writing from time to time by the Board of Directors of SCI. If the Employee is elected to any office or other position with the Company during the term of this Agreement, the Employee will serve in such capacity or capacities without further compensation unless the Compensation Committee (the "Compensation Committee") of the Board of Directors of SCI authorizes additional compensation. The Employee's title and duties may be changed from time to time at the discretion of the Company. The Employee also agrees to perform, without additional compensation, such other services for the Company and for any subsidiary or affiliated corporations of the Company or for any partnerships in which the Company has an interest, as the Company shall from time to time specify. The term "Company" as used hereinafter shall be deemed to include and refer to subsidiaries and affiliated corporations and partnerships. Employee agrees and acknowledges that he owes, and will comply with, a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best interests of the Company and to 1

take no action or fail to take action if such action or failure to act would injure the Company's business, its interests or its reputation. 1.3 Extent of Service. During the Employment Term, the Employee shall devote his full time, attention and energy to the business of the Company, and, except as may be specifically permitted by the Company, shall not be engaged in any other business activity during the term of this Agreement. The foregoing shall not be construed as preventing the Employee from making passive investments in other businesses or enterprises, provided, however, that such investments will not: (1) require services on the part of the Employee which would in any way impair the performance of his duties under this Agreement, or (2) in any manner significantly interfere with Employee's responsibilities as an Employee of the Company in accordance with this Agreement. 1.4 Compensation (a) Salary. The Company shall pay to the Employee a salary at the rate in effect for Employee at the date of this

take no action or fail to take action if such action or failure to act would injure the Company's business, its interests or its reputation. 1.3 Extent of Service. During the Employment Term, the Employee shall devote his full time, attention and energy to the business of the Company, and, except as may be specifically permitted by the Company, shall not be engaged in any other business activity during the term of this Agreement. The foregoing shall not be construed as preventing the Employee from making passive investments in other businesses or enterprises, provided, however, that such investments will not: (1) require services on the part of the Employee which would in any way impair the performance of his duties under this Agreement, or (2) in any manner significantly interfere with Employee's responsibilities as an Employee of the Company in accordance with this Agreement. 1.4 Compensation (a) Salary. The Company shall pay to the Employee a salary at the rate in effect for Employee at the date of this Agreement. Such salary is to be payable in installments in accordance with the payroll policies of the Company in effect from time to time during the term of this Agreement. The Company may (but is not required to) make such upward adjustments to the Employee's salary as it deems appropriate from time to time. (b) Incentive Compensation. In addition to the above salary, the Employee shall be eligible annually for incentive compensation at the discretion of the Compensation Committee. (c) Other Benefits. The Employee shall be reimbursed in accordance with the Company's normal expense reimbursement policy for all of the actual and reasonable costs and expenses accrued by Employee in the performance of his or her services and duties hereunder, including but not limited to, travel and entertainment expenses. The Employee shall be entitled to participate in all insurance, stock options, retirement plans and other benefit plans or programs as may be from time to time specifically adopted and approved by the Company for its employees, in accordance with the eligibility requirements and any other terms and conditions of such plans. It is understood and agreed between the parties hereto that the Company reserves the right, at its sole discretion, to modify, amend or terminate such plans, programs or benefits at any time. 1.5 Termination (a) Death. If the Employee dies during the term of this Agreement and while in the employ of the Company, this Agreement shall automatically terminate and the Company shall have no further obligation to the Employee or his estate except that (i) the Company shall continue to pay the Employee's estate the Employee's salary in installments through the end of the Employment Term which was in effect immediately prior to Employee's death, and (ii) the Company shall pay the Employee's estate any applicable Pro Rated Bonus (defined hereinbelow). 2

(b) Disability. If during the term of this Agreement, the Employee shall be prevented from performing his duties hereunder by reason of disability, then the Company, on 30 days' prior notice to the Employee, may terminate Employee's employment under this Agreement. For purposes of this Agreement, the Employee shall be deemed to have become disabled when the Company, upon the advice of a qualified physician, shall have determined that the Employee has become physically or mentally incapable (excluding infrequent and temporary absences due to ordinary illness) of performing his duties under this Agreement. In the event of a termination pursuant to this paragraph 1.5(b), the Company shall be relieved of all of its obligations under this Agreement, except that the Company shall pay to the Employee (or his estate, in the event of his subsequent death), (i) the Employee's salary in installments through the end of the Employment Term which was in effect immediately prior to Employee's disability, and (ii) any applicable Pro Rated Bonus. Before making any termination decision pursuant to this Section 1.5(b), the Company shall determine whether there is any reasonable accommodation (within the meaning of the Americans With Disabilities Act) which would enable the Employee to perform the essential functions of the Employee's position under this Agreement despite the existence of any such disability. If such a reasonable accommodation is possible, the Company shall make that accommodation and shall not terminate the Employee's employment hereunder during the Employment Term based on such disability.

(b) Disability. If during the term of this Agreement, the Employee shall be prevented from performing his duties hereunder by reason of disability, then the Company, on 30 days' prior notice to the Employee, may terminate Employee's employment under this Agreement. For purposes of this Agreement, the Employee shall be deemed to have become disabled when the Company, upon the advice of a qualified physician, shall have determined that the Employee has become physically or mentally incapable (excluding infrequent and temporary absences due to ordinary illness) of performing his duties under this Agreement. In the event of a termination pursuant to this paragraph 1.5(b), the Company shall be relieved of all of its obligations under this Agreement, except that the Company shall pay to the Employee (or his estate, in the event of his subsequent death), (i) the Employee's salary in installments through the end of the Employment Term which was in effect immediately prior to Employee's disability, and (ii) any applicable Pro Rated Bonus. Before making any termination decision pursuant to this Section 1.5(b), the Company shall determine whether there is any reasonable accommodation (within the meaning of the Americans With Disabilities Act) which would enable the Employee to perform the essential functions of the Employee's position under this Agreement despite the existence of any such disability. If such a reasonable accommodation is possible, the Company shall make that accommodation and shall not terminate the Employee's employment hereunder during the Employment Term based on such disability. (c) Certain Discharges. Prior to the end of the Employment Term, the Company may discharge the Employee for Cause and terminate Employee's employment hereunder without notice and without any further liability hereunder to Employee or his estate. For purposes of this Agreement, "Cause" shall mean a determination by the Company that Employee: (i) has been convicted of a crime involving moral turpitude; (ii) has regularly failed or refused to follow policies or directives established by the Company or the Board of Directors of SCI; (iii) has willfully and persistently failed to attend to his duties; (iv) has committed acts amounting to gross negligence or willful misconduct to the detriment of the Company or its affiliates; (v) has violated any of his obligations under Articles II or III of this Agreement; or (vi) has otherwise breached any of the terms or provisions of this Agreement. (d) Without Cause. Prior to the end of the Employment Term, the employment of the Employee with the Company may be terminated by the Company other than for Cause, death or disability. If such event occurs prior to a Change of Control (defined hereinbelow), the Company shall have no further obligation to Employee or his estate except that the Company shall pay to the Employee (or his estate, in the event of his subsequent death), (i) the Employee's salary in installments through the end of the Employment Term which was in effect immediately prior to Employee's termination, and (ii) any applicable Pro Rated Bonus. (e) Voluntary Termination by Employee. If during the term of this Agreement, the Employee voluntarily terminates his employment with the Company prior to any Change of Control, the Company shall be relieved of all of its obligations under this Agreement, except that the Company shall pay the Employee (or his estate, in the event of his subsequent death) (i) the Employee's salary through the date of Employee's termination, and (ii) any incentive compensation 3

under Section 1.4(b) determined by the Compensation Committee for any fiscal period ended prior to the date of Employee's termination which had not been paid at the time of his termination. All such payments to the Employee or his estate shall be made in the same manner and at the same times as the Employee's salary or incentive compensation would have been paid to the Employee had he not terminated his employment. (f) Change of Control. If (i) a Change of Control occurs during the Employment Term and (ii) within twelve months after such Change of Control the Employee's employment is (x) terminated by the Company other than for Cause, death or disability, or (y) terminated by Employee for any reason or for no reason, then the Company shall be relieved of all of its obligations under this Agreement, except that the Company shall pay the Employee (or his estate, in the event of his subsequent death) in a lump sum in cash within 30 days after the Employee's date of termination the aggregate of the following amounts: (1) Two, multiplied by the Employee's annual salary in effect immediately prior to the Change of Control, plus (2) Any applicable Pro Rated Bonus. The obligations of the Company under this Section 1.5(f) shall remain in effect for twelve months after any

under Section 1.4(b) determined by the Compensation Committee for any fiscal period ended prior to the date of Employee's termination which had not been paid at the time of his termination. All such payments to the Employee or his estate shall be made in the same manner and at the same times as the Employee's salary or incentive compensation would have been paid to the Employee had he not terminated his employment. (f) Change of Control. If (i) a Change of Control occurs during the Employment Term and (ii) within twelve months after such Change of Control the Employee's employment is (x) terminated by the Company other than for Cause, death or disability, or (y) terminated by Employee for any reason or for no reason, then the Company shall be relieved of all of its obligations under this Agreement, except that the Company shall pay the Employee (or his estate, in the event of his subsequent death) in a lump sum in cash within 30 days after the Employee's date of termination the aggregate of the following amounts: (1) Two, multiplied by the Employee's annual salary in effect immediately prior to the Change of Control, plus (2) Any applicable Pro Rated Bonus. The obligations of the Company under this Section 1.5(f) shall remain in effect for twelve months after any Change of Control that occurs during the Employment Term notwithstanding the fact that such twelve month period may extend beyond the expiration of the Employment Term. (g) Post Employment Term Matters. In the event the Employment Term terminates because it is not extended or renewed pursuant to Section 1.1, then the Company shall be relieved of all of its obligations under this Agreement and Employee will thereafter be an employee "at will" of the Company. ARTICLE II INFORMATION 2.1 Nondisclosure of Information. The Employee acknowledges that in the course of his employment by the Company he will receive certain trade secrets, which may include, but are not limited to, programs, lists of acquisition or disposition prospects and knowledge of acquisition strategy, financial information and reports, lists of customers or potential customers and other confidential information and knowledge concerning the business of the Company (hereinafter collectively referred to as "Information") which the Company desires to protect. The Employee understands that the Information is confidential and agrees not to reveal the Information to anyone outside the Company so long as the confidential or secret nature of the Information shall continue, unless compelled to do so by any federal or state regulatory agency or by a court order. If Employee becomes aware that disclosure of any Information is being sought by such an agency or through a court order, Employee will immediately notify the Company. The Employee further agrees that he will at no time use the Information in competing with the Company. Upon 4

termination of Employee's employment with the Company, the Employee shall surrender to the Company all papers, documents, writings and other property produced by him or coming into his possession by or through his employment or relating to the Information, and the Employee agrees that all such materials are and will at all times remain the property of the Company and to the extent the Employee has any rights therein, he hereby irrevocably assigns such rights to the Company. 2.2 Disclosure of Information, Ideas, Concepts, Improvements, Discoveries and Inventions. As part of the Employee's fiduciary duties to the Company, Employee agrees that during his employment by the Company, and for a period of six months after the termination of the employment relationship for any reason, Employee shall promptly disclose in writing to the Company all information, ideas, concepts, improvements, discoveries and inventions, whether patentable or not, and whether or not reduced to practice, which are conceived, developed, made or acquired by Employee, either individually or jointly with others, and which relate to the business, products or services of the Company or any of its subsidiaries or affiliates, irrespective of whether Employee utilized the Company's time or facilities and irrespective of whether such information, idea, concept, improvement, discovery or invention was conceived, developed, discovered or acquired by the Employee on the job, at home, or elsewhere. This obligation extends to all types of information, ideas and concepts, including information, ideas

termination of Employee's employment with the Company, the Employee shall surrender to the Company all papers, documents, writings and other property produced by him or coming into his possession by or through his employment or relating to the Information, and the Employee agrees that all such materials are and will at all times remain the property of the Company and to the extent the Employee has any rights therein, he hereby irrevocably assigns such rights to the Company. 2.2 Disclosure of Information, Ideas, Concepts, Improvements, Discoveries and Inventions. As part of the Employee's fiduciary duties to the Company, Employee agrees that during his employment by the Company, and for a period of six months after the termination of the employment relationship for any reason, Employee shall promptly disclose in writing to the Company all information, ideas, concepts, improvements, discoveries and inventions, whether patentable or not, and whether or not reduced to practice, which are conceived, developed, made or acquired by Employee, either individually or jointly with others, and which relate to the business, products or services of the Company or any of its subsidiaries or affiliates, irrespective of whether Employee utilized the Company's time or facilities and irrespective of whether such information, idea, concept, improvement, discovery or invention was conceived, developed, discovered or acquired by the Employee on the job, at home, or elsewhere. This obligation extends to all types of information, ideas and concepts, including information, ideas and concepts relating to new types of services, corporate opportunities, acquisition prospects, the identity of key representatives within acquisition prospect organizations, prospective names or service marks for the Company's business activities, and the like. 2.3 Ownership of Information, Ideas, Concepts, Improvements, Discoveries and Inventions and All Original Works of Authorship. (a) All information, ideas, concepts, improvements, discoveries and inventions, whether patentable or not, which are conceived, made, developed or acquired by Employee or which are disclosed or made known to Employee, individually or in conjunction with others, during Employee's employment by the Company and which relate to the Company's business, products or services (including but not limited to all such information relating to corporate opportunities, research, financial and sales data, pricing and trading terms, evaluations, opinions, interpretations, acquisition prospects, the identity of customers or their requirements, the identity of key contacts within the customer's organization or within the organization of acquisition prospects, or marketing and merchandising techniques, prospective names and marks), are and shall be the sole and exclusive property of the Company. Moreover, all drawings, memoranda, notes, records, files, correspondence, manuals, models, specifications, computer programs, maps and all other writings or materials of any type embodying any of such information, ideas, concepts, improvements, discoveries and inventions are and shall be the sole and exclusive property of the Company. (b) In particular, Employee hereby specifically sells, assigns and transfers to the Company all of his worldwide right, title and interest in and to all such information, ideas, concepts, improvements, discoveries or inventions described in Section 2.3 (a) above, and any 5

United States or foreign applications for patents, inventor's certificates or other industrial rights that may be filed thereon, including divisions, continuations, continuations-in-part, reissues and/or extensions thereof, and applications for registration of such names and marks. Both during the period of Employee's employment by the Company and thereafter, Employee shall assist the Company and its nominees at all times in the protection of such information, ideas, concepts, improvements, discoveries or inventions both in the United States and all foreign countries, including but not limited to the execution of all lawful oaths and all assignment documents requested by the Company or its nominee in connection with the preparation, prosecution, issuance or enforcement of any applications for United States or foreign letters patent, including divisions, continuations, continuations-in-part, reissues, and/or extensions thereof, and any application for the registration of such names and marks. (c) Moreover, if during Employee's employment by the Company, Employee creates any original work of authorship fixed in any tangible medium of expression which is the subject matter of copyright (such as videotapes, written presentations on acquisitions, computer programs, drawing, maps, architectural renditions, models, manuals, brochures or the like) relating to the Company's business, products, or services, whether such

United States or foreign applications for patents, inventor's certificates or other industrial rights that may be filed thereon, including divisions, continuations, continuations-in-part, reissues and/or extensions thereof, and applications for registration of such names and marks. Both during the period of Employee's employment by the Company and thereafter, Employee shall assist the Company and its nominees at all times in the protection of such information, ideas, concepts, improvements, discoveries or inventions both in the United States and all foreign countries, including but not limited to the execution of all lawful oaths and all assignment documents requested by the Company or its nominee in connection with the preparation, prosecution, issuance or enforcement of any applications for United States or foreign letters patent, including divisions, continuations, continuations-in-part, reissues, and/or extensions thereof, and any application for the registration of such names and marks. (c) Moreover, if during Employee's employment by the Company, Employee creates any original work of authorship fixed in any tangible medium of expression which is the subject matter of copyright (such as videotapes, written presentations on acquisitions, computer programs, drawing, maps, architectural renditions, models, manuals, brochures or the like) relating to the Company's business, products, or services, whether such work is created solely by Employee or jointly with others, the Company shall be deemed the author of such work if the work is prepared by Employee in the scope of his or her employment; or, if the work is not prepared by Employee within the scope of his or her employment but is specially ordered by Company as a contribution to a collective work, as a part of a motion picture or other audiovisual work, as a translation, as a supplementary work, as a compilation or as an instructional text, then the work shall be considered to be work made for hire and the Company shall be considered the author of the work. In the event such work is neither prepared by the Employee within the scope of his or her employment or is not a work specially ordered and deemed to be a work made for hire, then Employee hereby agrees to assign, and by these presents, does assign, to the Company all of Employee's worldwide right, title and interest in and to the work and all rights of copyright therein. Both during the period of Employee's employment by the Company and thereafter, Employee agrees to assist the Company and its nominee, at any time, in protection of the Company's worldwide right, title and interest in and to the work and all rights of copyright therein, including but not limited to, the execution of all formal assignment documents requested by the Company or its nominees and the execution of all lawful oaths and applications for registration of copyright in the United States and foreign countries. ARTICLE III NONCOMPETITION 3.1 Noncompetition. During the Employment Term (and for a period of one or two years thereafter if the Company exercises its options under Section 3.2 hereof), Employee shall not, acting alone or in conjunction with others, directly or indirectly, in any market in which the Company or any of its affiliated companies conducts business, work for or engage in any business in competition with the business conducted by the Company or any of its affiliated companies, 6

whether for his own account or by soliciting, canvassing or accepting any business or transaction for or from any other company or business in competition with such business of the Company or any of its affiliated companies. In the event that a court should determine that any restriction herein is unenforceable, the parties hereto agree that the obligations under this paragraph shall be enforceable for the maximum term and maximum geographical area allowable by law. 3.2 Extension. The Company shall have the option to extend Employee's obligations under Section 3.1 for one additional year (the "First Extension Term") beyond the end of the Employment Term. If the Company exercises such option, it shall be required to pay Employee an amount equal to one year's salary, based on Employee's salary rate as of the date his employment with the Company ceased (the "Noncompetition Payment"). Such Noncompetition Payment shall be made in 12 equal monthly installments (each installment being an amount equal to 1/12th of such annual salary) commencing on the date which is thirty (30) days after the last day of the Employment Term. Subsequent payments shall be made on the same day of each succeeding month until 12 payments have been made. If the Employee breaches his noncompetition obligations, the Company shall be entitled to cease making such monthly payments. The purpose of this paragraph is to make the noncompetition obligation of the Employee more reasonable from the Employee's point of view. The amounts to be paid by the

whether for his own account or by soliciting, canvassing or accepting any business or transaction for or from any other company or business in competition with such business of the Company or any of its affiliated companies. In the event that a court should determine that any restriction herein is unenforceable, the parties hereto agree that the obligations under this paragraph shall be enforceable for the maximum term and maximum geographical area allowable by law. 3.2 Extension. The Company shall have the option to extend Employee's obligations under Section 3.1 for one additional year (the "First Extension Term") beyond the end of the Employment Term. If the Company exercises such option, it shall be required to pay Employee an amount equal to one year's salary, based on Employee's salary rate as of the date his employment with the Company ceased (the "Noncompetition Payment"). Such Noncompetition Payment shall be made in 12 equal monthly installments (each installment being an amount equal to 1/12th of such annual salary) commencing on the date which is thirty (30) days after the last day of the Employment Term. Subsequent payments shall be made on the same day of each succeeding month until 12 payments have been made. If the Employee breaches his noncompetition obligations, the Company shall be entitled to cease making such monthly payments. The purpose of this paragraph is to make the noncompetition obligation of the Employee more reasonable from the Employee's point of view. The amounts to be paid by the Company are not intended to be liquidated damages or an estimate of the actual damages that would be sustained by the Company if the Employee breaches his post-employment noncompetition obligation. If the Employee breaches his post-employment noncompetition obligation, the Company shall be entitled to all of its remedies at law or in equity for damages and injunctive relief. The Company may exercise the option conferred by this paragraph at any time within 30 days after the last day of the Employment Term by mailing written notice of such exercise to Employee. If the Company exercises its option to extend Employee's obligations as set forth in the preceding paragraph, then the Company shall have the option to extend Employee's obligations under Section 3.1 for one additional year (the "Second Extension Term") beyond the end of the First Extension Term. If the Company exercises its option to extend Employee's obligations for the Second Extension Term, the rights and obligations of the parties set forth in the preceding paragraph shall be applicable during the Second Extension Term. The Company may exercise the option conferred by this paragraph at any time within 30 days after the last day of the First Extension Term by mailing written notice of such exercise to Employee. 3.3 Termination For Cause or Termination By Employee. Notwithstanding anything to the contrary in this Agreement, in the event that Employee's employment hereunder is terminated for Cause pursuant to Section 1.5 (c) hereof, or in the event Employee voluntarily terminates the employment relationship for any reason other than a material breach of this Agreement by the Company, the noncompetition obligations of Employee described in Section 3.1 above shall automatically continue for a period of two years from the date the employment relationship ceases, and the Company shall not be required to (i) make any payments to Employee in consideration for such obligations, or (ii) provide any notice to Employee. Notwithstanding the foregoing, this Section 3.3 shall not be applicable in the event Employee voluntarily terminates the employment 7

relationship within twelve months after a Change of Control that occurs during the Employment Term. 3.4 Obligations to Refrain From Competing Unfairly. In addition to the other obligations agreed to by Employee in this Agreement, Employee agrees that during the Employment Term and for five (5) year(s) thereafter, he shall not at any time, directly or indirectly for the benefit or any other party than the Company or any of its affiliated companies, (a) induce, entice, or solicit any employee of the Company or any of its affiliated companies to leave his employment, or (b) contact, communicate or solicit any customer of the Company or any of its affiliated companies derived from any customer list, customer lead, mail, printed matter or other information secured from the Company or any of its affiliated companies or their present or past employees, or (c) in any other manner use any customer lists or customer leads, mail, telephone numbers, printed material or material of the Company or any of its affiliated companies relating thereto. 3.5 Acknowledgement. Employee acknowledges that Employee's compliance with the provisions of this Article III is necessary to protect the existing goodwill and other proprietary rights of the Company, as well as all goodwill and relationships that may be acquired or enhanced during the course of Employee's employment with

relationship within twelve months after a Change of Control that occurs during the Employment Term. 3.4 Obligations to Refrain From Competing Unfairly. In addition to the other obligations agreed to by Employee in this Agreement, Employee agrees that during the Employment Term and for five (5) year(s) thereafter, he shall not at any time, directly or indirectly for the benefit or any other party than the Company or any of its affiliated companies, (a) induce, entice, or solicit any employee of the Company or any of its affiliated companies to leave his employment, or (b) contact, communicate or solicit any customer of the Company or any of its affiliated companies derived from any customer list, customer lead, mail, printed matter or other information secured from the Company or any of its affiliated companies or their present or past employees, or (c) in any other manner use any customer lists or customer leads, mail, telephone numbers, printed material or material of the Company or any of its affiliated companies relating thereto. 3.5 Acknowledgement. Employee acknowledges that Employee's compliance with the provisions of this Article III is necessary to protect the existing goodwill and other proprietary rights of the Company, as well as all goodwill and relationships that may be acquired or enhanced during the course of Employee's employment with the Company, and all confidential information which may come into existence or to which Employee may have access during his employment with the Company. Employee further acknowledges that Employee will become familiar with certain of the Company's affairs, operations, customers and confidential information and data by means of his employment with the Company, and that failure to comply with the provisions of this Article III will result in irreparable and continuing damage to the Company for which there will be no adequate remedy at law. The Company shall be entitled to all of its remedies at law or in equity for damages and injunctive relief in the event of any violation of this Article III by Employee. ARTICLE IV MISCELLANEOUS 4.1 Notices. All notices, requests, consents and other communications under this Agreement shall be in writing and shall be deemed to have been delivered on the date personally delivered or on the date mailed, postage prepaid, by certified mail, return receipt requested, or telegraphed and confirmed if addressed to the respective parties as follows: If to the Employee:

8

If to the Company: General Counsel c/o SCI Executive Services, Inc. 1929 Allen Parkway Houston, Texas 77019 Attention: Legal Department Either party hereto may designate a different address by providing written notice of such new address to the other party hereto. 4.2 Entire Agreement. This Agreement replaces and merges all previous agreements and discussions relating to the same or similar subject matters between Employee and the Company (or any of its affiliates) and constitutes the entire agreement between the Employee and the Company (and any of its affiliates) with respect to the subject matter of this Agreement. Any existing employment agreement between the Employee and the Company (or any of its affiliates) is hereby terminated, effective immediately. This Agreement may not be modified in any respect by any verbal statement, representation or agreement made by an employee, officer, or representative of the Company or by any written agreement unless signed by an officer of the Company who is expressly authorized by the Company to execute such document.

If to the Company: General Counsel c/o SCI Executive Services, Inc. 1929 Allen Parkway Houston, Texas 77019 Attention: Legal Department Either party hereto may designate a different address by providing written notice of such new address to the other party hereto. 4.2 Entire Agreement. This Agreement replaces and merges all previous agreements and discussions relating to the same or similar subject matters between Employee and the Company (or any of its affiliates) and constitutes the entire agreement between the Employee and the Company (and any of its affiliates) with respect to the subject matter of this Agreement. Any existing employment agreement between the Employee and the Company (or any of its affiliates) is hereby terminated, effective immediately. This Agreement may not be modified in any respect by any verbal statement, representation or agreement made by an employee, officer, or representative of the Company or by any written agreement unless signed by an officer of the Company who is expressly authorized by the Company to execute such document. 4.3 Specific Performance. The Employee acknowledges that a remedy at law for any breach of Article II or III of this Agreement will be inadequate, agrees that the Company shall be entitled to specific performance and injunctive and other equitable relief in case of any such breach or attempted breach, and further agrees to waive any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or any other equitable relief. 4.4 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid or unenforceable under applicable law, such provision shall be ineffective to the extent of such prohibition, invalidity or unenforceability without invalidating the remainder of such provision or the remaining provisions of this Agreement. 4.5 Assignment. This Agreement may not be assigned by the Employee. Neither the Employee, his spouse, nor his estate shall have any right to commute, encumber or dispose of any right to receive payments hereunder, it being understood that such payments and the right thereto are nonassignable and nontransferable. This Agreement may be assigned by the Company. 4.6 Binding Effect. Subject to the provisions of Section 4.5 of this Agreement, this Agreement shall be binding upon and inure to the benefit of the parties hereto, the Employee's heirs and personal representatives, and the successors and assigns of the Company. 9

4.7 Captions. The section and paragraph headings in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 4.8 Governing Law. This Agreement shall be construed and enforced in accordance with, and governed by, the laws of Texas. 4.9 Counterparts. This Agreement may be executed in multiple original counterparts, each of which shall be deemed an original, but all of which together shall constitute the same instrument. 4.10 Survival of Certain Obligations. Employee's obligations under Articles II and III hereof shall survive any termination of Employee's employment hereunder. 4.11 Waiver. The waiver by either party of any right hereunder or of any breach of this Agreement shall not operate as or be construed to be an amendment of this Agreement or a waiver of any future right or breach.

4.7 Captions. The section and paragraph headings in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 4.8 Governing Law. This Agreement shall be construed and enforced in accordance with, and governed by, the laws of Texas. 4.9 Counterparts. This Agreement may be executed in multiple original counterparts, each of which shall be deemed an original, but all of which together shall constitute the same instrument. 4.10 Survival of Certain Obligations. Employee's obligations under Articles II and III hereof shall survive any termination of Employee's employment hereunder. 4.11 Waiver. The waiver by either party of any right hereunder or of any breach of this Agreement shall not operate as or be construed to be an amendment of this Agreement or a waiver of any future right or breach. 4.12 Gender. All references to the masculine pronoun herein are used for convenience and ease of reading only and are intended and apply to the feminine gender as well. 4.13 Dispute Resolution. (a) Employee and the Company agree that, except for the matters identified in Section 4.13(b) below, all disputes relating to any aspects of Employee's employment with the Company shall be resolved by binding arbitration. This includes, but is not limited to, any claims against the Company, its affiliates or their officers, directors, employees, or agents for breach of contract, wrongful discharge, discrimination, harassment, defamation, misrepresentation, and emotional distress, as well as any disputes pertaining to the meaning or effect of this Agreement. (b) It is expressly agreed that this Section 4.13 shall not govern claims for workers' compensation or unemployment benefits, or any claim by the Company against Employee which is based on fraud, theft or other dishonest conduct of Employee. (c) Any claim which either party has against the other must be presented in writing by the claiming party to the other within one year of the date the claiming party knew or should have known of the facts giving rise to the claim. Otherwise, the claim shall be deemed waived and forever barred even if there is a federal or state statute of limitations which would have given more time to pursue the claim. (d) Each party may retain legal counsel and shall pay its own costs and attorneys' fees, regardless of the outcome of the arbitration. Each party shall pay one-half of the 10

compensation to be paid to the arbitrators, as well as one-half of any other costs relating to the administration of the arbitration proceeding (for example, room rental, court reporter, etc.). (e) An arbitrator shall be selected by mutual agreement of the parties. If the parties are unable to agree on a single arbitrator, each party shall select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The three arbitrators so selected will then hear and decide the matter. All arbitrators must be attorneys, judges or retired judges who are licensed to practice law in the state where the Employee is or most recently was employed by the Company. The arbitration proceedings shall be conducted within the county in which Employee is or most recently was employed by the Company or at another mutually agreeable location. (f) Except as otherwise provided herein, the arbitration proceedings shall be conducted in accordance with the statutes, rules or regulations governing arbitration in the state in which Employee is or most recently was employed by the Company. In the absence of such statutes, rules or regulations, the arbitration proceedings shall be conducted in accordance with the employment arbitration rules of the American Arbitration Association ("AAA"); provided however, that the foregoing reference to the AAA rules shall not be deemed to require any filing with that organization, nor any direct involvement of that organization. In the event of any inconsistency

compensation to be paid to the arbitrators, as well as one-half of any other costs relating to the administration of the arbitration proceeding (for example, room rental, court reporter, etc.). (e) An arbitrator shall be selected by mutual agreement of the parties. If the parties are unable to agree on a single arbitrator, each party shall select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The three arbitrators so selected will then hear and decide the matter. All arbitrators must be attorneys, judges or retired judges who are licensed to practice law in the state where the Employee is or most recently was employed by the Company. The arbitration proceedings shall be conducted within the county in which Employee is or most recently was employed by the Company or at another mutually agreeable location. (f) Except as otherwise provided herein, the arbitration proceedings shall be conducted in accordance with the statutes, rules or regulations governing arbitration in the state in which Employee is or most recently was employed by the Company. In the absence of such statutes, rules or regulations, the arbitration proceedings shall be conducted in accordance with the employment arbitration rules of the American Arbitration Association ("AAA"); provided however, that the foregoing reference to the AAA rules shall not be deemed to require any filing with that organization, nor any direct involvement of that organization. In the event of any inconsistency between this Agreement and the statutes, rules or regulations to be applied pursuant to this paragraph, the terms of this Agreement shall apply. (g) The arbitrator shall issue a written award, which shall contain, at a minimum, the names of the parties, a summary of the issues in controversy, and a description of the award issued. Upon motion to a court of competent jurisdiction, either party may obtain a judgment or decree in conformity with the arbitration award, and said award shall be enforced as any other judgment or decree. (h) In resolving claims governed by this Section 4.13, the arbitrator shall apply the laws of the state in which Employee is or most recently was employed by the Company, and/or federal law, if applicable. (i) Employee and the Company agree and acknowledge that any arbitration proceedings between them, and the outcome of such proceedings, shall be kept strictly confidential; provided however, that the Company may disclose such information to the extent required by law and to its employees, agents and professional advisors who have a legitimate need to know such information, and the Employee may disclose such information (1) to the extent required by law, (2) to the extent that the Employee is required to disclose same to professional persons assisting Employee in preparing tax returns; and (3) to Employee's legal counsel. 4.14 Change of Control. "Change of Control" means the happening of any of the following events: 11

(a) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person"), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (A) the then outstanding shares of Common Stock of SCI (the "Outstanding SCI Common Stock") or (B) the combined voting power of the then outstanding voting securities of SCI entitled to vote generally in the election of directors (the "Outstanding SCI Voting Securities"); provided, however, that the following acquisitions shall not constitute a Change of Control under this subsection (a): (i) any acquisition directly from SCI (excluding an acquisition by virtue of the exercise of a conversion privilege), (ii) any acquisition by SCI, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by SCI or any corporation controlled by SCI, or (iv) any acquisition by any corporation pursuant to a reorganization, merger or consolidation, if, following such reorganization, merger or consolidation, the conditions described in clauses (A), (B) and (C) of subsection (c) of this definition of "Change of Control" are satisfied; or (b) Individuals who, as of the effective date hereof, constitute the Board of Directors of SCI (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board of Directors of SCI; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by SCI's shareholders, was approved by (A) a vote of at least a majority of the directors then comprising the Incumbent Board, or (B) a vote of at least a majority of the directors then comprising the

(a) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person"), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (A) the then outstanding shares of Common Stock of SCI (the "Outstanding SCI Common Stock") or (B) the combined voting power of the then outstanding voting securities of SCI entitled to vote generally in the election of directors (the "Outstanding SCI Voting Securities"); provided, however, that the following acquisitions shall not constitute a Change of Control under this subsection (a): (i) any acquisition directly from SCI (excluding an acquisition by virtue of the exercise of a conversion privilege), (ii) any acquisition by SCI, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by SCI or any corporation controlled by SCI, or (iv) any acquisition by any corporation pursuant to a reorganization, merger or consolidation, if, following such reorganization, merger or consolidation, the conditions described in clauses (A), (B) and (C) of subsection (c) of this definition of "Change of Control" are satisfied; or (b) Individuals who, as of the effective date hereof, constitute the Board of Directors of SCI (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board of Directors of SCI; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by SCI's shareholders, was approved by (A) a vote of at least a majority of the directors then comprising the Incumbent Board, or (B) a vote of at least a majority of the directors then comprising the Executive Committee of the Board of Directors of SCI at a time when such committee was comprised of at least five members and all members of such committee were either members of the Incumbent Board or considered as being members of the Incumbent Board pursuant to clause (A) of this subsection (b), shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors of SCI; or (c) Approval by the shareholders of SCI of a reorganization, merger or consolidation, in each case, unless, following such reorganization, merger or consolidation, (A) more than 60% of, respectively, the then outstanding shares of common stock of the corporation resulting from such reorganization, merger or consolidation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding SCI Common Stock and Outstanding SCI Voting Securities immediately prior to such reorganization, merger or consolidation in substantially the same proportions as their ownership, immediately prior to such reorganization, merger or consolidation, of the Outstanding SCI Common Stock and Outstanding SCI Voting Securities, as the case may be, (B) no Person (excluding SCI, any employee benefit plan (or related trust) of SCI or such corporation resulting from such reorganization, merger or consolidation, and any Person beneficially owning, immediately prior 12

to such reorganization, merger or consolidation, directly or indirectly, 20% or more of the Outstanding SCI Common Stock or Outstanding SCI Voting Securities, as the case may be) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such reorganization, merger or consolidation or the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors and (C) at least a majority of the members of the board of directors of the corporation resulting from such reorganization, merger or consolidation were members of the Incumbent Board at the time of the execution of the initial agreement providing for such reorganization, merger or consolidation; or (d) Approval by the shareholders of SCI of (A) a complete liquidation or dissolution of SCI or (B) the sale or other disposition of all or substantially all of the assets of SCI other than to a corporation, with respect to which following such sale or other disposition, (i) more than 60% of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is the beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding SCI Common Stock and Outstanding SCI Voting Securities immediately prior to such sale or

to such reorganization, merger or consolidation, directly or indirectly, 20% or more of the Outstanding SCI Common Stock or Outstanding SCI Voting Securities, as the case may be) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such reorganization, merger or consolidation or the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors and (C) at least a majority of the members of the board of directors of the corporation resulting from such reorganization, merger or consolidation were members of the Incumbent Board at the time of the execution of the initial agreement providing for such reorganization, merger or consolidation; or (d) Approval by the shareholders of SCI of (A) a complete liquidation or dissolution of SCI or (B) the sale or other disposition of all or substantially all of the assets of SCI other than to a corporation, with respect to which following such sale or other disposition, (i) more than 60% of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is the beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding SCI Common Stock and Outstanding SCI Voting Securities immediately prior to such sale or other disposition in substantially the same proportion as their ownership, immediately prior to such sale or other disposition, of the Outstanding SCI Common Stock and Outstanding SCI Voting Securities, as the case may be, (ii) no Person (excluding SCI and any employee benefit plan (or related trust) of SCI or such corporation, and any Person beneficially owning, immediately prior to such sale or other disposition, directly or indirectly, 20% or more of the Outstanding SCI Common Stock or Outstanding SCI Voting Securities, as the case may be) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors and (iii) at least a majority of the members of the board of directors of such corporation were members of the Incumbent Board at the time of the execution of the initial agreement or action of the Board of Directors of SCI providing for such sale or other disposition of assets of SCI. 4.15 Pro Rated Bonus. "Pro Rated Bonus" shall mean, a bonus equal to the product of (i) the bonus Employee did not receive but would have received under Section 1.4(b) if he had remained an employee through the end of the Employment Term, it being understood that the amount of such bonus Employee would have received shall be determined by reference to the average amount of bonus actually awarded to other officers who were at the same or comparable level of responsibility as Employee immediately prior to his termination, and (ii) a fraction, the denominator of which is 365 and the numerator of which is the number of days in the fiscal year being considered through the date of death, determination of disability or notice of termination of employment, whichever is applicable. In the event that a majority of SCI officers do not receive a bonus for the fiscal year being considered, then the Pro Rated Bonus shall not be applicable and Employee shall not be entitled to a Pro Rated Bonus. Any Pro Rated Bonus payable to Employee 13

shall be paid within 60 days of the date of the event which triggers payment of the Pro Rated Bonus. Notwithstanding anything herein to the contrary, the Company shall never be obligated to pay more than one Pro Rated Bonus. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first above written. "COMPANY" SCI Executive Services, Inc. By: Ray A. Gipson Vice President "EMPLOYEE"

shall be paid within 60 days of the date of the event which triggers payment of the Pro Rated Bonus. Notwithstanding anything herein to the contrary, the Company shall never be obligated to pay more than one Pro Rated Bonus. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first above written. "COMPANY" SCI Executive Services, Inc. By: Ray A. Gipson Vice President "EMPLOYEE" 14

EXHIBIT 10.28 FIRST AMENDMENT TO THE SERVICE CORPORATION INTERNATIONAL SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN FOR SENIOR OFFICERS

EXHIBIT 10.28 FIRST AMENDMENT TO THE SERVICE CORPORATION INTERNATIONAL SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN FOR SENIOR OFFICERS (AS AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 1, 1998) WHEREAS, Service Corporation International (the "Company") adopted the Service Corporation International Supplemental Executive Retirement Plan for Senior Executives as Amended and Restated Effective January 1, 1998 (the "SENIOR SERP") for the benefit of certain eligible employees; WHEREAS, in Section 8.1 of the SENIOR SERP the Company reserved the right to amend the SENIOR SERP by action of its Board of Directors; WHEREAS, the Board of Directors has determined that the SENIOR SERP should be amended to freeze benefit accruals effective as of January 1, 2001; NOW THEREFORE, the SENIOR SERP is hereby amended as follows: 1. The SENIOR SERP is amended to add a new Section 3.3 to read as follows: "3.3. FREEZE OF BENEFIT ACCRUALS EFFECTIVE JANUARY 1, 2001. Notwithstanding Section 3.1(a) of the Plan or anything in any individual participation agreement between the Company and a Participant to the contrary, and except as set forth below, no additional benefits shall accrue and no employees shall become eligible to participate in the Plan after December 31, 2000. No years of service shall be credited to any Participant in the Plan after December 31, 2000 for purposes of determining any Participant's benefit. Any Participant who, according to his or her individual participation agreement is not fully vested in a benefit under the Plan as of December 31, 2000 shall continue to accrue service for vesting purposes only until such Participant is fully vested; however, any vesting service credited to a Participant on or after January 1, 2001 will not increase the Accrued Benefit or the accrued portion of any Participant's age 60 benefit. The Accrued Benefit of any Participant will not be less than the accrued portion of such Participant's age 60 benefit as of December 31, 2000." 2. A new Section 8.3 shall be added to the SENIOR SERP effective as of January 1, 2001 to read as follows: "8.2. NO TERMINATION UPON FREEZE OF BENEFIT. Any amendment to the Plan which reduces or terminates future accruals of any Participant or which has the effect of causing no new employees to become eligible to participate in the Plan shall not be deemed to be a termination of the Plan or cause any Participant to be entitled to an immediate distribution under the terms of his or her individual participation agreement."

IN WITNESS WHEREOF, by authority of the Board of Directors, this amendment is approved and adopted by the undersigned officer, and except as hereby amended the SENIOR SERP is hereby ratified and affirmed, this __________________ day of ____, 2000. SERVICE CORPORATION INTERNATIONAL By: Ms. Helen Dugand, Managing Director Human Resources SCI Management, L.P.

EXHIBIT 10.31

IN WITNESS WHEREOF, by authority of the Board of Directors, this amendment is approved and adopted by the undersigned officer, and except as hereby amended the SENIOR SERP is hereby ratified and affirmed, this __________________ day of ____, 2000. SERVICE CORPORATION INTERNATIONAL By: Ms. Helen Dugand, Managing Director Human Resources SCI Management, L.P.

EXHIBIT 10.31 FIRST AMENDMENT TO THE SCI 401(K) RETIREMENT SAVINGS PLAN AMENDMENT by Service Corporation International, a corporation organized and existing under the laws of the State of Texas, (hereinafter referred to as Company). WITNESSETH: WHEREAS, the Company previously adopted and maintains the SCI 401(k) Retirement Savings Plan (the Plan); and WHEREAS, pursuant to Article XVIII of the Plan, the Company may amend the Plan at any time; and WHEREAS, the Company desires to amend the Plan in certain respects, NOW, THEREFORE, BE IT RESOLVED, that effective as of July 1, 2000 except where otherwise provided, the Plan is hereby amended as follows: 1. Section C(2) of the Adoption Agreement is amended as follows: "(2) There will be a short Plan Year for the period beginning July 1, 2000 and ending December 30, 2000. From and after December 31, 2000, Plan Year shall mean the twelve consecutive month period beginning on each December 31 and ending on the next December 30." 2. Section (D)(1) of the Adoption Agreement to the Plan shall be amended to delete the "x" in Section (D)(1)(a) and amend Section (D)(1)(c) to read as follows: "(c) [x] All employees who are not covered by a collective bargaining agreement or who are covered by a collective bargaining agreement which provides for participation in the Plan. An employee will not be considered to be covered by a collective bargaining agreement for purposes of eligibility to participate unless retirement benefits were the subject of good faith bargaining between the employer and the employees' representatives. 3. Effective as of January 1, 2001, Section (I) of the Adoption Agreement to the Plan shall be amended to eliminate the election of a discretionary percentage matching contribution in (2)(b) and electing instead a discretionary graduated matching contribution and amending Section (2)(c) of the Adoption Agreement to read as follows: "COMPANY MATCHING AND COMPANY QUALIFIED MATCHING CONTRIBUTIONS (c) [x] DISCRETIONARY GRADUATED MATCH - An amount equal to a specified percentage of the Elective Deferrals, the total contribution not to exceed the lesser of $ NA or 6% of Compensation. The specified percentage will vary with the Years of Service credited to the Participant for vesting purposes as follows:

EXHIBIT 10.31 FIRST AMENDMENT TO THE SCI 401(K) RETIREMENT SAVINGS PLAN AMENDMENT by Service Corporation International, a corporation organized and existing under the laws of the State of Texas, (hereinafter referred to as Company). WITNESSETH: WHEREAS, the Company previously adopted and maintains the SCI 401(k) Retirement Savings Plan (the Plan); and WHEREAS, pursuant to Article XVIII of the Plan, the Company may amend the Plan at any time; and WHEREAS, the Company desires to amend the Plan in certain respects, NOW, THEREFORE, BE IT RESOLVED, that effective as of July 1, 2000 except where otherwise provided, the Plan is hereby amended as follows: 1. Section C(2) of the Adoption Agreement is amended as follows: "(2) There will be a short Plan Year for the period beginning July 1, 2000 and ending December 30, 2000. From and after December 31, 2000, Plan Year shall mean the twelve consecutive month period beginning on each December 31 and ending on the next December 30." 2. Section (D)(1) of the Adoption Agreement to the Plan shall be amended to delete the "x" in Section (D)(1)(a) and amend Section (D)(1)(c) to read as follows: "(c) [x] All employees who are not covered by a collective bargaining agreement or who are covered by a collective bargaining agreement which provides for participation in the Plan. An employee will not be considered to be covered by a collective bargaining agreement for purposes of eligibility to participate unless retirement benefits were the subject of good faith bargaining between the employer and the employees' representatives. 3. Effective as of January 1, 2001, Section (I) of the Adoption Agreement to the Plan shall be amended to eliminate the election of a discretionary percentage matching contribution in (2)(b) and electing instead a discretionary graduated matching contribution and amending Section (2)(c) of the Adoption Agreement to read as follows: "COMPANY MATCHING AND COMPANY QUALIFIED MATCHING CONTRIBUTIONS (c) [x] DISCRETIONARY GRADUATED MATCH - An amount equal to a specified percentage of the Elective Deferrals, the total contribution not to exceed the lesser of $ NA or 6% of Compensation. The specified percentage will vary with the Years of Service credited to the Participant for vesting purposes as follows:
Years of Service ---------------0-5 6-10 11 or more Percentage Match ---------------75% 110% 135%

1

The above-stated Matching Contribution will apply effective as of January 1, 2001 and for each calendar year thereafter, unless and until such Company Matching Contribution shall be revoked or modified by action of the Executive Committee of the Company."

The above-stated Matching Contribution will apply effective as of January 1, 2001 and for each calendar year thereafter, unless and until such Company Matching Contribution shall be revoked or modified by action of the Executive Committee of the Company." 4. Part I of the Plan is amended to add a new subsection 1.50 as follows: "1.50 APPLICABLE TAX YEAR means the Tax Year in which the Plan Year begins." 5. Part I of the Plan is amended to add a new subsection 1.51 as follows: "1.51 TAX YEAR means the fiscal year of the Company which begins on January 1 and ends on December 31." 6. Part I of the Plan Document is amended to add a new subsection 1.52 as follows: "1.52 SPECIFIED MINIMUM EMPLOYER CONTRIBUTION. An amount contributed by the Employer to the Trust pursuant to Section 4.16 of the Plan." 7. Section 3.2 of the Plan shall be amended to read as follows: "3.2 ELIGIBILITY COMPUTATION PERIOD. Years of Service and Breaks in Service for purposes of determining eligibility to participate in the Plan shall be measured on the same eligibility computation period. The eligibility computation period is the 12-consecutive month period beginning on the date the Employee first performs an Hour of Service for the Company (employment commencement date) and each anniversary of such date thereafter." 8. Part IV of the Plan is amended by the addition of a new Section 4.16 as follows: "4.16 SPECIFIED MINIMUM EMPLOYER CONTRIBUTIONS. Notwithstanding any provision of the Plan to the contrary, the following provisions shall govern the treatment of Specified Minimum Employer Contributions. (a) Frequency and Eligibility. For each Plan Year beginning on and after December 31, 2000, the Employer shall make a discretionary Specified Minimum Employer Contribution on behalf of the group of Employees who are Employees and Plan Participants from the first day through the last day of the Applicable Tax Year (First Day Participants). For purposes of the Applicable Tax Year beginning January 1, 2000 and ending December 31, 2000, First Day Participants shall be the group of Employees who are Employees from the first day through the last day of the Applicable Tax Year and Plan Participants from July 1, 2000 through 2

the last day of the Applicable Tax Year. The Specified Minimum Employer Contribution will be based on Compensation earned by the First Day Participants in the Applicable Tax Year. The Specified Minimum Employer Contribution for each Plan Year shall be in an amount determined by the Board of Directors by appropriate resolution on or before the last day of the Applicable Tax Year. (b) Allocation Method. Each First Day Participant's share of the Specified Minimum Employer Contribution for each Plan Year shall be determined as follows: (1) The Specified Minimum Employer Contribution shall be allocated during the Plan Year as Elective Deferral Contributions described in Section 1.20 of the Plan and Company Matching Contributions described in Section 1.10 of the Plan, to the Account of each First Day Participant pursuant to Part IV of the Plan and Sections G and I of the Adoption Agreement. Such Matching Contributions shall be made without regard to any last-day requirement, or any other Year of Service or hour-of-service requirement. (2) Second, if any of the Specified Minimum Employer Contribution remains after the allocation in Section 4.16 (b)(1) above, the remainder shall, to the extent allowable under section 415 of the Internal Revenue Code, be allocated as an additional Company Matching Contribution on the last day of the Plan Year to each First Day

the last day of the Applicable Tax Year. The Specified Minimum Employer Contribution will be based on Compensation earned by the First Day Participants in the Applicable Tax Year. The Specified Minimum Employer Contribution for each Plan Year shall be in an amount determined by the Board of Directors by appropriate resolution on or before the last day of the Applicable Tax Year. (b) Allocation Method. Each First Day Participant's share of the Specified Minimum Employer Contribution for each Plan Year shall be determined as follows: (1) The Specified Minimum Employer Contribution shall be allocated during the Plan Year as Elective Deferral Contributions described in Section 1.20 of the Plan and Company Matching Contributions described in Section 1.10 of the Plan, to the Account of each First Day Participant pursuant to Part IV of the Plan and Sections G and I of the Adoption Agreement. Such Matching Contributions shall be made without regard to any last-day requirement, or any other Year of Service or hour-of-service requirement. (2) Second, if any of the Specified Minimum Employer Contribution remains after the allocation in Section 4.16 (b)(1) above, the remainder shall, to the extent allowable under section 415 of the Internal Revenue Code, be allocated as an additional Company Matching Contribution on the last day of the Plan Year to each First Day Participant's Company Matching Contribution Account, as defined in Section 8.1, in the ratio that such First Day Participant's Elective Deferral Contributions during the Plan Year bear to the Elective Deferral Contributions of all First Day Participants during the Plan Year. The Specified Minimum Employer Contributions allocated as an additional Company Matching Contribution shall be treated in the same manner as Company Matching Contributions for all purposes of the Plan. (3) Third, any balance of the Specified Minimum Employer Contribution remaining unallocated after the allocation in section 4.16(b)(2) above, shall be allocated as a Company Profit Sharing Contribution to each First Day Participant's Company Profit Sharing Contribution Account, as defined in Section 8.1, in the ratio that the First Day Participant's Compensation during the Plan Year bears to the total Compensation of all First Day Participants during the Plan Year. (4) Fourth, any balance of the Specified Minimum Employer Contribution remaining unallocated after the allocation in section 4.16(b)(3), above, shall be allocated as a Company Profit Sharing Contribution to the Company Profit Sharing 3

Contribution Account, as defined in Section 8.1, of each employee who was a Participant in the Plan on the first day of the Plan Year, in the ratio that such Participant's Compensation during the Plan Year bears to the total Compensation of all such Participants during the Plan Year. (5) The Administrator shall reduce the proportionate allocation under Section 4.16(b)(2), (3), and (4) above, to Participants who are Highly Compensated Employees to the extent necessary to comply with the provisions of section 401(a)(4) of the Internal Revenue Code and the regulations thereunder. Any such amount will be allocated and reallocated to the remaining Participants to the extent allowed under section 415 of the Internal Revenue Code. Notwithstanding any other provision of the Plan to the contrary, any allocation of Elective Deferral Contributions to a First Day Participant's Elective Deferral Account shall be made under Section G of the Adoption Agreement or this section, as appropriate, but not both sections. Similarly, any allocation of Company Matching Contributions to a First Day Participant's Company Matching Account shall be made under either Section I of the Adoption Agreement or this section, as appropriate, but not both sections. (c) Timing, Medium and Posting. The Employer shall make the Specified Minimum Employer Contribution in cash or in Company Stock, in one or more installments without interest, at any time during the Plan Year, and for purposes of deducting such Contribution, not later than the Employer's federal tax filing date, including extensions, for its Tax Year that ends within such Plan Year. The Trustee shall post such amount to each First Day Participant's Elective Deferral Account, Company Matching Account, or Company Profit Sharing Contribution

Contribution Account, as defined in Section 8.1, of each employee who was a Participant in the Plan on the first day of the Plan Year, in the ratio that such Participant's Compensation during the Plan Year bears to the total Compensation of all such Participants during the Plan Year. (5) The Administrator shall reduce the proportionate allocation under Section 4.16(b)(2), (3), and (4) above, to Participants who are Highly Compensated Employees to the extent necessary to comply with the provisions of section 401(a)(4) of the Internal Revenue Code and the regulations thereunder. Any such amount will be allocated and reallocated to the remaining Participants to the extent allowed under section 415 of the Internal Revenue Code. Notwithstanding any other provision of the Plan to the contrary, any allocation of Elective Deferral Contributions to a First Day Participant's Elective Deferral Account shall be made under Section G of the Adoption Agreement or this section, as appropriate, but not both sections. Similarly, any allocation of Company Matching Contributions to a First Day Participant's Company Matching Account shall be made under either Section I of the Adoption Agreement or this section, as appropriate, but not both sections. (c) Timing, Medium and Posting. The Employer shall make the Specified Minimum Employer Contribution in cash or in Company Stock, in one or more installments without interest, at any time during the Plan Year, and for purposes of deducting such Contribution, not later than the Employer's federal tax filing date, including extensions, for its Tax Year that ends within such Plan Year. The Trustee shall post such amount to each First Day Participant's Elective Deferral Account, Company Matching Account, or Company Profit Sharing Contribution Account once the allocations under (1) through (5), above, are determined. The Specified Minimum Employer Contribution shall be held in a suspense account until posted. Such suspense account shall not participate in the allocation of investment gains, losses, income and deductions of the trust as a whole, but shall be invested separately. All gains, losses, income and deductions attributable to such suspense account shall be applied to reduce Plan fees and expenses. In no event will amounts remain in the suspense account after the end of the Plan Year. (d) Deduction Limitation. In no event shall the Specified Minimum Employer Contribution, when aggregated with other Employer and Participant contributions for the Employer's Tax Year that ends within such Plan Year, exceed the amount deductible by the Employer for federal income tax purposes for such Tax Year." 4

9. The first paragraph of Section 9.3 of the Plan shall be amended by substituting the words "calendar year" in each place that the words "Plan Year" appear. 10. The first sentence of Addendum B of the Plan shall be amended to read as follows: 11. "The following additional provisions concerning qualifying Employer securities are included as an addendum to Part VI of the SCI 401(k) Retirement Savings Plan (the "Plan")." 12. Section 6.4 of Addendum B of the Plan shall be redesignated as Section 6.6 and the remaining sections of Addendum B shall be redesignated accordingly. 13. Addendum B of the Plan shall be amended to add a new Section 6.7 to read as follows: "6.7 COMPANY CONTRIBUTIONS MADE IN COMPANY STOCK. All Company Matching Contributions and other contributions made by the Company other than Elective Deferrals shall be made in Company Stock unless the Company, by action of its Board of Directors, shall specify that such contributions shall be made in cash. Prior to making any such contribution, the Company shall specify the amount to be contributed in a notice to the Applicable Fiduciary. The Applicable Fiduciary shall determine the price assigned to and the number of shares necessary to satisfy the amount of such contribution (based on the closing price of such shares on a national securities exchange as of the day immediately prior to such determination and such other factors as the Applicable Fiduciary may in its discretion deem appropriate) and shall

9. The first paragraph of Section 9.3 of the Plan shall be amended by substituting the words "calendar year" in each place that the words "Plan Year" appear. 10. The first sentence of Addendum B of the Plan shall be amended to read as follows: 11. "The following additional provisions concerning qualifying Employer securities are included as an addendum to Part VI of the SCI 401(k) Retirement Savings Plan (the "Plan")." 12. Section 6.4 of Addendum B of the Plan shall be redesignated as Section 6.6 and the remaining sections of Addendum B shall be redesignated accordingly. 13. Addendum B of the Plan shall be amended to add a new Section 6.7 to read as follows: "6.7 COMPANY CONTRIBUTIONS MADE IN COMPANY STOCK. All Company Matching Contributions and other contributions made by the Company other than Elective Deferrals shall be made in Company Stock unless the Company, by action of its Board of Directors, shall specify that such contributions shall be made in cash. Prior to making any such contribution, the Company shall specify the amount to be contributed in a notice to the Applicable Fiduciary. The Applicable Fiduciary shall determine the price assigned to and the number of shares necessary to satisfy the amount of such contribution (based on the closing price of such shares on a national securities exchange as of the day immediately prior to such determination and such other factors as the Applicable Fiduciary may in its discretion deem appropriate) and shall provide notice to the Company on the date of such determination of the number of shares required to be contributed. The Company shall contribute such shares through original issuance of shares, purchase from the Company's treasury, purchase through national securities exchange, or pursuant to other arrangements mutually agreed upon by the Company and the Applicable Fiduciary. Shares of Company Stock contributed by the Company shall be held in the Company Stock Fund and shall be subject to all relevant provisions of the Plan and this Addendum B." 13. Except as amended herein, the Plan is hereby ratified and affirmed in all respects. 5

IN WITNESS WHEREOF, this Amendment is adopted this _______ day of __________________, 2000. SERVICE CORPORATION INTERNATIONAL

Attest: (Seal) Secretary 6

EXHIBIT 12.1 SERVICE CORPORATION INTERNATIONAL RATIO OF EARNINGS TO FIXED CHARGES
Twelve Months Ende 2000 -----------(Thousands, except Pretax income from continuing operations ....................................... $ (516,978)

IN WITNESS WHEREOF, this Amendment is adopted this _______ day of __________________, 2000. SERVICE CORPORATION INTERNATIONAL

Attest: (Seal) Secretary 6

EXHIBIT 12.1 SERVICE CORPORATION INTERNATIONAL RATIO OF EARNINGS TO FIXED CHARGES
Twelve Months Ende 2000 -----------(Thousands, except Pretax income from continuing operations ....................................... Undistributed income of less than 50% owned equity investees ................... Minority interest in income of majority owned subsidiaries with fixed charges ........................................................................ Add fixed charges as adjusted (from below) ..................................... $ (516,978) (2,510) 408 319,637 -----------$ (199,443) ------------

Fixed charges: Interest expense: Corporate ................................................................. Financial services ........................................................ Capitalized ............................................................... Amortization of debt cost ...................................................... 1/3 of rental expense .......................................................... Fixed charges .................................................................. Less: Capitalized interest .................................................... Fixed charges as adjusted ......................................................

275,157 8,833 1 6,392 29,255 -----------319,638 (1) -----------$ 319,637 ============

$

Ratio (earnings divided by fixed charges)* .....................................

(0.62) ============

* For purposes of computing the ratio of earnings to fixed charges, earnings consist of income from continuing operations before income taxes, extraordinary gains, and cumulative effect of accounting change; less undistributed income of equity investees which are less than 50% owned; plus the minority interest of majority owned subsidiaries with fixed charges, and fixed charges (excluding capital interest). Fixed charges consist of interest expense, whether capitalized or expensed, amortization of debt costs and one-third of rental expense which the Company considers representative of the interest factor in the rentals. The decrease in the Company's ratio of earnings to fixed charges in 2000 compared to 1999 is attributable to restructuring and nonrecurring charges recorded (see note seventeen to the consolidated financial statements in Item 8 of this Form 10-K) and increased interest expense related to the Company not being able to access commercial paper markets. Without the above mentioned restructuring and nonrecurring charges, the ratio of earnings to fixed charges would have been 0.82 and 2.16 for the years ended December 31, 2000 and 1999.

EXHIBIT 12.1 SERVICE CORPORATION INTERNATIONAL RATIO OF EARNINGS TO FIXED CHARGES
Twelve Months Ende 2000 -----------(Thousands, except Pretax income from continuing operations ....................................... Undistributed income of less than 50% owned equity investees ................... Minority interest in income of majority owned subsidiaries with fixed charges ........................................................................ Add fixed charges as adjusted (from below) ..................................... $ (516,978) (2,510) 408 319,637 -----------$ (199,443) ------------

Fixed charges: Interest expense: Corporate ................................................................. Financial services ........................................................ Capitalized ............................................................... Amortization of debt cost ...................................................... 1/3 of rental expense .......................................................... Fixed charges .................................................................. Less: Capitalized interest .................................................... Fixed charges as adjusted ......................................................

275,157 8,833 1 6,392 29,255 -----------319,638 (1) -----------$ 319,637 ============

$

Ratio (earnings divided by fixed charges)* .....................................

(0.62) ============

* For purposes of computing the ratio of earnings to fixed charges, earnings consist of income from continuing operations before income taxes, extraordinary gains, and cumulative effect of accounting change; less undistributed income of equity investees which are less than 50% owned; plus the minority interest of majority owned subsidiaries with fixed charges, and fixed charges (excluding capital interest). Fixed charges consist of interest expense, whether capitalized or expensed, amortization of debt costs and one-third of rental expense which the Company considers representative of the interest factor in the rentals. The decrease in the Company's ratio of earnings to fixed charges in 2000 compared to 1999 is attributable to restructuring and nonrecurring charges recorded (see note seventeen to the consolidated financial statements in Item 8 of this Form 10-K) and increased interest expense related to the Company not being able to access commercial paper markets. Without the above mentioned restructuring and nonrecurring charges, the ratio of earnings to fixed charges would have been 0.82 and 2.16 for the years ended December 31, 2000 and 1999.

EXHIBIT 21.1 SUBSIDIARIES OF THE COMPANY March 1, 2001 Ownership
ALABAMA Equity Corporation International (DE Corp.) Alabama subsidiaries ECI Services, Inc. (DE Corp.) Alabama subsidiaries ECI Alabama Services, Inc. .......................................... SCI Funeral Services, Inc. (Iowa Corp) Alabama subsidiaries SCI Alabama Funeral Services, Inc. ....................................... EC Land Company, Inc. ...............................................

100% 100% 100%

EXHIBIT 21.1 SUBSIDIARIES OF THE COMPANY March 1, 2001 Ownership
ALABAMA Equity Corporation International (DE Corp.) Alabama subsidiaries ECI Services, Inc. (DE Corp.) Alabama subsidiaries ECI Alabama Services, Inc. .......................................... SCI Funeral Services, Inc. (Iowa Corp) Alabama subsidiaries SCI Alabama Funeral Services, Inc. ....................................... EC Land Company, Inc. ............................................... ALASKA SCI Funeral Services, Inc. (Iowa Corp.) Alaska subsidiaries SCI Alaska Funeral Services, Inc. ........................................ ARIZONA Equity Corporation International (DE Corp.) Arizona subsidiaries ECI Services, Inc. (DE Corp.) Arizona subsidiaries ECI Services of Arizona, Inc. (DE Corp.) Arizona subsidiaries Parker Funeral Home, Inc. .................................. SCI Funeral Services, Inc. (Iowa Corp.) Arizona subsidiaries National Cremation Society, Inc. ......................................... SCI Arizona Funeral Services, Inc. ....................................... ARKANSAS SCI Funeral Services, Inc. (Iowa Corp) Arkansas subsidiaries SCI Arkansas Funeral Services, Inc. ...................................... CALIFORNIA SCI Funeral Services, Inc. (Iowa Corp.) California subsidiaries SCI California Funeral Services, Inc. .................................... CWFD, Inc. .......................................................... Ellis-Olson Mortuary ................................................ Eric H. Ramsey Enterprises, Inc. .................................... Lakeside Memorial Lawn .............................................. Mount Vernon Memorial Park .......................................... Oak Hill Improvement Company ........................................ Pierce Brothers ..................................................... World Funeral Home .................................................. COLORADO SCI Funeral Services, Inc. (Iowa Corp.) Colorado subsidiaries SCI Colorado Funeral Services, Inc. ...................................... CONNECTICUT SCI Funeral Services, Inc. (Iowa Corp.) Connecticut subsidiaries SCI Connecticut Funeral Services, Inc. ...................................

100% 100% 100%

100%

100% 100% 100%

100%

100% 100% 100% 100% 100% 100% 100% 100% 100%

100%

100%

1
DELAWARE BestHalf.com, Inc. .................................................................. Christian Funeral Services, Inc. .................................................... Equity Corporation International .................................................... ECI Capital Corporation ....................................................... ECI Services, Inc. ............................................................ ECI Alabama Services, Inc. (AL Corp.) Delaware subsidiaries ECI-Chapel Hill, Inc. ............................................... ECI Cemetery Management Services, Inc. ................................... ECI Cemetery Services of Maryland, Inc. .................................. ECI Cemetery Services of Oregon, Inc. .................................... ECI Management Services, Inc. ............................................ ECI-San Jose, Inc. ....................................................... San Jose Funeral Home I (DE Partnership) ............................ ECI Services of Arizona, Inc. ............................................ ECI Services of Arkansas, Inc. ...........................................

80% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 50% 100% 100%

DELAWARE BestHalf.com, Inc. .................................................................. Christian Funeral Services, Inc. .................................................... Equity Corporation International .................................................... ECI Capital Corporation ....................................................... ECI Services, Inc. ............................................................ ECI Alabama Services, Inc. (AL Corp.) Delaware subsidiaries ECI-Chapel Hill, Inc. ............................................... ECI Cemetery Management Services, Inc. ................................... ECI Cemetery Services of Maryland, Inc. .................................. ECI Cemetery Services of Oregon, Inc. .................................... ECI Management Services, Inc. ............................................ ECI-San Jose, Inc. ....................................................... San Jose Funeral Home I (DE Partnership) ............................ ECI Services of Arizona, Inc. ............................................ ECI Services of Arkansas, Inc. ........................................... ECI Services of California, Inc. ......................................... ECI Services of Connecticut, Inc. ........................................ ECI Services of Florida, Inc. ............................................ ECI Services of Georgia, Inc. ............................................ ECI Services of Illinois, Inc. ........................................... ECI Services of Indiana, Inc. ............................................ ECI Services of Iowa, Inc. ............................................... ECI Services of Louisiana, Inc. .......................................... ECI Services of Maine, Inc. .............................................. ECI Services of Massachusetts, Inc. ...................................... ECI-Carr Funeral Home, Inc. ......................................... ECI-Fay McCabe Funeral Home, Inc. ................................... ECI-Henderson Funeral Home, Inc. .................................... ECI-Rapino Memorial Home, Inc. ...................................... ECI Services of Minnesota, Inc. .......................................... ECI Services of Mississippi, Inc. ........................................ ECI Services of Missouri, Inc. ........................................... ECI Services of New Hampshire, Inc. ...................................... ECI Services of New Jersey, Inc. ......................................... ECI Services of New Mexico, Inc. ......................................... ECI Services of New York, Inc. ........................................... ECI Services of North Carolina, Inc. ..................................... ECI Services of North Dakota, Inc. ....................................... ECI Services of Ohio, Inc. ............................................... ECI Services of Oklahoma, Inc. ........................................... ECI Services of Pennsylvania, Inc. ....................................... ECI Services of South Carolina, Inc. ..................................... ECI Services of South Dakota, Inc. ....................................... ECI Services of Texas,Inc ................................................ ECI Services of Vermont, Inc. ............................................ ECI Services of Virginia, Inc. ........................................... ECI Services of West Virginia, Inc. ...................................... ECI Services of Wisconsin, Inc. .......................................... Lake View Management Company, Inc. ....................................... Salvatore Air Transportation Corp. .................................................. SCI Aviation, Inc. .................................................................. SCI Executive Services, Inc. ........................................................ SCI Finance Management Inc. ......................................................... SCI Financial Services, Inc. ........................................................ Making Everlasting Memories, L.L.C ............................................ Purple Cross Insurance Agency ................................................. SCI Investment Services, Inc. ................................................. SCI Funeral Services, Inc. (Iowa Corp.) Delaware subsidiaries First Memorial Funeral Services, Inc. ......................................... Gibraltar Mausoleum Construction Company, Inc. ................................ IFC-Boyertown, Inc. ...........................................................

80% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 50% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 49% 49% 49% 49% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 80% 100% 100% 100% 100% 100%

2
Memorial Guardian Plans, Inc. ................................................. SCI Funeral Services, Inc. .................................................... SCI Georgia Funeral Services, Inc. ............................................ SCI Missouri Funeral Services, Inc. (MO Corp.)Delaware subsidiaries IFC-York, Inc. ........................................................... SCI Ohio Funeral Services, Inc. (OH Corp.)Delaware subsidiaries Rose Hill Securities Company ............................................. 100% 100% 100% 100% 100%

Memorial Guardian Plans, Inc. ................................................. SCI Funeral Services, Inc. .................................................... SCI Georgia Funeral Services, Inc. ............................................ SCI Missouri Funeral Services, Inc. (MO Corp.)Delaware subsidiaries IFC-York, Inc. ........................................................... SCI Ohio Funeral Services, Inc. (OH Corp.)Delaware subsidiaries Rose Hill Securities Company ............................................. SCI Iowa Funeral Services, Inc. (IA Corp.) Delaware subsidiaries SCI Iowa Finance Company ................................................. SCI Pennsylvania Funeral Services, Inc. (PA Corp.) Delaware subsidiaries Gabauer Funeral Home, Inc. ............................................... SCI Texas Funeral Services, Inc. .............................................. Texas Marker, L.P. ....................................................... Professional Funeral Traditions, LLC ..................................... Texas Marker, L.P. .................................................. SCI Virginia Funeral Services, Inc. (VA Corp.) Delaware subsidiaries SCI Loan Services, LLC ................................................... PSI Funding, Inc. ................................................... SCI International Limited ........................................................... Galahad Investment Corporation ................................................ Kenyon International Emergency Services, Inc. ................................. SCI Capital Holdings, Inc. .................................................... SCI Financing Corporation ..................................................... SCI GP1, LLC-(DE limited liability company) ................................... SCI GP2, LLC-(DE limited liability company) ................................... TRA Acquisition Corporation ................................................... Nowell-Flippin Funeral Home (MS Partnership) .................................. Service Corporation International PLC (English Corp.) .................... SCI Special, Inc. ................................................................... Remembrance Memorial Traditions, LLC .......................................... SCI Management L.P. ...................................................... SCI Administrative Services, LLC .............................................. SCI Management L.P. ...................................................... International Funeral Services, Inc. ................................ SCI European Aviation, Inc. ......................................... Dignity Provider Network, Inc. ...................................... SCI Capital Corporation ....................................................... Investment Capital Corporation (Texas Corp.) Delaware subsidiaries IFC-YP, Inc. ........................................................ DISTRICT OF COLUMBIA SCI Funeral Services, Inc. (Iowa Corp.) DC subsidiaries Witzke Funeral Homes, Inc. .................................................... FLORIDA Equity Corporation International (DE Corp.) Florida subsidiaries ECI Services, Inc. (DE Corp.) Florida subsidiaries ECI Services of Florida, Inc. (DE Corp.) Florida subsidiaries San Jose Funeral Homes, Inc. ........................................ SCI Funeral Services, Inc. (Iowa Corp) Florida subsidiaries SCI Funeral Services of Florida, Inc. ......................................... Dorsey Funeral Home, Inc. ................................................ Florida Marker, LLC ...................................................... FM Cemetery, Inc. ........................................................ Fountainhead Memorial Park, Inc. ......................................... Lakeview Memorial Gardens, Inc. .......................................... Memorial Plans, Inc. ..................................................... SCI Georgia Funeral Services, Inc. (DE Corp.) Florida subsidiaries Marianna Chapel Funeral Home, Inc. .......................................

100% 100% 100% 100% 100% 100% 100% 100% 1% 100% 99% 100% 100% 100% 20% 100% 70% 100% 100% 100% 100% 27.5% 49% 100% 100% 99% 100% 1% 100% 100% 100% 100% 100%

100%

100% 100% 100% 100% 100% 100% 100% 100% 100%

3
GEORGIA Equity Corporation International (DE Corp.) Georgia subsidiaries ECI Services, Inc. (DE Corp.) Georgia subsidiaries ECI Cemetery Services of Georgia, Inc. ................................... ECI Cemetery Services of North Carolina, Inc. ............................ ECI Cemetery Services of South Carolina, Inc. ............................ SCI Funeral Services, Inc. (Iowa corp.) Georgia subsidiaries SCI Georgia Funeral Services, Inc. (Delaware Corp.) Georgia subsidiaries SCI Georgia Land, Inc. ...................................................

100% 100% 100%

100%

GEORGIA Equity Corporation International (DE Corp.) Georgia subsidiaries ECI Services, Inc. (DE Corp.) Georgia subsidiaries ECI Cemetery Services of Georgia, Inc. ................................... ECI Cemetery Services of North Carolina, Inc. ............................ ECI Cemetery Services of South Carolina, Inc. ............................ SCI Funeral Services, Inc. (Iowa corp.) Georgia subsidiaries SCI Georgia Funeral Services, Inc. (Delaware Corp.) Georgia subsidiaries SCI Georgia Land, Inc. ................................................... HAWAII SCI Funeral Services, Inc. (Iowa Corp.) Hawaii subsidiaries SCI Hawaii Funeral Services,Inc ............................................... *Hawaiian Memorial Park Cemetery ......................................... Garden Life Plan, Ltd. .............................................. Hawaiian Memorial Life Plan, Ltd. ................................... IDAHO NO SUBSIDIARIES ILLINOIS Equity Corporation International (DE Corp.) Illinois subsidiaries ECI Services, Inc. (DE Corp.) Illinois subsidiaries Lake View Memorial Gardens, Inc. ......................................... Lake View Funeral Home, Inc. ........................................ SCI Funeral Services, Inc. (Iowa Corp.) Illinois subsidiaries SCI Illinois Services, Inc. ................................................... Kolbus Funeral Home, Inc. ................................................ INDIANA SCI Funeral Services, Inc. (Iowa Corp.) Indiana subsidiaries SCI Indiana Funeral Services, Inc. ............................................ Gold Crusader Insurance Agency, Inc. ..................................... Roselawn Memorial Association, Inc. ...................................... IOWA Equity Corporation International (DE Corp.) Iowa subsidiaries ECI Services, Inc. (DE Corp.) Iowa subsidiaries ECI Services of Iowa, Inc. (DE Corp.) Iowa subsidiaries Willim Funeral Homes, Ltd. .......................................... SCI Funeral Services, Inc. .......................................................... Bunker's Eden Vale, Inc. ...................................................... SCI Iowa Funeral Services, Inc. ............................................... KANSAS SCI Funeral Services, Inc. (Iowa Corp.) Kansas subsidiaries SCI Kansas Funeral Services, Inc. ............................................. KENTUCKY SCI Funeral Services, Inc. (Iowa Corp) Kentucky subsidiaries SCI Kentucky Funeral Services, Inc. ........................................... LOUISIANA SCI Funeral Services, Inc. (Iowa Corp) Louisiana subsidiaries SCI Louisiana Funeral Services, Inc. ..........................................

100% 100% 100%

100%

100% -050% 100%

100% 100% 100% 100%

100% 100% 100%

100% 100% 100% 100%

100%

99%

100%

4
MAINE SCI Funeral Services, Inc. (Iowa Corp) Maine subsidiaries SCI Maine Funeral Services,Inc. .......................................... MARYLAND SCI Funeral Services, Inc. (Iowa Corp.) Maryland subsidiaries HFH, Inc. ................................................................ Burgee-Henss-Seitz Funeral Home, Inc. ............................... Bradley-Ashton-Matthews Funeral Home, Inc. .......................... Charles S. Zeiler & Son, Inc. ....................................... Danzansky-Goldberg Memorial Chapels, Inc. ........................... Edward Sagel Funeral Direction, Inc. ................................ Fleck Funeral Home, Inc. ............................................ Gary L. Kaufman Funeral Home at Meadowridge Memorial Park, Inc. ................................

100%

100% 100% 100% 100% 100% 100% 100% 100%

MAINE SCI Funeral Services, Inc. (Iowa Corp) Maine subsidiaries SCI Maine Funeral Services,Inc. .......................................... MARYLAND SCI Funeral Services, Inc. (Iowa Corp.) Maryland subsidiaries HFH, Inc. ................................................................ Burgee-Henss-Seitz Funeral Home, Inc. ............................... Bradley-Ashton-Matthews Funeral Home, Inc. .......................... Charles S. Zeiler & Son, Inc. ....................................... Danzansky-Goldberg Memorial Chapels, Inc. ........................... Edward Sagel Funeral Direction, Inc. ................................ Fleck Funeral Home, Inc. ............................................ Gary L. Kaufman Funeral Home at Meadowridge Memorial Park, Inc. ................................ Gary L. Kaufman Funeral Home Southwest, Inc. ........................ John C. Miller, Incorporated ........................................ Lemmon Funeral Home of Dulaney Valley, Inc. ......................... Loring Byers Funeral Directors, Inc. ................................ Moran-Ashton Funeral Home, Inc. ..................................... Sterling-Ashton-Schwab Funeral Home, Inc. ........................... The Dippel Funeral Homes, Incorporated .............................. Witzke Funeral Home of Catonsville, Inc. ............................ Witzke, Inc. ................................................... SCI Maryland Funeral Services, Inc. ...................................... George Washington Cemetery Company, Inc. ............................ MASSACHUSETTS SCI Funeral Services, Inc. (Iowa Corp.) Massachusetts subsidiaries Affiliated Family Funeral Service, Inc. .................................. AFFS Boston, Inc. ................................................... AFFS North, Inc. .................................................... AFFS Norwood, Inc. .................................................. AFFS Quincy, Inc. ................................................... AFFS South Coast East, Inc. ......................................... AFFS South Coast West, Inc. ......................................... AFFS West, Inc. ..................................................... Brunelle Funeral Home, Inc. . ................................... Langone Funeral Home, Inc. .......................................... Messier Funeral Home, Inc. .......................................... Perlman Funeral Home, Inc. .......................................... Pillsbury Funeral Homes, Inc. ....................................... Stanetsky Memorial Chapels, Inc. .................................... Sullivan Funeral Homes, Inc. ........................................ MICHIGAN SCI Funeral Services, Inc. (Iowa Corp) Michigan subsidiaries SCI Michigan Funeral Services, Inc. ...................................... A. J. Desmond & Sons Funeral Directors, Inc. ........................ Cemetery/Funeral Warehouse Services, Inc. ........................... Christian Memorial Funeral Center, Inc. .............................

100%

100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 55.17% 100% 100%

100% 40% 30% 40% 40% 40% 10% 30% 40% 40% 40% 40% 40% 40% 40%

100% 42% 100% 100%

5
MINNESOTA Equity Corporation International (DE Corp.) Minnesota subsidiaries ECI Services, Inc. (DE Corp.) Minnesota subsidiaries ECI Services of Minnesota, Inc. (DE Corp.) Minnesota subsidiaries Bonnerup & Son Funeral Chapel, Inc. ................................. SCI Funeral Services, Inc. (Iowa Corp.) Minnesota subsidiaries SCI Minnesota Funeral Services, Inc. .......................................... Crystal Lake Cemetery Association ........................................ MISSISSIPPI Equity Corporation International (DE Corp.) Mississippi subsidiaries ECI Services, Inc. (DE Corp.) Mississippi subsidiaries ECI Services of Mississippi, Inc. (DE Corp.) Mississippi subsidiaries Nowell Funeral Homes, Inc. .......................................... Nowell-Flippin Funeral Home (MS Partnership) ................................................ Nowell Funeral Services, Inc. of Kosciusko, Mississippi .........................................................

100% 100% 100%

100% 7.83% 100%

MINNESOTA Equity Corporation International (DE Corp.) Minnesota subsidiaries ECI Services, Inc. (DE Corp.) Minnesota subsidiaries ECI Services of Minnesota, Inc. (DE Corp.) Minnesota subsidiaries Bonnerup & Son Funeral Chapel, Inc. ................................. SCI Funeral Services, Inc. (Iowa Corp.) Minnesota subsidiaries SCI Minnesota Funeral Services, Inc. .......................................... Crystal Lake Cemetery Association ........................................ MISSISSIPPI Equity Corporation International (DE Corp.) Mississippi subsidiaries ECI Services, Inc. (DE Corp.) Mississippi subsidiaries ECI Services of Mississippi, Inc. (DE Corp.) Mississippi subsidiaries Nowell Funeral Homes, Inc. .......................................... Nowell-Flippin Funeral Home (MS Partnership) ................................................ Nowell Funeral Services, Inc. of Kosciusko, Mississippi ......................................................... Nowell-Flippin Funeral Home (MS Partnership) ................................................ Waters Funeral Home, Inc. ........................................... SCI Funeral Services, Inc. (Iowa Corp.) Mississippi subsidiaries SCI Mississippi Funeral Services, Inc. ........................................ MISSOURI SCI Funeral Services, Inc. (Iowa Corp) Missouri subsidiaries SCI Missouri Funeral Services, Inc. ........................................... Memorial Guardian Plans, Inc. ............................................ MONTANA NO SUBSIDIARIES NEBRASKA Equity Corporation International (DE Corp.) Nebraska subsidiaries ECI Services, Inc. (DE Corp.) Nebraska subsidiaries ECI Services of Nebraska, Inc. ........................................... SCI Funeral Services, Inc. (Iowa Corp) Nebraska subsidiaries SCI Nebraska Funeral Services, Inc. ........................................... NEVADA SCI Funeral Services, Inc. (Iowa Corp) Nevada subsidiaries Ross, Burke & Knobel Mortuary ................................................. SCI Texas Funeral Services, Inc. (DE Corp) Nevada subsidiaries SCI Texas Finance Company ................................................ NEW HAMPSHIRE Equity Corporation International (DE Corp.) New Hampshire subsidiaries ECI Services, Inc. (DE Corp.) New Hampshire subsidiaries ECI Services of New Hampshire, Inc. (DE Corp.) NH subsidiaries Fleury & Patry Funeral Homes, Inc. .................................. NEW JERSEY SCI Funeral Services, Inc. (Iowa Corp) New Jersey subsidiaries SCI New Jersey Funeral Services, Inc. ......................................... Garden State Crematory, Inc. ............................................. Wien & Wien, Inc. ........................................................ NEW MEXICO SCI Funeral Services, Inc. (Iowa Corp) New Mexico subsidiaries Memorial Guardian Plans, Inc. (DE Corp) New Mexico subsidiaries Ensure Agency of New Mexico, Inc. ........................................ SCI New Mexico Funeral Services, Inc. .........................................

100% 100% 100%

100% 7.83% 100% 15.67% 100% 100%

100% 100%

100% 100%

100% 100%

100%

100% 100% 100%

100% 100%

6
NEW YORK SCI Funeral Services, Inc. (Iowa Corp) New York subsidiaries SCI Funeral Services of New York, Inc. ........................................ Chas. Peter Nagel Inc. ................................................... I. J. Morris, Inc. ....................................................... Marsellus Casket Company, Inc. ........................................... New York Funeral Chapels, Inc. ........................................... New York Marker, LLC .....................................................

100% 100% 100% 100% 100% 100%

NEW YORK SCI Funeral Services, Inc. (Iowa Corp) New York subsidiaries SCI Funeral Services of New York, Inc. ........................................ Chas. Peter Nagel Inc. ................................................... I. J. Morris, Inc. ....................................................... Marsellus Casket Company, Inc. ........................................... New York Funeral Chapels, Inc. ........................................... New York Marker, LLC ..................................................... Thomas M. Quinn & Sons, Inc. ............................................. Werst Realty Co. Inc. ............................................... SCI Services of New York, Inc. ................................................ NORTH CAROLINA SCI Funeral Services, Inc. (Iowa Corp) North Carolina subsidiaries SCI North Carolina Funeral Services, Inc. ..................................... NORTH DAKOTA NO SUBSIDIARIES OHIO Equity Corporation International (DE Corp.) Ohio subsidiaries ECI Services, Inc. (DE Corp.) Ohio subsidiaries ECI Cemetery Services of Ohio, Inc. (DE Corp.) Ohio subsidiaries Green Hills Management, Inc. ........................................ SCI Funeral Services, Inc. (Iowa Corp.) Ohio subsidiaries Memorial Guardian Plans, Inc. (Delaware Corp.) Ohio subsidiaries Ensure Agency of Ohio, Inc. .............................................. SCI Ohio Funeral Services, Inc. ............................................... Sunset Trust Estate ...................................................... The Knollwood Cemetery Company ........................................... OKLAHOMA Equity Corporation International (DE Corp.) Oklahoma subsidiaries ECI Services, Inc. (DE Corp.) Oklahoma subsidiaries ECI Services of Oklahoma, Inc. (DE Corp.) Oklahoma subsidiaries Anadarko Enterprises, Inc. .......................................... SCI Funeral Services, Inc. (Iowa Corp.) Oklahoma subsidiaries AED, Inc. ..................................................................... Memorial Gardens Association ............................................. RMG Trust ................................................................ Resthaven Memory Gardens of Oklahoma City Trust ..................... Rose Hill Burial Park, a Trust ........................................... SCI Oklahoma Funeral Services, Inc. ........................................... Hillcrest Memorial Park Trust ............................................ Memorial Park Cemetery of Bartlesville, Oklahoma, A Business Trust .................................................... Memory Gardens, Inc. ..................................................... Rose Hill Memorial Park Trust ............................................ SSP Limited Liability Company ............................................ SSP Insurance Agency, Inc. .......................................... Sunset Memorial Park Cemetery Trust ...................................... Woodland Memorial Company ................................................ Sentinel Security Plans, Inc.(VA Corp.) Oklahoma Subsidiaries SSP Limited Liability Company ............................................ SCI Special, Inc. (DE Corp.) Oklahoma subsidiaries SCI Capital Corporation (DE Corp.) Oklahoma subsidiaries Investment Capital Corporation (Texas Corp.) Oklahoma subsidiaries IFC-YP, Inc. (Delaware Corp) Oklahoma subsidiaries IFC-Amedco, Inc. ...............................................

100% 100% 100% 100% 100% 100% 100% 100% 100%

100%

100%

100% 100% 100% 100%

100% 100% 100% 100% 100% 90% 100% 100% 100% 100% 100% 50% 100% 100% 100% 50%

100%

7
OREGON SCI Funeral Services, Inc. (Iowa Corp) Oregon subsidiaries SCI Oregon Funeral Services, Inc. ............................................. Uniservice Corporation ................................................... SCI Virginia Funeral Services, Inc. (VA Corp.) Oregon subsidiary SCI Loan Services, LLC (DE limited liability co.) Oregon subsidiary PSI Oregon, Inc. ....................................................

100% 100%

100%

PENNSYLVANIA

OREGON SCI Funeral Services, Inc. (Iowa Corp) Oregon subsidiaries SCI Oregon Funeral Services, Inc. ............................................. Uniservice Corporation ................................................... SCI Virginia Funeral Services, Inc. (VA Corp.) Oregon subsidiary SCI Loan Services, LLC (DE limited liability co.) Oregon subsidiary PSI Oregon, Inc. ....................................................

100% 100%

100%

PENNSYLVANIA SCI Funeral Services, Inc. (Iowa Corp) Pennsylvania subsidiaries Memorial Guardian Plans, Inc.( Delaware Corp) Pennsylvania subsidiaries Ensure Agency of Pennsylvania, Inc. ...................................... SCI Pennsylvania Funeral Services, Inc. ....................................... Auman Funeral Home, Inc. ................................................. Ed Melenyzer Co. ......................................................... Forest Lawn Gardens, Inc. ................................................ Funeral Corporation Pennsylvania ......................................... Laughlin Funeral Home, Ltd. ......................................... Luther M. Kniffen, Inc. ............................................. Rohland Funeral Home ................................................ Grandview Cemetery Association ........................................... Harold B. Mulligan Co., Inc. ............................................. Stephen R. Haky Funeral Home, Inc. ....................................... Theo. C. Auman, Inc. ..................................................... Auman's, Inc. ....................................................... Forest Hills Memorial Park, Inc. .................................... Francis F. Seidel, Inc. ............................................. Memorial Services Planning Corporation .............................. RHODE ISLAND SCI Funeral Services, Inc. (Iowa corp.) Rhode Island subsidiaries SCI Rhode Island Funeral Services, Inc. ....................................... Max Sugarman Funeral Home, Inc. .......................................... SOUTH CAROLINA SCI Funeral Services, Inc. (Iowa corp.) South Carolina subsidiaries SCI South Carolina Funeral Services, Inc. ..................................... Greenville Vault Co., Inc. ............................................... SOUTH DAKOTA NO SUBSIDIARIES TENNESSEE Equity Corporation International (DE Corp.) Tennessee subsidiaries ECI Services, Inc. (DE Corp.) Tennessee subsidiaries ECI Cemetery Services of Tennessee, Inc. ................................. SCI Funeral Services, Inc. (Iowa Corp) Tennessee subsidiaries SCI Tennessee Funeral Services, Inc. .......................................... Lily of the Valley, Inc. ................................................. Lynnhurst Cemetery, Inc. ................................................. Memorial Guardian Plans, Inc. ............................................ Memphis Memory Gardens, Inc. ............................................. Sherwood Memorial Gardens, Inc. ..........................................

100% 100% 100% 100% 50% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100%

100% 100%

100% 100%

100% 100% 100% 100% 100% 100% 100%

8
TEXAS Equity Corporation International (DE Corp.) Texas subsidiaries ECI Services, Inc. (DE Corp.) Texas subsidiaries Equity Corporation International of Texas ....................... JPH Properties, Inc. ............................................ Professional Funeral Associates, Inc. ........................... SCI Funeral Services, Inc. (Iowa Corp) Texas subsidiaries SCI Texas Funeral Services, Inc. (DE Corp.) Texas subsidiaries FHC Realty, Inc. ................................................ Grammier-Oberle Funeral Home, Inc. .............................. SCI Holdings of Texas, Inc. ..................................... Texas Marker, L.P. .............................................. SCI International Limited (Delaware Corp.) Service Corporation International PLC (UK Corp.)

100% 100% 100%

100% 100% 100% 100%

TEXAS Equity Corporation International (DE Corp.) Texas subsidiaries ECI Services, Inc. (DE Corp.) Texas subsidiaries Equity Corporation International of Texas ....................... JPH Properties, Inc. ............................................ Professional Funeral Associates, Inc. ........................... SCI Funeral Services, Inc. (Iowa Corp) Texas subsidiaries SCI Texas Funeral Services, Inc. (DE Corp.) Texas subsidiaries FHC Realty, Inc. ................................................ Grammier-Oberle Funeral Home, Inc. .............................. SCI Holdings of Texas, Inc. ..................................... Texas Marker, L.P. .............................................. SCI International Limited (Delaware Corp.) Service Corporation International PLC (UK Corp.) SCI Capital LLC-(TX limited liability company) .................. SCI Special, Inc. (Delaware Corp.) SCI Capital Corporation (Delaware Corp.) Texas subsidiaries Investment Capital Corporation .................................. UTAH SCI Funeral Services, Inc. (Iowa Corp.) Utah subsidiaries SCI Utah Funeral Services, Inc. ...................................... Wasatch Land and Improvement Company ............................ Wasatch Lawn Cemetery Association ............................... VERMONT NO SUBSIDIARIES VIRGINIA Equity Corporation International (DE Corp.) Virginia subsidiaries ECI Services, Inc. (DE Corp.) Virginia subsidiaries ECI Cemetery Services of Virginia, Inc. ......................... SCI Funeral Services, Inc. (Iowa Corp.) Virginia subsidiaries Memorial Guardian Plans, Inc. (Delaware Corp) Sentinel Security Plans, Inc. ................................... SCI Virginia Funeral Services, Inc. .................................. WASHINGTON SCI Funeral Services, Inc. (Iowa Corp.) Washington subsidiaries SCI Washington Funeral Services, Inc. ................................ Ball & Dodd Funeral Home, Inc. .................................. WEST VIRGINIA SCI Funeral Services, Inc. (Iowa Corp.) West Virginia subsidiaries SCI West Virginia Funeral Services, Inc. ............................. Rosedale Cemetery Company ....................................... Rosedale Funeral Chapel, Inc. ................................... WISCONSIN Equity Corporation International (DE Corp.) Wisconsin subsidiaries ECI Services, Inc. (DE Corp.) Wisconsin subsidiaries ECI Services of Wisconsin, Inc. (DE Corp.) Wisconsin subsidiaries Steinhaus Funeral Home, Inc. .............................. SCI Funeral Services, Inc. (Iowa Corp.) Wisconsin subsidiaries SCI Wisconsin Funeral Services, Inc. .................................

100% 100% 100%

100% 100% 100% 100%

100%

100%

100% 100% 100%

100%

100% 100%

100% 100%

100% 100% 100%

100% 100%

9
ATK Corporation ................................................. WYOMING SCI Funeral Services, Inc. (Iowa Corp.) Wyoming subsidiaries Memorial Guardian Plans, Inc. ........................................ 100%

100%

10
CANADA Equity Corporation International (DE Corp.) Canadian subsidiaries ECI Capital Corporation (DE Corp.) Canadian subsidiaries ECI Capital Corporation Limited-(Alberta) ........................... ECI Services of Canada Limited-(Saskatchewan) .......................

100% 100%

ATK Corporation ................................................. WYOMING SCI Funeral Services, Inc. (Iowa Corp.) Wyoming subsidiaries Memorial Guardian Plans, Inc. ........................................

100%

100%

10
CANADA Equity Corporation International (DE Corp.) Canadian subsidiaries ECI Capital Corporation (DE Corp.) Canadian subsidiaries ECI Capital Corporation Limited-(Alberta) ........................... ECI Services of Canada Limited-(Saskatchewan) ....................... SCI International Limited (Delaware Corp.) Canada subsidiaries Service Corporation International (Canada) Limited ........................ 1252973 Ontario Inc.-(Ontario) ...................................... Westside Cemeteries Limited-(Ontario) .......................... Nowell-Flippin Funeral Home (MS Partnership) ........................................... Can Ensure Group, Inc.-(Federal) .................................... Centre Funeraire Cote-des-Neiges Inc.-(Quebec) ...................... CFCDN Holdings Inc.-(Quebec) ........................................ Jerrett Funeral Chapels Corporation-(ON) ............................ Maison Funeraire Daniel Brunet Inc.-(Quebec) ........................ Service Corporation International Capital Funding Ltd.-(AL) ............... 611102 Saskatchewan Ltd. .................................................. Arbor Memorial Services, Inc. ............................................. ARGENTINA SCI International Limited (Delaware Corp.) Argentina subsidiaries SCI Latin America Ltd. (Cayman Island Corp.) Argentina subsidiaries ***Jardine de Pilar SA ................................................. Betti SACI ..................................................... Casa Cordoba 1800 SA ........................................... Casa Lazro Costa SA ............................................ Lazaro Costa SA ................................................ MI-TO-DO SA .................................................... O'Higgins SA ................................................... Principal SA ................................................... SCI Argentina SA ............................................... TRA Acquisition Corp.(Delaware Corp.) Argentina subsidiaries Jardin de Paz SA .................................................... Interparques SA ................................................ Parque del Campanario SA ............................................ Interparques SA ................................................ Parque Lujan S.A ............................................... Parque Lujan S.A .................................................... Solaz S.A ........................................................... Interparques SA ................................................ Parque Lujan S.A ...............................................

100% 100% 100% 100% 100% 49% 100% 49% 100% 100% 100% 100% 100% 49%

100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 33.33% 100% 33.33% 33.33% 33.33% 100% 33.33% 33.33%

***1 share of stock is owned by SCI Cayman II Ltd and 1 share of stock is owned by Service Corporation International
AUSTRALIA SCI International Limited (Delaware Corp.) Australia subsidiaries Service Corporation International Australia Pty., Ltd........... Australian Cremation Society Pty Limited.................... Beresfield Funerals Pty Limited............................. Cremations (Newcastle) Holdings Pty. Ltd.................... Kitleaf Pty Limited........................................ Labor Funerals Contribution Fund Pty Limited............... Mead & Purslowe Pty. Ltd................................... Mead & Purslowe Trading Trust.............................. Memorial Guardian Plan Pty Limited......................... Metro. Burial & Cremation Society Funeral Cont. Fund....... New South Wales Cremation Company Pty., Ltd................ Pine Grove Forest Lawn Funeral Benefit Co. Pty Limited..... Purslowe Custodians Pty. Ltd...............................

100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100%

CANADA Equity Corporation International (DE Corp.) Canadian subsidiaries ECI Capital Corporation (DE Corp.) Canadian subsidiaries ECI Capital Corporation Limited-(Alberta) ........................... ECI Services of Canada Limited-(Saskatchewan) ....................... SCI International Limited (Delaware Corp.) Canada subsidiaries Service Corporation International (Canada) Limited ........................ 1252973 Ontario Inc.-(Ontario) ...................................... Westside Cemeteries Limited-(Ontario) .......................... Nowell-Flippin Funeral Home (MS Partnership) ........................................... Can Ensure Group, Inc.-(Federal) .................................... Centre Funeraire Cote-des-Neiges Inc.-(Quebec) ...................... CFCDN Holdings Inc.-(Quebec) ........................................ Jerrett Funeral Chapels Corporation-(ON) ............................ Maison Funeraire Daniel Brunet Inc.-(Quebec) ........................ Service Corporation International Capital Funding Ltd.-(AL) ............... 611102 Saskatchewan Ltd. .................................................. Arbor Memorial Services, Inc. ............................................. ARGENTINA SCI International Limited (Delaware Corp.) Argentina subsidiaries SCI Latin America Ltd. (Cayman Island Corp.) Argentina subsidiaries ***Jardine de Pilar SA ................................................. Betti SACI ..................................................... Casa Cordoba 1800 SA ........................................... Casa Lazro Costa SA ............................................ Lazaro Costa SA ................................................ MI-TO-DO SA .................................................... O'Higgins SA ................................................... Principal SA ................................................... SCI Argentina SA ............................................... TRA Acquisition Corp.(Delaware Corp.) Argentina subsidiaries Jardin de Paz SA .................................................... Interparques SA ................................................ Parque del Campanario SA ............................................ Interparques SA ................................................ Parque Lujan S.A ............................................... Parque Lujan S.A .................................................... Solaz S.A ........................................................... Interparques SA ................................................ Parque Lujan S.A ...............................................

100% 100% 100% 100% 100% 49% 100% 49% 100% 100% 100% 100% 100% 49%

100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 33.33% 100% 33.33% 33.33% 33.33% 100% 33.33% 33.33%

***1 share of stock is owned by SCI Cayman II Ltd and 1 share of stock is owned by Service Corporation International
AUSTRALIA SCI International Limited (Delaware Corp.) Australia subsidiaries Service Corporation International Australia Pty., Ltd........... Australian Cremation Society Pty Limited.................... Beresfield Funerals Pty Limited............................. Cremations (Newcastle) Holdings Pty. Ltd.................... Kitleaf Pty Limited........................................ Labor Funerals Contribution Fund Pty Limited............... Mead & Purslowe Pty. Ltd................................... Mead & Purslowe Trading Trust.............................. Memorial Guardian Plan Pty Limited......................... Metro. Burial & Cremation Society Funeral Cont. Fund....... New South Wales Cremation Company Pty., Ltd................ Pine Grove Forest Lawn Funeral Benefit Co. Pty Limited..... Purslowe Custodians Pty. Ltd...............................

100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100%

11
J. Nesnah Pty. Ltd. ...................................................... Oakwood Funerals Pty. Ltd. ............................................... Novocastrian Funerals Unit Trust ......................................... Novocastrian Funerals Pty. Ltd. .......................................... Catholic Funerals Newcastle Pty. Ltd. .................................... 100% 100% 100% 100% 100%

J. Nesnah Pty. Ltd. ...................................................... Oakwood Funerals Pty. Ltd. ............................................... Novocastrian Funerals Unit Trust ......................................... Novocastrian Funerals Pty. Ltd. .......................................... Catholic Funerals Newcastle Pty. Ltd. .................................... Macquarie Funeral Service Pty. Ltd. ...................................... Macquarie Memorial Park Pty. Ltd. ........................................ BELGIUM SCI International Limited (Delaware Corp.) Belgium subsidiaries SCI Foreign Holdings Ltd. (Cayman Corp.) Belgium subsidiaries SCI Europe ApS (Danish Corp.) Belgium subsidiaries Camilla Belgium N.V ................................................ Diana Belgium N.V .................................................. Sophia Belgium N.V ................................................. SCI Continental Europe SA (French Corp.) Belgium subsidiaries RLC (French Corp.) Belgium subsidiaries OGF SA (French Corp.)Belgium subsidiaries Dignity SA ............................................ B. & C. Nyutten B.V .............................. Timmerman ........................................ Uitvaartverzorging Joosen BVBA ................... Willy Vangrunderbeek N.V ......................... SCI S.A .......................................... PFR 1 S.A ........................................ PFR 2 S.A ........................................ BRAZIL SCI International Limited (Delaware Corp.) Brazil subsidiary Service Corporation International Brazil Limitada .............................. SCI Latin America Ltd. (Cayman Co.) ...................................... Service Corporation International Brazil Limitada .................. CAYMAN ISLANDS SCI International Limited (Delaware Corp.) Cayman Island subsidiaries SCI Foreign Holdings Ltd. ...................................................... SCI Latin America Ltd. ......................................................... SCI Cayman II Ltd. ....................................................... CHILE SCI International Limited (Delaware Corp.) Chile subsidiaries SCI Latin America Ltd. (Cayman Island Corp.) Chile subsidiaries Service Corporation International Chile Limitada ......................... Administradora Los Parques SA ...................................... Inversiones Austral SA ............................................. Administradora Los Parques SA .................................. Los Parques SA ..................................................... Cinerario Ltda ................................................. Previsora SA ....................................................... DENMARK SCI International Limited (Delaware Corp.) Danish subsidiaries SCI Foreign Holdings Ltd. (Cayman Corp.) Danish subsidiaries SCI Europe ApS ........................................................... FRANCE Service Corporation International (Texas corp.) French subsidiary Du Fonds Common de Creances SCI International Obliq ............................ SCI Management L.P. (Delaware limited partnership) French subsidiary Du Fonds Common de Creances SCI International Obliq ............................

100% 100% 100% 100% 100% 100% 100%

100% 100% 100%

100% 100% 100% 100% 100% 100% 100% 100%

100% 100% 100%

100% 100% 100%

100% 57% 100% 43% 100% 49% 100%

100%

89.9% 10.1%

12
SCI International Limited (Delaware Corp.) French subsidiaries SCI Foreign Holdings Ltd. (Cayman Corp.) French subsidiaries SCI Europe ApS (Danish Corp.) French subsidiaries SCI Continental Europe SA .......................................... RLC ............................................................. OGF SA ...................................................... Pompes Funebres-Marbrerie Allio Normandie .............. AS COLOMBE ............................................. S.A. Augival ...........................................

100% 99.99% 100% 100% 100% 95.30%

SCI International Limited (Delaware Corp.) French subsidiaries SCI Foreign Holdings Ltd. (Cayman Corp.) French subsidiaries SCI Europe ApS (Danish Corp.) French subsidiaries SCI Continental Europe SA .......................................... RLC ............................................................. OGF SA ...................................................... Pompes Funebres-Marbrerie Allio Normandie .............. AS COLOMBE ............................................. S.A. Augival ........................................... LeCourtage D'Assurance Funeraire ....................... S.A Constructions Cedroni Freres ....................... CGPF ................................................... France Funeraire Service ............................... CRELOR ................................................. European Dev. & Innovation for Local Communities ....................................... Menuiserie Ebenisterie De Gargas ....................... Compagnie Pradel .............................. SARL Pompes Funebres .......................... Groupement Funeraire du Pere Lachaise .......................................... GIE DIGNITE ............................................ GIE GNEPF .............................................. GIE THANATO ............................................ GIMOSETH ............................................... Societe D'Exploitation Graugnard ....................... Pompes Funebres De La Garonne .......................... Ste Economic Mixte Amenagt Fonction Entretlier Cema ................................... Societe Europeenne De Prevoyance et D'Assistance ...................................... Societe Monegasque De Thanatologie ..................... Ste De Transports Thanatologiques A. Walter ......................................... Sail Du Vieux Moulin ................................... GERMANY SCI International Limited (Delaware Corp.) German subsidiaries SCI D GmbH ..................................................................... Norddeutsche Bestattungsgesellschaft mbH ................................. Bestattungsinstitut Barbel Brand GmbH .................................... Breidenstein Bestattungen GmbH ........................................... Thomas Amm GmbH .......................................................... ITALY SCI International Limited (Delaware Corp.) Italian subsidiaries SCI Foreign Holdings Ltd. (Cayman Corp.) Italian subsidiaries SCI Europe ApS (Danish Corp.) Italian subsidiaries SCI Continental Europe SA (French Corp.) Italian subsidiaries RLC (French Corp.) Italian subsidiaries OGF SA (French Corp.) Italian subsidiaries OFISA ............................................... Franceschini .................................... OFT .............................................

100% 99.99% 100% 100% 100% 95.30% 100% 100% 99.78% 99.88% 100% 100% 97.60% 99.58% 100% 62.19% 100% 100% 100% 100% 100% 99.99% 100% 99.20% 98.63% 57.61% 100%

100% 100% 100% 100% 100%

100% 100% 98%

13
LUXEMBOURG SCI International Limited (Delaware Corp.) Luxembourg subsidiary SCI Luxembourg SARL ................................................... Galahad Investment Corporation (Delaware Corp.) Luxembourg subsidiary SCI Luxembourg SARL ................................................... MALAYSIA SCI International Limited (Delaware Corp.) Malaysian subsidiaries Enlightened Transition Sdn Bhd ........................................ SCI Foreign Holdings Ltd. (Cayman Corp.) Malaysian subsidiaries SCI Europe ApS (Danish Corp.) Malaysian subsidiaries SCI Continental Europe SA (French Co.) Malaysian subsidiaries RLC (French Corp.) Malaysian subsidiaries OGF SA (French Corp.) Malaysian subsidiaries Bahau Funeral Services SDN BHD ..............

93% 7%

100%

33.33%

LUXEMBOURG SCI International Limited (Delaware Corp.) Luxembourg subsidiary SCI Luxembourg SARL ................................................... Galahad Investment Corporation (Delaware Corp.) Luxembourg subsidiary SCI Luxembourg SARL ................................................... MALAYSIA SCI International Limited (Delaware Corp.) Malaysian subsidiaries Enlightened Transition Sdn Bhd ........................................ SCI Foreign Holdings Ltd. (Cayman Corp.) Malaysian subsidiaries SCI Europe ApS (Danish Corp.) Malaysian subsidiaries SCI Continental Europe SA (French Co.) Malaysian subsidiaries RLC (French Corp.) Malaysian subsidiaries OGF SA (French Corp.) Malaysian subsidiaries Bahau Funeral Services SDN BHD .............. Bahau Memorial Park SDN BHD ................. Singapore Casket Company PLC (Singapore Corp.) Malaysian subsidiaries Bahau Funeral Services SDN BHD .............. Bahau Memorial Park SDN BHD ................. Bahau Funeral Services SDN BHD ......... NETHERLANDS SCI International Limited (Delaware Corp.) Dutch subsidiaries SCI Finance C.V ....................................................... SCI Foreign Holdings Ltd. (Cayman Corp.) Dutch subsidiaries SCI Europe ApS (Danish Corp.) Dutch subsidiaries SCI Nederland B.V ........................................... NORWAY SCI International Limited (Delaware Corp.) Norway subsidiaries SCI Foreign Holdings Ltd. (Cayman Corp.) Malaysian subsidiaries SCI Europe ApS (Danish Corp.) Malaysian subsidiaries SCI Norway .................................................. Ostlandski Monument Service AS ......................... PANAMA SCI International Limited (Delaware Corp.) Panama subsidiaries SCI Latin America Ltd. (Cayman Island Corp.) Panama subsidiaries Los Parques International SA ..................................... PORTUGAL SCI International Limited (Delaware Corp.) Portugal subsidiaries SCI Portugal, S.A ..................................................... SINGAPORE SCI International Limited (Delaware Corp.) Singapore subsidiaries SCI Foreign Holdings Ltd. (Cayman Corp.) Singapore subsidiaries SCI Europe ApS (Danish Corp.) Singapore subsidiaries SCI Continental Europe SA (French Corp.) Sing. subsidiaries RLC (French Corp.) Singapore subsidiaries OGF SA (French Corp.) Singapore subsidiaries Singapore Casket Company PLC ................. Casket Palace Company PLC ............... SPAIN SCI International Limited (Delaware Corp.) Spain subsidiaries Service Corporation International Spain ............................... Pompas Funebres Girona, S.L ...................................... Funeraria Poch, S.A ......................................... Servei Comarcal de Pompes Funebres, S.A .....................

93% 7%

100%

33.33% 16.67%

33.33% 16.67% 33.33%

100%

100%

100% 60%

100%

100%

67.57% 100%

100% 100% 100% 100%

14
Pompas Funebres La Nueva, S.L ................................................ Funeraria Gaditanas Asociadas SA ............................................. Funeraria La Fe Guadalajara, S.L ............................................. Ambulancias Herranz SA .................................................. Servicios Funerarios de Guadalajara, NSA,SA ........................ Pompas Funebres Mediterraneas, S.L ........................................... Servicios Funerarios Barcelona, S.A ..................................... Servicios Funerarios de Fucasa ............................................... Pompes Funebres de Zaragoza, S.A ............................................. 1 1 1 1 1 1

Pompas Funebres La Nueva, S.L ................................................ Funeraria Gaditanas Asociadas SA ............................................. Funeraria La Fe Guadalajara, S.L ............................................. Ambulancias Herranz SA .................................................. Servicios Funerarios de Guadalajara, NSA,SA ........................ Pompas Funebres Mediterraneas, S.L ........................................... Servicios Funerarios Barcelona, S.A ..................................... Servicios Funerarios de Fucasa ............................................... Pompes Funebres de Zaragoza, S.A ............................................. Servicios Funerarios de Torrero SA ...................................... CIS Hispanic ................................................................. SWITZERLAND SCI International Limited (Delaware Corp.) Swiss subsidiaries SCI Foreign Holdings Ltd. (Cayman Corp.) Swiss subsidiaries SCI Europe ApS (Danish Corp.) Swiss subsidiaries SCI Continental Europe SA (French Corp.) Swiss subsidiaries RLC (French Corp.) Swiss subsidiaries OGF SA (French Corp.) Swiss subsidiaries Omnium de Services et de Financement SA ....................... PFG Lausanne SA .......................................... Alea Prevoyance Funeraire SA .................................................. Allegemeine Bestattungs AG .......................... Bestattungsdienst Hedy Linder-Walther AG ............ Bestattungsdienst Josef Mulhauser AG ................ Bestattungsinstitut Willy Gerber AG-Olten ........... Cerba SA....................100% Pompes Funebres Amoos SA----100% Pompes Funebres de St. Laurent SA ................... Pompes Funebres Gaillard Et Pittet SA ............... Pompes Funebres Gavillet SA ......................... Pompes Funebres Lemania SA .......................... Pompes Funebres Monney SA ........................... Pompes Funebres Perusset SA ......................... Pompes Funebres Voeffray SA ......................... Pompes Funebres Wasserfallen SA ..................... Utiger & Ryf Bestattungs AG-100% UNITED KINGDOM SCI International Limited (Delaware Corp.) United Kingdom subsidiaries Service Corporation International ...................................................... Birkbeck Securities Limited ....................................................... Management Europe Gen Limited ................................................ SCI Funerals Limited ......................................................... SCI Pre-arrangements Limited ................................................. Advanced Planning Limited ............................................... Dignity Limited .............................................................. Pitcher and LeQuesne Limited .................................................

1 1 1 1 1 1 1

1 1 1 1 1

1 1 1 1 1 1 1 1

1 1 1 1 1 1 1

15
URUGUAY SCI International Limited (Delaware Corp.) Uruguay subsidiaries SCI Latin America Ltd. (Cayman Island Corp.) Uruguay subsidiaries Los Parques International SA (Panama Corp.) Uruguay subsidiaries Berkley SA ...................................................... Coral TreBol .................................................... Pidanol SA ...................................................... Rensolar SA ..................................................... Vigar SA ........................................................

88.89% 88.70% 91.17% 91.17% 88.89%

16

EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 33365711), Form S-4 (No. 333-01857) and Form S-8 (Nos. 333-38310, 333-50084, 333-19863, 333-33101, 333-00177, 333-00179, 33-9790, 33-17982, 333-68683, 333-82475, 333-70983 and 33-50987) of Service

URUGUAY SCI International Limited (Delaware Corp.) Uruguay subsidiaries SCI Latin America Ltd. (Cayman Island Corp.) Uruguay subsidiaries Los Parques International SA (Panama Corp.) Uruguay subsidiaries Berkley SA ...................................................... Coral TreBol .................................................... Pidanol SA ...................................................... Rensolar SA ..................................................... Vigar SA ........................................................

88.89% 88.70% 91.17% 91.17% 88.89%

16

EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 33365711), Form S-4 (No. 333-01857) and Form S-8 (Nos. 333-38310, 333-50084, 333-19863, 333-33101, 333-00177, 333-00179, 33-9790, 33-17982, 333-68683, 333-82475, 333-70983 and 33-50987) of Service Corporation International of our report dated March 29, 2001, relating to the financial statements and financial statement schedule which appears in this Form 10-K. PricewaterhouseCoopers LLP Houston, Texas March 29, 2001

EXHIBIT 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or director, or both, of Service Corporation International, a Texas corporation (the "Company"), does hereby constitute and appoint Jeffrey E. Curtiss and James M. Shelger his true and lawful attorneys and agents (each with authority to act alone), with power and authority to sign for and on behalf of the undersigned the name of the undersigned as officer or director, or both, of the Company to the Company's Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year of the Company ending December 31, 2000 and to any amendments thereto filed with the Securities and Exchange Commission, and to any instrument or document filed as a part of, as an exhibit to or in connection with said Report or amendments; and the undersigned does hereby ratify and confirm as his own act and deed all that said attorney and agent shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents this 14th day of February, 2001.
/s/ R. L. Waltrip ----------------------------------R. L. WALTRIP

POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or director, or both, of Service Corporation International, a Texas corporation (the "Company"), does hereby constitute and appoint James M. Shelger his true and lawful attorney and agent with power and authority to sign for and on behalf of the undersigned the name of the undersigned as officer or director, or both, of the Company to the Company's

EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 33365711), Form S-4 (No. 333-01857) and Form S-8 (Nos. 333-38310, 333-50084, 333-19863, 333-33101, 333-00177, 333-00179, 33-9790, 33-17982, 333-68683, 333-82475, 333-70983 and 33-50987) of Service Corporation International of our report dated March 29, 2001, relating to the financial statements and financial statement schedule which appears in this Form 10-K. PricewaterhouseCoopers LLP Houston, Texas March 29, 2001

EXHIBIT 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or director, or both, of Service Corporation International, a Texas corporation (the "Company"), does hereby constitute and appoint Jeffrey E. Curtiss and James M. Shelger his true and lawful attorneys and agents (each with authority to act alone), with power and authority to sign for and on behalf of the undersigned the name of the undersigned as officer or director, or both, of the Company to the Company's Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year of the Company ending December 31, 2000 and to any amendments thereto filed with the Securities and Exchange Commission, and to any instrument or document filed as a part of, as an exhibit to or in connection with said Report or amendments; and the undersigned does hereby ratify and confirm as his own act and deed all that said attorney and agent shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents this 14th day of February, 2001.
/s/ R. L. Waltrip ----------------------------------R. L. WALTRIP

POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or director, or both, of Service Corporation International, a Texas corporation (the "Company"), does hereby constitute and appoint James M. Shelger his true and lawful attorney and agent with power and authority to sign for and on behalf of the undersigned the name of the undersigned as officer or director, or both, of the Company to the Company's Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year of the Company ending December 31, 2000 and to any amendments thereto filed with the Securities and Exchange Commission, and to any instrument or document filed as a part of, as an exhibit to or in connection with said Report or amendments; and the undersigned does hereby ratify and confirm as his own act and deed all that said attorney and agent shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents this 14th day of February, 2001.
/s/ Jeffrey E. Curtiss ----------------------------------JEFFREY E. CURTISS

EXHIBIT 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or director, or both, of Service Corporation International, a Texas corporation (the "Company"), does hereby constitute and appoint Jeffrey E. Curtiss and James M. Shelger his true and lawful attorneys and agents (each with authority to act alone), with power and authority to sign for and on behalf of the undersigned the name of the undersigned as officer or director, or both, of the Company to the Company's Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year of the Company ending December 31, 2000 and to any amendments thereto filed with the Securities and Exchange Commission, and to any instrument or document filed as a part of, as an exhibit to or in connection with said Report or amendments; and the undersigned does hereby ratify and confirm as his own act and deed all that said attorney and agent shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents this 14th day of February, 2001.
/s/ R. L. Waltrip ----------------------------------R. L. WALTRIP

POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or director, or both, of Service Corporation International, a Texas corporation (the "Company"), does hereby constitute and appoint James M. Shelger his true and lawful attorney and agent with power and authority to sign for and on behalf of the undersigned the name of the undersigned as officer or director, or both, of the Company to the Company's Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year of the Company ending December 31, 2000 and to any amendments thereto filed with the Securities and Exchange Commission, and to any instrument or document filed as a part of, as an exhibit to or in connection with said Report or amendments; and the undersigned does hereby ratify and confirm as his own act and deed all that said attorney and agent shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents this 14th day of February, 2001.
/s/ Jeffrey E. Curtiss ----------------------------------JEFFREY E. CURTISS

POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or director, or both, of Service Corporation International, a Texas corporation (the "Company"), does hereby constitute and appoint Jeffrey E. Curtiss and James M. Shelger his true and lawful attorneys and agents (each with authority to act alone), with power and authority to sign for and on behalf of the undersigned the name of the undersigned as officer or director, or both, of the Company to the Company's Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year of the Company ending December 31, 2000 and to any amendments thereto filed with the Securities and Exchange Commission, and to any instrument or document filed as a part of, as an exhibit to or in connection with said Report or amendments; and the undersigned does hereby ratify and confirm as his own act and deed all that said attorney and agent shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents this 14th day of February, 2001.

POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or director, or both, of Service Corporation International, a Texas corporation (the "Company"), does hereby constitute and appoint James M. Shelger his true and lawful attorney and agent with power and authority to sign for and on behalf of the undersigned the name of the undersigned as officer or director, or both, of the Company to the Company's Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year of the Company ending December 31, 2000 and to any amendments thereto filed with the Securities and Exchange Commission, and to any instrument or document filed as a part of, as an exhibit to or in connection with said Report or amendments; and the undersigned does hereby ratify and confirm as his own act and deed all that said attorney and agent shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents this 14th day of February, 2001.
/s/ Jeffrey E. Curtiss ----------------------------------JEFFREY E. CURTISS

POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or director, or both, of Service Corporation International, a Texas corporation (the "Company"), does hereby constitute and appoint Jeffrey E. Curtiss and James M. Shelger his true and lawful attorneys and agents (each with authority to act alone), with power and authority to sign for and on behalf of the undersigned the name of the undersigned as officer or director, or both, of the Company to the Company's Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year of the Company ending December 31, 2000 and to any amendments thereto filed with the Securities and Exchange Commission, and to any instrument or document filed as a part of, as an exhibit to or in connection with said Report or amendments; and the undersigned does hereby ratify and confirm as his own act and deed all that said attorney and agent shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents this 14th day of February, 2001.
/s/ Anthony L. Coelho ----------------------------------ANTHONY L. COELHO

POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or director, or both, of Service Corporation International, a Texas corporation (the "Company"), does hereby constitute and appoint Jeffrey E. Curtiss and James M. Shelger his true and lawful attorneys and agents (each with authority to act alone), with power and authority to sign for and on behalf of the undersigned the name of the undersigned as officer or director, or both, of the Company to the Company's Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year of the Company ending December 31, 2000 and to any amendments thereto filed with the Securities and Exchange Commission, and to any instrument or document filed as a part of, as an exhibit to or in connection with said Report or amendments; and the undersigned does hereby ratify and confirm as his own act and deed all that said attorney and agent shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents this 14th day of February, 2001.
/s/ Jack Finkelstein ----------------------------------JACK FINKELSTEIN

POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or director, or both, of Service Corporation International, a Texas corporation (the "Company"), does hereby constitute and appoint Jeffrey E. Curtiss and James M. Shelger his true and lawful attorneys and agents (each with authority to act alone), with power and authority to sign for and on behalf of the undersigned the name of the undersigned as officer or director, or both, of the Company to the Company's Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year of the Company ending December 31, 2000 and to any amendments thereto filed with the Securities and Exchange Commission, and to any instrument or document filed as a part of, as an exhibit to or in connection with said Report or amendments; and the undersigned does hereby ratify and confirm as his own act and deed all that said attorney and agent shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents this 14th day of February, 2001.
/s/ Anthony L. Coelho ----------------------------------ANTHONY L. COELHO

POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or director, or both, of Service Corporation International, a Texas corporation (the "Company"), does hereby constitute and appoint Jeffrey E. Curtiss and James M. Shelger his true and lawful attorneys and agents (each with authority to act alone), with power and authority to sign for and on behalf of the undersigned the name of the undersigned as officer or director, or both, of the Company to the Company's Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year of the Company ending December 31, 2000 and to any amendments thereto filed with the Securities and Exchange Commission, and to any instrument or document filed as a part of, as an exhibit to or in connection with said Report or amendments; and the undersigned does hereby ratify and confirm as his own act and deed all that said attorney and agent shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents this 14th day of February, 2001.
/s/ Jack Finkelstein ----------------------------------JACK FINKELSTEIN

POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or director, or both, of Service Corporation International, a Texas corporation (the "Company"), does hereby constitute and appoint Jeffrey E. Curtiss and James M. Shelger his true and lawful attorneys and agents (each with authority to act alone), with power and authority to sign for and on behalf of the undersigned the name of the undersigned as officer or director, or both, of the Company to the Company's Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year of the Company ending December 31, 2000 and to any amendments thereto filed with the Securities and Exchange Commission, and to any instrument or document filed as a part of, as an exhibit to or in connection with said Report or amendments; and the undersigned does hereby ratify and confirm as his own act and deed all that said attorney and agent shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents this 14th day of February, 2001.
/s/ A. J. Foyt, Jr. ----------------------------------A. J. FOYT, JR.

POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or director, or both, of Service Corporation International, a Texas corporation (the "Company"), does hereby constitute and appoint Jeffrey E. Curtiss and James M. Shelger his true and lawful attorneys and agents (each with authority to act alone), with power and authority to sign for and on behalf of the undersigned the name of the undersigned as officer or director, or both, of the Company to the Company's Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year of the Company ending December 31, 2000 and to any amendments thereto filed with the Securities and Exchange Commission, and to any instrument or document filed as a part of, as an exhibit to or in connection with said Report or amendments; and the undersigned does hereby ratify and confirm as his own act and deed all that said attorney and agent shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents this 14th day of February, 2001.
/s/ Jack Finkelstein ----------------------------------JACK FINKELSTEIN

POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or director, or both, of Service Corporation International, a Texas corporation (the "Company"), does hereby constitute and appoint Jeffrey E. Curtiss and James M. Shelger his true and lawful attorneys and agents (each with authority to act alone), with power and authority to sign for and on behalf of the undersigned the name of the undersigned as officer or director, or both, of the Company to the Company's Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year of the Company ending December 31, 2000 and to any amendments thereto filed with the Securities and Exchange Commission, and to any instrument or document filed as a part of, as an exhibit to or in connection with said Report or amendments; and the undersigned does hereby ratify and confirm as his own act and deed all that said attorney and agent shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents this 14th day of February, 2001.
/s/ A. J. Foyt, Jr. ----------------------------------A. J. FOYT, JR.

POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or director, or both, of Service Corporation International, a Texas corporation (the "Company"), does hereby constitute and appoint Jeffrey E. Curtiss and James M. Shelger his true and lawful attorneys and agents (each with authority to act alone), with power and authority to sign for and on behalf of the undersigned the name of the undersigned as officer or director, or both, of the Company to the Company's Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year of the Company ending December 31, 2000 and to any amendments thereto filed with the Securities and Exchange Commission, and to any instrument or document filed as a part of, as an exhibit to or in connection with said Report or amendments; and the undersigned does hereby ratify and confirm as his own act and deed all that said attorney and agent shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents this 14th day of February, 2001.
/s/ James H. Greer ----------------------------------JAMES H. GREER

POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or director, or both, of Service Corporation International, a Texas corporation (the "Company"), does hereby constitute and appoint Jeffrey E. Curtiss and James M. Shelger his true and lawful attorneys and agents (each with authority to act alone), with power and authority to sign for and on behalf of the undersigned the name of the undersigned as officer or director, or both, of the Company to the Company's Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year of the Company ending December 31, 2000 and to any amendments thereto filed with the Securities and Exchange Commission, and to any instrument or document filed as a part of, as an exhibit to or in connection with said Report or amendments; and the undersigned does hereby ratify and confirm as his own act and deed all that said attorney and agent shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents this 14th day of February, 2001.
/s/ A. J. Foyt, Jr. ----------------------------------A. J. FOYT, JR.

POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or director, or both, of Service Corporation International, a Texas corporation (the "Company"), does hereby constitute and appoint Jeffrey E. Curtiss and James M. Shelger his true and lawful attorneys and agents (each with authority to act alone), with power and authority to sign for and on behalf of the undersigned the name of the undersigned as officer or director, or both, of the Company to the Company's Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year of the Company ending December 31, 2000 and to any amendments thereto filed with the Securities and Exchange Commission, and to any instrument or document filed as a part of, as an exhibit to or in connection with said Report or amendments; and the undersigned does hereby ratify and confirm as his own act and deed all that said attorney and agent shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents this 14th day of February, 2001.
/s/ James H. Greer ----------------------------------JAMES H. GREER

POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or director, or both, of Service Corporation International, a Texas corporation (the "Company"), does hereby constitute and appoint Jeffrey E. Curtiss and James M. Shelger his true and lawful attorneys and agents (each with authority to act alone), with power and authority to sign for and on behalf of the undersigned the name of the undersigned as officer or director, or both, of the Company to the Company's Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year of the Company ending December 31, 2000 and to any amendments thereto filed with the Securities and Exchange Commission, and to any instrument or document filed as a part of, as an exhibit to or in connection with said Report or amendments; and the undersigned does hereby ratify and confirm as his own act and deed all that said attorney and agent shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents this 14th day of February, 2001.
/s/ B. D. Hunter ----------------------------------B. D. HUNTER

POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or director, or both, of Service Corporation International, a Texas corporation (the "Company"), does hereby constitute and appoint Jeffrey E. Curtiss and James M. Shelger his true and lawful attorneys and agents (each with authority to act alone), with power and authority to sign for and on behalf of the undersigned the name of the undersigned as officer or director, or both, of the Company to the Company's Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year of the Company ending December 31, 2000 and to any amendments thereto filed with the Securities and Exchange Commission, and to any instrument or document filed as a part of, as an exhibit to or in connection with said Report or amendments; and the undersigned does hereby ratify and confirm as his own act and deed all that said attorney and agent shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents this 14th day of February, 2001.
/s/ James H. Greer ----------------------------------JAMES H. GREER

POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or director, or both, of Service Corporation International, a Texas corporation (the "Company"), does hereby constitute and appoint Jeffrey E. Curtiss and James M. Shelger his true and lawful attorneys and agents (each with authority to act alone), with power and authority to sign for and on behalf of the undersigned the name of the undersigned as officer or director, or both, of the Company to the Company's Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year of the Company ending December 31, 2000 and to any amendments thereto filed with the Securities and Exchange Commission, and to any instrument or document filed as a part of, as an exhibit to or in connection with said Report or amendments; and the undersigned does hereby ratify and confirm as his own act and deed all that said attorney and agent shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents this 14th day of February, 2001.
/s/ B. D. Hunter ----------------------------------B. D. HUNTER

POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or director, or both, of Service Corporation International, a Texas corporation (the "Company"), does hereby constitute and appoint Jeffrey E. Curtiss and James M. Shelger his true and lawful attorneys and agents (each with authority to act alone), with power and authority to sign for and on behalf of the undersigned the name of the undersigned as officer or director, or both, of the Company to the Company's Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year of the Company ending December 31, 2000 and to any amendments thereto filed with the Securities and Exchange Commission, and to any instrument or document filed as a part of, as an exhibit to or in connection with said Report or amendments; and the undersigned does hereby ratify and confirm as his own act and deed all that said attorney and agent shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents this 14th day of February, 2001.
/s/ Victor L. Lund ----------------------------------VICTOR L. LUND

POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or director, or both, of Service Corporation International, a Texas corporation (the "Company"), does hereby constitute and appoint Jeffrey E. Curtiss and James M. Shelger his true and lawful attorneys and agents (each with authority to act alone), with power and authority to sign for and on behalf of the undersigned the name of the undersigned as officer or director, or both, of the Company to the Company's Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year of the Company ending December 31, 2000 and to any amendments thereto filed with the Securities and Exchange Commission, and to any instrument or document filed as a part of, as an exhibit to or in connection with said Report or amendments; and the undersigned does hereby ratify and confirm as his own act and deed all that said attorney and agent shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents this 14th day of February, 2001.
/s/ B. D. Hunter ----------------------------------B. D. HUNTER

POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or director, or both, of Service Corporation International, a Texas corporation (the "Company"), does hereby constitute and appoint Jeffrey E. Curtiss and James M. Shelger his true and lawful attorneys and agents (each with authority to act alone), with power and authority to sign for and on behalf of the undersigned the name of the undersigned as officer or director, or both, of the Company to the Company's Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year of the Company ending December 31, 2000 and to any amendments thereto filed with the Securities and Exchange Commission, and to any instrument or document filed as a part of, as an exhibit to or in connection with said Report or amendments; and the undersigned does hereby ratify and confirm as his own act and deed all that said attorney and agent shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents this 14th day of February, 2001.
/s/ Victor L. Lund ----------------------------------VICTOR L. LUND

POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or director, or both, of Service Corporation International, a Texas corporation (the "Company"), does hereby constitute and appoint Jeffrey E. Curtiss and James M. Shelger his true and lawful attorneys and agents (each with authority to act alone), with power and authority to sign for and on behalf of the undersigned the name of the undersigned as officer or director, or both, of the Company to the Company's Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year of the Company ending December 31, 2000 and to any amendments thereto filed with the Securities and Exchange Commission, and to any instrument or document filed as a part of, as an exhibit to or in connection with said Report or amendments; and the undersigned does hereby ratify and confirm as his own act and deed all that said attorney and agent shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents this 14th day of February, 2001.
/s/ John W. Mecom, Jr. ----------------------------------JOHN W. MECOM, JR.

POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or director, or both, of Service Corporation International, a Texas corporation (the "Company"), does hereby constitute and appoint Jeffrey E. Curtiss and James M. Shelger his true and lawful attorneys and agents (each with authority to act alone), with power and authority to sign for and on behalf of the undersigned the name of the undersigned as officer or director, or both, of the Company to the Company's Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year of the Company ending December 31, 2000 and to any amendments thereto filed with the Securities and Exchange Commission, and to any instrument or document filed as a part of, as an exhibit to or in connection with said Report or amendments; and the undersigned does hereby ratify and confirm as his own act and deed all that said attorney and agent shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents this 14th day of February, 2001.
/s/ Victor L. Lund ----------------------------------VICTOR L. LUND

POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or director, or both, of Service Corporation International, a Texas corporation (the "Company"), does hereby constitute and appoint Jeffrey E. Curtiss and James M. Shelger his true and lawful attorneys and agents (each with authority to act alone), with power and authority to sign for and on behalf of the undersigned the name of the undersigned as officer or director, or both, of the Company to the Company's Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year of the Company ending December 31, 2000 and to any amendments thereto filed with the Securities and Exchange Commission, and to any instrument or document filed as a part of, as an exhibit to or in connection with said Report or amendments; and the undersigned does hereby ratify and confirm as his own act and deed all that said attorney and agent shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents this 14th day of February, 2001.
/s/ John W. Mecom, Jr. ----------------------------------JOHN W. MECOM, JR.

POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or director, or both, of Service Corporation International, a Texas corporation (the "Company"), does hereby constitute and appoint Jeffrey E. Curtiss and James M. Shelger his true and lawful attorneys and agents (each with authority to act alone), with power and authority to sign for and on behalf of the undersigned the name of the undersigned as officer or director, or both, of the Company to the Company's Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year of the Company ending December 31, 2000 and to any amendments thereto filed with the Securities and Exchange Commission, and to any instrument or document filed as a part of, as an exhibit to or in connection with said Report or amendments; and the undersigned does hereby ratify and confirm as his own act and deed all that said attorney and agent shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents this 14th day of February, 2001.
/s/ Clifton H. Morris, Jr. ----------------------------------CLIFTON H. MORRIS, JR.

POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or director, or both, of Service Corporation International, a Texas corporation (the "Company"), does hereby constitute and appoint Jeffrey E. Curtiss and James M. Shelger his true and lawful attorneys and agents (each with authority to act alone), with power and authority to sign for and on behalf of the undersigned the name of the undersigned as officer or director, or both, of the Company to the Company's Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year of the Company ending December 31, 2000 and to any amendments thereto filed with the Securities and Exchange Commission, and to any instrument or document filed as a part of, as an exhibit to or in connection with said Report or amendments; and the undersigned does hereby ratify and confirm as his own act and deed all that said attorney and agent shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents this 14th day of February, 2001.
/s/ John W. Mecom, Jr. ----------------------------------JOHN W. MECOM, JR.

POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or director, or both, of Service Corporation International, a Texas corporation (the "Company"), does hereby constitute and appoint Jeffrey E. Curtiss and James M. Shelger his true and lawful attorneys and agents (each with authority to act alone), with power and authority to sign for and on behalf of the undersigned the name of the undersigned as officer or director, or both, of the Company to the Company's Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year of the Company ending December 31, 2000 and to any amendments thereto filed with the Securities and Exchange Commission, and to any instrument or document filed as a part of, as an exhibit to or in connection with said Report or amendments; and the undersigned does hereby ratify and confirm as his own act and deed all that said attorney and agent shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents this 14th day of February, 2001.
/s/ Clifton H. Morris, Jr. ----------------------------------CLIFTON H. MORRIS, JR.

POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or director, or both, of Service Corporation International, a Texas corporation (the "Company"), does hereby constitute and appoint Jeffrey E. Curtiss and James M. Shelger his true and lawful attorneys and agents (each with authority to act alone), with power and authority to sign for and on behalf of the undersigned the name of the undersigned as officer or director, or both, of the Company to the Company's Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year of the Company ending December 31, 2000 and to any amendments thereto filed with the Securities and Exchange Commission, and to any instrument or document filed as a part of, as an exhibit to or in connection with said Report or amendments; and the undersigned does hereby ratify and confirm as his own act and deed all that said attorney and agent shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents this 14th day of February, 2001.
/s/ E. H. Thornton, Jr. ----------------------------------E. H. THORNTON, JR.

POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or director, or both, of Service Corporation International, a Texas corporation (the "Company"), does hereby constitute and appoint Jeffrey E. Curtiss and James M. Shelger his true and lawful attorneys and agents (each with authority to act alone), with power and authority to sign for and on behalf of the undersigned the name of the undersigned as officer or director, or both, of the Company to the Company's Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year of the Company ending December 31, 2000 and to any amendments thereto filed with the Securities and Exchange Commission, and to any instrument or document filed as a part of, as an exhibit to or in connection with said Report or amendments; and the undersigned does hereby ratify and confirm as his own act and deed all that said attorney and agent shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents this 14th day of February, 2001.
/s/ Clifton H. Morris, Jr. ----------------------------------CLIFTON H. MORRIS, JR.

POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or director, or both, of Service Corporation International, a Texas corporation (the "Company"), does hereby constitute and appoint Jeffrey E. Curtiss and James M. Shelger his true and lawful attorneys and agents (each with authority to act alone), with power and authority to sign for and on behalf of the undersigned the name of the undersigned as officer or director, or both, of the Company to the Company's Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year of the Company ending December 31, 2000 and to any amendments thereto filed with the Securities and Exchange Commission, and to any instrument or document filed as a part of, as an exhibit to or in connection with said Report or amendments; and the undersigned does hereby ratify and confirm as his own act and deed all that said attorney and agent shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents this 14th day of February, 2001.
/s/ E. H. Thornton, Jr. ----------------------------------E. H. THORNTON, JR.

POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or director, or both, of Service Corporation International, a Texas corporation (the "Company"), does hereby constitute and appoint Jeffrey E. Curtiss and James M. Shelger his true and lawful attorneys and agents (each with authority to act alone), with power and authority to sign for and on behalf of the undersigned the name of the undersigned as officer or director, or both, of the Company to the Company's Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year of the Company ending December 31, 2000 and to any amendments thereto filed with the Securities and Exchange Commission, and to any instrument or document filed as a part of, as an exhibit to or in connection with said Report or amendments; and the undersigned does hereby ratify and confirm as his own act and deed all that said attorney and agent shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents this 14th day of February, 2001.
/s/ W. Blair Waltrip ----------------------------------W. BLAIR WALTRIP

POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or director, or both, of Service Corporation International, a Texas corporation (the "Company"), does hereby constitute and appoint Jeffrey E. Curtiss and James M. Shelger his true and lawful attorneys and agents (each with authority to act alone), with power and authority to sign for and on behalf of the undersigned the name of the undersigned as officer or director, or both, of the Company to the Company's Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year of the Company ending December 31, 2000 and to any amendments thereto filed with the Securities and Exchange Commission, and to any instrument or document filed as a part of, as an exhibit to or in connection with said Report or amendments; and the undersigned does hereby ratify and confirm as his own act and deed all that said attorney and agent shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents this 14th day of February, 2001.
/s/ E. H. Thornton, Jr. ----------------------------------E. H. THORNTON, JR.

POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or director, or both, of Service Corporation International, a Texas corporation (the "Company"), does hereby constitute and appoint Jeffrey E. Curtiss and James M. Shelger his true and lawful attorneys and agents (each with authority to act alone), with power and authority to sign for and on behalf of the undersigned the name of the undersigned as officer or director, or both, of the Company to the Company's Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year of the Company ending December 31, 2000 and to any amendments thereto filed with the Securities and Exchange Commission, and to any instrument or document filed as a part of, as an exhibit to or in connection with said Report or amendments; and the undersigned does hereby ratify and confirm as his own act and deed all that said attorney and agent shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents this 14th day of February, 2001.
/s/ W. Blair Waltrip ----------------------------------W. BLAIR WALTRIP

POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or director, or both, of Service Corporation International, a Texas corporation (the "Company"), does hereby constitute and appoint Jeffrey E. Curtiss and James M. Shelger his true and lawful attorneys and agents (each with authority to act alone), with power and authority to sign for and on behalf of the undersigned the name of the undersigned as officer or director, or both, of the Company to the Company's Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year of the Company ending December 31, 2000 and to any amendments thereto filed with the Securities and Exchange Commission, and to any instrument or document filed as a part of, as an exhibit to or in connection with said Report or amendments; and the undersigned does hereby ratify and confirm as his own act and deed all that said attorney and agent shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents this 14th day of February, 2001.
/s/ Edward E. Williams ----------------------------------EDWARD E. WILLIAMS

POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or director, or both, of Service Corporation International, a Texas corporation (the "Company"), does hereby constitute and appoint Jeffrey E. Curtiss and James M. Shelger his true and lawful attorneys and agents (each with authority to act alone), with power and authority to sign for and on behalf of the undersigned the name of the undersigned as officer or director, or both, of the Company to the Company's Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year of the Company ending December 31, 2000 and to any amendments thereto filed with the Securities and Exchange Commission, and to any instrument or document filed as a part of, as an exhibit to or in connection with said Report or amendments; and the undersigned does hereby ratify and confirm as his own act and deed all that said attorney and agent shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents this 14th day of February, 2001.
/s/ W. Blair Waltrip ----------------------------------W. BLAIR WALTRIP

POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or director, or both, of Service Corporation International, a Texas corporation (the "Company"), does hereby constitute and appoint Jeffrey E. Curtiss and James M. Shelger his true and lawful attorneys and agents (each with authority to act alone), with power and authority to sign for and on behalf of the undersigned the name of the undersigned as officer or director, or both, of the Company to the Company's Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year of the Company ending December 31, 2000 and to any amendments thereto filed with the Securities and Exchange Commission, and to any instrument or document filed as a part of, as an exhibit to or in connection with said Report or amendments; and the undersigned does hereby ratify and confirm as his own act and deed all that said attorney and agent shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents this 14th day of February, 2001.
/s/ Edward E. Williams ----------------------------------EDWARD E. WILLIAMS

EXHIBIT 99.16 NO._____________
JACK D. ROTTMAN Plaintiff, vs. SERVICE CORPORATION INTERNATIONAL, ROBERT L. WALTRIP, L. WILLIAM HEILIGBRODT, GEORGE R. CHAMPAGNE, W. BLAIR WALTRIP, JAMES M. SHELGER, WESLEY T. MCRAE and PRICEWATERHOUSE COOPERS, L.L.P., ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) IN THE DISTRICT COURT OF

ANGELINA COUNTY, TEXAS

POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or director, or both, of Service Corporation International, a Texas corporation (the "Company"), does hereby constitute and appoint Jeffrey E. Curtiss and James M. Shelger his true and lawful attorneys and agents (each with authority to act alone), with power and authority to sign for and on behalf of the undersigned the name of the undersigned as officer or director, or both, of the Company to the Company's Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year of the Company ending December 31, 2000 and to any amendments thereto filed with the Securities and Exchange Commission, and to any instrument or document filed as a part of, as an exhibit to or in connection with said Report or amendments; and the undersigned does hereby ratify and confirm as his own act and deed all that said attorney and agent shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents this 14th day of February, 2001.
/s/ Edward E. Williams ----------------------------------EDWARD E. WILLIAMS

EXHIBIT 99.16 NO._____________
JACK D. ROTTMAN Plaintiff, vs. SERVICE CORPORATION INTERNATIONAL, ROBERT L. WALTRIP, L. WILLIAM HEILIGBRODT, GEORGE R. CHAMPAGNE, W. BLAIR WALTRIP, JAMES M. SHELGER, WESLEY T. MCRAE and PRICEWATERHOUSE COOPERS, L.L.P., Defendants. ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) IN THE DISTRICT COURT OF

ANGELINA COUNTY, TEXAS

_____ JUDICIAL DISTRICT

PLAINTIFF'S ORIGINAL PETITION TO THE HONORABLE JUDGE OF SAID COURT: Plaintiff Jack D. Rottman complains of defendants Service Corporation International, Robert L. Waltrip, L. William Heiligbrodt, George R. Champagne, W. Blair Waltrip, James M. Shelger, Welsey T. McRae and Pricewaterhouse Coopers, L.L.P. and for cause would show the following: I. NATURE OF ACTION 1. Plaintiff (Rottman), sues for fraud and misrepresentation under state statutory and common law. Rottman gave up shares and stock options in Equity Corporation International (Equity) and acquired the shares of Service Corporation International (SCI) in the stock-for-stock merger of Equity into SCI (the Merger) on January 19, 1999. To persuade Rottman to consent to the Merger and to transfer his ECI shares, SCI and the other defendants hid knowledge they had and were under a duty to disclose concerning SCI's poor financial performance in the quarter ending

EXHIBIT 99.16 NO._____________
JACK D. ROTTMAN Plaintiff, vs. SERVICE CORPORATION INTERNATIONAL, ROBERT L. WALTRIP, L. WILLIAM HEILIGBRODT, GEORGE R. CHAMPAGNE, W. BLAIR WALTRIP, JAMES M. SHELGER, WESLEY T. MCRAE and PRICEWATERHOUSE COOPERS, L.L.P., Defendants. ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) IN THE DISTRICT COURT OF

ANGELINA COUNTY, TEXAS

_____ JUDICIAL DISTRICT

PLAINTIFF'S ORIGINAL PETITION TO THE HONORABLE JUDGE OF SAID COURT: Plaintiff Jack D. Rottman complains of defendants Service Corporation International, Robert L. Waltrip, L. William Heiligbrodt, George R. Champagne, W. Blair Waltrip, James M. Shelger, Welsey T. McRae and Pricewaterhouse Coopers, L.L.P. and for cause would show the following: I. NATURE OF ACTION 1. Plaintiff (Rottman), sues for fraud and misrepresentation under state statutory and common law. Rottman gave up shares and stock options in Equity Corporation International (Equity) and acquired the shares of Service Corporation International (SCI) in the stock-for-stock merger of Equity into SCI (the Merger) on January 19, 1999. To persuade Rottman to consent to the Merger and to transfer his ECI shares, SCI and the other defendants hid knowledge they had and were under a duty to disclose concerning SCI's poor financial performance in the quarter ending

December 31, 1998. In so doing, defendants misrepresented and concealed material information that, had it been disclosed, would have resulted in termination of the transaction. II. JURISDICTION AND VENUE 2. The claims asserted herein arise under the Texas Securities Act, Tex. Rev. Civ. Stat. art. 581-33, Tex. Bus. & Comm. Code Section 27.01, common law fraud, negligent misrepresentation, and conspiracy. 3. This Court has jurisdiction pursuant to Tex. Gov. Code Sections 24.007 and 24.008. 4. Venue is proper in this Court pursuant to Tex. Civ. Prac. & Rem. Code Section 15.002. III. PARTIES

December 31, 1998. In so doing, defendants misrepresented and concealed material information that, had it been disclosed, would have resulted in termination of the transaction. II. JURISDICTION AND VENUE 2. The claims asserted herein arise under the Texas Securities Act, Tex. Rev. Civ. Stat. art. 581-33, Tex. Bus. & Comm. Code Section 27.01, common law fraud, negligent misrepresentation, and conspiracy. 3. This Court has jurisdiction pursuant to Tex. Gov. Code Sections 24.007 and 24.008. 4. Venue is proper in this Court pursuant to Tex. Civ. Prac. & Rem. Code Section 15.002. III. PARTIES 5. Plaintiff Jack Rottman is a resident of Lufkin, Texas. Rottman was the Senior Vice President of Corporate Development of Equity from 1994 until the Merger. Rottman helped build Equity into the fourth largest publiclytraded provider of deathcare services and products in the United States, and increased annual revenues from $18 million in 1990 to an estimated $206 million in 1998. 6. Defendant SCI is a corporation organized under the laws of the State of Texas with its principal executive offices located at 1929 Allen Parkway, Houston, Texas. J. Clifford Gunter III of the law firm of Bracewell & Patterson, L.L.P., 711 Louisiana Street, Suite 2900, Houston, Texas 77002 has been authorized by defendant SCI to accept service of this Plaintiff's Original Petition. A copy of Plaintiff's Original Petition has been delivered to him. 7. Defendant Robert L. Waltrip (Waltrip) is the Chief Executive Officer and Chairman of the Board of SCI. Waltrip resides in Houston, Texas. J. Clifford Gunter III of the law firm of -2-

Bracewell & Patterson, L.L.P., 711 Louisiana Street, Suite 2900, Houston, Texas 77002 has been authorized by defendant Waltrip to accept service of this Plaintiff's Original Petition. A copy of Plaintiff's Original Petition has been delivered to him. 8. L. William Heiligbrodt (Heiligbrodt) was the President and Chief Operating Officer of SCI from before the time he contacted Jim Hunter, the President of ECI, on July 22, 1998, to ask Hunter to consider the Merger, until February 11, 1999. J. Clifford Gunter III of the law firm of Bracewell & Patterson, L.L.P., 711 Louisiana Street, Suite 2900, Houston, Texas 77002 has been authorized by defendant Heiligbrodt to accept service of this Plaintiff's Original Petition. A copy of Plaintiff's Original Petition has been delivered to him. 9. George R. Champagne (Champagne) has been the Executive Vice President and Chief Financial Officer of SCI since before July 22, 1998. J. Clifford Gunter III of the law firm of Bracewell & Patterson, L.L.P., 711 Louisiana Street, Suite 2900, Houston, Texas 77002 has been authorized by defendant Champagne to accept service of this Plaintiff's Original Petition. A copy of Plaintiff's Original Petition has been delivered to him. 10. W. Blair Waltrip (Blair Waltrip) is the son of R. L. Waltrip and had been an Executive Vice President of SCI since before July 22, 1998. J. Clifford Gunter III of the law firm of Bracewell & Patterson, L.L.P., 711 Louisiana Street, Suite 2900, Houston, Texas 77002 has been authorized by defendant Blair Waltrip to accept service of this Plaintiff's Original Petition. A copy of Plaintiff's Original Petition has been delivered to him. 11. James M. Shelger (Shelger) is the Senior Vice President, Secretary and General Counsel of SCI and has held such position since before July 22, 1998. J. Clifford Gunter III of the law firm of Bracewell & Patterson,

Bracewell & Patterson, L.L.P., 711 Louisiana Street, Suite 2900, Houston, Texas 77002 has been authorized by defendant Waltrip to accept service of this Plaintiff's Original Petition. A copy of Plaintiff's Original Petition has been delivered to him. 8. L. William Heiligbrodt (Heiligbrodt) was the President and Chief Operating Officer of SCI from before the time he contacted Jim Hunter, the President of ECI, on July 22, 1998, to ask Hunter to consider the Merger, until February 11, 1999. J. Clifford Gunter III of the law firm of Bracewell & Patterson, L.L.P., 711 Louisiana Street, Suite 2900, Houston, Texas 77002 has been authorized by defendant Heiligbrodt to accept service of this Plaintiff's Original Petition. A copy of Plaintiff's Original Petition has been delivered to him. 9. George R. Champagne (Champagne) has been the Executive Vice President and Chief Financial Officer of SCI since before July 22, 1998. J. Clifford Gunter III of the law firm of Bracewell & Patterson, L.L.P., 711 Louisiana Street, Suite 2900, Houston, Texas 77002 has been authorized by defendant Champagne to accept service of this Plaintiff's Original Petition. A copy of Plaintiff's Original Petition has been delivered to him. 10. W. Blair Waltrip (Blair Waltrip) is the son of R. L. Waltrip and had been an Executive Vice President of SCI since before July 22, 1998. J. Clifford Gunter III of the law firm of Bracewell & Patterson, L.L.P., 711 Louisiana Street, Suite 2900, Houston, Texas 77002 has been authorized by defendant Blair Waltrip to accept service of this Plaintiff's Original Petition. A copy of Plaintiff's Original Petition has been delivered to him. 11. James M. Shelger (Shelger) is the Senior Vice President, Secretary and General Counsel of SCI and has held such position since before July 22, 1998. J. Clifford Gunter III of the law firm of Bracewell & Patterson, L.L.P., 711 Louisiana Street, Suite 2900, Houston, Texas 77002 -3-

has been authorized by defendant Shelger to accept service of this Plaintiff's Original Petition. A copy of Plaintiff's Original Petition has been delivered to him. 12. Defendant Wesley T. McRae (McRae) was the Controller of SCI during 1998. J. Clifford Gunter III of the law firm of Bracewell & Patterson, L.L.P., 711 Louisiana Street, Suite 2900, Houston, Texas 77002 has been authorized by defendant McRae to accept service of this Plaintiff's Original Petition. A copy of Plaintiff's Original Petition has been delivered to him. 13. Defendants Waltrip, Heiligbrodt, Champagne, Blair Waltrip, Shelger, and McRae (the Individual Defendants), as senior officers or directors of SCI, were controlling persons of the Company. Each exercised his power and influence to cause SCI to engage in the fraudulent acts and practices complained of herein. 14. Defendant Pricewaterhouse Coopers, L.L.P. (Pricewaterhouse) is a national accounting firm with offices throughout the United States, including two in Houston, Texas: one at 1201 Louisiana, Suite 2900, Houston, Texas 77002-5678, and another at 1100 Louisiana, Suite 4100, Houston, Texas 77002-9980. Harry M. Reasoner of the law firm of Vinson & Elkins, L.L.P., 1001 Fannin Street, Suite 2300, Houston, Texas 77002, has been authorized by defendant Pricewaterhouse to accept service of this Plaintiff's Original Petition. A copy of Plaintiff's Original Petition has been delivered to him. IV. FACTS NEGOTIATION AND CLOSING OF THE MERGER AGREEMENT 15. On July 22, 1998, defendants Heiligbrodt and Waltrip contacted Jim Hunter, Equity's CEO, to ask him whether Equity would be interested in being acquired by SCI. -4-

has been authorized by defendant Shelger to accept service of this Plaintiff's Original Petition. A copy of Plaintiff's Original Petition has been delivered to him. 12. Defendant Wesley T. McRae (McRae) was the Controller of SCI during 1998. J. Clifford Gunter III of the law firm of Bracewell & Patterson, L.L.P., 711 Louisiana Street, Suite 2900, Houston, Texas 77002 has been authorized by defendant McRae to accept service of this Plaintiff's Original Petition. A copy of Plaintiff's Original Petition has been delivered to him. 13. Defendants Waltrip, Heiligbrodt, Champagne, Blair Waltrip, Shelger, and McRae (the Individual Defendants), as senior officers or directors of SCI, were controlling persons of the Company. Each exercised his power and influence to cause SCI to engage in the fraudulent acts and practices complained of herein. 14. Defendant Pricewaterhouse Coopers, L.L.P. (Pricewaterhouse) is a national accounting firm with offices throughout the United States, including two in Houston, Texas: one at 1201 Louisiana, Suite 2900, Houston, Texas 77002-5678, and another at 1100 Louisiana, Suite 4100, Houston, Texas 77002-9980. Harry M. Reasoner of the law firm of Vinson & Elkins, L.L.P., 1001 Fannin Street, Suite 2300, Houston, Texas 77002, has been authorized by defendant Pricewaterhouse to accept service of this Plaintiff's Original Petition. A copy of Plaintiff's Original Petition has been delivered to him. IV. FACTS NEGOTIATION AND CLOSING OF THE MERGER AGREEMENT 15. On July 22, 1998, defendants Heiligbrodt and Waltrip contacted Jim Hunter, Equity's CEO, to ask him whether Equity would be interested in being acquired by SCI. -4-

16. On April 23, 1998, SCI had announced record revenues and earnings, increased margins, and "increased investment returns associated with the larger asset base from cemetery merchandise and endowment care trust funds." On July 23, 1998, SCI had reported record revenues and earnings for the second quarter of 1998. The Company had fueled its growth primarily through acquisitions such as Equity and had apparently been quite successful in integrating and managing its acquisitions. 17. On July 27, 1998, Heiligbrodt met with Jim Hunter. On information and belief, Heiligbrodt told Jim Hunter that SCI was a strong company with a bright future and that SCI expected no significant problems despite unfavorable business trends in the industry. On information and belief, Heiligbrodt also told Jim Hunter the Merger was in the best interests of the Equity shareholders because they would gain the liquidity, stability, and growth associated with ownership of SCI's stock. On information and belief, Heiligbrodt delivered a letter at the meeting signed by defendant Waltrip reiterating Heiligbrodt's statements about the benefits of merging with SCI and urging Jim Hunter to enter into formal merger negotiations. 18. Following the July 27, 1998 meeting, Equity formally retained ABN AMRO as its financial advisor. SCI hired J.P. Morgan & Co. (Morgan). Negotiations for the Merger began in earnest. 19. SCI and Equity executed a merger agreement (the Merger Agreement) on August 6, 1998. 20. In the Merger Agreement, SCI represented that at the closing date of the Merger, there had been no development that could reasonably be anticipated to be adverse to SCI's business or financial condition (sections 4.7 and 10.10(g)), and promised that SCI would promptly notify Equity if it learned of any such development (section 7.9). Equity had the right to terminate the Merger -5-

16. On April 23, 1998, SCI had announced record revenues and earnings, increased margins, and "increased investment returns associated with the larger asset base from cemetery merchandise and endowment care trust funds." On July 23, 1998, SCI had reported record revenues and earnings for the second quarter of 1998. The Company had fueled its growth primarily through acquisitions such as Equity and had apparently been quite successful in integrating and managing its acquisitions. 17. On July 27, 1998, Heiligbrodt met with Jim Hunter. On information and belief, Heiligbrodt told Jim Hunter that SCI was a strong company with a bright future and that SCI expected no significant problems despite unfavorable business trends in the industry. On information and belief, Heiligbrodt also told Jim Hunter the Merger was in the best interests of the Equity shareholders because they would gain the liquidity, stability, and growth associated with ownership of SCI's stock. On information and belief, Heiligbrodt delivered a letter at the meeting signed by defendant Waltrip reiterating Heiligbrodt's statements about the benefits of merging with SCI and urging Jim Hunter to enter into formal merger negotiations. 18. Following the July 27, 1998 meeting, Equity formally retained ABN AMRO as its financial advisor. SCI hired J.P. Morgan & Co. (Morgan). Negotiations for the Merger began in earnest. 19. SCI and Equity executed a merger agreement (the Merger Agreement) on August 6, 1998. 20. In the Merger Agreement, SCI represented that at the closing date of the Merger, there had been no development that could reasonably be anticipated to be adverse to SCI's business or financial condition (sections 4.7 and 10.10(g)), and promised that SCI would promptly notify Equity if it learned of any such development (section 7.9). Equity had the right to terminate the Merger -5-

Agreement in the event any such development (sections 8.2(a) and 9.1(a)(i)). Rottman relied on SCI's representations and promises, and understood that SCI had a duty to disclose any such adverse development to Equity, and therefore to Rottman. 21. The Merger Agreement was incorporated by reference in and attached to a November 20, 1998 Prospectus and Proxy Statement (the Prospectus) that was transmitted to Rottman. The Prospectus explicitly stated that shareholders should rely on the information contained in and incorporated by reference in the Prospectus. 22. In December 1998, the Merger Agreement was amended to lower the exchange ratio for the Merger, reflecting the rising price of SCI stock. On December 12, 1998, SCI amended the Prospectus to disclose the lower exchange ratio. In accordance with the renegotiated exchange ratio, Rottman received when the Merger closed 0.71053 shares of SCI stock for each of his shares of Equity stock, and exchanged his Equity stock options for SCI stock options on the same exchange ratio. 23. The Merger closed on January 19, 1999. Through January 19, 1999, SCI did not disclose to Equity or Rottman any development that could reasonably be anticipated to be adverse to SCI's business or financial condition. Rottman reasonably believed that there had been no such adverse development up to and including January 19, 1999, because he knew that SCI was required to disclose any such development to Equity, and SCI had not done so. SCI DISCLOSES ITS POOR RESULTS 24. Within seven days of the Merger, however, SCI publicly announced on January 26, 1999 that it had substantially missed both its fourth quarter and its annual earnings estimates. 25. SCI's failure to meet its earnings estimates was material information to Rottman. SCI's failure to meet its earnings estimates was a development that could reasonably be anticipated. -6-

Agreement in the event any such development (sections 8.2(a) and 9.1(a)(i)). Rottman relied on SCI's representations and promises, and understood that SCI had a duty to disclose any such adverse development to Equity, and therefore to Rottman. 21. The Merger Agreement was incorporated by reference in and attached to a November 20, 1998 Prospectus and Proxy Statement (the Prospectus) that was transmitted to Rottman. The Prospectus explicitly stated that shareholders should rely on the information contained in and incorporated by reference in the Prospectus. 22. In December 1998, the Merger Agreement was amended to lower the exchange ratio for the Merger, reflecting the rising price of SCI stock. On December 12, 1998, SCI amended the Prospectus to disclose the lower exchange ratio. In accordance with the renegotiated exchange ratio, Rottman received when the Merger closed 0.71053 shares of SCI stock for each of his shares of Equity stock, and exchanged his Equity stock options for SCI stock options on the same exchange ratio. 23. The Merger closed on January 19, 1999. Through January 19, 1999, SCI did not disclose to Equity or Rottman any development that could reasonably be anticipated to be adverse to SCI's business or financial condition. Rottman reasonably believed that there had been no such adverse development up to and including January 19, 1999, because he knew that SCI was required to disclose any such development to Equity, and SCI had not done so. SCI DISCLOSES ITS POOR RESULTS 24. Within seven days of the Merger, however, SCI publicly announced on January 26, 1999 that it had substantially missed both its fourth quarter and its annual earnings estimates. 25. SCI's failure to meet its earnings estimates was material information to Rottman. SCI's failure to meet its earnings estimates was a development that could reasonably be anticipated. -6-

to be adverse to SCI's business or financial condition and SCI did in fact anticipate that it would be adverse to SCI's business and financial condition. SCI knew that the earnings information would come as a tremendous shock to the investment community and would cause an immediate and drastic drop in the price of SCI's shares. 26. On information and belief, after SCI publicly announced its failure to meet its earnings estimates on January 26, 1999, SCI's CFO, defendant George Champagne acknowledged to Jim Hunter that SCI had known before the Merger closed that SCI would substantially miss its earnings estimates. 27. On information and belief, after the January 26, 1999 announcement, an employee of Pricewaterhouse told Jim Hunter that Pricewaterhouse knew before the Merger closed that SCI would substantially miss its earnings estimates, and that this information was memorialized in a memorandum that had been sent to SCI. CAUSES OF ACTION COUNT I TEXAS SECURITIES ACT, ART. 581-33 28. Plaintiff repeats and realleges each allegation contained above. 29. Plaintiff brings this Count under the Texas Securities Act, Art. 581-33A, B, and C, against all defendants. 30. SCI offered to buy from Rottman his equity shares, and to sell to Rottman SCI shares, by means of an untrue statement of a material fact, and by an omission to state a state a material fact necessary to make the statements made, in the light of the circumstances under which they were made, not misleading. -7-

to be adverse to SCI's business or financial condition and SCI did in fact anticipate that it would be adverse to SCI's business and financial condition. SCI knew that the earnings information would come as a tremendous shock to the investment community and would cause an immediate and drastic drop in the price of SCI's shares. 26. On information and belief, after SCI publicly announced its failure to meet its earnings estimates on January 26, 1999, SCI's CFO, defendant George Champagne acknowledged to Jim Hunter that SCI had known before the Merger closed that SCI would substantially miss its earnings estimates. 27. On information and belief, after the January 26, 1999 announcement, an employee of Pricewaterhouse told Jim Hunter that Pricewaterhouse knew before the Merger closed that SCI would substantially miss its earnings estimates, and that this information was memorialized in a memorandum that had been sent to SCI. CAUSES OF ACTION COUNT I TEXAS SECURITIES ACT, ART. 581-33 28. Plaintiff repeats and realleges each allegation contained above. 29. Plaintiff brings this Count under the Texas Securities Act, Art. 581-33A, B, and C, against all defendants. 30. SCI offered to buy from Rottman his equity shares, and to sell to Rottman SCI shares, by means of an untrue statement of a material fact, and by an omission to state a state a material fact necessary to make the statements made, in the light of the circumstances under which they were made, not misleading. -7-

31. SCI was the issuer for the SCI shares sold to Rottman via the Merger. SCI disseminated a prospectus for the Merger exchange shares registered under 15 U.S.C. Section 77f. The prospectus contained an untrue statement of material fact, and omissions of material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. 32. Plaintiff had no knowledge of the misrepresentations or omissions at the time of the Merger when he sold his Equity shares and purchased SCI shares. 33. Each of the defendants had knowledge of the misrepresentations and omissions or in the exercise of reasonable care would have known of the untruths or omissions. 34. Each of the Individual Defendants was a control person of SCI for purposes of art. 581-33 F and so is liable jointly and severally with SCI for SCI's violations of art. 581-33 A, B and C. 35. Pricewaterhouse materially aided SCI, for purposes of art. 581-33 F, in violating art. 581-33 A, B and C. Pricewaterhouse acted directly or indirectly with the intent to deceive Rottman or acted with reckless disregard for the truth or for the law. Accordingly, Pricewaterhouse is liable jointly and severally with SCI for SCI's violations of art. 581-33 A, B and C. 36. Rottman also seeks costs and reasonable attorney's fees. COUNT II TEXAS BUSINESS & COMMERCE CODE SECTION 27.01 37. Plaintiff repeats and realleges each allegation contained above. 38. Plaintiff brings this Count for fraud in a transaction involving stock in a corporation under Tex. Bus. & Comm. Code Section 27.01 against all defendants.

31. SCI was the issuer for the SCI shares sold to Rottman via the Merger. SCI disseminated a prospectus for the Merger exchange shares registered under 15 U.S.C. Section 77f. The prospectus contained an untrue statement of material fact, and omissions of material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. 32. Plaintiff had no knowledge of the misrepresentations or omissions at the time of the Merger when he sold his Equity shares and purchased SCI shares. 33. Each of the defendants had knowledge of the misrepresentations and omissions or in the exercise of reasonable care would have known of the untruths or omissions. 34. Each of the Individual Defendants was a control person of SCI for purposes of art. 581-33 F and so is liable jointly and severally with SCI for SCI's violations of art. 581-33 A, B and C. 35. Pricewaterhouse materially aided SCI, for purposes of art. 581-33 F, in violating art. 581-33 A, B and C. Pricewaterhouse acted directly or indirectly with the intent to deceive Rottman or acted with reckless disregard for the truth or for the law. Accordingly, Pricewaterhouse is liable jointly and severally with SCI for SCI's violations of art. 581-33 A, B and C. 36. Rottman also seeks costs and reasonable attorney's fees. COUNT II TEXAS BUSINESS & COMMERCE CODE SECTION 27.01 37. Plaintiff repeats and realleges each allegation contained above. 38. Plaintiff brings this Count for fraud in a transaction involving stock in a corporation under Tex. Bus. & Comm. Code Section 27.01 against all defendants. -8-

39. SCI and the Individual Defendants misrepresented that there had been no development that could reasonably be anticipated to be adverse to SCI's business or financial condition through the date the Merger was consummated. 40. SCI and the Individual Defendants made the material misrepresentations with the intent to induce Equity shareholders to refrain from terminating the Merger Agreement and to cause Equity to consummate the Merger after shareholder approval. 41. Rottman relied on the material misrepresentations. 42. Rottman had no knowledge of the falsity of SCI's material misrepresentations. 43. As persons who made material false representations to Rottman in violation of Section 27.01(a), SCI and the Individual Defendants are liable to Rottman for actual damages under Section 27.01(b). Rottman's actual damages are in the millions of dollars, and include his loss on the value of his Equity stock and options. 44. Because SCI and the Individual Defendants had actual awareness of the falsity of their material representations, they are liable to Rottman for exemplary damages under Section 27.01(c). 45. Pricewaterhouse had actual awareness of the falsity of SCI's and the Individual Defendants' material misrepresentations, but failed to disclose same to Equity and Rottman. Pricewaterhouse benefitted from the fraud in that it retained SCI's audit business. Accordingly, Pricewaterhouse is liable to Rottman for actual and exemplary damages under Section 27.01(d). 46. All the defendants are liable to Rottman under Section 27.01(e) for reasonable and necessary attorneys' fees,

39. SCI and the Individual Defendants misrepresented that there had been no development that could reasonably be anticipated to be adverse to SCI's business or financial condition through the date the Merger was consummated. 40. SCI and the Individual Defendants made the material misrepresentations with the intent to induce Equity shareholders to refrain from terminating the Merger Agreement and to cause Equity to consummate the Merger after shareholder approval. 41. Rottman relied on the material misrepresentations. 42. Rottman had no knowledge of the falsity of SCI's material misrepresentations. 43. As persons who made material false representations to Rottman in violation of Section 27.01(a), SCI and the Individual Defendants are liable to Rottman for actual damages under Section 27.01(b). Rottman's actual damages are in the millions of dollars, and include his loss on the value of his Equity stock and options. 44. Because SCI and the Individual Defendants had actual awareness of the falsity of their material representations, they are liable to Rottman for exemplary damages under Section 27.01(c). 45. Pricewaterhouse had actual awareness of the falsity of SCI's and the Individual Defendants' material misrepresentations, but failed to disclose same to Equity and Rottman. Pricewaterhouse benefitted from the fraud in that it retained SCI's audit business. Accordingly, Pricewaterhouse is liable to Rottman for actual and exemplary damages under Section 27.01(d). 46. All the defendants are liable to Rottman under Section 27.01(e) for reasonable and necessary attorneys' fees, expert witness fees, costs for copies of depositions, and costs of court. -9-

COUNT III COMMON LAW FRAUD 47. Plaintiff repeats and realleges each allegation contained above. 48. Plaintiff alleges this Count against SCI and the Individual Defendants. 49. SCI and the Individual Defendants made the material misrepresentations described above. In addition, SCI and the Individual Defendants had a duty to disclose the information concerning SCI's poor results, but failed to do so. As soon as SCI learned of the possibility that it would miss its earnings target, SCI had a duty to inform Equity, and therefore Rottman, and the failure to do so constituted a material omission and a continuing misrepresentation that it had not suffered any adverse development. 50. SCI and the Individual Defendants knew that the misrepresentations were false when made or made such material misrepresentations recklessly and without any knowledge of their truth, and knew that the omissions failed to correct prior representations that were false. 51. SCI and the Individual Defendants intended that Rottman rely on the material misrepresentations. 52. Rottman did rely on SCI's and the Individual Defendants' material misrepresentations. 53. As result of the defendants' fraud, Rottman suffered injury. Rottman's actual damages are in the millions of dollars, and include his loss on the value of his Equity stock and options. The defendants are liable to Rottman for actual damages. 54. Defendants wilfully and intentionally defrauded Rottman and so are liable to them for exemplary damages.

COUNT III COMMON LAW FRAUD 47. Plaintiff repeats and realleges each allegation contained above. 48. Plaintiff alleges this Count against SCI and the Individual Defendants. 49. SCI and the Individual Defendants made the material misrepresentations described above. In addition, SCI and the Individual Defendants had a duty to disclose the information concerning SCI's poor results, but failed to do so. As soon as SCI learned of the possibility that it would miss its earnings target, SCI had a duty to inform Equity, and therefore Rottman, and the failure to do so constituted a material omission and a continuing misrepresentation that it had not suffered any adverse development. 50. SCI and the Individual Defendants knew that the misrepresentations were false when made or made such material misrepresentations recklessly and without any knowledge of their truth, and knew that the omissions failed to correct prior representations that were false. 51. SCI and the Individual Defendants intended that Rottman rely on the material misrepresentations. 52. Rottman did rely on SCI's and the Individual Defendants' material misrepresentations. 53. As result of the defendants' fraud, Rottman suffered injury. Rottman's actual damages are in the millions of dollars, and include his loss on the value of his Equity stock and options. The defendants are liable to Rottman for actual damages. 54. Defendants wilfully and intentionally defrauded Rottman and so are liable to them for exemplary damages. -10-

COUNT IV NEGLIGENT MISREPRESENTATION 55. Plaintiff repeats and realleges each allegation contained above. 56. Plaintiff brings this Count against SCI and the Individual Defendants. 57. SCI and the Individual Defendants provided false information to Rottman in the course of their business or in a transaction in which they had a pecuniary interest. 58. SCI and the Individual Defendants provided the false information for the guidance of Rottman in Rottman's business. 59. SCI and the Individual Defendants did not exercise reasonable care or competence in obtaining or communicating the information to Rottman. 60. As a result of SCI's and the Individual Defendant's negligent misrepresentations, Rottman suffered damages. Rottman's actual damages are in the millions of dollars, and include his loss on the value of his Equity stock and options. COUNT V CONSPIRACY 61. Plaintiff repeats and realleges each allegation contained above.

COUNT IV NEGLIGENT MISREPRESENTATION 55. Plaintiff repeats and realleges each allegation contained above. 56. Plaintiff brings this Count against SCI and the Individual Defendants. 57. SCI and the Individual Defendants provided false information to Rottman in the course of their business or in a transaction in which they had a pecuniary interest. 58. SCI and the Individual Defendants provided the false information for the guidance of Rottman in Rottman's business. 59. SCI and the Individual Defendants did not exercise reasonable care or competence in obtaining or communicating the information to Rottman. 60. As a result of SCI's and the Individual Defendant's negligent misrepresentations, Rottman suffered damages. Rottman's actual damages are in the millions of dollars, and include his loss on the value of his Equity stock and options. COUNT V CONSPIRACY 61. Plaintiff repeats and realleges each allegation contained above. 62. SCI and Pricewaterhouse conspired to hide SCI's true value for the purposes of inducing Jack Rottman and other shareholders to effect the Merger. In furtherance of such purpose, SCI and Pricewaterhouse agreed to commit and did commit the violations of common law and statutory law described above. Rottman suffered damages in the millions of dollars as a result of SCI's and Pricewaterhouse's unlawful acts. WHEREFORE, plaintiff prays for relief and judgment, as follows: Compensatory damages against all defendants, jointly and severally; -11-

- Exemplary damages against all defendants; - Interest on damages in accordance with law; - Plaintiff's reasonable attorney's fees; - Costs of court; - Expert witness fees; - Costs of copies of depositions; and - Such other and further relief as the Court may deem just and proper. JURY TRIAL DEMANDED Plaintiff hereby demands a trial by jury.
DATED: December 28, 2000 Respectfully submitted,

- Exemplary damages against all defendants; - Interest on damages in accordance with law; - Plaintiff's reasonable attorney's fees; - Costs of court; - Expert witness fees; - Costs of copies of depositions; and - Such other and further relief as the Court may deem just and proper. JURY TRIAL DEMANDED Plaintiff hereby demands a trial by jury.
DATED: December 28, 2000 Respectfully submitted, SUSMAN GODFREY L.L.P. By: /s/ HARRY SUSMAN ------------------------------Mark L.D. Wawro State Bar No. 20988275 Harry P. Susman State Bar No. 24008875 1000 Louisiana Street, Suite 5100 Houston, Texas 77002 Telephone: (713) 651-9366 Facsimile: (713) 654-6666

George Chandler LAW OFFICES OF GEORGE CHANDLER (P.O. Box 340, Lufkin, Texas 75901) 207 East Frank Street, Suite 105 Lufkin, Texas 75902 Telephone: (936) 632-7778 Facsimile: (936) 632-1304 Attorneys for Plaintiff, Jack D. Rottman

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CERTIFICATE OF SERVICE This is to certify that on this the 28th day of December, 2000, a true and correct copy of the above and foregoing instrument, Plaintiff's Original Petition, was properly forwarded to the following counsel of record in accordance with the Texas Rules of Civil Procedure as indicated below: J. Clifford Gunter III VIA MESSENGER Andrew M. Edison Thomas F.A. Hetherington Bracewell & Patterson, L.L.P. 711 Louisiana, Suite 2900

CERTIFICATE OF SERVICE This is to certify that on this the 28th day of December, 2000, a true and correct copy of the above and foregoing instrument, Plaintiff's Original Petition, was properly forwarded to the following counsel of record in accordance with the Texas Rules of Civil Procedure as indicated below: J. Clifford Gunter III VIA MESSENGER Andrew M. Edison Thomas F.A. Hetherington Bracewell & Patterson, L.L.P. 711 Louisiana, Suite 2900 Houston, Texas 77002-2781 Attorneys for Defendants Service Corporation International, Robert L. Waltrip, L. William Heiligbrodt, George R. Champagne, W. Blair Waltrip, James M. Shelger, and Wesley T.
McRae Harry M. Reasoner James A. Reeder, Jr. VINSON & ELKINS L.L.P. 1001 Fannin Street #2300 Houston, Texas 77002-6760 Steve Roper VIA MESSENGER

VIA CERTIFIED MAIL RRR

ZELESKEY, CORNELIUS, HALLMARK, ROPER & HICKS, L.L.P. P.O. Box 1728 Lufkin, Texas 75902-1728 Attorneys for Defendant PricewaterhouseCoopers LLP
/s/ HARRY P. SUSMAN --------------------------Harry P. Susman

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EXHIBIT 99.17 [FILED STAMP] NO. 33701-01-01
JACK D. ROTTMAN, Plaintiff, vs. SERVICE CORPORATION INTERNATIONAL, ROBERT L. WALTRIP, L. WILLIAM HEILIGBRODT, GEORGE R. CHAMPAGNE, W. BLAIR WALTRIP, JAMES M. SHELGER, WESLEY T. MCRAE and PRICEWATERHOUSE COOPERS, L.L.P., Defendants. ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) IN THE DISTRICT COURT OF

ANGELINA COUNTY, TEXAS

______ JUDICIAL DISTRICT

EXHIBIT 99.17 [FILED STAMP] NO. 33701-01-01
JACK D. ROTTMAN, Plaintiff, vs. SERVICE CORPORATION INTERNATIONAL, ROBERT L. WALTRIP, L. WILLIAM HEILIGBRODT, GEORGE R. CHAMPAGNE, W. BLAIR WALTRIP, JAMES M. SHELGER, WESLEY T. MCRAE and PRICEWATERHOUSE COOPERS, L.L.P., Defendants. ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) IN THE DISTRICT COURT OF

ANGELINA COUNTY, TEXAS

______ JUDICIAL DISTRICT

SERVICE CORPORATION INTERNATIONAL, ROBERT L. WALTRIP, L. WILLIAM HEILIGBRODT, GEORGE R. CHAMPAGNE, W. BLAIR WALTRIP, JAMES M. SHELGER, AND WESLEY T. MCRAE'S MOTION TO TRANSFER VENUE AND ORIGINAL ANSWER Defendants Service Corporation International, Robert L. Waltrip, L. William Heiligbrodt, George R. Champagne, W. Blair Waltrip, James M. Shelger and Wesley T. McRae (collectively "SCI Defendants") file their Motion to Transfer Venue and Original Answer, as follows. MOTION TO TRANSFER VENUE 1. Pursuant to Texas Civil Practice and Remedies Code, Section 15.002(b), the SCI Defendants move this Court to transfer this case to Harris County, Texas. This request is made in the interest of justice and for the convenience of the parties and witnesses. The parties and witnesses will be inconvenienced by maintaining suit in Angelina County because the overwhelming majority of them are domiciled or located in Harris County, Texas. Consequently, maintaining suit in

Angelina County will work an economic and personal hardship on the defendants, as they will be required to travel to and stay extended periods in Angelina County during the trial of this matter. If the case is transferred to Harris County, Texas, no such economic and personal hardship will result, as defendants' travel time and expense associated with participating in trial in the county of their residency or principal place of business will be virtually eliminated or at least greatly reduced. Moreover, the balance of interest of all parties predominates in favor of the action being brought in Harris rather than Angelina county. All counsel (save Plaintiff's counsel, Mr. Chandler) are located in Harris County, as are the overwhelming majority of the parties and witnesses. Transfer of this case from Angelina to Harris county will not work a hardship or injustice on any other party. Mr. Rottman may easily travel to Houston to prosecute his case where all the other Defendants and nearly all counsel (save Plaintiff's local Angelina counsel) are located. Harris County is a proper county for venue of this case because it is the county where all or substantial part of the events giving rise to the plaintiff's claims occurred. Harris is also the county of the defendants' residence, or location of their principal office at the time the cause of action accrued. Moreover, the present venue system does not favor the Plaintiff's choice of venue. For the foregoing reasons, the SCI Defendants respectfully request that the case be transferred to Harris County, Texas. GENERAL DENIAL 2. The SCI Defendants deny each and every, all and singular, material allegations contained in Plaintiff's Original

Angelina County will work an economic and personal hardship on the defendants, as they will be required to travel to and stay extended periods in Angelina County during the trial of this matter. If the case is transferred to Harris County, Texas, no such economic and personal hardship will result, as defendants' travel time and expense associated with participating in trial in the county of their residency or principal place of business will be virtually eliminated or at least greatly reduced. Moreover, the balance of interest of all parties predominates in favor of the action being brought in Harris rather than Angelina county. All counsel (save Plaintiff's counsel, Mr. Chandler) are located in Harris County, as are the overwhelming majority of the parties and witnesses. Transfer of this case from Angelina to Harris county will not work a hardship or injustice on any other party. Mr. Rottman may easily travel to Houston to prosecute his case where all the other Defendants and nearly all counsel (save Plaintiff's local Angelina counsel) are located. Harris County is a proper county for venue of this case because it is the county where all or substantial part of the events giving rise to the plaintiff's claims occurred. Harris is also the county of the defendants' residence, or location of their principal office at the time the cause of action accrued. Moreover, the present venue system does not favor the Plaintiff's choice of venue. For the foregoing reasons, the SCI Defendants respectfully request that the case be transferred to Harris County, Texas. GENERAL DENIAL 2. The SCI Defendants deny each and every, all and singular, material allegations contained in Plaintiff's Original Petition as provided under Rule 92 and demand that this court require the Plaintiff to prove its charges and allegations as required by the Constitution and laws of this state. Without waiving the foregoing general denial, the SCI Defendants assert the following affirmative defenses. -2-

AFFIRMATIVE DEFENSES 3. Plaintiff has failed to take reasonable steps to mitigate damages. 4. Plaintiff's claims are barred by limitations. 5. Plaintiff waived his claims. 6. Plaintiff is estopped from asserting his claims. 7. Plaintiff's claim for exemplary or punitive damages is barred because exemplary or punitive damages are not properly available and/or any award of exemplary or punitive damages is unconstitutional. 8. Plaintiff's own conduct is the proximate cause of any damages sustained. 9. Pursuant to Section 33A(2) of the Texas Securities Act, Plaintiff knew of any alleged untruth or omission. 10. Pursuant to Section 33A(2) of the Texas Securities Act, the SCI Defendants did not know, and in the exercise of reasonable care, could not have known, of any alleged untruth or omission. WHEREFORE, premises considered, Service Corporation International, Robert L. Waltrip, L. William Heiligbrodt, George R. Champagne, W. Blair Waltrip, James M. Shelger and Wesley T. McRae pray that a take-nothing judgment be entered against the Plaintiff in this case, that the Plaintiff's claims be dismissed with prejudice to refile the same, and that Service Corporation -3-

International, Robert L. Waltrip, L. William Heiligbrodt, George R. Champagne, W. Blair Waltrip, James M. Shelger and Wesley T. McRae receive any and all further relief to which they are entitled. Respectfully submitted, Bracewell & Patterson, L.L.P.

AFFIRMATIVE DEFENSES 3. Plaintiff has failed to take reasonable steps to mitigate damages. 4. Plaintiff's claims are barred by limitations. 5. Plaintiff waived his claims. 6. Plaintiff is estopped from asserting his claims. 7. Plaintiff's claim for exemplary or punitive damages is barred because exemplary or punitive damages are not properly available and/or any award of exemplary or punitive damages is unconstitutional. 8. Plaintiff's own conduct is the proximate cause of any damages sustained. 9. Pursuant to Section 33A(2) of the Texas Securities Act, Plaintiff knew of any alleged untruth or omission. 10. Pursuant to Section 33A(2) of the Texas Securities Act, the SCI Defendants did not know, and in the exercise of reasonable care, could not have known, of any alleged untruth or omission. WHEREFORE, premises considered, Service Corporation International, Robert L. Waltrip, L. William Heiligbrodt, George R. Champagne, W. Blair Waltrip, James M. Shelger and Wesley T. McRae pray that a take-nothing judgment be entered against the Plaintiff in this case, that the Plaintiff's claims be dismissed with prejudice to refile the same, and that Service Corporation -3-

International, Robert L. Waltrip, L. William Heiligbrodt, George R. Champagne, W. Blair Waltrip, James M. Shelger and Wesley T. McRae receive any and all further relief to which they are entitled. Respectfully submitted, Bracewell & Patterson, L.L.P.
By: /s/ J. CLIFFORD GUNTER III -------------------------------------J. Clifford Gunter III State Bar No. 08627000

C. Thomas Kruse State Bar No. 11742535 Michael D. Hopkins State Bar No. 00793977 South Tower Pennzoil Place 711 Louisiana, Suite 2900 Houston, Texas 77002-2781 Telephone: (713) 2232900 Facsimile: (713) 221-1212 Counsel for Defendants Service Corporation International, Robert L. Waltrip, L. William Heiligbrodt, George R. Champagne, W. Blair Waltrip, James M. Shelger and Wesley T. McRae -4-

CERTIFICATE OF SERVICE I hereby certify that a true and correct copy of the foregoing document has been forwarded via certified mail, return receipt requested, on this 18th day of January, 2001 to: Mark L.D. Wawro Harry P. Susman Susman Godfrey L.L.P.

International, Robert L. Waltrip, L. William Heiligbrodt, George R. Champagne, W. Blair Waltrip, James M. Shelger and Wesley T. McRae receive any and all further relief to which they are entitled. Respectfully submitted, Bracewell & Patterson, L.L.P.
By: /s/ J. CLIFFORD GUNTER III -------------------------------------J. Clifford Gunter III State Bar No. 08627000

C. Thomas Kruse State Bar No. 11742535 Michael D. Hopkins State Bar No. 00793977 South Tower Pennzoil Place 711 Louisiana, Suite 2900 Houston, Texas 77002-2781 Telephone: (713) 2232900 Facsimile: (713) 221-1212 Counsel for Defendants Service Corporation International, Robert L. Waltrip, L. William Heiligbrodt, George R. Champagne, W. Blair Waltrip, James M. Shelger and Wesley T. McRae -4-

CERTIFICATE OF SERVICE I hereby certify that a true and correct copy of the foregoing document has been forwarded via certified mail, return receipt requested, on this 18th day of January, 2001 to: Mark L.D. Wawro Harry P. Susman Susman Godfrey L.L.P. 1000 Louisiana St., Suite 5100 Houston, Texas 77002 George Chandler Law Offices of George Chandler (P. O. Box 340, Lufkin, Texas 75901) 207 East Frank Street, Suite 105 Lufkin, Texas 75902 Attorneys for Plaintiff, Jack D. Rottman Harry M. Reasoner James A. Reeder, Jr. Vinson & Elkins L.L.P. 1001 Fannin Street #2300 Houston, Texas 77002-6760 Steve Roper Zeleskey, Cornelius, Hallmark, Roper & Hicks, L.L.P. P. O. Box 1728 Lufkin, Texas 75902-1728 Attorneys for Defendant Pricewaterhouse Coopers LLP

CERTIFICATE OF SERVICE I hereby certify that a true and correct copy of the foregoing document has been forwarded via certified mail, return receipt requested, on this 18th day of January, 2001 to: Mark L.D. Wawro Harry P. Susman Susman Godfrey L.L.P. 1000 Louisiana St., Suite 5100 Houston, Texas 77002 George Chandler Law Offices of George Chandler (P. O. Box 340, Lufkin, Texas 75901) 207 East Frank Street, Suite 105 Lufkin, Texas 75902 Attorneys for Plaintiff, Jack D. Rottman Harry M. Reasoner James A. Reeder, Jr. Vinson & Elkins L.L.P. 1001 Fannin Street #2300 Houston, Texas 77002-6760 Steve Roper Zeleskey, Cornelius, Hallmark, Roper & Hicks, L.L.P. P. O. Box 1728 Lufkin, Texas 75902-1728 Attorneys for Defendant Pricewaterhouse Coopers LLP
/s/ C. THOMAS KRUSE -------------------------------------C. Thomas Kruse

-5-

EXHIBIT 99.18 [STAMPS] NO. 2000-63917
JACK T. HAMMER ) ) ) ) ) ) ) ) ) ) ) ) IN THE DISTRICT COURT OF

Plaintiff, VS.

HARRIS COUNTY, TEXAS

SERVICE CORPORATION INTERNATIONAL, ROBERT L. WALTRIP, L. WILLIAM HEILIGBRODT, GEORGE R.

EXHIBIT 99.18 [STAMPS] NO. 2000-63917
JACK T. HAMMER ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) IN THE DISTRICT COURT OF

Plaintiff, VS.

HARRIS COUNTY, TEXAS

SERVICE CORPORATION INTERNATIONAL, ROBERT L. WALTRIP, L. WILLIAM HEILIGBRODT, GEORGE R. CHAMPAGNE, W. BLAIR WALTRIP, JAMES M. SHELGER, WESLEY T. MCRAE AND PRICEWATERHOUSE COOPERS, L.L.P. Defendant.

165 JUDICIAL DISTRICT

PLAINTIFF'S ORIGINAL PETITION Comes now plaintiff, Jack T. Hammer, and states his complaint against the defendants and shows this Court as follows: I. DISCOVERY CONTROL PLAN 1. Plaintiff intends to conduct discovery pursuant to Level 3. Tex. R. Civ. P. 190.4. II. NATURE OF ACTION 2. This is a securities action brought by plaintiff who, in July, 1998, was the owner of 1,090,196 shares of common stock of defendant Service Corporation International ("SCI"), and 41,500 shares of common stock and 30,000 options to purchase the common stock of Equity Corporation International ("ECI") and who was a director of ECI. Plaintiff's Original Petition

III. JURISDICTION AND VENUE 3. The claims asserted herein arise under the Texas Securities Act, Tex. Rev. Civ. Stat. Art. 581-33, Tex. Bus. & Comm. Code Section 27.01, and are for common law fraud, negligent misrepresentation and conspiracy. 4. This Court has jurisdiction pursuant to Tex. Gov. Code Sections 24.007 and 24.008. 5. Venue is proper in this Court pursuant to Tex. Civ. Prac. & Rev. Code Section 15.002. IV. PARTIES 6. Plaintiff is an individual residing in the State of Florida.

III. JURISDICTION AND VENUE 3. The claims asserted herein arise under the Texas Securities Act, Tex. Rev. Civ. Stat. Art. 581-33, Tex. Bus. & Comm. Code Section 27.01, and are for common law fraud, negligent misrepresentation and conspiracy. 4. This Court has jurisdiction pursuant to Tex. Gov. Code Sections 24.007 and 24.008. 5. Venue is proper in this Court pursuant to Tex. Civ. Prac. & Rev. Code Section 15.002. IV. PARTIES 6. Plaintiff is an individual residing in the State of Florida. 7. SCI is a Texas corporation which has its principal place of business in Harris County, Texas. 8. Robert L. Waltrip ("Waltrip") is a resident of Harris County, Texas who was the Chief Executive Officer and Chairman of the Board of Directors of SCI since before July 22, 1998. 9. L. William Heiligbrodt ("Heiligbrodt") is a resident of Harris County, Texas, who was the President and Chief Operating Officer of SCI since before August, 1998 until February 11, 1999. 10. George R. Champagne ("Champagne") is a resident of Harris County, Texas, who was the Executive Vice President and Chief Financial Officer of SCI since before July 22, 1998. 11. W. Blair Waltrip ("Blair Waltrip"), a resident of Harris County, Texas, is the son of Robert L. Waltrip and has been an Executive Vice President of SCI since before July 22, 1998. Plaintiff's Original Petition 2

12. James M. Shelger ("Shelger"), a resident of Harris County, Texas, is the Senior Vice President, Secretary and General Counsel of SCI and has held such position since before July 22, 1998. 13. Defendant Wesley T. McRae ("McRae"), a resident of Harris County, Texas, was the Controller of SCI during 1998. 14. Defendant PricewaterhouseCoopers, L.L.P. ("Pricewaterhouse") is a national accounting firm with offices throughout the United States, including two in Harris County Texas, one at 1201 Louisiana Street, Suite 2900, Houston, Texas 77002-5678 and another at 1100 Louisiana Street, Suite 4100, Houston, Texas 77002-9980. Pricewaterhouse was SCI's independent public accounting firm at all times relevant hereto. V. FACTUAL ALLEGATIONS 15. In 1997, plaintiff was the owner of 1,090,196 shares of SCI common stock. 16. SCI and ECI had been a combined company until sometime in 1997 when SCI spun-off its interest in ECI in order to free itself to pursue an acquisition of another company in the funeral home business. After the spin-off, plaintiff purchased 41,500 shares of ECI stock, purchased options to acquire additional ECI stock and was elected to ECI's board of directors. 17. On July 22, 1998, ECI was contracted by SCI to arrange a meeting to discuss strategic considerations and the current and future trends in the funeral home industry, including opportunities resulting from SCI's recent acquisition of American Memorial Life Insurance Company which specialized in final care insurance products. Plaintiff's Original Petition 3

12. James M. Shelger ("Shelger"), a resident of Harris County, Texas, is the Senior Vice President, Secretary and General Counsel of SCI and has held such position since before July 22, 1998. 13. Defendant Wesley T. McRae ("McRae"), a resident of Harris County, Texas, was the Controller of SCI during 1998. 14. Defendant PricewaterhouseCoopers, L.L.P. ("Pricewaterhouse") is a national accounting firm with offices throughout the United States, including two in Harris County Texas, one at 1201 Louisiana Street, Suite 2900, Houston, Texas 77002-5678 and another at 1100 Louisiana Street, Suite 4100, Houston, Texas 77002-9980. Pricewaterhouse was SCI's independent public accounting firm at all times relevant hereto. V. FACTUAL ALLEGATIONS 15. In 1997, plaintiff was the owner of 1,090,196 shares of SCI common stock. 16. SCI and ECI had been a combined company until sometime in 1997 when SCI spun-off its interest in ECI in order to free itself to pursue an acquisition of another company in the funeral home business. After the spin-off, plaintiff purchased 41,500 shares of ECI stock, purchased options to acquire additional ECI stock and was elected to ECI's board of directors. 17. On July 22, 1998, ECI was contracted by SCI to arrange a meeting to discuss strategic considerations and the current and future trends in the funeral home industry, including opportunities resulting from SCI's recent acquisition of American Memorial Life Insurance Company which specialized in final care insurance products. Plaintiff's Original Petition 3

18. The majority of the board of directors and senior management of ECI believed that SCI was an attractive merger prospect for ECI in the summer of 1998. On April 23, 1998, SCI had announced record revenues and earnings, increased margins, and "increased investment returns associated with the larger asset base from cemetery merchandise and endowment care trust funds." 19. On July 23, 1998, SCI announced its second quarter results over the PR NEWSWIRE, reporting record revenues and income, and, importantly, discounting any effect that declining death rates would have on it by touting SCI's international expansion and "fundamentals" in the funeral industry: "Strong North American cemetery results contributed impressively to our quarterly earnings growth, more than offsetting the effect on the funeral segment of lower than expected North American mortality rates. Funeral volumes improved in June after experiencing unusually weak volumes in April and May," said R.L. Waltrip, SCI's Chairman and Chief Executive Officer. Waltrip added, "We continue to be pleased with our progress overseas. Our international expansion continues at a tremendous pace and new opportunities are appearing almost daily." 20. This statement was false and misleading when made because it tended to portray SCI's international growth as being able to "more than offset" any decline in death rates. As subsequently demonstrated below, however, such international expansion was not able to shield SCI from declining death rates, and other negative factors. This press release continued with more misleading statements: Commenting on the results, L. William Heiligbrodt, SCI's President and Chief Operating Officer said, "Fluctuations in mortality rates present operational challenges over certain time periods; however, the fundamentals of the funeral service industry remain strong. Our properties include many of the premier funeral businesses in major metropolitan markets around the world, providing Plaintiff's Original Petition 4

excellent opportunities for growth. Our newly formed financial services group and its acquisition of American

18. The majority of the board of directors and senior management of ECI believed that SCI was an attractive merger prospect for ECI in the summer of 1998. On April 23, 1998, SCI had announced record revenues and earnings, increased margins, and "increased investment returns associated with the larger asset base from cemetery merchandise and endowment care trust funds." 19. On July 23, 1998, SCI announced its second quarter results over the PR NEWSWIRE, reporting record revenues and income, and, importantly, discounting any effect that declining death rates would have on it by touting SCI's international expansion and "fundamentals" in the funeral industry: "Strong North American cemetery results contributed impressively to our quarterly earnings growth, more than offsetting the effect on the funeral segment of lower than expected North American mortality rates. Funeral volumes improved in June after experiencing unusually weak volumes in April and May," said R.L. Waltrip, SCI's Chairman and Chief Executive Officer. Waltrip added, "We continue to be pleased with our progress overseas. Our international expansion continues at a tremendous pace and new opportunities are appearing almost daily." 20. This statement was false and misleading when made because it tended to portray SCI's international growth as being able to "more than offset" any decline in death rates. As subsequently demonstrated below, however, such international expansion was not able to shield SCI from declining death rates, and other negative factors. This press release continued with more misleading statements: Commenting on the results, L. William Heiligbrodt, SCI's President and Chief Operating Officer said, "Fluctuations in mortality rates present operational challenges over certain time periods; however, the fundamentals of the funeral service industry remain strong. Our properties include many of the premier funeral businesses in major metropolitan markets around the world, providing Plaintiff's Original Petition 4

excellent opportunities for growth. Our newly formed financial services group and its acquisition of American Memorial Life Insurance Company will increase our prearranged funeral marketing efforts, providing for future funeral volume to maintain our consistent performance." 21. The statement was also false and misleading because it portrayed SCI as being insulated from problems associated with declining death rates. This, however, was not the case as SCI would be forced to later disclose. 22. On July 27, 1998, representatives of ECI and SCI met and discussed, on a conceptual basis, the merits of a possible combination of these companies. At the meeting, SCI, through its president, Heiligbrodt, expressed strong interest in exploring a strategic combination of SCI and ECI and delivered a letter dated July 27, 1998, to ECI's Chief Executive Officer, James P. Hunter, III ("Hunter"). The letter, signed by defendant Waltrip, indicated that SCI believed that it would be mutually beneficial for ECI and SCI to consider a corporate combination and that the economic and market factors of such a combination would, in defendant Waltrip's belief, allow both companies to best serve their stockholders. The letter further requested that the communication be kept confidential and requested an opportunity for defendant Waltrip and other SCI officers to meet with Hunter and ECI's Board of Directors for the purpose of exploring such a combination. 23. Following the July 27, 1998 meeting, ECI formally retained ABN AMRO as its financial advisor. SCI hired J.P. Morgan & Co. ("J.P. Morgan") as its financial advisor. Negotiations for the Merger began in earnest. 24. J.P. Morgan informed ABN AMRO that SCI had a potential interest in making a proposal to combine ECI and SCI by providing ECI stockholders with SCI Common Stock with Plaintiff's Original Petition 5

a value in a range beginning at $26.00 per share, assuming certain synergies could be achieved. ABN AMRO informed J.P. Morgan that ECI was not "for sale" and that ECI was exploring its strategic and financial

excellent opportunities for growth. Our newly formed financial services group and its acquisition of American Memorial Life Insurance Company will increase our prearranged funeral marketing efforts, providing for future funeral volume to maintain our consistent performance." 21. The statement was also false and misleading because it portrayed SCI as being insulated from problems associated with declining death rates. This, however, was not the case as SCI would be forced to later disclose. 22. On July 27, 1998, representatives of ECI and SCI met and discussed, on a conceptual basis, the merits of a possible combination of these companies. At the meeting, SCI, through its president, Heiligbrodt, expressed strong interest in exploring a strategic combination of SCI and ECI and delivered a letter dated July 27, 1998, to ECI's Chief Executive Officer, James P. Hunter, III ("Hunter"). The letter, signed by defendant Waltrip, indicated that SCI believed that it would be mutually beneficial for ECI and SCI to consider a corporate combination and that the economic and market factors of such a combination would, in defendant Waltrip's belief, allow both companies to best serve their stockholders. The letter further requested that the communication be kept confidential and requested an opportunity for defendant Waltrip and other SCI officers to meet with Hunter and ECI's Board of Directors for the purpose of exploring such a combination. 23. Following the July 27, 1998 meeting, ECI formally retained ABN AMRO as its financial advisor. SCI hired J.P. Morgan & Co. ("J.P. Morgan") as its financial advisor. Negotiations for the Merger began in earnest. 24. J.P. Morgan informed ABN AMRO that SCI had a potential interest in making a proposal to combine ECI and SCI by providing ECI stockholders with SCI Common Stock with Plaintiff's Original Petition 5

a value in a range beginning at $26.00 per share, assuming certain synergies could be achieved. ABN AMRO informed J.P. Morgan that ECI was not "for sale" and that ECI was exploring its strategic and financial alternatives, but that ECI would be willing to go to its Board of Directors to seek authorization to entertain a potential proposal. Representatives of ABN AMRO and J.P. Morgan had several conversations regarding possible synergies realizable in a combination and the resulting impact on SCI's level of interest in a combination with ECI. 25. On July 30, 1998, J.P. Morgan informed ABN AMRO that SCI might envision a proposal in the range of $27.00 per share in SCI Common Stock for each share of ECI Common Stock, subject to negotiation of specific economic terms and a definitive agreement. Mr. Hunter informed the Board of Directors of ECI, including plaintiff, of the developments with SCI. Pursuant to these continuing discussions, the Board of Directors authorized Mr. Hunter to enter into bilateral confidentiality agreements with SCI to facilitate ECI's review of alternatives. During the period from July 30, 1998 to August 2, 1998, SCI's legal representatives provided a proposed form of Merger Agreement for ECI's consideration. In response, ECI's legal advisors provided general comments on the draft form of Merger Agreement with the objective of further understanding the terms SCI might contemplate in a transaction, and commenced a due diligence investigation of SCI. 26. On August 4 and 5, 1998, ABN AMRO and ECI's legal advisors held several discussions with SCI, its financial and legal advisors to negotiate the financial and legal terms of a possible combination for consideration by their respective Boards of Directors. Among the issues for discussion was the impact of the recent drop in the sale price of SCI Common Stock on Plaintiff's Original Petition 6

August 4, a date when the Dow Jones Industrial Average dropped over 290 points. These discussions resulted in a proposal that ECI stockholders would receive SCI Common Stock valued at $27.00 per share, based upon an exchange ratio of the average selling price of SCI Common Stock for the ten trading days ending three trading days prior to the effective time of the Merger, provided that such price would be no more than $41.50 per share (resulting in a minimum ratio of 0.65060) and no less than $34.00 per share (resulting in a maximum ratio of

a value in a range beginning at $26.00 per share, assuming certain synergies could be achieved. ABN AMRO informed J.P. Morgan that ECI was not "for sale" and that ECI was exploring its strategic and financial alternatives, but that ECI would be willing to go to its Board of Directors to seek authorization to entertain a potential proposal. Representatives of ABN AMRO and J.P. Morgan had several conversations regarding possible synergies realizable in a combination and the resulting impact on SCI's level of interest in a combination with ECI. 25. On July 30, 1998, J.P. Morgan informed ABN AMRO that SCI might envision a proposal in the range of $27.00 per share in SCI Common Stock for each share of ECI Common Stock, subject to negotiation of specific economic terms and a definitive agreement. Mr. Hunter informed the Board of Directors of ECI, including plaintiff, of the developments with SCI. Pursuant to these continuing discussions, the Board of Directors authorized Mr. Hunter to enter into bilateral confidentiality agreements with SCI to facilitate ECI's review of alternatives. During the period from July 30, 1998 to August 2, 1998, SCI's legal representatives provided a proposed form of Merger Agreement for ECI's consideration. In response, ECI's legal advisors provided general comments on the draft form of Merger Agreement with the objective of further understanding the terms SCI might contemplate in a transaction, and commenced a due diligence investigation of SCI. 26. On August 4 and 5, 1998, ABN AMRO and ECI's legal advisors held several discussions with SCI, its financial and legal advisors to negotiate the financial and legal terms of a possible combination for consideration by their respective Boards of Directors. Among the issues for discussion was the impact of the recent drop in the sale price of SCI Common Stock on Plaintiff's Original Petition 6

August 4, a date when the Dow Jones Industrial Average dropped over 290 points. These discussions resulted in a proposal that ECI stockholders would receive SCI Common Stock valued at $27.00 per share, based upon an exchange ratio of the average selling price of SCI Common Stock for the ten trading days ending three trading days prior to the effective time of the Merger, provided that such price would be no more than $41.50 per share (resulting in a minimum ratio of 0.65060) and no less than $34.00 per share (resulting in a maximum ratio of 0.79412 per share). 27. ECI's Board of Directors met during the afternoon on August 5, 1998 to consider the status of discussions regarding the proposed transaction. ABN AMRO updated ECI's Board of Directors on the financial aspects of the proposed transaction. The Board of Directors also discussed the terms and conditions of the proposed Merger Agreement, the status of the due diligence review of, and negotiations with, SCI, reviewed the fiduciary duties of the Board of Directors in connection with the proposed business combination and other matters. Following these discussions and based on the information provided by defendants, ECI's Board of Directors authorized its legal and financial advisors to continue to pursue the proposed transaction with SCI. 28. Due to the pending Merger negotiations, plaintiff was instructed by counsel for ECI that he could not buy or sell any of his stock or options in ECI or SCI. This prohibition continued through the executory period of the resultant Merger Agreement which did not end until the closing of the Merger on January 19, 1999. Plaintiff scrupulously complied with these instructions and did not sell any of his stock or options. Plaintiff's Original Petition 7

29. In the early morning of August 6, 1998, ECI's Board of Directors met to consider the proposed transaction with SCI and the proposed Merger Agreement. At the meeting, ECI's financial and legal advisors discussed the proposed SCI transaction and made presentations to ECI's Board of Directors regarding the proposed transaction. ECI's legal advisors presented the proposed Merger Agreement and summarized its terms and related documents. 30. ABN AMRO reviewed with ECI's Board of Directors various financial and other information relating to the transaction and delivered its opinion that, as of August 6, 1998, the exchange ratio contemplated in connection

August 4, a date when the Dow Jones Industrial Average dropped over 290 points. These discussions resulted in a proposal that ECI stockholders would receive SCI Common Stock valued at $27.00 per share, based upon an exchange ratio of the average selling price of SCI Common Stock for the ten trading days ending three trading days prior to the effective time of the Merger, provided that such price would be no more than $41.50 per share (resulting in a minimum ratio of 0.65060) and no less than $34.00 per share (resulting in a maximum ratio of 0.79412 per share). 27. ECI's Board of Directors met during the afternoon on August 5, 1998 to consider the status of discussions regarding the proposed transaction. ABN AMRO updated ECI's Board of Directors on the financial aspects of the proposed transaction. The Board of Directors also discussed the terms and conditions of the proposed Merger Agreement, the status of the due diligence review of, and negotiations with, SCI, reviewed the fiduciary duties of the Board of Directors in connection with the proposed business combination and other matters. Following these discussions and based on the information provided by defendants, ECI's Board of Directors authorized its legal and financial advisors to continue to pursue the proposed transaction with SCI. 28. Due to the pending Merger negotiations, plaintiff was instructed by counsel for ECI that he could not buy or sell any of his stock or options in ECI or SCI. This prohibition continued through the executory period of the resultant Merger Agreement which did not end until the closing of the Merger on January 19, 1999. Plaintiff scrupulously complied with these instructions and did not sell any of his stock or options. Plaintiff's Original Petition 7

29. In the early morning of August 6, 1998, ECI's Board of Directors met to consider the proposed transaction with SCI and the proposed Merger Agreement. At the meeting, ECI's financial and legal advisors discussed the proposed SCI transaction and made presentations to ECI's Board of Directors regarding the proposed transaction. ECI's legal advisors presented the proposed Merger Agreement and summarized its terms and related documents. 30. ABN AMRO reviewed with ECI's Board of Directors various financial and other information relating to the transaction and delivered its opinion that, as of August 6, 1998, the exchange ratio contemplated in connection with the Merger was fair to ECI's stockholders from a financial point of view. 31. Thereafter, ECI's Board of Directors unanimously authorized and approved the Merger Agreement with two abstentions, including the plaintiff. The Merger Agreement was executed on August 6, 1998 and publicly announced by each of ECI and SCI prior to the opening of the stock markets. 32. In the Merger Agreement, SCI represented that at the closing date of the Merger, there had been no development that could reasonably be anticipated to be adverse to SCI's business or financial condition (Sections 4.7 and 10.10(g)), and promised that SCI would promptly notify ECI if it learned of any such development (Section 7.9). ECI had the right to terminate the Merger Agreement in the event of any such development (Section 8.2(a) and 9.1(a)(i)). Plaintiff relied on SCI's representations and promises, and understood that SCI had a duty to disclose any such adverse development to ECI, and its board of directors, including plaintiff. Plaintiff's Original Petition 8

33. The October 5, 1998 issue of BUSINESS WEEK reported that low mortality rates were having a significant impact on the funeral home industry, and SCI in particular. But defendant Heiligbrodt downplayed these concerns by portraying SCI's insurance division as being an adequate hedge against any such declining death rates: But now, demographers see growing evidence that medical advances and healthier lifestyles are letting more of us defer the day of reckoning. In a dramatic change from past projections, age-adjusted deaths in the U.S. fell 3% last year on top of smaller declines the prior two years, according to the Centers for Disease Control & Prevention. Experts say the key causes are advances in HIV treatment, post-surgery heart care, and new strides in low birth weight infant survival -- and that the trend should continue. "The decrease in the death rate is based

29. In the early morning of August 6, 1998, ECI's Board of Directors met to consider the proposed transaction with SCI and the proposed Merger Agreement. At the meeting, ECI's financial and legal advisors discussed the proposed SCI transaction and made presentations to ECI's Board of Directors regarding the proposed transaction. ECI's legal advisors presented the proposed Merger Agreement and summarized its terms and related documents. 30. ABN AMRO reviewed with ECI's Board of Directors various financial and other information relating to the transaction and delivered its opinion that, as of August 6, 1998, the exchange ratio contemplated in connection with the Merger was fair to ECI's stockholders from a financial point of view. 31. Thereafter, ECI's Board of Directors unanimously authorized and approved the Merger Agreement with two abstentions, including the plaintiff. The Merger Agreement was executed on August 6, 1998 and publicly announced by each of ECI and SCI prior to the opening of the stock markets. 32. In the Merger Agreement, SCI represented that at the closing date of the Merger, there had been no development that could reasonably be anticipated to be adverse to SCI's business or financial condition (Sections 4.7 and 10.10(g)), and promised that SCI would promptly notify ECI if it learned of any such development (Section 7.9). ECI had the right to terminate the Merger Agreement in the event of any such development (Section 8.2(a) and 9.1(a)(i)). Plaintiff relied on SCI's representations and promises, and understood that SCI had a duty to disclose any such adverse development to ECI, and its board of directors, including plaintiff. Plaintiff's Original Petition 8

33. The October 5, 1998 issue of BUSINESS WEEK reported that low mortality rates were having a significant impact on the funeral home industry, and SCI in particular. But defendant Heiligbrodt downplayed these concerns by portraying SCI's insurance division as being an adequate hedge against any such declining death rates: But now, demographers see growing evidence that medical advances and healthier lifestyles are letting more of us defer the day of reckoning. In a dramatic change from past projections, age-adjusted deaths in the U.S. fell 3% last year on top of smaller declines the prior two years, according to the Centers for Disease Control & Prevention. Experts say the key causes are advances in HIV treatment, post-surgery heart care, and new strides in low birth weight infant survival -- and that the trend should continue. "The decrease in the death rate is based on solid progress that shouldn't reverse," insists Dr. Charles G. Hertz, chief medical director of Metropolitan Life Insurance Co. and editor of the demographic and healthcare journal Statistical Bulletin. That news, while encouraging for most of us, is forcing SCI to alter its growth strategy. After a torrid pace of funeral home acquisitions -- SCI has bought more than 1,800 homes since 1995 -- the chain is downshifting its dealmaking and cranking up sales of "pre-need," or prearranged, funerals to boost revenues. It recently created a finance division as part of a plan to profit from selling life insurance policies tied to funeral costs. Even with the market slowdown, "we can expand future revenues by expanding pre-need [sales]," insists SCI President L. William Heiligbrodt. 34. This statement was false and misleading when made because it tended to portray SCI as not being subject to diminished financial returns from declining death rates because the insurance group (selling "pre-need" funerals) could offset any revenue deficiencies from declining death rates. But defendant Heiligbrodt was aware, as SCI would later be forced to admit once its merger had been consummated, that this was untrue. 35. On October 6, 1998, Raymond James & Associates issued an analyst report rating SCI a "Buy" based upon statements by SCI management that long term growth in Earnings Per Share ("EPS") of 15%-22% was possible, based in large part upon "internal growth of existing Plaintiff's Original Petition 9

businesses." But these statements to analysts made by SCI were false and misleading because defendants were aware that market forces, including declining death rates, were actually causing financial results to deteriorate, not increase as SCI maintained.

33. The October 5, 1998 issue of BUSINESS WEEK reported that low mortality rates were having a significant impact on the funeral home industry, and SCI in particular. But defendant Heiligbrodt downplayed these concerns by portraying SCI's insurance division as being an adequate hedge against any such declining death rates: But now, demographers see growing evidence that medical advances and healthier lifestyles are letting more of us defer the day of reckoning. In a dramatic change from past projections, age-adjusted deaths in the U.S. fell 3% last year on top of smaller declines the prior two years, according to the Centers for Disease Control & Prevention. Experts say the key causes are advances in HIV treatment, post-surgery heart care, and new strides in low birth weight infant survival -- and that the trend should continue. "The decrease in the death rate is based on solid progress that shouldn't reverse," insists Dr. Charles G. Hertz, chief medical director of Metropolitan Life Insurance Co. and editor of the demographic and healthcare journal Statistical Bulletin. That news, while encouraging for most of us, is forcing SCI to alter its growth strategy. After a torrid pace of funeral home acquisitions -- SCI has bought more than 1,800 homes since 1995 -- the chain is downshifting its dealmaking and cranking up sales of "pre-need," or prearranged, funerals to boost revenues. It recently created a finance division as part of a plan to profit from selling life insurance policies tied to funeral costs. Even with the market slowdown, "we can expand future revenues by expanding pre-need [sales]," insists SCI President L. William Heiligbrodt. 34. This statement was false and misleading when made because it tended to portray SCI as not being subject to diminished financial returns from declining death rates because the insurance group (selling "pre-need" funerals) could offset any revenue deficiencies from declining death rates. But defendant Heiligbrodt was aware, as SCI would later be forced to admit once its merger had been consummated, that this was untrue. 35. On October 6, 1998, Raymond James & Associates issued an analyst report rating SCI a "Buy" based upon statements by SCI management that long term growth in Earnings Per Share ("EPS") of 15%-22% was possible, based in large part upon "internal growth of existing Plaintiff's Original Petition 9

businesses." But these statements to analysts made by SCI were false and misleading because defendants were aware that market forces, including declining death rates, were actually causing financial results to deteriorate, not increase as SCI maintained. 36. On October 12, 1998, ABN AMRO, Inc., issued an analyst opinion describing an October 2, 1998 presentation made by SCI for selected market analysts. Based on this presentation, the ABN AMRO analyst concluded, among other things, that "international opportunities continue to abound." 37. On October 22, 1998, SCI announced financial results over the PR NEWSWIRE for the quarter ended September 30, 1998. SCI reported that both revenues and net income had increased dramatically as follows: Three Months Ended September 30, 1998 (Compared to same period 1997) o Revenues $712 million up 18.6% from $601.0 million o Net Income $83.2 million up 14.4% from $72.7 million o Diluted EPS $0.32 up 14.3% from $0.28 38. Defendant Waltrip commented favorably on these results, stating: I am pleased to report another quarter of increased profitability for SCI despite the widely publicized reduced number of deaths reported by our industry. 39. This statement was false and misleading in that it downplayed the effect that declining death rates were having on SCI. The misrepresentations continued with statements from defendant Heiligbrodt: Plaintiff's Original Petition 10

businesses." But these statements to analysts made by SCI were false and misleading because defendants were aware that market forces, including declining death rates, were actually causing financial results to deteriorate, not increase as SCI maintained. 36. On October 12, 1998, ABN AMRO, Inc., issued an analyst opinion describing an October 2, 1998 presentation made by SCI for selected market analysts. Based on this presentation, the ABN AMRO analyst concluded, among other things, that "international opportunities continue to abound." 37. On October 22, 1998, SCI announced financial results over the PR NEWSWIRE for the quarter ended September 30, 1998. SCI reported that both revenues and net income had increased dramatically as follows: Three Months Ended September 30, 1998 (Compared to same period 1997) o Revenues $712 million up 18.6% from $601.0 million o Net Income $83.2 million up 14.4% from $72.7 million o Diluted EPS $0.32 up 14.3% from $0.28 38. Defendant Waltrip commented favorably on these results, stating: I am pleased to report another quarter of increased profitability for SCI despite the widely publicized reduced number of deaths reported by our industry. 39. This statement was false and misleading in that it downplayed the effect that declining death rates were having on SCI. The misrepresentations continued with statements from defendant Heiligbrodt: Plaintiff's Original Petition 10

Since 1990, SCI's North American market share has nearly doubled to approximately 11% today, mainly through acquisitions, new construction and prearranged funerals. SCI's market share is expected to increase as we accelerate the sales of prearranged funerals. We plan to double the annual sales of prearranged funerals within five years. 40. This statement was false and misleading in that it tended to portray the sales of "pre-arranged" funerals as shielding SCI from potential problems associated with the declining death rate. 41. With SCI's announcement of outstanding financial results and outstanding prospects due to its international strategies and "pre-need" sales, the merger continued. 42. In December, 1998, the Merger Agreement was amended to lower the exchange ratio for the Merger, reflecting the rising price of SCI stock. On December 12, 1998, SCI amended the Prospectus to disclose the lower exchange ratio. In accordance with the renegotiated exchange ratio, plaintiff would receive 0.71053 shares of SCI stock for each of his shares of ECI stock, and exchange his ECI stock options for SCI stock options on the same exchange ratio. 43. On December 15, 1998, SCI and ECI jointly announced revisions to the terms of the merger agreement over the PR NEWSWIRE: Pursuant to and subject to the terms of the Merger Agreement, as amended, each of the issued and outstanding shares of ECI Common Stock will be converted in the merger into the right to receive the number of shares of SCI Common Stock determined by dividing $27.00 by the average SCI Stock Price (as defined below). 44. Thus, according to the terms of the Merger Agreement, SCI had every incentive to keep its share price artificially high to give itself a more favorable exchange ratio.

Since 1990, SCI's North American market share has nearly doubled to approximately 11% today, mainly through acquisitions, new construction and prearranged funerals. SCI's market share is expected to increase as we accelerate the sales of prearranged funerals. We plan to double the annual sales of prearranged funerals within five years. 40. This statement was false and misleading in that it tended to portray the sales of "pre-arranged" funerals as shielding SCI from potential problems associated with the declining death rate. 41. With SCI's announcement of outstanding financial results and outstanding prospects due to its international strategies and "pre-need" sales, the merger continued. 42. In December, 1998, the Merger Agreement was amended to lower the exchange ratio for the Merger, reflecting the rising price of SCI stock. On December 12, 1998, SCI amended the Prospectus to disclose the lower exchange ratio. In accordance with the renegotiated exchange ratio, plaintiff would receive 0.71053 shares of SCI stock for each of his shares of ECI stock, and exchange his ECI stock options for SCI stock options on the same exchange ratio. 43. On December 15, 1998, SCI and ECI jointly announced revisions to the terms of the merger agreement over the PR NEWSWIRE: Pursuant to and subject to the terms of the Merger Agreement, as amended, each of the issued and outstanding shares of ECI Common Stock will be converted in the merger into the right to receive the number of shares of SCI Common Stock determined by dividing $27.00 by the average SCI Stock Price (as defined below). 44. Thus, according to the terms of the Merger Agreement, SCI had every incentive to keep its share price artificially high to give itself a more favorable exchange ratio. Plaintiff's Original Petition 11

45. On December 17, 1998, ECI announced over the BUSINESS WIRE that it had rescheduled the date of its special meeting of shareholders to December 31, 1998. 46. On December 31, 1998, SCI and ECI announced over the PR NEWSWIRE that the stockholders of ECI approved the merger. 47. On January 15, 1999, the ASSOCIATED PRESS reported that the Federal Trade Commission had approved of a consent agreement which allowed SCI to complete its merger of ECI. 48. On January 19, 1999, SCI and ECI jointly announced the completion of the merger over the PR NEWSWIRE: Service Corporation International (NYSE:SRV) ("SCI") and Equity Corporation International (NYSE:EQU) ("ECI") jointly announced today the consummation of the previously announced merger between ECI and a wholly owned subsidiary of SCI (the "Merger"). As determined in accordance with the merger agreement, the stockholders of ECI will receive 0.71053 of a share of SCI common stock for each share of ECI common stock. 49. Thus, the merger was consummated with ECI shareholders, including plaintiff, receiving approximately .71 shares of SCI stock for each share of ECI they had owned. This ratio was patently unfair because, as SCI was well aware, its shares were artificially inflated because SCI had failed to disclose that the declining death rate, among other factors, had made SCI much less valuable than the market perceived it to be. However, wanting to consummate this merger on more favorable terms, the defendants withheld and failed to disclose this information until one week after the Merger was consummated. 50. Through January 19, 1999, SCI did not disclose to ECI or plaintiff any development that could reasonably be anticipated to be adverse to SCI's business or financial

45. On December 17, 1998, ECI announced over the BUSINESS WIRE that it had rescheduled the date of its special meeting of shareholders to December 31, 1998. 46. On December 31, 1998, SCI and ECI announced over the PR NEWSWIRE that the stockholders of ECI approved the merger. 47. On January 15, 1999, the ASSOCIATED PRESS reported that the Federal Trade Commission had approved of a consent agreement which allowed SCI to complete its merger of ECI. 48. On January 19, 1999, SCI and ECI jointly announced the completion of the merger over the PR NEWSWIRE: Service Corporation International (NYSE:SRV) ("SCI") and Equity Corporation International (NYSE:EQU) ("ECI") jointly announced today the consummation of the previously announced merger between ECI and a wholly owned subsidiary of SCI (the "Merger"). As determined in accordance with the merger agreement, the stockholders of ECI will receive 0.71053 of a share of SCI common stock for each share of ECI common stock. 49. Thus, the merger was consummated with ECI shareholders, including plaintiff, receiving approximately .71 shares of SCI stock for each share of ECI they had owned. This ratio was patently unfair because, as SCI was well aware, its shares were artificially inflated because SCI had failed to disclose that the declining death rate, among other factors, had made SCI much less valuable than the market perceived it to be. However, wanting to consummate this merger on more favorable terms, the defendants withheld and failed to disclose this information until one week after the Merger was consummated. 50. Through January 19, 1999, SCI did not disclose to ECI or plaintiff any development that could reasonably be anticipated to be adverse to SCI's business or financial Plaintiff's Original Petition 12

condition. Plaintiff reasonably believed that there had been no such adverse development up to and including January 19, 1999, because he knew that SCI was required to disclose any such development to ECI during the merger negotiations and SCI had not done so. 51. On January 26, 1999, with the merger transaction safely completed just one week prior, SCI announced "revised earnings estimates" over the PR NEWSWIRE: Service Corporation International (NYSE: SRV), the world's largest funeral and cemetery company, announced today that it expects diluted earnings per share in the fourth quarter of 1998 to be lower than current analyst estimates. For the three months ended December 31, 1998, SCI anticipates diluted earnings per share in the range of $.22-$.24 as compared to $.036 for the three months ended December 31, 1997. The First Call consensus earnings estimate is $.042 per share. For the year ended December 31, 1998, SCI anticipates diluted earnings per share in the range of $1.30-$1.32 as compared to $1.31 for the year ended December 31, 1997. The First Call consensus earnings estimate for the year is $1.51 per share. 52. SCI continued by enumerating several reasons for this shocking shortfall in earnings for the quarter and year: Several factors have adversely affected results during the fourth quarter and these include: o Reduced mortality rates in SCI's major markets resulting in fewer funerals performed at SCI's locations. o Cemetery revenues below anticipated levels. o Increased operating costs and field overhead expenses associated with necessary investment in newly acquired operations, information technology systems and training programs.

condition. Plaintiff reasonably believed that there had been no such adverse development up to and including January 19, 1999, because he knew that SCI was required to disclose any such development to ECI during the merger negotiations and SCI had not done so. 51. On January 26, 1999, with the merger transaction safely completed just one week prior, SCI announced "revised earnings estimates" over the PR NEWSWIRE: Service Corporation International (NYSE: SRV), the world's largest funeral and cemetery company, announced today that it expects diluted earnings per share in the fourth quarter of 1998 to be lower than current analyst estimates. For the three months ended December 31, 1998, SCI anticipates diluted earnings per share in the range of $.22-$.24 as compared to $.036 for the three months ended December 31, 1997. The First Call consensus earnings estimate is $.042 per share. For the year ended December 31, 1998, SCI anticipates diluted earnings per share in the range of $1.30-$1.32 as compared to $1.31 for the year ended December 31, 1997. The First Call consensus earnings estimate for the year is $1.51 per share. 52. SCI continued by enumerating several reasons for this shocking shortfall in earnings for the quarter and year: Several factors have adversely affected results during the fourth quarter and these include: o Reduced mortality rates in SCI's major markets resulting in fewer funerals performed at SCI's locations. o Cemetery revenues below anticipated levels. o Increased operating costs and field overhead expenses associated with necessary investment in newly acquired operations, information technology systems and training programs. o Fewer acquisitions during the quarter than were previously expected due to higher than anticipated acquisition pricing. o Disappointing results from selected foreign operations. Plaintiff's Original Petition 13

53. Thus, SCI was finally forced to disclose that the declining death rate was taking a major toll on SCI, and that, despite earlier claims to the contrary, foreign operations and sales of "pre-need" funerals could not hedge SCI from this business problem. 54. SCI's failure to meet its earnings estimates was material information to plaintiff. If plaintiff had known that SCI anticipated missing or had missed its earnings estimates before the Merger closed on January 19, 1999, plaintiff would have acted to cause ECI to terminate the Merger Agreement. SCI's failure to meet its earnings estimates was a development that could reasonably be anticipated to be adverse to SCI's business or financial condition and SCI did in fact anticipate that it would be adverse to SCI's business and financial condition. SCI knew that the earnings information would come as a tremendous shock to the investment community and would cause an immediate and drastic drop in the price of SCI's shares. 55. One week after the merger was safely approved and consummated, the truth concerning SCI's financial condition became or began to become known when SCI publicly announced for the first time that its current financial results and future business prospects were much worse than SCI had led the market to believe. The revelation of the truth concerning SCI's business and finances caused SCI's stock price to drop from $34-7/16 per share to $19-1/8 per share on January 26, 1999 -- a one-day loss of $15.32 per share -- or approximately 44% of the value of SCI's per share price and a $3.5 billion decrease in its market capitalization. The stock price of SCI has continued to decline since January, 1999 reaching a price as low as $2.125 per share on August 30, 2000. Plaintiff's Original Petition 14

53. Thus, SCI was finally forced to disclose that the declining death rate was taking a major toll on SCI, and that, despite earlier claims to the contrary, foreign operations and sales of "pre-need" funerals could not hedge SCI from this business problem. 54. SCI's failure to meet its earnings estimates was material information to plaintiff. If plaintiff had known that SCI anticipated missing or had missed its earnings estimates before the Merger closed on January 19, 1999, plaintiff would have acted to cause ECI to terminate the Merger Agreement. SCI's failure to meet its earnings estimates was a development that could reasonably be anticipated to be adverse to SCI's business or financial condition and SCI did in fact anticipate that it would be adverse to SCI's business and financial condition. SCI knew that the earnings information would come as a tremendous shock to the investment community and would cause an immediate and drastic drop in the price of SCI's shares. 55. One week after the merger was safely approved and consummated, the truth concerning SCI's financial condition became or began to become known when SCI publicly announced for the first time that its current financial results and future business prospects were much worse than SCI had led the market to believe. The revelation of the truth concerning SCI's business and finances caused SCI's stock price to drop from $34-7/16 per share to $19-1/8 per share on January 26, 1999 -- a one-day loss of $15.32 per share -- or approximately 44% of the value of SCI's per share price and a $3.5 billion decrease in its market capitalization. The stock price of SCI has continued to decline since January, 1999 reaching a price as low as $2.125 per share on August 30, 2000. Plaintiff's Original Petition 14

56. After SCI publicly announced its failure to meet its earnings estimates on January 26, 1999, SCI's CFO, defendant Champagne, acknowledged to James Hunter, ECI's former President and Chief Executive Officer, that SCI had known before the Merger closed that SCI would substantially miss its earnings estimates. VI. CAUSES OF ACTION COUNT I Texas Securities Act, Art. 581-33 57. Plaintiff repeats and realleges each allegation contained above. 58. Plaintiff brings this Count under the Texas Securities Act., Art. 581-33A, B, and C, against all defendants. 59. SCI offered to buy from plaintiff his ECI shares, and to sell plaintiff SCI shares, by means of an untrue statement of a material fact, and by an omission to state a material fact necessary to make the statements made, in the light of the circumstances under which they were made, not misleading. 60. Defendants, directly and indirectly, by use of means and instrumentalities of interstate commerce and/or the mails, engaged in a plan and course of conduct, pursuant to which each of them knowingly or recklessly engaged in acts, transactions, practices, and courses of business that operated as a fraud and deceit upon plaintiff; made various untrue statements of material fact and omitted to state material facts necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; and employed devices and artifices to defraud in connection with the purchase and sale of securities, which were Plaintiff's Original Petition 15

intended to, and did: (1) deceive the investing public, including plaintiff, regarding, among other things, (a) the actual and expected revenues and profits of SCI and (b) artificially inflated and maintained the market price of SCI securities.

56. After SCI publicly announced its failure to meet its earnings estimates on January 26, 1999, SCI's CFO, defendant Champagne, acknowledged to James Hunter, ECI's former President and Chief Executive Officer, that SCI had known before the Merger closed that SCI would substantially miss its earnings estimates. VI. CAUSES OF ACTION COUNT I Texas Securities Act, Art. 581-33 57. Plaintiff repeats and realleges each allegation contained above. 58. Plaintiff brings this Count under the Texas Securities Act., Art. 581-33A, B, and C, against all defendants. 59. SCI offered to buy from plaintiff his ECI shares, and to sell plaintiff SCI shares, by means of an untrue statement of a material fact, and by an omission to state a material fact necessary to make the statements made, in the light of the circumstances under which they were made, not misleading. 60. Defendants, directly and indirectly, by use of means and instrumentalities of interstate commerce and/or the mails, engaged in a plan and course of conduct, pursuant to which each of them knowingly or recklessly engaged in acts, transactions, practices, and courses of business that operated as a fraud and deceit upon plaintiff; made various untrue statements of material fact and omitted to state material facts necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; and employed devices and artifices to defraud in connection with the purchase and sale of securities, which were Plaintiff's Original Petition 15

intended to, and did: (1) deceive the investing public, including plaintiff, regarding, among other things, (a) the actual and expected revenues and profits of SCI and (b) artificially inflated and maintained the market price of SCI securities. 61. Pursuant to the aforesaid plan and course of conduct, defendants participated, directly and indirectly, in the preparation and/or issuance of the statements and documents referred to above. Each of the Individual Defendants participated directly in the wrongs complained of herein and had the power and influence, and exercised the same, to cause SCI to engage in the unlawful conduct complained of herein. The Individual Defendants were able to, and did, directly or indirectly, in whole or material part, control the content of SCI's public financial reports, filings with the SEC, and public statements. Each Individual Defendant was provided, for his approval or otherwise, with copies of SCI's reports, filings, releases, and statements herein alleged to have been materially false and misleading prior to or shortly after their issuance by SCI, and had the ability and opportunity to prevent their issuance or to cause them to be corrected. 62. As an officer and/or director of a publicly held company, each Individual Defendant had a duty to disseminate timely, accurate, truthful, and complete information and a duty to disseminate on behalf of SCI timely, accurate, truthful, and complete financial statements so that the market price of SCI common stock would be based on truthful, accurate and complete information. As hereinafter alleged, each Individual Defendant violated these specific duties and obligations. Plaintiff's Original Petition 16

63. Said statements and documents were materially false and misleading in that, among other things, they misrepresented the actual and expected revenues and profits of SCI, and its financial condition in at least the following respects: (a) Foreign sales were not expanding at a "tremendous pace" as stated by defendant Waltrip on July 23, 1998;

intended to, and did: (1) deceive the investing public, including plaintiff, regarding, among other things, (a) the actual and expected revenues and profits of SCI and (b) artificially inflated and maintained the market price of SCI securities. 61. Pursuant to the aforesaid plan and course of conduct, defendants participated, directly and indirectly, in the preparation and/or issuance of the statements and documents referred to above. Each of the Individual Defendants participated directly in the wrongs complained of herein and had the power and influence, and exercised the same, to cause SCI to engage in the unlawful conduct complained of herein. The Individual Defendants were able to, and did, directly or indirectly, in whole or material part, control the content of SCI's public financial reports, filings with the SEC, and public statements. Each Individual Defendant was provided, for his approval or otherwise, with copies of SCI's reports, filings, releases, and statements herein alleged to have been materially false and misleading prior to or shortly after their issuance by SCI, and had the ability and opportunity to prevent their issuance or to cause them to be corrected. 62. As an officer and/or director of a publicly held company, each Individual Defendant had a duty to disseminate timely, accurate, truthful, and complete information and a duty to disseminate on behalf of SCI timely, accurate, truthful, and complete financial statements so that the market price of SCI common stock would be based on truthful, accurate and complete information. As hereinafter alleged, each Individual Defendant violated these specific duties and obligations. Plaintiff's Original Petition 16

63. Said statements and documents were materially false and misleading in that, among other things, they misrepresented the actual and expected revenues and profits of SCI, and its financial condition in at least the following respects: (a) Foreign sales were not expanding at a "tremendous pace" as stated by defendant Waltrip on July 23, 1998; and (b) Sales of "pre-need" funeral services could not act as an adequate hedge against a declining death rate, despite assurances from defendant Heiligbrodt that such sales would allow SCI to "maintain our consistent performance." At all relevant times, SCI and the Individual Defendants had actual knowledge that the statements and documents complained of herein were materially false and misleading as set forth herein and intended to deceive plaintiff. In the alternative, those defendants acted in reckless disregard for the truth in that they failed or refused to ascertain and disclose such facts as would have revealed the materially false and misleading nature of the statements and documents complained of herein although such facts were readily available to defendants. Said facts and omissions of defendants were committed willfully or with reckless disregard for the truth. In addition, SCI and the Individual Defendants knew or recklessly disregarded that material facts were being misrepresented or omitted as alleged herein. 64. Information showing that the defendants acted knowingly or with reckless disregard for the truth is peculiarly within defendants' knowledge and control. As senior corporate officers of SCI, the Individual Defendant had knowledge of the details of SCI's financial affairs and results. However, the following facts, among others, indicate a strong Plaintiff's Original Petition 17

inference that SCI and the Individual Defendants acted with scienter: (a) SCI and the Individual Defendants had strong incentive to keep SCI's share price as high as possible until the merger with ECI was completed in order to keep the exchange ratio more favorable for SCI; (b) The factors identified and misrepresented by defendants were so central to SCI's core business operations

63. Said statements and documents were materially false and misleading in that, among other things, they misrepresented the actual and expected revenues and profits of SCI, and its financial condition in at least the following respects: (a) Foreign sales were not expanding at a "tremendous pace" as stated by defendant Waltrip on July 23, 1998; and (b) Sales of "pre-need" funeral services could not act as an adequate hedge against a declining death rate, despite assurances from defendant Heiligbrodt that such sales would allow SCI to "maintain our consistent performance." At all relevant times, SCI and the Individual Defendants had actual knowledge that the statements and documents complained of herein were materially false and misleading as set forth herein and intended to deceive plaintiff. In the alternative, those defendants acted in reckless disregard for the truth in that they failed or refused to ascertain and disclose such facts as would have revealed the materially false and misleading nature of the statements and documents complained of herein although such facts were readily available to defendants. Said facts and omissions of defendants were committed willfully or with reckless disregard for the truth. In addition, SCI and the Individual Defendants knew or recklessly disregarded that material facts were being misrepresented or omitted as alleged herein. 64. Information showing that the defendants acted knowingly or with reckless disregard for the truth is peculiarly within defendants' knowledge and control. As senior corporate officers of SCI, the Individual Defendant had knowledge of the details of SCI's financial affairs and results. However, the following facts, among others, indicate a strong Plaintiff's Original Petition 17

inference that SCI and the Individual Defendants acted with scienter: (a) SCI and the Individual Defendants had strong incentive to keep SCI's share price as high as possible until the merger with ECI was completed in order to keep the exchange ratio more favorable for SCI; (b) The factors identified and misrepresented by defendants were so central to SCI's core business operations that the defendants could not have "overlooked" these factors and must have been aware that the representations were untrue. 65. At all relevant times, the misrepresentations and omissions particularized in this Complaint directly or proximately caused or were a substantial contributing cause of the damages sustained by plaintiff. The misstatements and omissions complained of herein had the effect of creating in the market an unrealistically positive assessment of SCI, as well as of its financial condition and ability to continue as a going concern, causing SCI common stock to be over-valued and artificially inflated at all relevant times. Defendants' false portrayal of SCI's operations and prospects, as well as of SCI's financial condition, resulted in SCI common stock having an artificially inflated price measured by the difference between the market prices and the actual value of such common stock, thus causing the damages complained of herein. 66. In addition, at the time SCI common stock was actively traded on the NYSE. As a result, the market for SCI common stock was well developed, and the price at which such common stock was initially offered, as well as the prices at which it traded thereafter, necessarily reflected the material misrepresentations and omissions complained of herein. Plaintiff's Original Petition 18

SCI was the issuer for the SCI shares sold to plaintiff via the Merger. SCI disseminated a prospectus for the Merger exchange shares. The prospectus contained an untrue statement of material fact, and omissions of material fact necessary in order to make the statements made, in light of the circumstances under which they are

inference that SCI and the Individual Defendants acted with scienter: (a) SCI and the Individual Defendants had strong incentive to keep SCI's share price as high as possible until the merger with ECI was completed in order to keep the exchange ratio more favorable for SCI; (b) The factors identified and misrepresented by defendants were so central to SCI's core business operations that the defendants could not have "overlooked" these factors and must have been aware that the representations were untrue. 65. At all relevant times, the misrepresentations and omissions particularized in this Complaint directly or proximately caused or were a substantial contributing cause of the damages sustained by plaintiff. The misstatements and omissions complained of herein had the effect of creating in the market an unrealistically positive assessment of SCI, as well as of its financial condition and ability to continue as a going concern, causing SCI common stock to be over-valued and artificially inflated at all relevant times. Defendants' false portrayal of SCI's operations and prospects, as well as of SCI's financial condition, resulted in SCI common stock having an artificially inflated price measured by the difference between the market prices and the actual value of such common stock, thus causing the damages complained of herein. 66. In addition, at the time SCI common stock was actively traded on the NYSE. As a result, the market for SCI common stock was well developed, and the price at which such common stock was initially offered, as well as the prices at which it traded thereafter, necessarily reflected the material misrepresentations and omissions complained of herein. Plaintiff's Original Petition 18

SCI was the issuer for the SCI shares sold to plaintiff via the Merger. SCI disseminated a prospectus for the Merger exchange shares. The prospectus contained an untrue statement of material fact, and omissions of material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. 67. Plaintiff had no knowledge of the misrepresentations or omissions at the time of the Merger when he sold his ECI shares in return for SCI shares. 68. Each of the defendants had knowledge of the misrepresentations and omissions or in the exercise of reasonable care would have known of the untruths or omissions. 69. Each of the Individual Defendants was a control person of SCI for purposes of Art. 581-33F and so is liable jointly and severally with SCI for SCI's violations of Art. 581-33A, B and C. 70. Pricewaterhouse materially aided SCI, for purposes of Art. 581-33F, in violating Art. 581,33A, B and C. Pricewaterhouse acted directly or indirectly with the intent to deceive plaintiff or acted with reckless disregard for the truth or for the law. Accordingly, Pricewaterhouse is liable jointly and severally with SCI for SCI's violations of Art. 581-33A, B and C. 71. Pursuant to Art. 581-33D, plaintiff hereby tenders his SCI shares and options and seeks recovery of the value of the ECI shares and options he surrendered upon the Merger, which were worth several million dollars, with any offsets as provided under the statute. 72. Plaintiff also seeks costs and reasonable attorneys' fees. Plaintiff's Original Petition 19

COUNT II

SCI was the issuer for the SCI shares sold to plaintiff via the Merger. SCI disseminated a prospectus for the Merger exchange shares. The prospectus contained an untrue statement of material fact, and omissions of material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. 67. Plaintiff had no knowledge of the misrepresentations or omissions at the time of the Merger when he sold his ECI shares in return for SCI shares. 68. Each of the defendants had knowledge of the misrepresentations and omissions or in the exercise of reasonable care would have known of the untruths or omissions. 69. Each of the Individual Defendants was a control person of SCI for purposes of Art. 581-33F and so is liable jointly and severally with SCI for SCI's violations of Art. 581-33A, B and C. 70. Pricewaterhouse materially aided SCI, for purposes of Art. 581-33F, in violating Art. 581,33A, B and C. Pricewaterhouse acted directly or indirectly with the intent to deceive plaintiff or acted with reckless disregard for the truth or for the law. Accordingly, Pricewaterhouse is liable jointly and severally with SCI for SCI's violations of Art. 581-33A, B and C. 71. Pursuant to Art. 581-33D, plaintiff hereby tenders his SCI shares and options and seeks recovery of the value of the ECI shares and options he surrendered upon the Merger, which were worth several million dollars, with any offsets as provided under the statute. 72. Plaintiff also seeks costs and reasonable attorneys' fees. Plaintiff's Original Petition 19

COUNT II TEXAS BUSINESS AND COMMERCE CODE SECTION 27.01 73. Plaintiff repeats and realleges each allegation contained above. 74. Plaintiff brings this Count for fraud in a transaction involving stock in a corporation under Tex. Bus. & Comm. Code Section 27.01 against all defendants. 75. SCI and the Individual Defendants misrepresented that there had been no development that could reasonably be anticipated to be adverse to SCI's business or financial condition through the date the Merger was consummated. 76. SCI and the Individual Defendants made the material misrepresentations with the intent to induce plaintiff to refrain from terminating the Merger Agreement and to cause ECI to consummate the Merger after shareholder approval and also to cause plaintiff to be unable to sell any of his shares or options while the merger was pending. 77. Plaintiff relied on the material misrepresentations. 78. Plaintiff had no knowledge of the falsity of SCI's material misrepresentations. 79. As persons who made material false representations to plaintiff in violation of Section 27.01(a), SCI and the Individual Defendants are liable to plaintiff for actual damages under Section 27.01(b). Plaintiff's actual damages exceed $500,000, and include his loss of the value of his ECI stock and options. 80. Because SCI and the Individual Defendants had knowledge of the falsity of their material misrepresentations, they are liable to plaintiff for exemplary damages under Section 27.01(c). Plaintiff's Original Petition 20

COUNT II TEXAS BUSINESS AND COMMERCE CODE SECTION 27.01 73. Plaintiff repeats and realleges each allegation contained above. 74. Plaintiff brings this Count for fraud in a transaction involving stock in a corporation under Tex. Bus. & Comm. Code Section 27.01 against all defendants. 75. SCI and the Individual Defendants misrepresented that there had been no development that could reasonably be anticipated to be adverse to SCI's business or financial condition through the date the Merger was consummated. 76. SCI and the Individual Defendants made the material misrepresentations with the intent to induce plaintiff to refrain from terminating the Merger Agreement and to cause ECI to consummate the Merger after shareholder approval and also to cause plaintiff to be unable to sell any of his shares or options while the merger was pending. 77. Plaintiff relied on the material misrepresentations. 78. Plaintiff had no knowledge of the falsity of SCI's material misrepresentations. 79. As persons who made material false representations to plaintiff in violation of Section 27.01(a), SCI and the Individual Defendants are liable to plaintiff for actual damages under Section 27.01(b). Plaintiff's actual damages exceed $500,000, and include his loss of the value of his ECI stock and options. 80. Because SCI and the Individual Defendants had knowledge of the falsity of their material misrepresentations, they are liable to plaintiff for exemplary damages under Section 27.01(c). Plaintiff's Original Petition 20

81. Pricewaterhouse had knowledge of the falsity of SCI's and the Individual Defendant's material misrepresentations, but failed to disclose same to ECI and plaintiff. Pricewaterhouse benefited from the fraud in that it retained SCI's audit business. Accordingly, Pricewaterhouse is liable to plaintiff for actual and exemplary damages under Section 27.01(d). 82. All the defendants are liable to plaintiff under Section 27.01(e) for reasonable and necessary attorney's fees, expert witness fees, costs for copies of depositions and costs of court. COUNT III COMMON LAW FRAUD 83. Plaintiff repeats and realleges each allegation contained above. 84. Plaintiff alleges this Count against SCI and the Individual Defendants. 85. SCI and the Individual Defendants made the material misrepresentations described above. In addition, SCI and the Individual Defendant had a duty to disclose the information concerning SCI's poor results, but failed to do so. As soon as SCI learned of the possibility that it would miss its earnings target, SCI had a duty to inform the plaintiff, and the failure to do so constituted a material omission and a continuing misrepresentation that it had not suffered any adverse development. 86. SCI and the Individual Defendants knew that the misrepresentations were false when made or made such material misrepresentations recklessly and without any knowledge of their truth, and knew that the omissions failed to correct prior representations that were false.

81. Pricewaterhouse had knowledge of the falsity of SCI's and the Individual Defendant's material misrepresentations, but failed to disclose same to ECI and plaintiff. Pricewaterhouse benefited from the fraud in that it retained SCI's audit business. Accordingly, Pricewaterhouse is liable to plaintiff for actual and exemplary damages under Section 27.01(d). 82. All the defendants are liable to plaintiff under Section 27.01(e) for reasonable and necessary attorney's fees, expert witness fees, costs for copies of depositions and costs of court. COUNT III COMMON LAW FRAUD 83. Plaintiff repeats and realleges each allegation contained above. 84. Plaintiff alleges this Count against SCI and the Individual Defendants. 85. SCI and the Individual Defendants made the material misrepresentations described above. In addition, SCI and the Individual Defendant had a duty to disclose the information concerning SCI's poor results, but failed to do so. As soon as SCI learned of the possibility that it would miss its earnings target, SCI had a duty to inform the plaintiff, and the failure to do so constituted a material omission and a continuing misrepresentation that it had not suffered any adverse development. 86. SCI and the Individual Defendants knew that the misrepresentations were false when made or made such material misrepresentations recklessly and without any knowledge of their truth, and knew that the omissions failed to correct prior representations that were false. 87. SCI and the Individual Defendants intended that plaintiff rely on the material misrepresentations. Plaintiff's Original Petition 21

88. Plaintiff did rely on SCI's and the Individual Defendants' material misrepresentations. 89. As a result of the defendants' fraud, plaintiff suffered injury. Plaintiff's actual damages exceed $500,000, and include his loss on the value of his ECI stock and options. The defendants are liable to plaintiff for actual damages. 90. Defendants willfully and intentionally defrauded plaintiff and so are liable to him for exemplary damages. COUNT IV NEGLIGENT MISREPRESENTATION 91. Plaintiff repeats and realleges each allegation contained above. 92. Plaintiff brings this Count against SCI and the Individual Defendants. 93. SCI and the Individual Defendant provided false information to plaintiff in the course of their business or in a transaction in which they had a pecuniary interest. 94. SCI and the Individual Defendants provided the false information for the guidance of plaintiff in plaintiff's business. 95. SCI and the Individual Defendants did not exercise reasonable care or competence in obtaining or communicating the information to plaintiff. 96. As a result of SCI's and the Individual Defendants' negligent misrepresentations, plaintiff suffered damages.

88. Plaintiff did rely on SCI's and the Individual Defendants' material misrepresentations. 89. As a result of the defendants' fraud, plaintiff suffered injury. Plaintiff's actual damages exceed $500,000, and include his loss on the value of his ECI stock and options. The defendants are liable to plaintiff for actual damages. 90. Defendants willfully and intentionally defrauded plaintiff and so are liable to him for exemplary damages. COUNT IV NEGLIGENT MISREPRESENTATION 91. Plaintiff repeats and realleges each allegation contained above. 92. Plaintiff brings this Count against SCI and the Individual Defendants. 93. SCI and the Individual Defendant provided false information to plaintiff in the course of their business or in a transaction in which they had a pecuniary interest. 94. SCI and the Individual Defendants provided the false information for the guidance of plaintiff in plaintiff's business. 95. SCI and the Individual Defendants did not exercise reasonable care or competence in obtaining or communicating the information to plaintiff. 96. As a result of SCI's and the Individual Defendants' negligent misrepresentations, plaintiff suffered damages. Plaintiff's actual damages exceed $500,000 and include his loss on the value of his ECI stock and options. Plaintiff's Original Petition 22

COUNT V CONSPIRACY 97. Plaintiff repeats and realleges each allegation contained above. 98. SCI and Pricewaterhouse conspired to hide SCI's true value from the public for the purpose of inducing plaintiff, inter alia, to effect the Merger, and not trade his SCI or ECI stock. In furtherance of such purpose, SCI and Pricewaterhouse agreed to commit and did commit the violations of common law and statutory law described above. Plaintiff suffered damages in excess of $500,000 as a result of SCI's and Pricewaterhouse's unlawful acts. WHEREFORE, plaintiff prays for relief and judgment as follows: A. Compensatory damages against all defendants, jointly and severally, of not less than $500,000; B. Exemplary damages against all defendants, jointly and severally, of not less than $5,000,000; C. Interest on the damages in accordance with law; D. Plaintiff's reasonable attorney's fees, expert witness fees and other costs of Court; and E. Such other and further relief as the Court may deem just and proper. VII. JURY TRIAL DEMANDED

COUNT V CONSPIRACY 97. Plaintiff repeats and realleges each allegation contained above. 98. SCI and Pricewaterhouse conspired to hide SCI's true value from the public for the purpose of inducing plaintiff, inter alia, to effect the Merger, and not trade his SCI or ECI stock. In furtherance of such purpose, SCI and Pricewaterhouse agreed to commit and did commit the violations of common law and statutory law described above. Plaintiff suffered damages in excess of $500,000 as a result of SCI's and Pricewaterhouse's unlawful acts. WHEREFORE, plaintiff prays for relief and judgment as follows: A. Compensatory damages against all defendants, jointly and severally, of not less than $500,000; B. Exemplary damages against all defendants, jointly and severally, of not less than $5,000,000; C. Interest on the damages in accordance with law; D. Plaintiff's reasonable attorney's fees, expert witness fees and other costs of Court; and E. Such other and further relief as the Court may deem just and proper. VII. JURY TRIAL DEMANDED Plaintiff demands a trial by jury. Plaintiff's Original Petition 23

Respectfully submitted, Buck, Keenan & Owens, L.L.P.
By: /s/ RANDALL C. OWENS -----------------------Randall C. Owens State Bar No. 15380700

700 Louisiana, Suite 5100 Houston, Texas 77002 (713) 225-4500 (713) 225-3719 Fax ATTORNEYS FOR PLAINTIFF, JACK T. HAMMER OF COUNSEL: SCHREEDER, WHEELER & FLINT, LLP David H. Flint Georgia Bar No. 264600 John A. Christy Georgia Bar No. 125518 1600 Candler Building 127 Peachtree Street, N.E. Atlanta, Georgia 30303

Respectfully submitted, Buck, Keenan & Owens, L.L.P.
By: /s/ RANDALL C. OWENS -----------------------Randall C. Owens State Bar No. 15380700

700 Louisiana, Suite 5100 Houston, Texas 77002 (713) 225-4500 (713) 225-3719 Fax ATTORNEYS FOR PLAINTIFF, JACK T. HAMMER OF COUNSEL: SCHREEDER, WHEELER & FLINT, LLP David H. Flint Georgia Bar No. 264600 John A. Christy Georgia Bar No. 125518 1600 Candler Building 127 Peachtree Street, N.E. Atlanta, Georgia 30303 (404) 681-3450 Plaintiff's Original Petition 24

EXHIBIT 99.19 [FILED STAMP] NO. 2000-63917
JACK T. HAMMER, ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) IN THE DISTRICT COURT OF

Plaintiff, vs. SERVICE CORPORATION INTERNATIONAL, ROBERT L. WALTRIP, L. WILLIAM HEILIGBRODT, GEORGE R. CHAMPAGNE, W. BLAIR WALTRIP, JAMES M. SHELGER, WESLEY T. MCRAE and PRICEWATERHOUSE COOPERS, L.L.P., Defendants.

HARRIS COUNTY, TEXAS

165th JUDICIAL DISTRICT

SERVICE CORPORATION INTERNATIONAL, ROBERT L. WALTRIP, L. WILLIAM HEILIGBRODT, GEORGE R. CHAMPAGNE, W. BLAIR WALTRIP, JAMES M. SHELGER, AND WESLEY T. MCRAE'S ORIGINAL ANSWER Defendants Service Corporation International, Robert L. Waltrip, L. William Heiligbrodt, George R. Champagne, W. Blair Waltrip, James M. Shelger and Wesley T. McRae (collectively "SCI Defendants") file their

EXHIBIT 99.19 [FILED STAMP] NO. 2000-63917
JACK T. HAMMER, ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) IN THE DISTRICT COURT OF

Plaintiff, vs. SERVICE CORPORATION INTERNATIONAL, ROBERT L. WALTRIP, L. WILLIAM HEILIGBRODT, GEORGE R. CHAMPAGNE, W. BLAIR WALTRIP, JAMES M. SHELGER, WESLEY T. MCRAE and PRICEWATERHOUSE COOPERS, L.L.P., Defendants.

HARRIS COUNTY, TEXAS

165th JUDICIAL DISTRICT

SERVICE CORPORATION INTERNATIONAL, ROBERT L. WALTRIP, L. WILLIAM HEILIGBRODT, GEORGE R. CHAMPAGNE, W. BLAIR WALTRIP, JAMES M. SHELGER, AND WESLEY T. MCRAE'S ORIGINAL ANSWER Defendants Service Corporation International, Robert L. Waltrip, L. William Heiligbrodt, George R. Champagne, W. Blair Waltrip, James M. Shelger and Wesley T. McRae (collectively "SCI Defendants") file their Original Answer, as follows. GENERAL DENIAL 1. The SCI Defendants deny each and every, all and singular, material allegations contained in Plaintiff's Original Petition as provided under Rule 92 and demand that this court require the Plaintiff to prove its charges and allegations as required by the Constitution and laws of this state. Without waiving the foregoing general denial, the SCI Defendants assert the following affirmative defenses.

AFFIRMATIVE DEFENSES 2. Plaintiff has failed to take reasonable steps to mitigate damages. 3. Plaintiff's claim for exemplary or punitive damages is barred because exemplary or punitive damages are not properly available and/or any award of exemplary or punitive damages is unconstitutional. 4. Plaintiff's own conduct is the proximate cause of any damages sustained. 5. Pursuant to Section 33A(2) of the Texas Securities Act, Plaintiff knew of any alleged untruth or omission. 6. Pursuant to Section 33A(2) of the Texas Securities Act, the SCI Defendants did not know, and in the exercise of reasonable care, could not have known, of any alleged untruth or omission. WHEREFORE, premises considered, Service Corporation International, Robert L. Waltrip, L. William Heiligbrodt, George R. Champagne, W. Blair Waltrip, James M. Shelger and Wesley T. McRae pray that a take-nothing judgment be entered against the Plaintiff in this case, that the Plaintiff's claims be dismissed with prejudice to refile the same, and that Service Corporation International, Robert L. Waltrip, L. William Heiligbrodt, George R. Champagne, W. Blair Waltrip, James M. Shelger and Wesley T. McRae receive any and all further relief to which they are entitled.

AFFIRMATIVE DEFENSES 2. Plaintiff has failed to take reasonable steps to mitigate damages. 3. Plaintiff's claim for exemplary or punitive damages is barred because exemplary or punitive damages are not properly available and/or any award of exemplary or punitive damages is unconstitutional. 4. Plaintiff's own conduct is the proximate cause of any damages sustained. 5. Pursuant to Section 33A(2) of the Texas Securities Act, Plaintiff knew of any alleged untruth or omission. 6. Pursuant to Section 33A(2) of the Texas Securities Act, the SCI Defendants did not know, and in the exercise of reasonable care, could not have known, of any alleged untruth or omission. WHEREFORE, premises considered, Service Corporation International, Robert L. Waltrip, L. William Heiligbrodt, George R. Champagne, W. Blair Waltrip, James M. Shelger and Wesley T. McRae pray that a take-nothing judgment be entered against the Plaintiff in this case, that the Plaintiff's claims be dismissed with prejudice to refile the same, and that Service Corporation International, Robert L. Waltrip, L. William Heiligbrodt, George R. Champagne, W. Blair Waltrip, James M. Shelger and Wesley T. McRae receive any and all further relief to which they are entitled. Respectfully submitted, Bracewell & Patterson, L.L.P.
By: /s/ J. CLIFFORD GUNTER III BY MOH ----------------------------------------------J. Clifford Gunter III State Bar No. 08627000

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C. Thomas Kruse State Bar No. 11742535 Michael D. Hopkins State Bar No. 00793977 South Tower Pennzoil Place 711 Louisiana, Suite 2900 Houston, Texas 77002-2781 Telephone: (713) 2232900 Facsimile: (713) 221-1212 Counsel for Defendants Service Corporation International, Robert L. Waltrip, L. William Heiligbrodt, George R. Champagne, W. Blair Waltrip, James M. Shelger and Wesley T. McRae -3-

CERTIFICATE OF SERVICE I hereby certify that a true and correct copy of the foregoing document has been forwarded by U. S. Certified Mail, return receipt requested, on this 22nd day of January, 2001 to: Randall C. Owens The Owens Law Firm 1221 McKinney, Suite 3600 Houston, Texas 77010 David H. Flint Schreeder, Wheeler & Flint, LLP 1600 Candler Building 127 Peachtree Street, N.E. Atlanta, Georgia 30303

C. Thomas Kruse State Bar No. 11742535 Michael D. Hopkins State Bar No. 00793977 South Tower Pennzoil Place 711 Louisiana, Suite 2900 Houston, Texas 77002-2781 Telephone: (713) 2232900 Facsimile: (713) 221-1212 Counsel for Defendants Service Corporation International, Robert L. Waltrip, L. William Heiligbrodt, George R. Champagne, W. Blair Waltrip, James M. Shelger and Wesley T. McRae -3-

CERTIFICATE OF SERVICE I hereby certify that a true and correct copy of the foregoing document has been forwarded by U. S. Certified Mail, return receipt requested, on this 22nd day of January, 2001 to: Randall C. Owens The Owens Law Firm 1221 McKinney, Suite 3600 Houston, Texas 77010 David H. Flint Schreeder, Wheeler & Flint, LLP 1600 Candler Building 127 Peachtree Street, N.E. Atlanta, Georgia 30303 Attorneys for Plaintiff, Jack T. Hammer Harry M. Reasoner James A. Reeder, Jr. Vinson & Elkins L.L.P. 1001 Fannin Street #2300 Houston, Texas 77002-6760 Attorneys for Defendant Pricewaterhouse Coopers LLP
/s/ MICHAEL D. HOPKINS BY [ILLEGIBLE] --------------------------------------Michael D. Hopkins

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CERTIFICATE OF SERVICE I hereby certify that a true and correct copy of the foregoing document has been forwarded by U. S. Certified Mail, return receipt requested, on this 22nd day of January, 2001 to: Randall C. Owens The Owens Law Firm 1221 McKinney, Suite 3600 Houston, Texas 77010 David H. Flint Schreeder, Wheeler & Flint, LLP 1600 Candler Building 127 Peachtree Street, N.E. Atlanta, Georgia 30303 Attorneys for Plaintiff, Jack T. Hammer Harry M. Reasoner James A. Reeder, Jr. Vinson & Elkins L.L.P. 1001 Fannin Street #2300 Houston, Texas 77002-6760 Attorneys for Defendant Pricewaterhouse Coopers LLP
/s/ MICHAEL D. HOPKINS BY [ILLEGIBLE] --------------------------------------Michael D. Hopkins

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