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Employee Stock Purchase Plan - SERVICE CORPORATION INTERNATIONAL - 3-17-2003

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Employee Stock Purchase Plan - SERVICE CORPORATION INTERNATIONAL - 3-17-2003 Powered By Docstoc
					EXHIBIT 10.44 AMENDMENT NO. 6 SERVICE CORPORATION INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN This Amendment is executed by Service Corporation International (the "Company") effective as of July 31, 2001. WITNESSETH WHEREAS, the Company executed the Service Corporation International Stock Purchase Plan on August 22, 1979, Amendment No. 1 thereto on June 5, 1981, Amendment No. 2 thereto on October 19, 1988, Amendment No. 3 thereto on June 19, 1990, Amendment No. 4 thereto on December 21, 1993, and Amendment No. 5 thereto on January 1, 2000 (as amended, the "Plan"), which continues in force and effect, and is made a part hereof by reference; and WHEREAS, Merrill Lynch, Pierce, Fenner & Smith will no longer administer the Plan for those Employees of a Canadian Employing Company, and the Company has arranged for Fastrak Systems, Inc., a corporation organized under the laws of Ontario ("Fastrak"), to serve as the Plan's administrator for those Employees of a Canadian Employing Company; WHEREAS, Merrill Lynch, Pierce, Fenner & Smith will continue as the administrator under the Plan for those Employees of a U.S. Employing Company; NOW, THEREFORE, in consideration of the premises, the Company hereby amends the Plan in the following respect: 1. Section 1.1 is hereby amended and restated as follows: "1.11 Merrill Lynch/Fastrak: Merrill Lynch, Pierce, Fenner & Smith Incorporated and Fastrak Systems Inc., the companies through which the Plan is administered as herein provided. Merrill Lynch, Pierce, Fenner & Smith Incorporated serves as Plan administrator for those Employees of a U.S. Employing Company. Fastrak Systems Inc. serves as Plan administrator for those Employees of a Canadian Employing Company. References to Merrill Lynch/Fastrak shall be applied as the context requires." 2. All references in the Plan to "Merrill Lynch" are hereby amended to state "Merrill Lynch/Fastrak." 3. Section 9 of the Plan is hereby amended to include the following new Subsection:

"9.10 In the event of any conflict between the provisions of this Plan and the provisions of the Administration Agreement by and between the Company and Fastrak Systems, Inc., the provisions of the Administration Agreement will control with respect to accounts administered by Fastrak Systems, Inc." IN WITNESS WHEREOF, the Company has executed this Amendment to the Plan effective as of July 31, 2001. SERVICE CORPORATION INTERNATIONAL
By: /s/ JAMES M. SHELGER ----------------------------Title: SENIOR VICE PRESIDENT

"9.10 In the event of any conflict between the provisions of this Plan and the provisions of the Administration Agreement by and between the Company and Fastrak Systems, Inc., the provisions of the Administration Agreement will control with respect to accounts administered by Fastrak Systems, Inc." IN WITNESS WHEREOF, the Company has executed this Amendment to the Plan effective as of July 31, 2001. SERVICE CORPORATION INTERNATIONAL
By: /s/ JAMES M. SHELGER ----------------------------Title: SENIOR VICE PRESIDENT

EXHIBIT 10.45 AMENDMENT NO. 7 SERVICE CORPORATION INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN This Amendment is executed by Service Corporation International (the "Company") effective as of December 17, 2001. WITNESSETH WHEREAS, the Company executed the Service Corporation International Stock Purchase Plan on August 22, 1979, Amendment No. 1 thereto on June 5, 1981, Amendment No. 2 thereto on October 19, 1988, Amendment No. 3 thereto on June 19, 1990, Amendment No. 4 thereto on December 21, 1993, Amendment No. 5 thereto on January 1, 2000, and Amendment No. 6 thereto on July 31, 2001 (as amended, the "Plan"), which continues in force and effect, and is made a part hereof by reference; and WHEREAS, Merrill Lynch, Pierce, Fenner & Smith has assigned its obligations to administer the Plan for those Employees of a U.S. Employing Company to Computershare, Ltd. ("Computershare"); NOW, THEREFORE, in consideration of the premises, the Company hereby amends the Plan in the following respect: 1. Section 1.11 of the Plan is hereby amended and restated as follows: "1.11 Computershare or Fastrak: Computershare, Ltd. and Fastrak Systems Inc., the companies through which the Plan is administered as herein provided. Computershare, Ltd. serves as Plan administrator for those Employees of a U.S. Employing Company. Fastrak Systems Inc. serves as Plan administrator for those Employees of a Canadian Employing Company. References to Computershare or Fastrak shall be applied as the context requires." 2. All references in the Plan to "Merrill Lynch/Fastrak" are hereby amended to state "Computershare or Fastrak".

IN WITNESS WHEREOF, the Company has executed this Amendment to the Plan effective as of December 17, 2001. SERVICE CORPORATION INTERNATIONAL

EXHIBIT 10.45 AMENDMENT NO. 7 SERVICE CORPORATION INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN This Amendment is executed by Service Corporation International (the "Company") effective as of December 17, 2001. WITNESSETH WHEREAS, the Company executed the Service Corporation International Stock Purchase Plan on August 22, 1979, Amendment No. 1 thereto on June 5, 1981, Amendment No. 2 thereto on October 19, 1988, Amendment No. 3 thereto on June 19, 1990, Amendment No. 4 thereto on December 21, 1993, Amendment No. 5 thereto on January 1, 2000, and Amendment No. 6 thereto on July 31, 2001 (as amended, the "Plan"), which continues in force and effect, and is made a part hereof by reference; and WHEREAS, Merrill Lynch, Pierce, Fenner & Smith has assigned its obligations to administer the Plan for those Employees of a U.S. Employing Company to Computershare, Ltd. ("Computershare"); NOW, THEREFORE, in consideration of the premises, the Company hereby amends the Plan in the following respect: 1. Section 1.11 of the Plan is hereby amended and restated as follows: "1.11 Computershare or Fastrak: Computershare, Ltd. and Fastrak Systems Inc., the companies through which the Plan is administered as herein provided. Computershare, Ltd. serves as Plan administrator for those Employees of a U.S. Employing Company. Fastrak Systems Inc. serves as Plan administrator for those Employees of a Canadian Employing Company. References to Computershare or Fastrak shall be applied as the context requires." 2. All references in the Plan to "Merrill Lynch/Fastrak" are hereby amended to state "Computershare or Fastrak".

IN WITNESS WHEREOF, the Company has executed this Amendment to the Plan effective as of December 17, 2001. SERVICE CORPORATION INTERNATIONAL
By: /s/ JAMES M. SHELGER -----------------------------Title: Senior Vice-President --------------------------

EXHIBIT 10.48 EMPLOYEE STOCK PURCHASE PLAN ADMINISTRATION AGREEMENT THIS AGREEMENT entered into this 25th day of July, 2001,

IN WITNESS WHEREOF, the Company has executed this Amendment to the Plan effective as of December 17, 2001. SERVICE CORPORATION INTERNATIONAL
By: /s/ JAMES M. SHELGER -----------------------------Title: Senior Vice-President --------------------------

EXHIBIT 10.48 EMPLOYEE STOCK PURCHASE PLAN ADMINISTRATION AGREEMENT THIS AGREEMENT entered into this 25th day of July, 2001, BETWEEN: SERVICE CORPORATION INTERNATIONAL (CANADA) LIMITED, a corporation incorporated under the laws of CANADA (hereinafter called the "Company") OF THE FIRST PART - and FASTRAK SYSTEMS INC., a corporation incorporated under the laws of Ontario (hereinafter called the "Administrator") OF THE SECOND PART WITNESSETH: WHEREAS SERVICE CORPORATION INTERNATIONAL ("SCI") has established the SERVICE CORPORATION INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN (the "Plan"), a copy of which is attached hereto as Appendix "A", to facilitate the acquisition of full and fractional shares of SCI common stock (the "Shares") for the benefit of employees of SCI and its U.S and Canadian subsidiaries; AND WHEREAS the Company wishes to appoint the Administrator to carry out administrative duties for the benefit of the Company's Canadian employees who are participants in the Plan, in accordance with the Plan and this Agreement, and the Administrator wishes to accept such appointment; NOW THEREFORE in consideration of the premises and the respective covenants of the parties contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Administrator hereby agree as follows: 1. Participants in the Plan will be those employees of the Company and its affiliates or subsidiaries who qualify for participation under the Plan, who complete a Plan enrollment form and who are so designated by the Company to the Administrator (the "Plan Participants").

EXHIBIT 10.48 EMPLOYEE STOCK PURCHASE PLAN ADMINISTRATION AGREEMENT THIS AGREEMENT entered into this 25th day of July, 2001, BETWEEN: SERVICE CORPORATION INTERNATIONAL (CANADA) LIMITED, a corporation incorporated under the laws of CANADA (hereinafter called the "Company") OF THE FIRST PART - and FASTRAK SYSTEMS INC., a corporation incorporated under the laws of Ontario (hereinafter called the "Administrator") OF THE SECOND PART WITNESSETH: WHEREAS SERVICE CORPORATION INTERNATIONAL ("SCI") has established the SERVICE CORPORATION INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN (the "Plan"), a copy of which is attached hereto as Appendix "A", to facilitate the acquisition of full and fractional shares of SCI common stock (the "Shares") for the benefit of employees of SCI and its U.S and Canadian subsidiaries; AND WHEREAS the Company wishes to appoint the Administrator to carry out administrative duties for the benefit of the Company's Canadian employees who are participants in the Plan, in accordance with the Plan and this Agreement, and the Administrator wishes to accept such appointment; NOW THEREFORE in consideration of the premises and the respective covenants of the parties contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Administrator hereby agree as follows: 1. Participants in the Plan will be those employees of the Company and its affiliates or subsidiaries who qualify for participation under the Plan, who complete a Plan enrollment form and who are so designated by the Company to the Administrator (the "Plan Participants").

-22. The Company undertakes to open and maintain a trading account for the benefit of the Plan Participants (the "ESPP Account") with a dealer that is registered under applicable securities laws to trade in the Shares in each of the jurisdictions where the Plan Participants reside (the "Plan Broker"). The Company shall ensure that the Administrator will have all necessary access and authority to deal with the ESPP Account so as to permit the Administrator to perform its duties under the Plan and this Agreement. 3. The Company shall provide the Administrator with all records and other information relating to the Plan and the Plan Participants so as to permit the Administrator to carry out its administrative duties and obligations hereunder. 4. Plan Participants may participate in the Plan by means of authorizing the Company to make payroll deductions for the purpose of purchasing the Shares in accordance with the Plan. For each designated investment period, the

-22. The Company undertakes to open and maintain a trading account for the benefit of the Plan Participants (the "ESPP Account") with a dealer that is registered under applicable securities laws to trade in the Shares in each of the jurisdictions where the Plan Participants reside (the "Plan Broker"). The Company shall ensure that the Administrator will have all necessary access and authority to deal with the ESPP Account so as to permit the Administrator to perform its duties under the Plan and this Agreement. 3. The Company shall provide the Administrator with all records and other information relating to the Plan and the Plan Participants so as to permit the Administrator to carry out its administrative duties and obligations hereunder. 4. Plan Participants may participate in the Plan by means of authorizing the Company to make payroll deductions for the purpose of purchasing the Shares in accordance with the Plan. For each designated investment period, the Company will aggregate the amounts from the pay deductions of all Plan Participants, along with the Company's contribution, if any, and forward to the Plan Broker the related payment amount. Concurrently for each investment period the Company will provide the Administrator with the relevant payroll data including deduction/contribution, participant name, SIN and address data for each Plan Participant via electronic medium. 5. Subject to the provisions set forth below, bulk share purchases will be executed as soon as reasonably practicable following receipt of funds by the Plan Broker or any such longer period required by securities legislation, stock exchange rules, or other relevant rules. The Plan Broker will purchase at market price on the NEW YORK STOCK EXCHANGE as many of SERVICE CORPORATION INTERNATIONAL COMMON SHARES as the contributed funds will allow. When necessary, in the opinion of the Plan Broker, a stock purchase may be spread out over a period time so that the market for the security is not abnormally disrupted. 6. The Shares purchased in bulk by the Plan Broker for the contributing Plan Participants shall be credited to the ESPP Account three (3) business days after each purchase and shall be allocated pro rata to the respective Plan Participants' accounts maintained in the Plan register. Allocations are to be made at the average cost of all Shares purchased in full shares and fractional interests to the ten-thousandth of a share. 7. All Shares are to be registered in the name of the Company for the benefit of Plan Participants, unless a Plan Participant requests that a certificate for any or all of his or her full Shares be delivered to them directly. 8. If SCI pays cash dividends on the Shares, such dividends will be credited to the ESPP Account for the benefit of each Plan Participant holding full or fractional Shares on the appropriate record date, upon their receipt. Subject to the terms of the Plan, these dividends are to be automatically reinvested in additional Shares as a bulk purchase. Similarly, stock dividends and/or stock splits will be allocated pro rata to each Plan Participant account, where applicable. Stock rights cannot be exercised, and may be sold and

-3the proceeds reinvested on a bulk basis. An administration fee may be charged on reinvestment purchases in accordance with the fee agreement between the Company and the Administrator. 9. A Plan Participant may direct the Administrator to sell any or all of his or her full or fractional Shares through the Plan Broker in bulk, whereby all Plan Participants' sales requests received by the Administrator by the cut-off time on disposition day(s), will be aggregated and submitted under a single sale order. Each Plan Participant may be charged an administration fee in accordance with the fee agreement between the Company and the Administrator, in addition to the pro-rated regular brokerage commission and any transfer taxes, registration fee or other normal brokerage related charges as may be applicable to the bulk sale. Alternatively, a Plan Participant may sell at market directly through the Plan Broker, where the Plan Participant has made prior arrangements to open an individual trading account and directed the Administrator to transfer Shares from his or her Plan account to his or her individual brokerage account with the Plan Broker. With respect to the sale or transfer of his or her Plan Shares the Plan Participant shall only provide direction to the Administrator via the Plan Internet or IVR facilities, written communication and fax Withdrawal Form. For

-3the proceeds reinvested on a bulk basis. An administration fee may be charged on reinvestment purchases in accordance with the fee agreement between the Company and the Administrator. 9. A Plan Participant may direct the Administrator to sell any or all of his or her full or fractional Shares through the Plan Broker in bulk, whereby all Plan Participants' sales requests received by the Administrator by the cut-off time on disposition day(s), will be aggregated and submitted under a single sale order. Each Plan Participant may be charged an administration fee in accordance with the fee agreement between the Company and the Administrator, in addition to the pro-rated regular brokerage commission and any transfer taxes, registration fee or other normal brokerage related charges as may be applicable to the bulk sale. Alternatively, a Plan Participant may sell at market directly through the Plan Broker, where the Plan Participant has made prior arrangements to open an individual trading account and directed the Administrator to transfer Shares from his or her Plan account to his or her individual brokerage account with the Plan Broker. With respect to the sale or transfer of his or her Plan Shares the Plan Participant shall only provide direction to the Administrator via the Plan Internet or IVR facilities, written communication and fax Withdrawal Form. For greater certainty, the Administrator will not accept verbal direction for the sale or transfer of Plan Shares and, will at no time provide securities and/or investment advice with respect to the Shares. The Administrator may rely on directions received from a Plan Participant. 10. The Company shall ensure that if a Plan Participant ceases to be qualified to participate in the Plan, by reason of termination of employment with the Company or otherwise, such person shall cease to be a Plan Participant under the Plan. Upon the occurrence of such an event, and upon notice of same by the Company to the Administrator, the Company shall provide the necessary instructions to the Administrator to either transfer the former Plan Participant's Shares, sell the Shares, or deliver a cheque for his or her fractional interest along with a certificate for all full Shares. Such distribution to a Plan Participant shall be effected as soon as practicable following receipt of Company instructions. Administration fees and commissions, where applicable, are to be paid by the Plan Participant and may be set off against the Plan Participant's deliverables. 11. The Administrator shall keep accurate and appropriate accounts and records for each Plan Participant, all Company contributions under the Plan, all dividends received and all amounts disbursed by it to the Plan Participants pursuant to the Plan and all shares delivered by the Administrator to the Plan Participants pursuant to the Plan. In addition, the Administrator will prepare periodic statements of the ESPP Account for the Company's benefit. 12. The accounts and records maintained by the Administrator shall be open to inspection and audit during reasonable business hours by such reasonable number of persons designated by the Company as its representatives for such purposes. To the extent the Administrator is legally obligated to permit any persons other than those so designated by the Company to have such access, the Administrator shall provide such other persons with

-4access to accounts and records during reasonable business hours. No persons other than those designated by the Company or those otherwise entitled thereto by applicable law shall have the right to demand or be entitled to any accounting from the Administrator. 13. Quarterly statements will be mailed to the address of each Plan Participant as maintained on the Plan register and will reflect all transactions affecting his or her Plan account during the period. 14. The Administrator will, upon notice from the Company and the Administrator's receipt of all appropriate materials, mail or caused to be mailed notices of meetings, proxies, annual reports, information circular or other material for distribution to Plan Participants. The parties hereto agree that all such mailings shall be undertaken at the Company's expense. 15. The Administrator's remuneration for its services hereunder and under the Plans shall be as set forth in a fee agreement between the Company and the Administrator.

-4access to accounts and records during reasonable business hours. No persons other than those designated by the Company or those otherwise entitled thereto by applicable law shall have the right to demand or be entitled to any accounting from the Administrator. 13. Quarterly statements will be mailed to the address of each Plan Participant as maintained on the Plan register and will reflect all transactions affecting his or her Plan account during the period. 14. The Administrator will, upon notice from the Company and the Administrator's receipt of all appropriate materials, mail or caused to be mailed notices of meetings, proxies, annual reports, information circular or other material for distribution to Plan Participants. The parties hereto agree that all such mailings shall be undertaken at the Company's expense. 15. The Administrator's remuneration for its services hereunder and under the Plans shall be as set forth in a fee agreement between the Company and the Administrator. 16. The Company hereby makes the following representations and warranties to the Administrator: (a) the Plan complies with the securities legislation in each of the jurisdictions in which Plan Participants reside; (b) all of the Plan Participants are eligible to acquire the Company's securities under the Plan; (c) the participation of the Plan Participants is voluntary; and (d) all trades in the Shares by a Plan Participant made under and in accordance with the provisions of the Plan and this Agreement comply with the securities legislation applicable in the jurisdiction of the respective Plan Participant. 17. The Company shall indemnify and save harmless the Administrator, its employees, officers, directors and agents from and against all liability arising from the Administrator acting in accordance with the directions of the Company or its properly appointed agents received by the Administrator in writing or by electronic medium, or in acting in reliance upon information provided to it by the Company or the Plan Broker, provided that this indemnity shall in no way be construed so as to relieve the Administrator of liability for a breach of this Agreement, the Plan or as imposed by law. The Administrator, its employees, officers, directors and agents shall be reimbursed by the Company for all such liabilities and for all expenses reasonably incurred in their defence. 18. The Administrator shall indemnify and save harmless the Company, its directors, officers, employees and agents from and against any liability arising as a result of the negligence or wilful misconduct of the Administrator or breach by the Administrator of its obligations under this Agreement, the Plan or as imposed by law. The Company, its

-5directors, officers, employees and agents shall be reimbursed by the Administrator for all such liabilities and for all expenses reasonably incurred in their defence. 19. All notices under this Agreement shall be given in writing and shall be deemed to have been delivered four (4) business days after being sent by prepaid ordinary mail, or if personally delivered, upon delivery to each party at the following addresses:
Fastrak Systems Inc. 401 Bay Street Suite 2315 Toronto, Ontario M5H 2Y4 Attn: Vice President Service Operations Service Corporation International (Canada) Limited Suite 950, 409 Granville Street United Kingdom Building Vancouver, BC Attn: John A. Gordon

-5directors, officers, employees and agents shall be reimbursed by the Administrator for all such liabilities and for all expenses reasonably incurred in their defence. 19. All notices under this Agreement shall be given in writing and shall be deemed to have been delivered four (4) business days after being sent by prepaid ordinary mail, or if personally delivered, upon delivery to each party at the following addresses:
Fastrak Systems Inc. 401 Bay Street Suite 2315 Toronto, Ontario M5H 2Y4 Attn: Vice President Service Operations Service Corporation International (Canada) Limited Suite 950, 409 Granville Street United Kingdom Building Vancouver, BC Attn: John A. Gordon

If there is an interruption in postal services, notices hereunder must be given by personal delivery. 20. The Company or the Administrator may terminate this Agreement upon ninety (90) days prior written notice to the other party. In the event of such termination, the Company shall, at its sole expense, arrange for the transfer of the Administrator's responsibilities to another qualified party. 21. This Agreement contains all the terms and conditions agreed to by the parties hereto, and no other agreements, written or oral, respecting the subject matter of this Agreement shall be deemed to exist, or to bind either party, notwithstanding this Agreement shall be subject to the terms and provisions of the Plan. Any amendment to this Agreement shall be in writing and signed by both parties hereto. 22. This Agreement shall enure to the benefit of and be binding upon the respective successors and assigns of the parties hereto. 23. This Agreement shall be governed by the laws of the Province of Ontario and the laws of Canada applicable therein (excluding any rule or principle of the conflict of laws which might refer interpretation to the laws of another jurisdiction). Each party irrevocably submits and attorns to the non-exclusive jurisdiction of the courts of Ontario with respect to any matter arising hereunder or related hereto. 24. Time is of the essence of each provision of this Agreement.

-6IN WITNESS WHEREOF the parties hereto have duly executed this Agreement on this ___ day of ________, 2001. Service Corporation International (Canada) Limited
By: /s/ JOHN A. GORDON ----------------------------Name: John A. Gordon Title: President

Fastrak Systems Inc.
By: /s/ JOHN MOORE ----------------------------Name: John Moore Title: President

-6IN WITNESS WHEREOF the parties hereto have duly executed this Agreement on this ___ day of ________, 2001. Service Corporation International (Canada) Limited
By: /s/ JOHN A. GORDON ----------------------------Name: John A. Gordon Title: President

Fastrak Systems Inc.
By: /s/ JOHN MOORE ----------------------------Name: John Moore Title: President

(GRAPHIC) FASTRAK SYSTEMS INC. EMPLOYEE STOCK PURCHASE PLAN ADMINISTRATION FOR SERVICE CORPORATION INTERNATIONAL (CANADA) LIMITED OTHER TERMS AND CONDITIONS: A. The fees quoted herein, other than broker related fees, are guaranteed for a period of two years from the date of appointment, payable quarterly. ALL FEES ARE IN CANADIAN FUNDS UNLESS OTHERWISE STATED. B. All out-of-pocket expenses (including, but not limited to, printing and stationery, postage, telecopier and delivery charges, legal fees and disbursements) will be charged in addition to the listed fees. Where the required frequency of statement mailing is greater than quarterly, out of pocket mailhouse charges will be recoverable at cost. C. Special services that are not described or referred to above including, but not limited to corporate reorganizations and stock splits, will be based up on an analysis of the work required. Special request for programming will be billed at current rates. D. Standard reports from the Fastrak system are included in the above fees. Customized reports may result in additional charges based on report complexity and time required developing the report. Note: Standard report includes annual report detailing the number of shares held by each participant on December 31 of the 3 preceding plan years. E. PARTICIPANT DISCOUNT BROKER FEES: Sales may be communicated to the Plan Administrator via Internet, IVR or fax and will be executed through a discount broker for the Plan. The commission schedule is subject to change upon notification from the broker. Sales through the Plan Administrator will take place in bulk, and are available daily if desired. Market trading is available through the Plan broker upon the participant opening a brokerage account and directing the Administrator to transfer shares to it. The following schedule is for information purposes only and is representative of current competitive discount broker rates applicable to transactions of specific Plan held company stock within the ESPP and charged to individual plan holders.

(GRAPHIC) FASTRAK SYSTEMS INC. EMPLOYEE STOCK PURCHASE PLAN ADMINISTRATION FOR SERVICE CORPORATION INTERNATIONAL (CANADA) LIMITED OTHER TERMS AND CONDITIONS: A. The fees quoted herein, other than broker related fees, are guaranteed for a period of two years from the date of appointment, payable quarterly. ALL FEES ARE IN CANADIAN FUNDS UNLESS OTHERWISE STATED. B. All out-of-pocket expenses (including, but not limited to, printing and stationery, postage, telecopier and delivery charges, legal fees and disbursements) will be charged in addition to the listed fees. Where the required frequency of statement mailing is greater than quarterly, out of pocket mailhouse charges will be recoverable at cost. C. Special services that are not described or referred to above including, but not limited to corporate reorganizations and stock splits, will be based up on an analysis of the work required. Special request for programming will be billed at current rates. D. Standard reports from the Fastrak system are included in the above fees. Customized reports may result in additional charges based on report complexity and time required developing the report. Note: Standard report includes annual report detailing the number of shares held by each participant on December 31 of the 3 preceding plan years. E. PARTICIPANT DISCOUNT BROKER FEES: Sales may be communicated to the Plan Administrator via Internet, IVR or fax and will be executed through a discount broker for the Plan. The commission schedule is subject to change upon notification from the broker. Sales through the Plan Administrator will take place in bulk, and are available daily if desired. Market trading is available through the Plan broker upon the participant opening a brokerage account and directing the Administrator to transfer shares to it. The following schedule is for information purposes only and is representative of current competitive discount broker rates applicable to transactions of specific Plan held company stock within the ESPP and charged to individual plan holders.
TRANSACTION ----------Share Sale (share price greater than USD $2.01) Certificate Request Electronic Share Transfer to another Merrill Lynch HSBC account Electronic Share Transfer to another financial institution BROKER FEES AND COMMISSIONS --------------------------USD $0.03 per share (minimum = USD $29) CAD $45.00 + GST No Charge CAD $100.00 + GST

All participant fees will be recovered via a sale of assets from their account.

(GRAPHIC) FASTRAK SYSTEMS INC. EMPLOYEE STOCK PURCHASE PLAN ADMINISTRATION FOR SERVICE CORPORATION INTERNATIONAL (CANADA) LIMITED F. This schedule is subject to adjustment if changes in practices, legislation or circumstances in general increase

(GRAPHIC) FASTRAK SYSTEMS INC. EMPLOYEE STOCK PURCHASE PLAN ADMINISTRATION FOR SERVICE CORPORATION INTERNATIONAL (CANADA) LIMITED F. This schedule is subject to adjustment if changes in practices, legislation or circumstances in general increase the expense, work or responsibility of performing the services under the agreements. The Goods and Services Tax and other tax or levy which may be imposed by any governmental authorities shall be charged and payable on the listed fees, where applicable. G. In the event that our services were terminated within the first 12 months of appointment the minimum Service Fee would be chargeable, in addition to standard charges for producing files and reports requested in connection with conversion of the accounts. H. This Fee Schedule is confidential. It has been prepared exclusively for Service Corporation International (Canada) Limited and the pricing information contained herein may not be shared with any unrelated third party without the prior written authorization of Fastrak Systems Inc.
SERVICE CORPORATION INTERNATIONAL (CANADA) LIMITED /s/ JOHN A. GORDON ----------------------------------------------------------------FASTRAK SYSTEMS INC.

/s/ JOHN MOORE ---------------------------------------------------

Date: July 25, 2001

(GRAPHIC) FASTRAK SYSTEMS INC. EMPLOYEE STOCK PURCHASE PLAN ADMINISTRATION FOR SERVICE CORPORATION INTERNATIONAL (CANADA) LIMITED SERVICE FEE SCHEDULE*
ANNUAL PER PARTICIPANT COMPONENT ----------CAD$ 25.00 $ 17.50 $ 10.50

NUMBER OF PARTICIPANTS -----------1 - 249 250 - 999 1,000- 2,499

PAYROLL FILE & DIVIDEND REINVESTMENT COMPONENT ---------------------2.00% of Total Contributions 1.75% of Total Contributions 1.30% of Total Contributions

* Based on electronic receipt of payroll file and subject to minimum annual CAD $10,000. NORMAL PROXY SCHEDULE

(GRAPHIC) FASTRAK SYSTEMS INC. EMPLOYEE STOCK PURCHASE PLAN ADMINISTRATION FOR SERVICE CORPORATION INTERNATIONAL (CANADA) LIMITED SERVICE FEE SCHEDULE*
ANNUAL PER PARTICIPANT COMPONENT ----------CAD$ 25.00 $ 17.50 $ 10.50

NUMBER OF PARTICIPANTS -----------1 - 249 250 - 999 1,000- 2,499

PAYROLL FILE & DIVIDEND REINVESTMENT COMPONENT ---------------------2.00% of Total Contributions 1.75% of Total Contributions 1.30% of Total Contributions

* Based on electronic receipt of payroll file and subject to minimum annual CAD $10,000. NORMAL PROXY SCHEDULE Annual reports & Proxy mailing - $1.00 handling fee per set plus actual cost of postage and mailing expenses Annual report only - $0.50 handling fee per annual report plus actual cost of postage and mailing expenses Interims & miscellaneous reports - $0.40 handling fee per report plus all expenses IVR and INTERNET ACCESS Participant IVR (Interactive Voice Response) and Internet access include account enquiry and participant sale requests included CALL CENTRE COMMUNICATION
Respond to participant telephone request for information included

WITHDRAWAL AND CHEQUE ISSUANCE (CHARGED TO PARTICIPANTS) - Cheque issuance - Withdrawal of shares from the Plan ANCILLARY FEES (IF APPLICABLE)

CDN $25.00 $25.00

- Manual data input - Rejected payroll file & reloading file

$5.00 per name $150.00 per file

. . . EXHIBIT 12.1 SERVICE CORPORATION INTERNATIONAL RATIO OF EARNINGS TO FIXED CHARGES

. . . EXHIBIT 12.1 SERVICE CORPORATION INTERNATIONAL RATIO OF EARNINGS TO FIXED CHARGES
Years ended Dec 2002 -----------(Thousands, except r (Loss) from continuing operations before income taxes, extraordinary items and cumulative effects of accounting changes .................................... Undistributed income of less than 50% owned equity investees ..................... Minority interest in income of majority owned subsidiaries that have not incurred fixed charges ........................................ Add fixed charges (from below) ................................................... $ (140,963) 0

706 181,211 -----------$ 40,954 ------------

Fixed charges: Interest expense: Corporate ................................................................... Amortization of debt costs .................................................. 1/3 of rental expense ............................................................ Fixed charges ....................................................................

154,392 7,102 19,717 -----------$ 181,211 ============ (A) ============

$

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

(A) Due to the loss in the twelve months ended December 31, 2002 and 2001, the ratio coverage was less than 1:1. In order to achieve a coverage of 1:1, the Company would have had to generate additional income before income taxes, extraordinary items and cumulative effects of accounting changes of $140,257 and $537,166 for the years ended December 31, 2002 and 2001, respectively. Excluding impairment losses and other operating expenses, the ratio of earnings to fixed charges would have been 1.82 and 1.44 for the twelve months ended December 31, 2002 and 2001, respectively.

. . . EXHIBIT 21.1 SUBSIDIARIES OF THE COMPANY
March 1, Ownersh ALABAMA SCI Funeral Services, Inc. (Iowa Corp) Alabama subsidiaries SCI Alabama Funeral Services, Inc.-----------------------------------------SCI Georgia Funeral Services, Inc. (DE Corp) Alabama subsidiary ECI Alabama Services, LLC--------------------------------------------ALASKA SCI Funeral Services, Inc. (Iowa Corp) Alaska subsidiary SCI Alaska Funeral Services, Inc.------------------------------------------100% 100% 100%

. . . EXHIBIT 21.1 SUBSIDIARIES OF THE COMPANY
March 1, Ownersh ALABAMA SCI Funeral Services, Inc. (Iowa Corp) Alabama subsidiaries SCI Alabama Funeral Services, Inc.-----------------------------------------SCI Georgia Funeral Services, Inc. (DE Corp) Alabama subsidiary ECI Alabama Services, LLC--------------------------------------------ALASKA SCI Funeral Services, Inc. (Iowa Corp) Alaska subsidiary SCI Alaska Funeral Services, Inc.------------------------------------------ARIZONA 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 subsidiary SCI Arkansas Funeral Services, Inc.----------------------------------------CALIFORNIA SCI Funeral Services, Inc. (Iowa Corp) California subsidiaries SCI California Funeral Services, Inc.--------------------------------------Mount Vernon Memorial Park-------------------------------------------SCI Special, Inc. (DE Corp) SCI Administrative Services, LLC (DE LLC) SCI Management L.P.-(DE LP) California subsidiary SCI Western Operations HQ, Inc.--------------------------------COLORADO SCI Funeral Services, Inc. (Iowa Corp) Colorado subsidiary SCI Colorado Funeral Services, Inc.----------------------------------------CONNECTICUT SCI Funeral Services, Inc. (Iowa Corp) Connecticut subsidiary SCI Connecticut Funeral Services, Inc.-------------------------------------DELAWARE BestHalf.com, Inc.------------------------------------------------------------------Christian Funeral Services, Inc.----------------------------------------------------SCI Funeral Services, Inc. (Iowa Corp) Delaware subsidiaries ECI Cemetery Management Services, Inc.-------------------------------------ECI Indiana Holdings, Inc.-------------------------------------------------ECI Services of Indiana, L.P.----------------------------------------ECI Indiana Holdings (LP), LLC------------------------------------------ECI Services of Indiana, L.P.----------------------------ECI Management Services, Inc.----------------------------------------------ECI-San Jose, Inc.---------------------------------------------------------ECI Services of Georgia, Inc.----------------------------------------------ECI Services of Louisiana, Inc.--------------------------------------------ECI Services of Maine, Inc.------------------------------------------------80% 100% 100% 100% 1% 100% 99% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100%

100% 100%

100%

100%

1
ECI Services of Missouri, Inc.---------------------------------------------ECI Services of New Hampshire, Inc.----------------------------------------ECI Services of South Dakota, Inc.-----------------------------------------ECI Services of Vermont, Inc.----------------------------------------------Lake View Management Company, Inc.-----------------------------------------Memorial Guardian Plans, Inc.----------------------------------------------SCI California Funeral Services, Inc. (CA Corp) Delaware subsidiaries California Cemetery and Funeral Services, LLC------------------------100% 100% 100% 100% 100% 100% 5%

ECI Services of Missouri, Inc.---------------------------------------------ECI Services of New Hampshire, Inc.----------------------------------------ECI Services of South Dakota, Inc.-----------------------------------------ECI Services of Vermont, Inc.----------------------------------------------Lake View Management Company, Inc.-----------------------------------------Memorial Guardian Plans, Inc.----------------------------------------------SCI California Funeral Services, Inc. (CA Corp) Delaware subsidiaries California Cemetery and Funeral Services, LLC------------------------ECI Capital Corporation-------------------------------------------------California Cemetery and Funeral Services, LLC------------------------SCI Funeral Services, Inc.-------------------------------------------------SCI Georgia Funeral Services, Inc.-----------------------------------------ECI Alabama Services, LLC (AL LLC) Delaware subsidiary ECI-Chapel Hill, Inc.------------------------------------------SCI Indiana Holdings, Inc.-------------------------------------------------SCI Indiana Funeral Services, L.P.-----------------------------SCI Indiana Holdings (LP), LLC---------------------------------------SCI Indiana Funeral Services, L.P.-----------------------------SCI Iowa Funeral Services, Inc. (IA Corp) Delaware subsidiary SCI Iowa Finance Company---------------------------------------------SCI Maryland Funeral Services, Inc. (MD Corp) Delaware subsidiary ECI Cemetery Services of Maryland, LLC-------------------------------SCI Missouri Funeral Services, Inc. (MO Corp) Delaware subsidiary Missouri Commemorative Services, LLC---------------------------------SCI Ohio Funeral Services, Inc. (OH Corp) Delaware subsidiary Rose Hill Securities Company-----------------------------------------SCI Pennsylvania Funeral Services, Inc.(PA Corp) Delaware subsidiary Gabauer Funeral Home, Inc.-------------------------------------------SCI Texas Funeral Services, Inc.-------------------------------------------Texas Marker, L.P.---------------------------------------------------Professional Funeral Traditions, LLC---------------------------------Texas Marker, L.P.---------------------------------------------CemCare, Inc. -------------------------------------------------------SCI Virginia Funeral Services, Inc. (VA Corp) Delaware subsidiaries SCI Loan Services, LLC-----------------------------------------------PSI Funding, 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, Inc.----------------------------------------SCI Investment Services, Inc.----------------------------------------------SCI International Limited-----------------------------------------------------------Galahad Investment Corporation---------------------------------------------Kenyon International Emergency Services, Inc.------------------------------SCI Financing Corporation--------------------------------------------------SCI GP1, LLC---------------------------------------------------------------SCI GP2, LLC---------------------------------------------------------------Service Corporation International (Canada) Limited (CAN Corp) DE subsidiary SCI Funeral & Cemetery Purchasing Cooperative, Inc.------------------Centre Funeraire Cote-des-Neiges Inc. (CAN Corp) DE subsidiary SCI Funeral & Cemetery Purchasing Cooperative, Inc.------------SCI Special, Inc.-------------------------------------------------------------------SCI Administrative Services, LLC-------------------------------------------SCI Management L.P.---------------------------------------------------

100% 100% 100% 100% 100% 100% 5% 100% 95% 100% 100% 100% 100% 1% 100% 99% 100% 100% 100% 100% 100% 100% 1% 100% 99% 100% 100% 100% 100% 100% 100% 100% 100% 80% 100% 100% 100% 20% 100% 100% 100% 100%

20% 20% 100% 100% 1%

2
Remembrance Memorial Traditions, LLC---------------------------------------SCI Management L.P.--------------------------------------------------International Funeral Services, Inc.---------------------------Dignity Memorial Network, Inc.---------------------------------SCI Funeral & Cemetery Purchasing Cooperative, Inc.-------SCI Western Operations HQ, Inc. (CA Corp) DE subsidiary SCI Funeral & Cemetery Purchasing Cooperative, Inc.-------SCI EOps HQ, Inc. (NY Corp) SCI Eastern Operations HQ Services, L.P. (TX LP) DE subsidiary SCI Funeral & Cemetery Purchasing Cooperative, Inc.---100% 99% 100% 100% 20% 20%

20%

Remembrance Memorial Traditions, LLC---------------------------------------SCI Management L.P.--------------------------------------------------International Funeral Services, Inc.---------------------------Dignity Memorial Network, Inc.---------------------------------SCI Funeral & Cemetery Purchasing Cooperative, Inc.-------SCI Western Operations HQ, Inc. (CA Corp) DE subsidiary SCI Funeral & Cemetery Purchasing Cooperative, Inc.-------SCI EOps HQ, Inc. (NY Corp) SCI Eastern Operations HQ Services, L.P. (TX LP) DE subsidiary SCI Funeral & Cemetery Purchasing Cooperative, Inc.---SCI Capital Corporation----------------------------------------------------Investment Capital Corporation (TX Corp) Delaware subsidiary IFC-YP, Inc.---------------------------------------------------DISTRICT OF COLUMBIA SCI Funeral Services, Inc. (Iowa Corp) DC subsidiaries Joseph Gawler's Sons, Inc.-------------------------------------------------Witzke Funeral Homes, Inc.-------------------------------------------------FLORIDA SCI Funeral Services, Inc. (Iowa Corp) Florida subsidiaries SCI Funeral Services of Florida, Inc.--------------------------------------Florida Marker, LLC--------------------------------------------------FM Cemetery, Inc.----------------------------------------------------Fountainhead Memorial Park, LLC--------------------------------------Lakeview Memorial Gardens, LLC---------------------------------------Memorial Plans, Inc.-------------------------------------------------San Jose Funeral Homes, Inc.-----------------------------------------GEORGIA SCI Funeral Services, Inc. (Iowa Corp) Georgia subsidiaries SCI Georgia Funeral Services, Inc. (DE Corp) Georgia subsidiaries SCI Georgia Land, Inc.-----------------------------------------------ECI Cemetery Services of Georgia, LLC--------------------------------HAWAII SCI Funeral Services, Inc. (Iowa Corp) Hawaii subsidiaries SCI Hawaii Funeral Services, Inc.------------------------------------------Hawaiian Memorial Life Plan, Ltd.------------------------------------ILLINOIS SCI Funeral Services, Inc. (Iowa Corp) Illinois subsidiaries SCI Illinois Services, Inc.------------------------------------------------Lake View Memorial Gardens, Inc.-------------------------------------------Lake View Funeral Home, Inc.-----------------------------------------IOWA SCI Funeral Services, Inc.----------------------------------------------------------Bunker's Eden Vale, Inc.---------------------------------------------------SCI Iowa Funeral Services, Inc.--------------------------------------------KANSAS SCI Funeral Services, Inc. (Iowa Corp) Kansas subsidiary SCI Kansas Funeral Services, Inc.-------------------------------------------

100% 99% 100% 100% 20% 20%

20% 100% 100%

100% 100%

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

100% 100%

100% 100%

100% 100% 100%

100% 100% 100%

100%

3
KENTUCKY SCI Funeral Services, Inc. (Iowa Corp) Kentucky subsidiary SCI Kentucky Funeral Services, Inc.----------------------------------------LOUISIANA SCI Funeral Services, Inc. (Iowa Corp) Louisiana subsidiary SCI Louisiana Funeral Services, Inc.---------------------------------------MAINE SCI Funeral Services, Inc. (Iowa Corp) Maine subsidiary SCI Maine Funeral Services, Inc.-------------------------------------------MARYLAND 100% 99%

100%

KENTUCKY SCI Funeral Services, Inc. (Iowa Corp) Kentucky subsidiary SCI Kentucky Funeral Services, Inc.----------------------------------------LOUISIANA SCI Funeral Services, Inc. (Iowa Corp) Louisiana subsidiary SCI Louisiana Funeral Services, Inc.---------------------------------------MAINE SCI Funeral Services, Inc. (Iowa Corp) Maine subsidiary 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.-------------------------Lemmon Funeral Home of Dulaney Valley, Inc.--------------------------Loring Byers Funeral Directors, Inc.---------------------------------Miller-Dippel Funeral Home, Inc.-------------------------------------Moran-Ashton Funeral Home, Inc.--------------------------------------National Cremation Service, Inc.-------------------------------------Sterling-Ashton-Schwab Funeral Home, Inc.----------------------------Witzke Funeral Home of Catonsville, Inc.-----------------------------Witzke, Inc.---------------------------------------------------SCI Maryland Funeral Services, Inc.----------------------------------------George Washington Cemetery Company, LLC------------------------------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.-----------------------------------------ECI-Carr Funeral Home, Inc.------------------------------------------ECI-Fay McCabe Funeral Home, Inc.------------------------------------ECI-Henderson Funeral Home, Inc.-------------------------------------ECI-Rapino Memorial Home, Inc.---------------------------------------100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 55.17% 100% 100% 100% 99%

100%

100% 40% 30% 40% 40% 40% 10% 30% 40% 40% 40% 40% 40% 40% 40% 49% 49% 49% 49%

4
MICHIGAN SCI Funeral Services, Inc. (Iowa Corp) Michigan subsidiary SCI Michigan Funeral Services, Inc.----------------------------------------MINNESOTA SCI Funeral Services, Inc. (Iowa Corp) Minnesota subsidiaries SCI Minnesota Funeral Services, Inc.---------------------------------------Crystal Lake Cemetery Association------------------------------------MISSISSIPPI SCI Funeral Services, Inc. (Iowa Corp) Mississippi subsidiaries SCI Mississippi Funeral Services, Inc.-------------------------------------Nowell Funeral Homes, Inc.-------------------------------------------100%

100% 100%

100% 100%

MICHIGAN SCI Funeral Services, Inc. (Iowa Corp) Michigan subsidiary SCI Michigan Funeral Services, Inc.----------------------------------------MINNESOTA SCI Funeral Services, Inc. (Iowa Corp) Minnesota subsidiaries SCI Minnesota Funeral Services, Inc.---------------------------------------Crystal Lake Cemetery Association------------------------------------MISSISSIPPI SCI Funeral Services, Inc. (Iowa Corp) Mississippi subsidiaries SCI Mississippi Funeral Services, Inc.-------------------------------------Nowell Funeral Homes, Inc.-------------------------------------------Nowell-Flippin Funeral Home (MS Partnership)-----------------------------------------Nowell Funeral Services, Inc. of Kosciusko, Mississippi----------------------------------------------------Nowell-Flippin Funeral Home (MS Partnership)-----------------------------------------MISSOURI SCI Funeral Services, Inc. (Iowa Corp) Missouri subsidiaries SCI Missouri Funeral Services, Inc.----------------------------------------Memorial Guardian Plans, Inc.----------------------------------------NEBRASKA SCI Funeral Services, Inc. (Iowa Corp) Nebraska subsidiary SCI Nebraska Funeral Services, Inc.----------------------------------------NEVADA SCI Funeral Services, Inc. (Iowa Corp) Nevada subsidiaries SCI Texas Funeral Services, Inc. (DE Corp) Nevada subsidiary SCI Texas Finance Company--------------------------------------------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 SCI New Mexico Funeral Services, Inc.--------------------------------------Southwest Commemorative Services, Inc.-------------------------------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.-----------------------------------------SCI Special, Inc. (DE Corp) SCI Administrative Services, LLC (DE LLC) 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100%

100% 100%

100% 100% 7.83% 100% 15.67%

100%

100% 100% 100%

100% 100%

5
SCI Management L.P.-(DE LP) New York subsidiary SCI EOps HQ, Inc.----------------------------------------------NORTH CAROLINA SCI Funeral Services, Inc. (Iowa Corp) North Carolina subsidiary SCI North Carolina Funeral Services, Inc.----------------------------------OHIO SCI Funeral Services, Inc. (Iowa Corp) Ohio subsidiaries Green Hills Management, Inc.-----------------------------------------------SCI Ohio Funeral Services, Inc.--------------------------------------------The Knollwood Cemetery Company---------------------------------------Sunset Trust Estate--------------------------------------------------100% 100% 100% 100%

100%

100%

SCI Management L.P.-(DE LP) New York subsidiary SCI EOps HQ, Inc.----------------------------------------------NORTH CAROLINA SCI Funeral Services, Inc. (Iowa Corp) North Carolina subsidiary SCI North Carolina Funeral Services, Inc.----------------------------------OHIO SCI Funeral Services, Inc. (Iowa Corp) Ohio subsidiaries Green Hills Management, Inc.-----------------------------------------------SCI Ohio Funeral Services, Inc.--------------------------------------------The Knollwood Cemetery Company---------------------------------------Sunset Trust Estate--------------------------------------------------OKLAHOMA SCI Funeral Services, Inc. (Iowa Corp) Oklahoma subsidiaries AED, Inc.------------------------------------------------------------------Memorial Gardens Association-----------------------------------------Rose Hill Burial Park, a Trust---------------------------------------SCI Oklahoma Funeral Services, Inc.----------------------------------------Memorial Park Cemetery of Bartlesville, Oklahoma, A Business Trust-----------------------------------------------Rose Hill Memorial Park Trust----------------------------------------Sunset Memorial Park Cemetery Trust----------------------------------Memorial Park Association-A Trust------------------------------------Sunny Lane Cemetery--------------------------------------------------OREGON SCI Funeral Services, Inc. (Iowa Corp) Oregon subsidiaries SCI Oregon Funeral Services, Inc.------------------------------------------Uniservice Corporation-----------------------------------------------PENNSYLVANIA SCI Funeral Services, Inc. (Iowa Corp) Pennsylvania subsidiaries Memorial Guardian Plans, Inc.(DE Corp) Pennsylvania subsidiary Ensure Agency of Pennsylvania, Inc.----------------------------------SCI Pennsylvania Funeral Services, Inc.------------------------------------Auman Funeral Home, Inc.---------------------------------------------Ed Melenyzer Co.-----------------------------------------------------Funeral Corporation Pennsylvania-------------------------------------Laughlin Funeral Home, Ltd.------------------------------------Luther M. Kniffen, Inc.----------------------------------------Rohland Funeral Home-------------------------------------------Harold B. Mulligan Co., Inc.-----------------------------------------Stephen R. Haky Funeral Home, Inc.-----------------------------------Theo. C. Auman, Inc.-------------------------------------------------Auman's, Inc.--------------------------------------------------Francis F. Seidel, Inc.----------------------------------------Memorial Services Planning Corporation-------------------------RHODE ISLAND SCI Funeral Services, Inc. (Iowa Corp) Rhode Island subsidiary SCI Rhode Island Funeral Services, Inc.------------------------------------SOUTH CAROLINA SCI Funeral Services, Inc. (Iowa Corp) South Carolina subsidiary SCI South Carolina Funeral Services, Inc.-----------------------------------

100%

100%

100% 100% 100% 100%

100% 100% 90% 100% 100% 100% 100% 100% 100%

100% 100%

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

100%

100%

6
TENNESSEE SCI Funeral Services, Inc. (Iowa Corp) Tennessee subsidiaries SCI Tennessee Funeral Services, Inc.---------------------------------------Lily of the Valley, Inc.---------------------------------------------Lynnhurst Cemetery, Inc.---------------------------------------------Memphis Memory Gardens, Inc.-----------------------------------------TEXAS SCI Funeral Services, Inc. (Iowa Corp) Texas subsidiaries Equity Corporation International of Texas----------------------------------JPH Properties, Inc.-------------------------------------------------------Professional Funeral Associates, Inc.--------------------------------------100% 100% 100% 100% 100% 100% 100%

TENNESSEE SCI Funeral Services, Inc. (Iowa Corp) Tennessee subsidiaries SCI Tennessee Funeral Services, Inc.---------------------------------------Lily of the Valley, Inc.---------------------------------------------Lynnhurst Cemetery, Inc.---------------------------------------------Memphis Memory Gardens, Inc.-----------------------------------------TEXAS SCI Funeral Services, Inc. (Iowa Corp) Texas subsidiaries Equity Corporation International of Texas----------------------------------JPH Properties, Inc.-------------------------------------------------------Professional Funeral Associates, Inc.--------------------------------------SCI Texas Funeral Services, Inc. (DE Corp) Texas subsidiaries FHC Realty, Inc.-----------------------------------------------------SCI Holdings of Texas, Inc.------------------------------------------Texas Marker, L.P.---------------------------------------------------WFG Liquidation Corporation------------------------------------------SCI Special, Inc. (DE Corp) SCI Capital Corporation (DE Corp) Texas subsidiary Investment Capital Corporation---------------------------------------SCI Administrative Services, LLC (DE LLC) SCI Management L.P.-(DE LP) SCI Eastern Operations HQ Services, L.P.-----------------------SCI EOps HQ, Inc. (NY Corp) SCI Eastern Operations HQ Services, L.P.-----------------UTAH SCI Funeral Services, Inc. (Iowa Corp) Utah subsidiaries SCI Utah Funeral Services, Inc.--------------------------------------------Wasatch Land and Improvement Company---------------------------------Wasatch Lawn Cemetery Association------------------------------------VIRGINIA SCI Funeral Services, Inc. (Iowa Corp) Virginia subsidiaries Memorial Guardian Plans, Inc. (Delaware Corp) Virginia subsidiary Sentinel Security Plans, Inc.----------------------------------------SCI Virginia Funeral Services, Inc.----------------------------------------WASHINGTON SCI Funeral Services, Inc. (Iowa Corp) Washington subsidiary SCI Washington Funeral Services, 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 SCI Funeral Services, Inc. (Iowa Corp) Wisconsin subsidiary SCI Wisconsin Funeral Services, Inc.---------------------------------------100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100%

100%

1% 99%

100% 100%

100%

100% 100% 100%

100%

7
CANADA SCI International Limited (Delaware Corp.) Canada subsidiaries Service Corporation International (Canada)Limited------------------------------Can Ensure Group, Inc.-(Federal)-------------------------------------------Centre Funeraire Cote-des-Neiges Inc.-(Quebec)-----------------------------CFCDN Holdings Inc.-(Quebec)-----------------------------------------------611102 Saskatchewan Ltd.-------------------------------------------------------3056269 Nova Scotia Company----------------------------------------------------Service Corporation International Canada Funding Limited Partnership----------------------------------------------------------3056271 Nova Scotia Company----------------------------------------------------Service Corporation International Canada Funding Limited Partnership----------------------------------------------------------Simmons & McBride Ltd. (Dormant)-----------------------------------------------3052761 Canada Inc. (Dormant)--------------------------------------------------ARGENTINA SCI International Limited (Delaware Corp.) Argentina subsidiaries 100% 100% 100% 100% 100% 100% 1% 100% 99% 100% 100%

CANADA SCI International Limited (Delaware Corp.) Canada subsidiaries Service Corporation International (Canada)Limited------------------------------Can Ensure Group, Inc.-(Federal)-------------------------------------------Centre Funeraire Cote-des-Neiges Inc.-(Quebec)-----------------------------CFCDN Holdings Inc.-(Quebec)-----------------------------------------------611102 Saskatchewan Ltd.-------------------------------------------------------3056269 Nova Scotia Company----------------------------------------------------Service Corporation International Canada Funding Limited Partnership----------------------------------------------------------3056271 Nova Scotia Company----------------------------------------------------Service Corporation International Canada Funding Limited Partnership----------------------------------------------------------Simmons & McBride Ltd. (Dormant)-----------------------------------------------3052761 Canada Inc. (Dormant)--------------------------------------------------ARGENTINA SCI International Limited (Delaware Corp.) Argentina subsidiaries SCI Latin America Ltd. (Cayman Island Corp.) Argentina subsidiaries ***Jardin del Pilar SRL----------------------------------------------------*** 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 subsidiary SCIA Holdings Pty. Limited-----------------------------------------------------BELGIUM SCI International Limited (Delaware Corp.) Belgium subsidiaries Camilla Belgium N.V.----------------------------------------------------Diana Belgium N.V.------------------------------------------------------BRAZIL SCI International Limited (Delaware Corp.) Brazil subsidiary SCI Latin America Ltd. (Cayman Co.)-------------------------------------Service Corporation International Brazil Limitada-----------------CAYMAN ISLANDS SCI International Limited (Delaware Corp.) Cayman Island subsidiaries 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----------------------------------------------------Administradora Funeraria Ltda.------------------------------Cinerario Ltda.---------------------------------------------FRANCE SCI International Limited (Delaware Corp.) French subsidiaries SPFGF-------------------------------------------------------------------------Service Corporation International-Europe Continentale-------------------------100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 1% 100% 99% 100% 100%

100%

20%

100% 100%

100% 57% 100% 43% 100% 51% 49%

8
R.L.C-------------------------------------------------------OGF---------------------------------------------------GNEPF SAS---------------------------------------Avenir Funeraire Conseil------------------------S.A Constructions Cedroni Freres----------------CGPF--------------------------------------------Groupement Funeraire du Pere Lachaise-------------------------------------Societe Europeenne De Prevoyance et D'Assistance--------------------------------France Funeraire Service------------------100% 100% 100% 100% 99.33% 97.81% 64.24% 99.20% 100%

R.L.C-------------------------------------------------------OGF---------------------------------------------------GNEPF SAS---------------------------------------Avenir Funeraire Conseil------------------------S.A Constructions Cedroni Freres----------------CGPF--------------------------------------------Groupement Funeraire du Pere Lachaise-------------------------------------Societe Europeenne De Prevoyance et D'Assistance--------------------------------France Funeraire Service------------------Societe Monegasque De Thanatologie--------------Ste De Transports Thanatologiques A. Walter-----------------------------------CGSM--------------------------------------------Le CAF------------------------------------------PFSE Tunisie------------------------------------GERMANY SCI International Limited (Delaware Corp.) German subsidiaries SCI D GmbH--------------------------------------------------------------------Norddeutsche Bestattungsgesellschaft mbH--------------------------------Bestattungsinstitut Barbel Brand GmbH-----------------------------------Breidenstein Bestattungen GmbH------------------------------------------Thomas Amm GmbH---------------------------------------------------------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-------------------------------------------------PORTUGAL SCI International Limited (Delaware Corp.) Portugal subsidiaries SCI Portugal, S.A.-------------------------------------------------------------SINGAPORE SCI International Limited (Delaware Corp.) Singapore subsidiaries Singapore Casket Company PLC--------------------------------------------------------Casket Palace Company PLC------------------------------------------SPAIN SCI International Limited (Delaware Corp.) Spain subsidiaries Service Corporation International Spain----------------------------------------SWITZERLAND SCI International Limited (Delaware Corp.) Swiss subsidiaries Service Corporation International-Europe Continentale (French Corp.) Swiss subsidiaries R.L.C. (French Corp.) Swiss subsidiaries OGF (French Corp.) Swiss subsidiaries Osefi Holdings SA---------------------------------------

100% 100% 100% 100% 99.33% 97.81% 64.24% 99.20% 100% 98.79% 57.67% 99.91% 52.87% 94.00%

100% 100% 100% 100% 100%

93% 7%

100%

15%

67.57% 100%

15%

99%

9
Financiere Du Maupas SA---------------------------UNITED KINGDOM SCI International Limited (Delaware Corp.) United Kingdom subsidiaries Dignity Limited-----------------------------------------------------------URUGUAY SCI International Limited (Delaware Corp.) Uruguay subsidiaries SCI Latin America Ltd. (Cayman Island Corp.) Uruguay subsidiaries Berley SA-----------------------------------------------------------------Coral TreBol--------------------------------------------------------------Pidanol SA----------------------------------------------------------------Rensolar SA---------------------------------------------------------------95%

20%

100% 88.70% 91.17% 91.17%

Financiere Du Maupas SA---------------------------UNITED KINGDOM SCI International Limited (Delaware Corp.) United Kingdom subsidiaries Dignity Limited-----------------------------------------------------------URUGUAY SCI International Limited (Delaware Corp.) Uruguay subsidiaries SCI Latin America Ltd. (Cayman Island Corp.) Uruguay subsidiaries Berley SA-----------------------------------------------------------------Coral TreBol--------------------------------------------------------------Pidanol SA----------------------------------------------------------------Rensolar SA---------------------------------------------------------------Vigar SA-------------------------------------------------------------------

95%

20%

100% 88.70% 91.17% 91.17% 100%

10

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. 333-67800, 333-50084, 333-33101, 333-00177, 333-00179, 33-9790, 333-68683, 333-82475, 333-70983, 33-50987 and 333-91046) of Service Corporation International of our report dated March 14, 2003, relating to the financial statements and financial statement schedule, which appears in this Form 10-K. PricewaterhouseCoopers LLP Houston, Texas March 14, 2003

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, 2002 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 12th day of February, 2003.
/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 Jeffrey E.

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. 333-67800, 333-50084, 333-33101, 333-00177, 333-00179, 33-9790, 333-68683, 333-82475, 333-70983, 33-50987 and 333-91046) of Service Corporation International of our report dated March 14, 2003, relating to the financial statements and financial statement schedule, which appears in this Form 10-K. PricewaterhouseCoopers LLP Houston, Texas March 14, 2003

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, 2002 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 12th day of February, 2003.
/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 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, 2002 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 12th day of February, 2003.
/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, 2002 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 12th day of February, 2003.
/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 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, 2002 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 12th day of February, 2003.
/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 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, 2002 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 12th day of February, 2003.

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, 2002 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 12th day of February, 2003.
/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 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, 2002 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 12th day of February, 2003.
/s/ Eric D. Tanzberger ------------------------------ERIC D. TANZBERGER

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, 2002 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 12th day of February, 2003.
/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 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, 2002 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 12th day of February, 2003.
/s/ Eric D. Tanzberger ------------------------------ERIC D. TANZBERGER

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, 2002 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 12th day of February, 2003.
/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, 2002 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 12th day of February, 2003.
/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, 2002 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 12th day of February, 2003.
/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, 2002 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 12th day of February, 2003.
/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, 2002 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 12th day of February, 2003.
/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, 2002 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 12th day of February, 2003.
/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, 2002 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 12th day of February, 2003.
/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, 2002 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 12th day of February, 2003.
/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, 2002 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 12th day of February, 2003.
/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, 2002 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 12th day of February, 2003.
/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, 2002 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 12th day of February, 2003.
/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, 2002 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 12th day of February, 2003.
/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, 2002 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 12th day of February, 2003.
/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, 2002 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 12th day of February, 2003.
/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, 2002 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 12th day of February, 2003.
/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, 2002 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 12th day of February, 2003.
/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, 2002 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 12th day of February, 2003.
/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, 2002 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 12th day of February, 2003.
/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, 2002 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 12th day of February, 2003.
/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, 2002 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 12th day of February, 2003.
/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, 2002 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 12th day of February, 2003.
/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, 2002 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 12th day of February, 2003.
/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, 2002 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 12th day of February, 2003.
/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, 2002 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 12th day of February, 2003.
/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, 2002 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 12th day of February, 2003.
/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, 2002 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 12th day of February, 2003.
/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, 2002 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 12th day of February, 2003.
/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, 2002 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 12th day of February, 2003.
/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, 2002 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 12th day of February, 2003.
/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, 2002 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 12th day of February, 2003.
/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, 2002 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 12th day of February, 2003.
/s/ Edward E. Williams -------------------------------EDWARD E. WILLIAMS

EXHIBIT 99.12 ARBITRATION BEFORE THE AMERICAN ARBITRATION ASSOCIATION HOUSTON, TEXAS
) ) ) ) ) ) ) ) ) ) ) ) ) Case No. 70 Y 16800717 02

JAMES P. HUNTER, III and JAMES P. HUNTER, III FAMILY PARTNERSHIP, LTD., Claimants vs. SERVICE CORPORATION INTERNATIONAL, ROBERT L. WALTRIP, L. WILLIAM HEILIGBRODT, and GEORGE R. CHAMPAGNE,

FIRST AMENDED DEMAND FOR ARBITRATION AND COMPLAINT FOR DAMAGES

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, 2002 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 12th day of February, 2003.
/s/ Edward E. Williams -------------------------------EDWARD E. WILLIAMS

EXHIBIT 99.12 ARBITRATION BEFORE THE AMERICAN ARBITRATION ASSOCIATION HOUSTON, TEXAS
) ) ) ) ) ) ) ) ) ) ) ) ) ) ) Case No. 70 Y 16800717 02

JAMES P. HUNTER, III and JAMES P. HUNTER, III FAMILY PARTNERSHIP, LTD., Claimants vs. SERVICE CORPORATION INTERNATIONAL, ROBERT L. WALTRIP, L. WILLIAM HEILIGBRODT, and GEORGE R. CHAMPAGNE, Respondents

FIRST AMENDED DEMAND FOR ARBITRATION AND COMPLAINT FOR DAMAGES

Claimants James P. Hunter, III and James P. Hunter, III Family Partnership, Ltd., submit the following controversy for arbitration before the American Arbitration Association against Respondents Service Corporation International, Robert L. Waltrip, L. William Heiligbrodt, and George K. Champagne, and allege as follows: I. NATURE OF ACTION 1. Claimants sue for fraud and misrepresentation under Texas statutory and common law. Claimants 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. Jim Hunter also surrendered his positions as Chairman, CEO, and President of Equity and accepted instead a position as an employee and officer of SCI. As the top executive officer of Equity and its chairman, as well as one of Equity's largest shareholders, Jim Hunter's consent to the Merger was essential to its consummation. To persuade

EXHIBIT 99.12 ARBITRATION BEFORE THE AMERICAN ARBITRATION ASSOCIATION HOUSTON, TEXAS
) ) ) ) ) ) ) ) ) ) ) ) ) ) ) Case No. 70 Y 16800717 02

JAMES P. HUNTER, III and JAMES P. HUNTER, III FAMILY PARTNERSHIP, LTD., Claimants vs. SERVICE CORPORATION INTERNATIONAL, ROBERT L. WALTRIP, L. WILLIAM HEILIGBRODT, and GEORGE R. CHAMPAGNE, Respondents

FIRST AMENDED DEMAND FOR ARBITRATION AND COMPLAINT FOR DAMAGES

Claimants James P. Hunter, III and James P. Hunter, III Family Partnership, Ltd., submit the following controversy for arbitration before the American Arbitration Association against Respondents Service Corporation International, Robert L. Waltrip, L. William Heiligbrodt, and George K. Champagne, and allege as follows: I. NATURE OF ACTION 1. Claimants sue for fraud and misrepresentation under Texas statutory and common law. Claimants 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. Jim Hunter also surrendered his positions as Chairman, CEO, and President of Equity and accepted instead a position as an employee and officer of SCI. As the top executive officer of Equity and its chairman, as well as one of Equity's largest shareholders, Jim Hunter's consent to the Merger was essential to its consummation. To persuade

Jim Hunter to consent to the Merger and to accept employment by SCI, respondents 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, respondents 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, and the Texas common law of fraud, negligent misrepresentation, and conspiracy. 3. Claimants filed suit on these claims in state court in Angelina County, Texas, in November 1999. Respondents demanded that these claims be arbitrated pursuant to Section 10.6 of an Agreement and Plan of Merger by and among Service Corporation International, SCI Delaware Funeral Services, Inc., and Equity Corporation International (the Merger Agreement). The arbitration provisions of the Merger Agreement are attached as Exhibit A. 4. Paragraph 10.6(b) of the Merger Agreement provides that the arbitration shall be conducted in Houston,

Jim Hunter to consent to the Merger and to accept employment by SCI, respondents 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, respondents 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, and the Texas common law of fraud, negligent misrepresentation, and conspiracy. 3. Claimants filed suit on these claims in state court in Angelina County, Texas, in November 1999. Respondents demanded that these claims be arbitrated pursuant to Section 10.6 of an Agreement and Plan of Merger by and among Service Corporation International, SCI Delaware Funeral Services, Inc., and Equity Corporation International (the Merger Agreement). The arbitration provisions of the Merger Agreement are attached as Exhibit A. 4. Paragraph 10.6(b) of the Merger Agreement provides that the arbitration shall be conducted in Houston, Texas, pursuant to the Commercial Arbitration Rules of the American Arbitration Association in effect at the time of the arbitration, except as modified by the provisions of the Merger Agreement or the mutual agreement of the parties. III. APPOINTMENT OF CLAIMANTS' ARBITRATOR 5. Claimants appoint the Honorable Robert M. Parker as their arbitrator. Judge Parker's mailing address is 100 East Ferguson, Suite 1114, Tyler, Texas 75702. -2-

IV. PARTIES 6. Claimant Jim Hunter is a resident of Lufkin, Texas. Jim Hunter was the Chairman of the Board, President, and Chief Executive Officer of Equity from the time of its spin-off in 1990 from SCI until the Merger. Jim Hunter built Equity into the fourth largest publicly-traded 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. 7. Respondent 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. Respondent SCI is represented in this dispute by J. Clifford Gunter, III, Bracewell & Patterson, L.L.P., 711 Louisiana Street, Suite 2900, Houston, Texas 77002. Mr. Gunter has agreed and is authorized to accept service of this arbitration demand on behalf of respondent SCI. 8. Respondent Robert L. Waltrip (Waltrip) is the Chief Executive Officer and Chairman of the Board of SCI. Waltrip resides in Houston, Texas. Respondent Waltrip is represented in this dispute by J. Clifford Gunter III, Bracewell & Patterson, L.L.P., 711 Louisiana Street, Suite 2900, Houston, Texas 77002. Mr. Gunter has agreed and is authorized to accept service of this arbitration demand on behalf of respondent SCI. 9. Respondent L. William Heiligbrodt (Heiligbrodt) was the President and Chief Operating Officer of SCI front before the time he contacted Hunter on July 22,1998, to ask Hunter to consider the Merger, until February 11, 1999. Respondent Heiligbrodt is represented in this dispute by J. Clifford Gunter III, Bracewell & Patterson, L.L.P., 711 Louisiana Street, Suite 2900, Houston, Texas 77002. Mr. Gunter has agreed and is authorized to accept service of this arbitration demand on behalf of respondent SCI.

IV. PARTIES 6. Claimant Jim Hunter is a resident of Lufkin, Texas. Jim Hunter was the Chairman of the Board, President, and Chief Executive Officer of Equity from the time of its spin-off in 1990 from SCI until the Merger. Jim Hunter built Equity into the fourth largest publicly-traded 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. 7. Respondent 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. Respondent SCI is represented in this dispute by J. Clifford Gunter, III, Bracewell & Patterson, L.L.P., 711 Louisiana Street, Suite 2900, Houston, Texas 77002. Mr. Gunter has agreed and is authorized to accept service of this arbitration demand on behalf of respondent SCI. 8. Respondent Robert L. Waltrip (Waltrip) is the Chief Executive Officer and Chairman of the Board of SCI. Waltrip resides in Houston, Texas. Respondent Waltrip is represented in this dispute by J. Clifford Gunter III, Bracewell & Patterson, L.L.P., 711 Louisiana Street, Suite 2900, Houston, Texas 77002. Mr. Gunter has agreed and is authorized to accept service of this arbitration demand on behalf of respondent SCI. 9. Respondent L. William Heiligbrodt (Heiligbrodt) was the President and Chief Operating Officer of SCI front before the time he contacted Hunter on July 22,1998, to ask Hunter to consider the Merger, until February 11, 1999. Respondent Heiligbrodt is represented in this dispute by J. Clifford Gunter III, Bracewell & Patterson, L.L.P., 711 Louisiana Street, Suite 2900, Houston, Texas 77002. Mr. Gunter has agreed and is authorized to accept service of this arbitration demand on behalf of respondent SCI. -3-

10. George R. Champagne (Champagne) was the Executive Vice President and Chief Financial Officer of SCI since before July 22, 1998, until after the Merger was consummated. Respondent Champagne is represented in this dispute by J. Clifford Gunter III, Bracewell & Patterson, L.L.P., 711 Louisiana Street, Suite 2900, Houston, Texas 77002. Mr. Gunter has agreed and is authorized to accept service of this arbitration demand on behalf of respondent SCI. V. FACTS NEGOTIATION AND CLOSING OF THE MERGER AGREEMENT 11. On July 22, 1998, respondents Heiligbrodt and Waltrip contacted Jim Hunter to ask him whether Equity would be interested in being acquired by SCI. 12. Jim Hunter thought that SCI could be an attractive merger prospect for Equity in the summer of 1998. Accordingly, after defendants Heiligbrodt and Waltrip contacted Jim Hunter on July 22, 1998, Jim Hunter decided to consider a merger with SCI. 13. On July 27,1998, Heiligbrodt met with Jim Hunter. At the meeting, Heiligbrodt delivered a letter signed by defendant Waltrip urging Jim Hunter to enter into formal merger negotiations. 14. Following the July 27, 1998 meeting, Equity formally retained ABN AMRO as its financial advisor. SCI hired J. P. Morgan & Co. (Morgan). 15. SCI and Equity executed the Merger Agreement on August 6, 1998. 16. In connection with the Merger, Jim Hunter agreed to an employment agreement with SCI and its subsidiary to serve as SCI's Executive Vice President for at least three years. The employment agreement provided for a

10. George R. Champagne (Champagne) was the Executive Vice President and Chief Financial Officer of SCI since before July 22, 1998, until after the Merger was consummated. Respondent Champagne is represented in this dispute by J. Clifford Gunter III, Bracewell & Patterson, L.L.P., 711 Louisiana Street, Suite 2900, Houston, Texas 77002. Mr. Gunter has agreed and is authorized to accept service of this arbitration demand on behalf of respondent SCI. V. FACTS NEGOTIATION AND CLOSING OF THE MERGER AGREEMENT 11. On July 22, 1998, respondents Heiligbrodt and Waltrip contacted Jim Hunter to ask him whether Equity would be interested in being acquired by SCI. 12. Jim Hunter thought that SCI could be an attractive merger prospect for Equity in the summer of 1998. Accordingly, after defendants Heiligbrodt and Waltrip contacted Jim Hunter on July 22, 1998, Jim Hunter decided to consider a merger with SCI. 13. On July 27,1998, Heiligbrodt met with Jim Hunter. At the meeting, Heiligbrodt delivered a letter signed by defendant Waltrip urging Jim Hunter to enter into formal merger negotiations. 14. Following the July 27, 1998 meeting, Equity formally retained ABN AMRO as its financial advisor. SCI hired J. P. Morgan & Co. (Morgan). 15. SCI and Equity executed the Merger Agreement on August 6, 1998. 16. In connection with the Merger, Jim Hunter agreed to an employment agreement with SCI and its subsidiary to serve as SCI's Executive Vice President for at least three years. The employment agreement provided for a salary, discretionary bonuses, and other compensation to Jim Hunter. -4-

17. 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 Agreement in the event of any such development (sections 8.2(a) and 9.1 (a)(i)). Claimants 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 Jim Hunter, Equity's CEO. 18. 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 Claimants. The Prospectus explicitly stated that shareholders should rely on the information contained in and incorporated by reference in the Prospectus. 19. 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, Claimants received when the Merger closed 0.71053 shares of SCI stock for each of their shares of Equity stock, and Jim Hunter exchanged his Equity stock options for SCI stock options on the same exchange ratio. 20. The Merger closed on January 19, 1999. Through January 19, 1999, SCI did not disclose to Equity or Claimants any development that could reasonably be anticipated to be adverse to SCI's business or financial condition. Claimants reasonably believed that there had been no such adverse development up to and including January 19,1999, because they knew that SCI was required to disclose any such development to Equity, and SCI had not done so.

17. 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 Agreement in the event of any such development (sections 8.2(a) and 9.1 (a)(i)). Claimants 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 Jim Hunter, Equity's CEO. 18. 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 Claimants. The Prospectus explicitly stated that shareholders should rely on the information contained in and incorporated by reference in the Prospectus. 19. 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, Claimants received when the Merger closed 0.71053 shares of SCI stock for each of their shares of Equity stock, and Jim Hunter exchanged his Equity stock options for SCI stock options on the same exchange ratio. 20. The Merger closed on January 19, 1999. Through January 19, 1999, SCI did not disclose to Equity or Claimants any development that could reasonably be anticipated to be adverse to SCI's business or financial condition. Claimants reasonably believed that there had been no such adverse development up to and including January 19,1999, because they knew that SCI was required to disclose any such development to Equity, and SCI had not done so. -5-

SCI DISCLOSES ITS POOR RESULTS 21. 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. 22. SCI's failure to meet its earnings estimates was material information to Claimants. If Jim Hunter had known that SCI anticipated missing or had missed its earnings estimates before the Merger closed on January 19, 1999, Jim Hunter would have caused Equity 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. JIM HUNTER DISCOVERS THE FRAUD AND IS TOLD TO RESIGN 23. After SCI publicly announced its failure to meet its earning estimates on January 26, 1999, SCI's CFO, respondent George Champagne, acknowledged to Jim Hunter that SCI had known before the Merger closed that SCI would substantially miss its earnings estimates. 24. In addition, after the January 26, 1999 announcement, an employee of SCI's auditor, PricewaterhouseCoopers told Jim Hunter that PricewaterhouseCoopers 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. 25. In late February or early March, 1999, Jim Hunter was asked to attend a meeting in which counsel for SCI asked for Jim Hunter's reaction to the statement that "our investigation has shown that senior management of SCI had no knowledge of the impending earnings shortfall." Jim Hunter responded that the statement was ludicrous. -6-

SCI DISCLOSES ITS POOR RESULTS 21. 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. 22. SCI's failure to meet its earnings estimates was material information to Claimants. If Jim Hunter had known that SCI anticipated missing or had missed its earnings estimates before the Merger closed on January 19, 1999, Jim Hunter would have caused Equity 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. JIM HUNTER DISCOVERS THE FRAUD AND IS TOLD TO RESIGN 23. After SCI publicly announced its failure to meet its earning estimates on January 26, 1999, SCI's CFO, respondent George Champagne, acknowledged to Jim Hunter that SCI had known before the Merger closed that SCI would substantially miss its earnings estimates. 24. In addition, after the January 26, 1999 announcement, an employee of SCI's auditor, PricewaterhouseCoopers told Jim Hunter that PricewaterhouseCoopers 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. 25. In late February or early March, 1999, Jim Hunter was asked to attend a meeting in which counsel for SCI asked for Jim Hunter's reaction to the statement that "our investigation has shown that senior management of SCI had no knowledge of the impending earnings shortfall." Jim Hunter responded that the statement was ludicrous. -6-

26. Two days later, defendant Waltrip advised Jim Hunter that there was no longer any place for him in the SCI organization. Accordingly, Jim Hunter resigned as an officer of SCI and entered into an amendment of his employment agreement with SCI. Pursuant to the amendment, the term of the employment agreement was limited, Jim Hunter's duties were restricted, and Jim Hunter's eligibility to earn bonus payments was constrained. CAUSES OF ACTION COUNT I TEXAS SECURITIES ACT, ART. 581-33 27. Claimants repeat and reallege each allegation contained above. 28. Claimants bring this Count under the Texas Securities Act, Art. 58l-33A, B, and C. 29. SCI offered to buy from claimants their Equity shares, and to sell to claimants 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. 30. SCI was the issuer for the SCI shares sold to claimants 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. 31. Claimants had no knowledge of the misrepresentations or omissions at the time of the Merger when they sold their Equity shares and purchased SCI shares.

26. Two days later, defendant Waltrip advised Jim Hunter that there was no longer any place for him in the SCI organization. Accordingly, Jim Hunter resigned as an officer of SCI and entered into an amendment of his employment agreement with SCI. Pursuant to the amendment, the term of the employment agreement was limited, Jim Hunter's duties were restricted, and Jim Hunter's eligibility to earn bonus payments was constrained. CAUSES OF ACTION COUNT I TEXAS SECURITIES ACT, ART. 581-33 27. Claimants repeat and reallege each allegation contained above. 28. Claimants bring this Count under the Texas Securities Act, Art. 58l-33A, B, and C. 29. SCI offered to buy from claimants their Equity shares, and to sell to claimants 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. 30. SCI was the issuer for the SCI shares sold to claimants 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. 31. Claimants had no knowledge of the misrepresentations or omissions at the time of the Merger when they sold their Equity shares and purchased SCI shares. 32. Each of the respondents had knowledge of the misrepresentations and omissions or in the exercise of reasonable care would have known of the untruths or omissions. -7-

33. Each of the individual respondents 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. 34. Pursuant to art. 581-33 D, claimants hereby tender their SCI shares and options and seeks recovery of the value of the Equity shares and options they surrendered upon the Merger, with any offsets as provided under the statute. 35. Claimants also seek costs and reasonable attorney's fees. COUNT II TEXAS BUSINESS & COMMERCE CODE SECTION 27.01 36. Claimants repeat and reallege each allegation contained above. 37. Claimants bring this Count for fraud in a transaction involving stock in a corporation under Tex. Bus. & Comm. Code Section 27.01. 38. Respondents 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. 39. Respondents made the material misrepresentations with the intent to induce Jim Hunter to refrain from terminating the Merger Agreement and to cause Equity to consummate the Merger after the shareholder approval.

33. Each of the individual respondents 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. 34. Pursuant to art. 581-33 D, claimants hereby tender their SCI shares and options and seeks recovery of the value of the Equity shares and options they surrendered upon the Merger, with any offsets as provided under the statute. 35. Claimants also seek costs and reasonable attorney's fees. COUNT II TEXAS BUSINESS & COMMERCE CODE SECTION 27.01 36. Claimants repeat and reallege each allegation contained above. 37. Claimants bring this Count for fraud in a transaction involving stock in a corporation under Tex. Bus. & Comm. Code Section 27.01. 38. Respondents 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. 39. Respondents made the material misrepresentations with the intent to induce Jim Hunter to refrain from terminating the Merger Agreement and to cause Equity to consummate the Merger after the shareholder approval. 40. Claimants relied on the material misrepresentations. 41. Claimants had no knowledge of the falsity of respondents' material misrepresentations. 42. As persons who made material false representations to claimants in violation of Section 27.01(a), SCI and the individual respondents are liable to claimants for actual damages under -8-

Section 27.01(b). Claimants' actual damages include their loss on the value of their Equity stock and options as well as Jim Hunter's diminished compensation as an employee of SCI. 43. Because respondents had actual awareness of the falsity of their material misrepresentations, they are liable to claimants for exemplary damages under Section 27.01(c). 44. Respondents are liable to claimants 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 45. Claimants repeat and reallege each allegation contained above. 46. Respondents made the material misrepresentations described above. In addition, respondents 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 Hunter, and the failure to do so constituted a material omission and a continuing misrepresentation that it had not suffered any adverse development. 47. Respondents 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

Section 27.01(b). Claimants' actual damages include their loss on the value of their Equity stock and options as well as Jim Hunter's diminished compensation as an employee of SCI. 43. Because respondents had actual awareness of the falsity of their material misrepresentations, they are liable to claimants for exemplary damages under Section 27.01(c). 44. Respondents are liable to claimants 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 45. Claimants repeat and reallege each allegation contained above. 46. Respondents made the material misrepresentations described above. In addition, respondents 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 Hunter, and the failure to do so constituted a material omission and a continuing misrepresentation that it had not suffered any adverse development. 47. Respondents 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. 48. Respondents intended that claimants rely on the material misrepresentations. 49. Claimants did rely on respondents' material misrepresentations. 50. As result of the respondents' fraud, claimants suffered injury. Claimants' actual damages include their loss on the value of their Equity stock and options as well as Jim Hunter's diminished compensation as an employee of SCI. Respondents are liable to claimants for actual damages. -9-

51. Respondents willfully and intentionally defrauded claimants and so are liable to them for exemplary damages. COUNT IV NEGLIGENT MISREPRESENTATION 52. Claimants repeat and reallege each allegation contained above. 53. Respondents provided false information to Hunter in the course of their business or in a transaction in which they had a pecuniary interest. 54. Respondents provided the false information for the guidance of claimants in claimants' business. 55. Respondents did not exercise reasonable care or competence in obtaining or communicating the information to claimants. 56. As a result of respondents' negligent misrepresentations, claimants suffered damages. Claimants' actual damages include their loss on the value of their Equity stock and options as well as Jim Hunter's diminished compensation as an employee of SCI. WHEREFORE, claimants pray for relief and judgment, as follows:

51. Respondents willfully and intentionally defrauded claimants and so are liable to them for exemplary damages. COUNT IV NEGLIGENT MISREPRESENTATION 52. Claimants repeat and reallege each allegation contained above. 53. Respondents provided false information to Hunter in the course of their business or in a transaction in which they had a pecuniary interest. 54. Respondents provided the false information for the guidance of claimants in claimants' business. 55. Respondents did not exercise reasonable care or competence in obtaining or communicating the information to claimants. 56. As a result of respondents' negligent misrepresentations, claimants suffered damages. Claimants' actual damages include their loss on the value of their Equity stock and options as well as Jim Hunter's diminished compensation as an employee of SCI. WHEREFORE, claimants pray for relief and judgment, as follows: o Compensatory damages against all respondents, jointly and severally; o Exemplary damages against all respondents; o Interest on damages in accordance with law; o Claimants' reasonable and necessary costs (including reasonable and necessary attorney's fees); o Expert witness fees; o Costs of copies of depositions; and o Such other and further relief as the arbitration panel may deem just and prosper. -10DATED: 1/24/03 ------Respectfully submitted,

SUSMAN GODFREY L.L.P.

By:

/s/ MARK L.D. WAWRO --------------------------------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 Fax: (713) 654-6666 Attorneys for Claimants

OF COUNSEL: George Chandler Law Offices of George Chandler 207 East Frank Street #105

DATED: 1/24/03 -------

Respectfully submitted,

SUSMAN GODFREY L.L.P.

By:

/s/ MARK L.D. WAWRO --------------------------------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 Fax: (713) 654-6666 Attorneys for Claimants

OF COUNSEL: George Chandler Law Offices of George Chandler 207 East Frank Street #105 Lufkin, Texas 75902 Telephone: (936) 632-7778 Fax: (936) 632-1304

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EXHIBIT 99.14 EXECUTION COPY AMENDMENT NO. 1 dated as of December 6, 2002 (this "Amendment") to the Credit Agreement dated as of July 24, 2002 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among SERVICE CORPORATION INTERNATIONAL, a Texas corporation (the "Borrower"), the financial institutions from time to time party thereto (the "Lenders"), JPMORGAN CHASE BANK, as Administrative Agent for the Lenders (in such capacity, the "Administrative Agent") and as Collateral Agent for the Lenders, BANK OF AMERICA, N.A., as Syndication Agent for the Lenders, and CREDIT LYONNAIS NEW YORK BRANCH, LEHMAN COMMERCIAL PAPER INC. and MERRILL LYNCH CAPITAL CORPORATION, as Co- Documentation Agents for the Lenders. WHEREAS, the Borrower has requested that the Lenders amend certain provisions of the Credit Agreement; and WHEREAS, the undersigned Lenders are willing to agree to such amendments, on the terms, subject to the conditions and to the extent set forth herein; NOW, THEREFORE, in consideration of the above premises, the agreements, provisions and covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree, on the terms and subject to the conditions set forth herein, as follows: SECTION 1. Definitions; References. Unless otherwise specifically defined herein, each capitalized term used herein but not defined herein which is defined in the Credit Agreement shall have the meaning assigned to such term in the Credit Agreement. SECTION 2. Amendment of Credit Agreement. Pursuant to Section 9.02 of the Credit Agreement, effective as of the Effective Date (as defined in Section 4 hereof), the Credit Agreement is hereby amended as follows:

EXHIBIT 99.14 EXECUTION COPY AMENDMENT NO. 1 dated as of December 6, 2002 (this "Amendment") to the Credit Agreement dated as of July 24, 2002 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among SERVICE CORPORATION INTERNATIONAL, a Texas corporation (the "Borrower"), the financial institutions from time to time party thereto (the "Lenders"), JPMORGAN CHASE BANK, as Administrative Agent for the Lenders (in such capacity, the "Administrative Agent") and as Collateral Agent for the Lenders, BANK OF AMERICA, N.A., as Syndication Agent for the Lenders, and CREDIT LYONNAIS NEW YORK BRANCH, LEHMAN COMMERCIAL PAPER INC. and MERRILL LYNCH CAPITAL CORPORATION, as Co- Documentation Agents for the Lenders. WHEREAS, the Borrower has requested that the Lenders amend certain provisions of the Credit Agreement; and WHEREAS, the undersigned Lenders are willing to agree to such amendments, on the terms, subject to the conditions and to the extent set forth herein; NOW, THEREFORE, in consideration of the above premises, the agreements, provisions and covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree, on the terms and subject to the conditions set forth herein, as follows: SECTION 1. Definitions; References. Unless otherwise specifically defined herein, each capitalized term used herein but not defined herein which is defined in the Credit Agreement shall have the meaning assigned to such term in the Credit Agreement. SECTION 2. Amendment of Credit Agreement. Pursuant to Section 9.02 of the Credit Agreement, effective as of the Effective Date (as defined in Section 4 hereof), the Credit Agreement is hereby amended as follows: (a) Amendment of Section 6.02. Section 6.02 of the Credit Agreement is amended by deleting the word "and" at the end of clause (f) thereof, replacing the period at the end of clause (g) thereof with "; and" and inserting a new clause (h) as follows: "(h) the Lien granted by SCI International Limited on the (pound) 14,823,529 unsecured fixed rate note of Dignity Holdings Limited ("Dignity") dated

2 February 11, 2002 to the collateral agent under the Credit Agreement dated on or about December 20, 2002, among Dignity, the lenders party thereto and J.P. Morgan Europe Limited, as administrative agent and collateral agent for the lenders thereunder." (b) Amendment of Section 6.05. Section 6.05 of the Credit Agreement is amended by deleting the word "and" at the end of clause (l) thereof, replacing the period at the end of clause (m) thereof with "; and" and inserting a new clause (n) as follows: "(n) the Guarantee by OGF Societe Anonyme of obligations of Courtage d'Assurance Funeraire Societe Anonyme pertaining to certain previously issued capitalization bonds of Auxia, Societe Anonyme; provided, however, that the amount of obligations guaranteed by OGF Societe Anonyme pursuant to this clause (n) shall not exceed (euro) 15,000,000 in the aggregate."

2 February 11, 2002 to the collateral agent under the Credit Agreement dated on or about December 20, 2002, among Dignity, the lenders party thereto and J.P. Morgan Europe Limited, as administrative agent and collateral agent for the lenders thereunder." (b) Amendment of Section 6.05. Section 6.05 of the Credit Agreement is amended by deleting the word "and" at the end of clause (l) thereof, replacing the period at the end of clause (m) thereof with "; and" and inserting a new clause (n) as follows: "(n) the Guarantee by OGF Societe Anonyme of obligations of Courtage d'Assurance Funeraire Societe Anonyme pertaining to certain previously issued capitalization bonds of Auxia, Societe Anonyme; provided, however, that the amount of obligations guaranteed by OGF Societe Anonyme pursuant to this clause (n) shall not exceed (euro) 15,000,000 in the aggregate." SECTION 3. Representations and Warranties. To induce the other parties hereto to enter into this Amendment, the Borrower represents to each of the Lenders and the Administrative Agent that, as of the Effective Date: (a) after giving effect to this Amendment, the representations and warranties of the Loan Parties set forth in the Loan Documents are true and correct with the same effect as if made on the Effective Date, except for representations and warranties that expressly relate to an earlier date, which representations and warranties were true and correct as of such earlier date; (b) after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing under the Credit Agreement; and (c) this Amendment has been duly executed and delivered by the Borrower and constitutes a legal, valid and binding obligation the Borrower, enforceable against it in accordance with its terms. SECTION 4. Conditions to Effectiveness. This Amendment shall become effective on the date (the "Effective Date") upon which each of the following conditions is satisfied: (a) The Administrative Agent shall have received counterparts of this Amendment that, when taken together, bear the signatures of the Borrower and the Required Lenders.

3 (b) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming that (i) the representations and warranties of the Loan Parties set forth in the Credit Agreement, as amended by this Amendment, and the other Loan Documents are true and correct as of the Effective Date, except for representations and warranties that expressly relate to an earlier date, which representations and warranties were true and correct as of such earlier date, (ii) each Loan Party is in compliance with all the terms and provisions set forth in the Credit Agreement, as amended by this Amendment, and each other Loan Document on its part to be observed or performed and (iii) after giving effect to this Amendment on the Effective Date, no Default or Event of Default shall have occurred and be continuing under the Credit Agreement. (c) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses (including fees, charges and disbursements of counsel) required to be reimbursed or paid by the Borrower under the Loan Documents. SECTION 5. Effect of Amendment. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, amend, or otherwise affect the rights and remedies of the Lenders or the Administrative Agent under the Credit Agreement or any other Loan Document and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all

3 (b) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming that (i) the representations and warranties of the Loan Parties set forth in the Credit Agreement, as amended by this Amendment, and the other Loan Documents are true and correct as of the Effective Date, except for representations and warranties that expressly relate to an earlier date, which representations and warranties were true and correct as of such earlier date, (ii) each Loan Party is in compliance with all the terms and provisions set forth in the Credit Agreement, as amended by this Amendment, and each other Loan Document on its part to be observed or performed and (iii) after giving effect to this Amendment on the Effective Date, no Default or Event of Default shall have occurred and be continuing under the Credit Agreement. (c) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses (including fees, charges and disbursements of counsel) required to be reimbursed or paid by the Borrower under the Loan Documents. SECTION 5. Effect of Amendment. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, amend, or otherwise affect the rights and remedies of the Lenders or the Administrative Agent under the Credit Agreement or any other Loan Document and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Borrower or any other Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply and be effective with respect to the matters expressly referred to herein. After the Effective Date, any reference to the Credit Agreement shall mean the Credit Agreement, as modified hereby. This Amendment shall constitute a "Loan Document" for all purposes under the Credit Agreement and each other Loan Document. SECTION 6. APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. SECTION 7. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original but all of which when taken together shall

4 constitute but one and the same instrument. Delivery of an executed signature page of this Amendment by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof. SECTION 8. Costs and Expenses. The Borrower agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses in connection with this Amendment, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent. SECTION 9. Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof. [The remainder of this page intentionally left blank]

5 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first written above. SERVICE CORPORATION

4 constitute but one and the same instrument. Delivery of an executed signature page of this Amendment by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof. SECTION 8. Costs and Expenses. The Borrower agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses in connection with this Amendment, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent. SECTION 9. Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof. [The remainder of this page intentionally left blank]

5 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first written above. SERVICE CORPORATION INTERNATIONAL, by: Name:

Title: JPMORGAN CHASE BANK, individually and as Administrative Agent, by: Name:

Title: BANK OF AMERICA, N.A., by: Name:

Title: CREDIT LYONNAIS NEW YORK BRANCH, by: Name:

Title:

5 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first written above. SERVICE CORPORATION INTERNATIONAL, by: Name:

Title: JPMORGAN CHASE BANK, individually and as Administrative Agent, by: Name:

Title: BANK OF AMERICA, N.A., by: Name:

Title: CREDIT LYONNAIS NEW YORK BRANCH, by: Name:

Title:

6 LEHMAN COMMERCIAL PAPER INC., by: Name:

Title: MERRILL LYNCH CAPITAL, CORPORATION,

6 LEHMAN COMMERCIAL PAPER INC., by: Name:

Title: MERRILL LYNCH CAPITAL, CORPORATION, by: Name:

Title:

EXHIBIT 99.15 Certification of Periodic Financial Reports I, Robert L. Waltrip, of Service Corporation International, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) the Report on Form 10-K for the period ended December 31, 2002 (the "Report") which this statement accompanies fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Service Corporation International.
Dated: March 17, 2003

/s/ Robert L. Waltrip -----------------------------Robert L. Waltrip Chairman of the Board and Chief Executive Officer

EXHIBIT 99.16 Certification of Periodic Financial Reports I, Jeffrey E. Curtiss, of Service Corporation International, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) the Report on Form 10-K for the period ended December 31, 2002 (the "Report") which this statement accompanies fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and

EXHIBIT 99.15 Certification of Periodic Financial Reports I, Robert L. Waltrip, of Service Corporation International, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) the Report on Form 10-K for the period ended December 31, 2002 (the "Report") which this statement accompanies fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Service Corporation International.
Dated: March 17, 2003

/s/ Robert L. Waltrip -----------------------------Robert L. Waltrip Chairman of the Board and Chief Executive Officer

EXHIBIT 99.16 Certification of Periodic Financial Reports I, Jeffrey E. Curtiss, of Service Corporation International, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) the Report on Form 10-K for the period ended December 31, 2002 (the "Report") which this statement accompanies fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Service Corporation International.
Dated: March 17, 2003

/s/ Jeffrey E. Curtiss ----------------------------Jeffrey E. Curtiss Senior Vice President Chief Financial Officer and Treasurer

EXHIBIT 99.16 Certification of Periodic Financial Reports I, Jeffrey E. Curtiss, of Service Corporation International, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) the Report on Form 10-K for the period ended December 31, 2002 (the "Report") which this statement accompanies fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Service Corporation International.
Dated: March 17, 2003

/s/ Jeffrey E. Curtiss ----------------------------Jeffrey E. Curtiss Senior Vice President Chief Financial Officer and Treasurer