-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JNl1LJdRMXUutIPdHi1SL1Okp9wahFJp1QiCo82cBKueovytftFEH7iZ76355o7V 1NzyARCGhMM154/oUtLJ4g== 0000950129-97-003135.txt : 19970808 0000950129-97-003135.hdr.sgml : 19970808 ACCESSION NUMBER: 0000950129-97-003135 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19970807 EFFECTIVENESS DATE: 19970807 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SERVICE CORPORATION INTERNATIONAL CENTRAL INDEX KEY: 0000089089 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200] IRS NUMBER: 741488375 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-33101 FILM NUMBER: 97653287 BUSINESS ADDRESS: STREET 1: 1929 ALLEN PKWY STREET 2: P O BOX 130548 CITY: HOUSTON STATE: TX ZIP: 77219 BUSINESS PHONE: 7135225141 MAIL ADDRESS: STREET 1: P O BOX 130548 CITY: HOUSTON STATE: TX ZIP: 77219-0548 S-8 1 SERVICE CORPORATION INTERNATIONAL 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 7, 1997 REGISTRATION NO. 333 - _______________ ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SERVICE CORPORATION INTERNATIONAL (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Texas 74-1488375 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 1929 Allen Parkway, Houston, Texas 77019 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) SERVICE CORPORATION INTERNATIONAL 1996 NONQUALIFIED INCENTIVE PLAN (FULL TITLE OF THE PLAN) James M. Shelger Senior Vice President Service Corporation International 1929 Allen Parkway Houston, Texas 77019 (NAME AND ADDRESS OF AGENT FOR SERVICE) (713) 522-5141 (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) CALCULATION OF REGISTRATION FEE
============================================================================================================ PROPOSED AMOUNT MAXIMUM PROPOSED MAXIMUM TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE AMOUNT OF TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) REGISTRATION FEE - ------------------------------------------------------------------------------------------------------------ COMMON STOCK, $1.00 PER SHARE PAR VALUE ("COMMON STOCK") 4,000,000(3) $33.28125 $128,701,439.93 $39,001 ============================================================================================================
(1) Represents the maximum number of shares of Common Stock of the Registrant which could be purchased upon exercise of all awards which are now outstanding or which may hereafter be granted under the Service Corporation International 1996 Nonqualified Incentive Plan. (2) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) and (h), based on the option exercise prices of options to acquire 1,020,475 shares of Common Stock which have been previously granted under the Service Corporation International 1996 Nonqualified Incentive Plan, and the average of the high and low prices reported by the New York Stock Exchange on August 4, 1997 with respect to 2,979,525 shares of Common Stock as to which awards have not been granted as of the date of filing this Registration Statement. (3) There are also registered hereunder (i) the preferred share purchase rights associated with the shares of Common Stock being registered ("Rights"), and (ii) the resale of any such shares and Rights by persons who may be deemed affiliates of the Company pursuant to the provisions of Form S-8. ================================================================================ 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents are hereby incorporated by reference in this Registration Statement: (i) The Company's Annual Report on Form 10-K for the year ended December 31, 1996; (ii) The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1997; (iii) The Company's Current Report on Form 8-K dated January 8, 1997; (iv) The Company's Current Report on Form 8-K dated April 15, 1997; (v) The description of the Common Stock set forth under the caption "Description of Securities to be Registered-- Capital Stock" in the Form 8 Amendment No. 3, dated September 15, 1982, to the Company's Registrant Statement on Form 8- A; and (vi) The description of the Company's preferred share purchase rights contained in the Company's Registration Statement on Form 8-A dated July 26, 1988, as amended by Amendment No. 1 thereto filed under cover of Form 8 and dated May 11, 1990. All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of the filing of such documents. ITEM 4. DESCRIPTION OF SECURITIES. A description of the Common Stock is incorporated by reference pursuant to paragraphs (v) and (vi) above. The Company's authorized capital consists of 500,000,000 shares of Common Stock and 1,000,000 shares of preferred stock, $1.00 par value. As of June 30, 1997, there were 251,468,703 shares of Common Stock outstanding and no shares of preferred stock outstanding. The transfer agent and registrar for the Common Stock is Harris Trust and Savings Bank. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Article 2.02-1 of the Texas Business Corporation Act provides that any director or officer of a Texas corporation may be indemnified against judgments, penalties, fines, settlements and reasonable expenses actually incurred by him in connection with or in defending any action, suit or proceeding in which he is or is threatened to be made a named defendant by reason of his position as director or officer, provided that he conducted himself in good faith and reasonably believed that, in the case of conduct in his official capacity as director or officer, such conduct was in the corporation's best interests, or, in all other cases, that such conduct was not opposed to the corporation's best interests. In the case of any criminal proceeding, a director or officer may be indemnified only if he had no reasonable cause to believe his conduct was unlawful. If a director or officer is wholly successful, on the merits or otherwise, in connection with such a proceeding, such indemnification is mandatory. 3 Under the registrant's Restated Articles of Incorporation, as amended (the "Articles of Incorporation"), no director of the registrant will be liable to the registrant or any of its shareholders for monetary damages for an act or omission in the director's capacity as a director, except for liability (i) for any breach of the director's duty of loyalty to the registrant or its shareholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) for any transaction for which the director received an improper benefit, whether or not the benefit resulted from action taken within the scope of the director's office, (iv) for acts or omissions for which the liability of a director is expressly provided by statute, or (v) for acts related to an unlawful stock repurchase or dividend payment. The Articles of Incorporation further provide that, if the statutes of Texas are amended to further limit the liability of a director, then the liability of the registrant's directors will be limited to the fullest extent permitted by any such provision. The registrant's by-laws provide for indemnification of officers and directors of the registrant and persons serving at the request of the registrant in such capacities for other business organizations against certain losses, costs, liabilities and expenses incurred by reason of their positions with the registrant or such other business organizations. The registrant also has policies insuring its officers and directors against certain liabilities for actions taken in such capacities, including liabilities under the Securities Act of 1933, as amended (the "Securities Act"). ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS.
Exhibit No. Exhibit - ----------- ------- *4.1 Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to Registration Statement No. 333-10867 on Form S-3). *4.2 Bylaws, as amended (incorporated by reference to Exhibit 3.7 to Form 10-K for the fiscal year ended December 31, 1991). *4.3 Rights Agreement, dated as of July 18, 1988, between the registrant and Texas Commerce Bank National Association ("TCBNA") (incorporated by reference to Exhibit 1 to Form 8-K dated July 18, 1988). *4.4 Amendment dated as of May 10, 1990, to the Rights Agreement, dated as of July 18, 1988, between the registrant and TCBNA (incorporated by reference to Exhibit 1 to Form 8-K dated May 10, 1990). *4.5 Agreement appointing a Successor Rights Agent under Rights Agreement dated June 1, 1990, among the registrant, TCBNA and Ameritrust Company National Association (incorporated by reference to Exhibit 4.1 to Form 10-Q for the quarter ended June 30, 1990). *4.6 Articles of Amendment to Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to Form 10-Q for the fiscal quarter ended September 30, 1996). 5.1 Opinion of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P. regarding legality of common stock being issued. 23.1 Consent of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P. (contained in opinion in Exhibit 5.1). 23.2 Consent of Independent Accountants (Coopers & Lybrand L.L.P.). 24.1 Powers of Attorney 99.1 1996 Nonqualified Incentive Plan
- ------------ * Incorporated by reference as indicated 4 ITEM 9. UNDERTAKINGS. The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on this 7th day of August, 1997. SERVICE CORPORATION INTERNATIONAL By: /s/ JAMES M. SHELGER --------------------------------------- JAMES M. SHELGER, SENIOR VICE PRESIDENT GENERAL COUNSEL AND SECRETARY Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signatures Title Date ---------- ----- ---- * Chairman of the Board and Chief August 7, 1997 - ------------------------------------ Executive Officer (R. L. WALTRIP) (Principal Executive Officer) * Senior Vice President and Chief August 7, 1997 - ------------------------------------ Financial Officer (Principal (GEORGE R. CHAMPAGNE) Financial Officer) * Corporate Controller of August 7, 1997 - ------------------------------------ SCI Management (WESLEY T. MCRAE) Corporation, a subsidiary of the Registrant (Principal Accounting Officer) * Director August 7, 1997 - ------------------------------------ (ANTHONY L. COEHLO) * Director August 7, 1997 - ------------------------------------ (DOUGLAS M. CONWAY) * Director August 7, 1997 - ------------------------------------ (JACK FINKELSTEIN) * Director August 7, 1997 - ------------------------------------ (A.J. FOYT, JR.) * Director August 7, 1997 - ------------------------------------ (JAMES J. GAVIN JR.) * Director August 7, 1997 - ------------------------------------ (JAMES H. GREER) * Director August 7, 1997 - ------------------------------------ (L. WILLIAM HEILIGBRODT) * Director August 7, 1997 - ------------------------------------ (B.D. HUNTER)
6 * Director August 7, 1997 - ------------------------------------ (JOHN W. MECOM, JR.) * Director August 7, 1997 - ------------------------------------ (CLIFTON H. MORRIS, JR.) * Director August 7, 1997 - ------------------------------------ (E. H. THORNTON, JR. * Director August 7, 1997 - ------------------------------------ (W. BLAIR WALTRIP) * Director August 7, 1997 - ------------------------------------ (EDWARD E. WILLIAMS)
* By his signature below, James M. Shelger, pursuant to duly executed powers of attorney filed with the Securities and Exchange Commission, has signed this registration statement on the date indicated on behalf of the persons listed above, designated by asterisks, in the capacities set forth opposite their respective names. *By: /s/ JAMES M. SHELGER ------------------------------- James M. Shelger Attorney-in-Fact 7 EXHIBIT INDEX
Exhibit No. Exhibit - ----------- ------- *4.1 Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to Registration Statement No. 333-10867 on Form S-3). *4.2 Bylaws, as amended (incorporated by reference to Exhibit 3.7 to Form 10-K for the fiscal year ended December 31, 1991). *4.3 Rights Agreement, dated as of July 18, 1988, between the registrant and Texas Commerce Bank National Association ("TCBNA") (incorporated by reference to Exhibit 1 to Form 8-K dated July 18, 1988). *4.4 Amendment dated as of May 10, 1990, to the Rights Agreement, dated as of July 18, 1988, between the registrant and TCBNA (incorporated by reference to Exhibit 1 to Form 8-K dated May 10, 1990). *4.5 Agreement appointing a Successor Rights Agent under Rights Agreement dated June 1, 1990, among the registrant, TCBNA and Ameritrust Company National Association (incorporated by reference to Exhibit 4.1 to Form 10-Q for the quarter ended June 30, 1990). *4.6 Articles of Amendment to Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to Form 10-Q for the fiscal quarter September 30, 1996). 5.1 Opinion of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P. regarding legality of common stock being issued. 23.1 Consent of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P. (contained in opinion in Exhibit 5.1). 23.2 Consent of Independent Accountants (Coopers & Lybrand L.L.P.). 24.1 Powers of Attorney 99.1 1996 Nonqualified Incentive Plan
- ------------ * Incorporated by reference as indicated EX-5.1 2 OPINION OF LIDDELL, SAPP, ZIVLEY, HILL & LABOON 1 EXHIBIT 5.1 August 7, 1997 Service Corporation International 1929 Allen Parkway Houston, Texas 77019 Ladies and Gentlemen: We have acted as counsel for Service Corporation International, a Texas corporation (the "Company") in connection with the registration, pursuant to a Registration Statement on Form S-8 being filed with the Securities and Exchange Commission (the "Registration Statement") under the Securities Act of 1933, as amended, of the offering and sale to certain employees of the Company of up to 4,000,000 shares of the Company's common stock, par value $1.00 per share (the "Common Stock"), which may be issued upon the exercise of certain options (the "Options") granted under the Company's 1996 Nonqualified Incentive Plan ("the Plan"). Capitalized terms not defined herein shall have the meanings given to them under the Plan. In our capacity as counsel for the Company, we have examined the corporate documents of the Company, including its Restated Articles of Incorporation, its Bylaws, as amended, and resolutions adopted by its board of directors and committees thereof. We have also examined the Registration Statement, together with the exhibits thereto, and such other documents which we have deemed necessary for the purposes of the expressing the opinion contained herein. We have relied on representations made by and certificates of the officers of the Company and public officials with respect to certain facts material to our opinion. We have made no independent investigation regarding such representations and certificates. Based upon the foregoing, we are of the opinion that when the Options have been duly exercised in accordance with their respective terms, the Common Stock issued thereupon will be validly issued, fully paid and nonassessable. 2 Service Corporation International August 7, 1997 Page 2 We hereby consent to the filing of this opinion as an exhibit to the Registration Statement Very truly yours, /s/ Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P. EX-23.2 3 CONSENT OF COOPERS & LYBRAND L.L.P. 1 EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report, dated March 21, 1997, on our audits of the consolidated financial statements and financial statement schedule of Service Corporation International as of December 31, 1996 and 1995, and for each of the three years in the period ended December 31, 1996, which report is included in the Annual Report on Form 10-K for the year ended December 31 1996. /s/ COOPERS & LYBRAND L.L.P. Houston, Texas August 7, 1997 EX-24.1 4 POWERS OF ATTORNEY 1 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 George R. Champagne and James M. Shelger his true and lawful attorneys and agents (each with authority to act alone), to do any and all acts and things and to execute any and all instruments which said attorneys and agents deem necessary or advisable: (i) to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations, and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the said Securities Act of the offering, sale and delivery of certain securities of said corporation as set forth below (the "Securities"), including specifically, but without limiting the generality of the foregoing, the 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 Registration Statements or to any amendments (including post-effective amendments) thereto filed with the Securities and Exchange Commission in respect of said Securities, and to any instrument or document filed as part of, as an exhibit to or in connection with said Registration Statements or amendments; and (ii) to register or qualify said Securities for sale and to register or license the Company as a broker or dealer in said Securities under the securities or Blue Sky laws of all such States as may be necessary or appropriate to permit therein the offering and sale of said Securities as contemplated by said Registration Statements, including specifically, without limitation, the 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 any application, statement, petition, prospectus, notice or other instrument or document, or to any amendment thereto, or to any exhibit filed as a part thereof or in connection therewith, which is required to be signed by the undersigned and to be filed with the public authority or authorities administering said Securities or Blue Sky laws for the purpose of so registering or qualifying said Securities or registering or licensing the Company, 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. The Securities of the Company covered by this power of attorney are: (i) Common Stock, par value $1.00 per share ("Common Stock"), of the Company and the related Series C Junior Participating Preferred Stock Rights ("Rights"), including without limitation Common Stock of the Company which may be issued upon conversion of any securities of the Company or any of its subsidiaries; (ii) Common Stock (including any associated Rights) which may be issued under the Company's 1993 Long-Term Incentive Stock Option Plan, the Company's Amended 1987 Stock Plan, the Company's 1995 Stock Plan for Non-Employee Directors, the Company's 1986 Stock Option Plan, the Company's 1995 Incentive Equity Plan, the Company's 1996 Incentive Plan, the Company's 1996 Nonqualified Incentive Plan, the Company's Employee Stock Purchase Plan, and any other stock or option plans; 2 (iii) Common Stock (including any associated Rights), convertible debentures of the Company, debt securities of the Company and of any subsidiary of the Company, and guarantees of promissory notes of subsidiaries of the Company which may be offered and issued by the Company from time to time in the acquisition of other businesses or properties; (iv) Debt securities of the Company consisting of debentures (whether senior, senior subordinated or subordinated), notes and/or other unsecured evidences of indebtedness; (v) Preferred stock, par value $1.00 per share, of the Company and depositary shares and receipts representing fractional shares of such stock; (vi) Warrants to acquire Common Stock (including any associated Rights) of the Company; (vii) Debt or equity securities of any subsidiary of the Company, including securities convertible into Common Stock (including any associated Rights) of the Company; and (viii) Guarantees by the Company of any debt or equity securities of any subsidiary of the Company. IN WITNESS WHEREOF, the undersigned has subscribed these presents this 13th day of February, 1997. /s/ R. L. Waltrip -------------------------------------- R. L. WALTRIP 3 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 George R. Champagne and James M. Shelger his true and lawful attorneys and agents (each with authority to act alone), to do any and all acts and things and to execute any and all instruments which said attorneys and agents deem necessary or advisable: (i) to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations, and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the said Securities Act of the offering, sale and delivery of certain securities of said corporation as set forth below (the "Securities"), including specifically, but without limiting the generality of the foregoing, the 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 Registration Statements or to any amendments (including post-effective amendments) thereto filed with the Securities and Exchange Commission in respect of said Securities, and to any instrument or document filed as part of, as an exhibit to or in connection with said Registration Statements or amendments; and (ii) to register or qualify said Securities for sale and to register or license the Company as a broker or dealer in said Securities under the securities or Blue Sky laws of all such States as may be necessary or appropriate to permit therein the offering and sale of said Securities as contemplated by said Registration Statements, including specifically, without limitation, the 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 any application, statement, petition, prospectus, notice or other instrument or document, or to any amendment thereto, or to any exhibit filed as a part thereof or in connection therewith, which is required to be signed by the undersigned and to be filed with the public authority or authorities administering said Securities or Blue Sky laws for the purpose of so registering or qualifying said Securities or registering or licensing the Company, 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. The Securities of the Company covered by this power of attorney are: (i) Common Stock, par value $1.00 per share ("Common Stock"), of the Company and the related Series C Junior Participating Preferred Stock Rights ("Rights"), including without limitation Common Stock of the Company which may be issued upon conversion of any securities of the Company or any of its subsidiaries; (ii) Common Stock (including any associated Rights) which may be issued under the Company's 1993 Long-Term Incentive Stock Option Plan, the Company's Amended 1987 Stock Plan, the Company's 1995 Stock Plan for Non-Employee Directors, the Company's 1986 Stock Option Plan, the Company's 1995 Incentive Equity Plan, the Company's 1996 Incentive Plan, the Company's 1996 Nonqualified Incentive Plan, the Company's Employee Stock Purchase Plan, and any other stock or option plans; 4 (iii) Common Stock (including any associated Rights), convertible debentures of the Company, debt securities of the Company and of any subsidiary of the Company, and guarantees of promissory notes of subsidiaries of the Company which may be offered and issued by the Company from time to time in the acquisition of other businesses or properties; (iv) Debt securities of the Company consisting of debentures (whether senior, senior subordinated or subordinated), notes and/or other unsecured evidences of indebtedness; (v) Preferred stock, par value $1.00 per share, of the Company and depositary shares and receipts representing fractional shares of such stock; (vi) Warrants to acquire Common Stock (including any associated Rights) of the Company; (vii) Debt or equity securities of any subsidiary of the Company, including securities convertible into Common Stock (including any associated Rights) of the Company; and (viii) Guarantees by the Company of any debt or equity securities of any subsidiary of the Company. IN WITNESS WHEREOF, the undersigned has subscribed these presents this 13th day of February, 1997. /s/ George R. Champagne ------------------------------- GEORGE R. CHAMPAGNE 5 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 George R. Champagne and James M. Shelger his true and lawful attorneys and agents (each with authority to act alone), to do any and all acts and things and to execute any and all instruments which said attorneys and agents deem necessary or advisable: (i) to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations, and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the said Securities Act of the offering, sale and delivery of certain securities of said corporation as set forth below (the "Securities"), including specifically, but without limiting the generality of the foregoing, the 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 Registration Statements or to any amendments (including post-effective amendments) thereto filed with the Securities and Exchange Commission in respect of said Securities, and to any instrument or document filed as part of, as an exhibit to or in connection with said Registration Statements or amendments; and (ii) to register or qualify said Securities for sale and to register or license the Company as a broker or dealer in said Securities under the securities or Blue Sky laws of all such States as may be necessary or appropriate to permit therein the offering and sale of said Securities as contemplated by said Registration Statements, including specifically, without limitation, the 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 any application, statement, petition, prospectus, notice or other instrument or document, or to any amendment thereto, or to any exhibit filed as a part thereof or in connection therewith, which is required to be signed by the undersigned and to be filed with the public authority or authorities administering said Securities or Blue Sky laws for the purpose of so registering or qualifying said Securities or registering or licensing the Company, 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. The Securities of the Company covered by this power of attorney are: (i) Common Stock, par value $1.00 per share ("Common Stock"), of the Company and the related Series C Junior Participating Preferred Stock Rights ("Rights"), including without limitation Common Stock of the Company which may be issued upon conversion of any securities of the Company or any of its subsidiaries; (ii) Common Stock (including any associated Rights) which may be issued under the Company's 1993 Long-Term Incentive Stock Option Plan, the Company's Amended 1987 Stock Plan, the Company's 1995 Stock Plan for Non-Employee Directors, the Company's 1986 Stock Option Plan, the Company's 1995 Incentive Equity Plan, the Company's 1996 Incentive Plan, the Company's 1996 Nonqualified Incentive Plan, the Company's Employee Stock Purchase Plan, and any other stock or option plans; 6 (iii) Common Stock (including any associated Rights), convertible debentures of the Company, debt securities of the Company and of any subsidiary of the Company, and guarantees of promissory notes of subsidiaries of the Company which may be offered and issued by the Company from time to time in the acquisition of other businesses or properties; (iv) Debt securities of the Company consisting of debentures (whether senior, senior subordinated or subordinated), notes and/or other unsecured evidences of indebtedness; (v) Preferred stock, par value $1.00 per share, of the Company and depositary shares and receipts representing fractional shares of such stock; (vi) Warrants to acquire Common Stock (including any associated Rights) of the Company; (vii) Debt or equity securities of any subsidiary of the Company, including securities convertible into Common Stock (including any associated Rights) of the Company; and (viii) Guarantees by the Company of any debt or equity securities of any subsidiary of the Company. IN WITNESS WHEREOF, the undersigned has subscribed these presents this 13th day of February, 1997. /s/ Wesley T. McRae ------------------------------------- WESLEY T. MCRAE 7 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 George R. Champagne and James M. Shelger his true and lawful attorneys and agents (each with authority to act alone), to do any and all acts and things and to execute any and all instruments which said attorneys and agents deem necessary or advisable: (i) to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations, and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the said Securities Act of the offering, sale and delivery of certain securities of said corporation as set forth below (the "Securities"), including specifically, but without limiting the generality of the foregoing, the 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 Registration Statements or to any amendments (including post-effective amendments) thereto filed with the Securities and Exchange Commission in respect of said Securities, and to any instrument or document filed as part of, as an exhibit to or in connection with said Registration Statements or amendments; and (ii) to register or qualify said Securities for sale and to register or license the Company as a broker or dealer in said Securities under the securities or Blue Sky laws of all such States as may be necessary or appropriate to permit therein the offering and sale of said Securities as contemplated by said Registration Statements, including specifically, without limitation, the 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 any application, statement, petition, prospectus, notice or other instrument or document, or to any amendment thereto, or to any exhibit filed as a part thereof or in connection therewith, which is required to be signed by the undersigned and to be filed with the public authority or authorities administering said Securities or Blue Sky laws for the purpose of so registering or qualifying said Securities or registering or licensing the Company, 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. The Securities of the Company covered by this power of attorney are: (i) Common Stock, par value $1.00 per share ("Common Stock"), of the Company and the related Series C Junior Participating Preferred Stock Rights ("Rights"), including without limitation Common Stock of the Company which may be issued upon conversion of any securities of the Company or any of its subsidiaries; (ii) Common Stock (including any associated Rights) which may be issued under the Company's 1993 Long-Term Incentive Stock Option Plan, the Company's Amended 1987 Stock Plan, the Company's 1995 Stock Plan for Non-Employee Directors, the Company's 1986 Stock Option Plan, the Company's 1995 Incentive Equity Plan, the Company's 1996 Incentive Plan, the Company's 1996 Nonqualified Incentive Plan, the Company's Employee Stock Purchase Plan, and any other stock or option plans; 8 (iii) Common Stock (including any associated Rights), convertible debentures of the Company, debt securities of the Company and of any subsidiary of the Company, and guarantees of promissory notes of subsidiaries of the Company which may be offered and issued by the Company from time to time in the acquisition of other businesses or properties; (iv) Debt securities of the Company consisting of debentures (whether senior, senior subordinated or subordinated), notes and/or other unsecured evidences of indebtedness; (v) Preferred stock, par value $1.00 per share, of the Company and depositary shares and receipts representing fractional shares of such stock; (vi) Warrants to acquire Common Stock (including any associated Rights) of the Company; (vii) Debt or equity securities of any subsidiary of the Company, including securities convertible into Common Stock (including any associated Rights) of the Company; and (viii) Guarantees by the Company of any debt or equity securities of any subsidiary of the Company. IN WITNESS WHEREOF, the undersigned has subscribed these presents this 13th day of February, 1997. /s/ Anthony L. Coelho ------------------------------------- ANTHONY L. COELHO 9 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 George R. Champagne and James M. Shelger his true and lawful attorneys and agents (each with authority to act alone), to do any and all acts and things and to execute any and all instruments which said attorneys and agents deem necessary or advisable: (i) to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations, and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the said Securities Act of the offering, sale and delivery of certain securities of said corporation as set forth below (the "Securities"), including specifically, but without limiting the generality of the foregoing, the 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 Registration Statements or to any amendments (including post-effective amendments) thereto filed with the Securities and Exchange Commission in respect of said Securities, and to any instrument or document filed as part of, as an exhibit to or in connection with said Registration Statements or amendments; and (ii) to register or qualify said Securities for sale and to register or license the Company as a broker or dealer in said Securities under the securities or Blue Sky laws of all such States as may be necessary or appropriate to permit therein the offering and sale of said Securities as contemplated by said Registration Statements, including specifically, without limitation, the 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 any application, statement, petition, prospectus, notice or other instrument or document, or to any amendment thereto, or to any exhibit filed as a part thereof or in connection therewith, which is required to be signed by the undersigned and to be filed with the public authority or authorities administering said Securities or Blue Sky laws for the purpose of so registering or qualifying said Securities or registering or licensing the Company, 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. The Securities of the Company covered by this power of attorney are: (i) Common Stock, par value $1.00 per share ("Common Stock"), of the Company and the related Series C Junior Participating Preferred Stock Rights ("Rights"), including without limitation Common Stock of the Company which may be issued upon conversion of any securities of the Company or any of its subsidiaries; (ii) Common Stock (including any associated Rights) which may be issued under the Company's 1993 Long-Term Incentive Stock Option Plan, the Company's Amended 1987 Stock Plan, the Company's 1995 Stock Plan for Non-Employee Directors, the Company's 1986 Stock Option Plan, the Company's 1995 Incentive Equity Plan, the Company's 1996 Incentive Plan, the Company's 1996 Nonqualified Incentive Plan, the Company's Employee Stock Purchase Plan, and any other stock or option plans; 10 (iii) Common Stock (including any associated Rights), convertible debentures of the Company, debt securities of the Company and of any subsidiary of the Company, and guarantees of promissory notes of subsidiaries of the Company which may be offered and issued by the Company from time to time in the acquisition of other businesses or properties; (iv) Debt securities of the Company consisting of debentures (whether senior, senior subordinated or subordinated), notes and/or other unsecured evidences of indebtedness; (v) Preferred stock, par value $1.00 per share, of the Company and depositary shares and receipts representing fractional shares of such stock; (vi) Warrants to acquire Common Stock (including any associated Rights) of the Company; (vii) Debt or equity securities of any subsidiary of the Company, including securities convertible into Common Stock (including any associated Rights) of the Company; and (viii) Guarantees by the Company of any debt or equity securities of any subsidiary of the Company. IN WITNESS WHEREOF, the undersigned has subscribed these presents this 13th day of February, 1997. /s/ Douglas M. Conway ------------------------------------ DOUGLAS M. CONWAY 11 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 George R. Champagne and James M. Shelger his true and lawful attorneys and agents (each with authority to act alone), to do any and all acts and things and to execute any and all instruments which said attorneys and agents deem necessary or advisable: (i) to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations, and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the said Securities Act of the offering, sale and delivery of certain securities of said corporation as set forth below (the "Securities"), including specifically, but without limiting the generality of the foregoing, the 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 Registration Statements or to any amendments (including post-effective amendments) thereto filed with the Securities and Exchange Commission in respect of said Securities, and to any instrument or document filed as part of, as an exhibit to or in connection with said Registration Statements or amendments; and (ii) to register or qualify said Securities for sale and to register or license the Company as a broker or dealer in said Securities under the securities or Blue Sky laws of all such States as may be necessary or appropriate to permit therein the offering and sale of said Securities as contemplated by said Registration Statements, including specifically, without limitation, the 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 any application, statement, petition, prospectus, notice or other instrument or document, or to any amendment thereto, or to any exhibit filed as a part thereof or in connection therewith, which is required to be signed by the undersigned and to be filed with the public authority or authorities administering said Securities or Blue Sky laws for the purpose of so registering or qualifying said Securities or registering or licensing the Company, 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. The Securities of the Company covered by this power of attorney are: (i) Common Stock, par value $1.00 per share ("Common Stock"), of the Company and the related Series C Junior Participating Preferred Stock Rights ("Rights"), including without limitation Common Stock of the Company which may be issued upon conversion of any securities of the Company or any of its subsidiaries; (ii) Common Stock (including any associated Rights) which may be issued under the Company's 1993 Long-Term Incentive Stock Option Plan, the Company's Amended 1987 Stock Plan, the Company's 1995 Stock Plan for Non-Employee Directors, the Company's 1986 Stock Option Plan, the Company's 1995 Incentive Equity Plan, the Company's 1996 Incentive Plan, the Company's 1996 Nonqualified Incentive Plan, the Company's Employee Stock Purchase Plan, and any other stock or option plans; 12 (iii) Common Stock (including any associated Rights), convertible debentures of the Company, debt securities of the Company and of any subsidiary of the Company, and guarantees of promissory notes of subsidiaries of the Company which may be offered and issued by the Company from time to time in the acquisition of other businesses or properties; (iv) Debt securities of the Company consisting of debentures (whether senior, senior subordinated or subordinated), notes and/or other unsecured evidences of indebtedness; (v) Preferred stock, par value $1.00 per share, of the Company and depositary shares and receipts representing fractional shares of such stock; (vi) Warrants to acquire Common Stock (including any associated Rights) of the Company; (vii) Debt or equity securities of any subsidiary of the Company, including securities convertible into Common Stock (including any associated Rights) of the Company; and (viii) Guarantees by the Company of any debt or equity securities of any subsidiary of the Company. IN WITNESS WHEREOF, the undersigned has subscribed these presents this 13th day of February, 1997. /s/ Jack Finkelstein ----------------------------------------- JACK FINKELSTEIN 13 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 George R. Champagne and James M. Shelger his true and lawful attorneys and agents (each with authority to act alone), to do any and all acts and things and to execute any and all instruments which said attorneys and agents deem necessary or advisable: (i) to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations, and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the said Securities Act of the offering, sale and delivery of certain securities of said corporation as set forth below (the "Securities"), including specifically, but without limiting the generality of the foregoing, the 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 Registration Statements or to any amendments (including post-effective amendments) thereto filed with the Securities and Exchange Commission in respect of said Securities, and to any instrument or document filed as part of, as an exhibit to or in connection with said Registration Statements or amendments; and (ii) to register or qualify said Securities for sale and to register or license the Company as a broker or dealer in said Securities under the securities or Blue Sky laws of all such States as may be necessary or appropriate to permit therein the offering and sale of said Securities as contemplated by said Registration Statements, including specifically, without limitation, the 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 any application, statement, petition, prospectus, notice or other instrument or document, or to any amendment thereto, or to any exhibit filed as a part thereof or in connection therewith, which is required to be signed by the undersigned and to be filed with the public authority or authorities administering said Securities or Blue Sky laws for the purpose of so registering or qualifying said Securities or registering or licensing the Company, 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. The Securities of the Company covered by this power of attorney are: (i) Common Stock, par value $1.00 per share ("Common Stock"), of the Company and the related Series C Junior Participating Preferred Stock Rights ("Rights"), including without limitation Common Stock of the Company which may be issued upon conversion of any securities of the Company or any of its subsidiaries; (ii) Common Stock (including any associated Rights) which may be issued under the Company's 1993 Long-Term Incentive Stock Option Plan, the Company's Amended 1987 Stock Plan, the Company's 1995 Stock Plan for Non-Employee Directors, the Company's 1986 Stock Option Plan, the Company's 1995 Incentive Equity Plan, the Company's 1996 Incentive Plan, the Company's 1996 Nonqualified Incentive Plan, the Company's Employee Stock Purchase Plan, and any other stock or option plans; 14 (iii) Common Stock (including any associated Rights), convertible debentures of the Company, debt securities of the Company and of any subsidiary of the Company, and guarantees of promissory notes of subsidiaries of the Company which may be offered and issued by the Company from time to time in the acquisition of other businesses or properties; (iv) Debt securities of the Company consisting of debentures (whether senior, senior subordinated or subordinated), notes and/or other unsecured evidences of indebtedness; (v) Preferred stock, par value $1.00 per share, of the Company and depositary shares and receipts representing fractional shares of such stock; (vi) Warrants to acquire Common Stock (including any associated Rights) of the Company; (vii) Debt or equity securities of any subsidiary of the Company, including securities convertible into Common Stock (including any associated Rights) of the Company; and (viii) Guarantees by the Company of any debt or equity securities of any subsidiary of the Company. IN WITNESS WHEREOF, the undersigned has subscribed these presents this 13th day of February, 1997. /s/ A. J. Foyt, Jr. ------------------------------------------- A. J. FOYT, JR. 15 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 George R. Champagne and James M. Shelger his true and lawful attorneys and agents (each with authority to act alone), to do any and all acts and things and to execute any and all instruments which said attorneys and agents deem necessary or advisable: (i) to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations, and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the said Securities Act of the offering, sale and delivery of certain securities of said corporation as set forth below (the "Securities"), including specifically, but without limiting the generality of the foregoing, the 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 Registration Statements or to any amendments (including post-effective amendments) thereto filed with the Securities and Exchange Commission in respect of said Securities, and to any instrument or document filed as part of, as an exhibit to or in connection with said Registration Statements or amendments; and (ii) to register or qualify said Securities for sale and to register or license the Company as a broker or dealer in said Securities under the securities or Blue Sky laws of all such States as may be necessary or appropriate to permit therein the offering and sale of said Securities as contemplated by said Registration Statements, including specifically, without limitation, the 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 any application, statement, petition, prospectus, notice or other instrument or document, or to any amendment thereto, or to any exhibit filed as a part thereof or in connection therewith, which is required to be signed by the undersigned and to be filed with the public authority or authorities administering said Securities or Blue Sky laws for the purpose of so registering or qualifying said Securities or registering or licensing the Company, 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. The Securities of the Company covered by this power of attorney are: (i) Common Stock, par value $1.00 per share ("Common Stock"), of the Company and the related Series C Junior Participating Preferred Stock Rights ("Rights"), including without limitation Common Stock of the Company which may be issued upon conversion of any securities of the Company or any of its subsidiaries; (ii) Common Stock (including any associated Rights) which may be issued under the Company's 1993 Long-Term Incentive Stock Option Plan, the Company's Amended 1987 Stock Plan, the Company's 1995 Stock Plan for Non-Employee Directors, the Company's 1986 Stock Option Plan, the Company's 1995 Incentive Equity Plan, the Company's 1996 Incentive Plan, the Company's 1996 Nonqualified Incentive Plan, the Company's Employee Stock Purchase Plan, and any other stock or option plans; 16 (iii) Common Stock (including any associated Rights), convertible debentures of the Company, debt securities of the Company and of any subsidiary of the Company, and guarantees of promissory notes of subsidiaries of the Company which may be offered and issued by the Company from time to time in the acquisition of other businesses or properties; (iv) Debt securities of the Company consisting of debentures (whether senior, senior subordinated or subordinated), notes and/or other unsecured evidences of indebtedness; (v) Preferred stock, par value $1.00 per share, of the Company and depositary shares and receipts representing fractional shares of such stock; (vi) Warrants to acquire Common Stock (including any associated Rights) of the Company; (vii) Debt or equity securities of any subsidiary of the Company, including securities convertible into Common Stock (including any associated Rights) of the Company; and (viii) Guarantees by the Company of any debt or equity securities of any subsidiary of the Company. IN WITNESS WHEREOF, the undersigned has subscribed these presents this 13th day of February, 1997. /s/ James J. Gavin, Jr. ---------------------------- JAMES J. GAVIN, JR. 17 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 George R. Champagne and James M. Shelger his true and lawful attorneys and agents (each with authority to act alone), to do any and all acts and things and to execute any and all instruments which said attorneys and agents deem necessary or advisable: (i) to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations, and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the said Securities Act of the offering, sale and delivery of certain securities of said corporation as set forth below (the "Securities"), including specifically, but without limiting the generality of the foregoing, the 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 Registration Statements or to any amendments (including post-effective amendments) thereto filed with the Securities and Exchange Commission in respect of said Securities, and to any instrument or document filed as part of, as an exhibit to or in connection with said Registration Statements or amendments; and (ii) to register or qualify said Securities for sale and to register or license the Company as a broker or dealer in said Securities under the securities or Blue Sky laws of all such States as may be necessary or appropriate to permit therein the offering and sale of said Securities as contemplated by said Registration Statements, including specifically, without limitation, the 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 any application, statement, petition, prospectus, notice or other instrument or document, or to any amendment thereto, or to any exhibit filed as a part thereof or in connection therewith, which is required to be signed by the undersigned and to be filed with the public authority or authorities administering said Securities or Blue Sky laws for the purpose of so registering or qualifying said Securities or registering or licensing the Company, 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. The Securities of the Company covered by this power of attorney are: (i) Common Stock, par value $1.00 per share ("Common Stock"), of the Company and the related Series C Junior Participating Preferred Stock Rights ("Rights"), including without limitation Common Stock of the Company which may be issued upon conversion of any securities of the Company or any of its subsidiaries; (ii) Common Stock (including any associated Rights) which may be issued under the Company's 1993 Long-Term Incentive Stock Option Plan, the Company's Amended 1987 Stock Plan, the Company's 1995 Stock Plan for Non-Employee Directors, the Company's 1986 Stock Option Plan, the Company's 1995 Incentive Equity Plan, the Company's 1996 Incentive Plan, the Company's 1996 Nonqualified Incentive Plan, the Company's Employee Stock Purchase Plan, and any other stock or option plans; 18 (iii) Common Stock (including any associated Rights), convertible debentures of the Company, debt securities of the Company and of any subsidiary of the Company, and guarantees of promissory notes of subsidiaries of the Company which may be offered and issued by the Company from time to time in the acquisition of other businesses or properties; (iv) Debt securities of the Company consisting of debentures (whether senior, senior subordinated or subordinated), notes and/or other unsecured evidences of indebtedness; (v) Preferred stock, par value $1.00 per share, of the Company and depositary shares and receipts representing fractional shares of such stock; (vi) Warrants to acquire Common Stock (including any associated Rights) of the Company; (vii) Debt or equity securities of any subsidiary of the Company, including securities convertible into Common Stock (including any associated Rights) of the Company; and (viii) Guarantees by the Company of any debt or equity securities of any subsidiary of the Company. IN WITNESS WHEREOF, the undersigned has subscribed these presents this 13th day of February, 1997. /s/ James H. Greer --------------------------------------- JAMES H. GREER 19 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 George R. Champagne and James M. Shelger his true and lawful attorneys and agents (each with authority to act alone), to do any and all acts and things and to execute any and all instruments which said attorneys and agents deem necessary or advisable: (i) to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations, and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the said Securities Act of the offering, sale and delivery of certain securities of said corporation as set forth below (the "Securities"), including specifically, but without limiting the generality of the foregoing, the 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 Registration Statements or to any amendments (including post-effective amendments) thereto filed with the Securities and Exchange Commission in respect of said Securities, and to any instrument or document filed as part of, as an exhibit to or in connection with said Registration Statements or amendments; and (ii) to register or qualify said Securities for sale and to register or license the Company as a broker or dealer in said Securities under the securities or Blue Sky laws of all such States as may be necessary or appropriate to permit therein the offering and sale of said Securities as contemplated by said Registration Statements, including specifically, without limitation, the 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 any application, statement, petition, prospectus, notice or other instrument or document, or to any amendment thereto, or to any exhibit filed as a part thereof or in connection therewith, which is required to be signed by the undersigned and to be filed with the public authority or authorities administering said Securities or Blue Sky laws for the purpose of so registering or qualifying said Securities or registering or licensing the Company, 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. The Securities of the Company covered by this power of attorney are: (i) Common Stock, par value $1.00 per share ("Common Stock"), of the Company and the related Series C Junior Participating Preferred Stock Rights ("Rights"), including without limitation Common Stock of the Company which may be issued upon conversion of any securities of the Company or any of its subsidiaries; (ii) Common Stock (including any associated Rights) which may be issued under the Company's 1993 Long-Term Incentive Stock Option Plan, the Company's Amended 1987 Stock Plan, the Company's 1995 Stock Plan for Non-Employee Directors, the Company's 1986 Stock Option Plan, the Company's 1995 Incentive Equity Plan, the Company's 1996 Incentive Plan, the Company's 1996 Nonqualified Incentive Plan, the Company's Employee Stock Purchase Plan, and any other stock or option plans; 20 (iii) Common Stock (including any associated Rights), convertible debentures of the Company, debt securities of the Company and of any subsidiary of the Company, and guarantees of promissory notes of subsidiaries of the Company which may be offered and issued by the Company from time to time in the acquisition of other businesses or properties; (iv) Debt securities of the Company consisting of debentures (whether senior, senior subordinated or subordinated), notes and/or other unsecured evidences of indebtedness; (v) Preferred stock, par value $1.00 per share, of the Company and depositary shares and receipts representing fractional shares of such stock; (vi) Warrants to acquire Common Stock (including any associated Rights) of the Company; (vii) Debt or equity securities of any subsidiary of the Company, including securities convertible into Common Stock (including any associated Rights) of the Company; and (viii) Guarantees by the Company of any debt or equity securities of any subsidiary of the Company. IN WITNESS WHEREOF, the undersigned has subscribed these presents this 13th day of February, 1997. /s/ L. William Heiligbrodt --------------------------------- L. WILLIAM HEILIGBRODT 21 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 George R. Champagne and James M. Shelger his true and lawful attorneys and agents (each with authority to act alone), to do any and all acts and things and to execute any and all instruments which said attorneys and agents deem necessary or advisable: (i) to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations, and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the said Securities Act of the offering, sale and delivery of certain securities of said corporation as set forth below (the "Securities"), including specifically, but without limiting the generality of the foregoing, the 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 Registration Statements or to any amendments (including post-effective amendments) thereto filed with the Securities and Exchange Commission in respect of said Securities, and to any instrument or document filed as part of, as an exhibit to or in connection with said Registration Statements or amendments; and (ii) to register or qualify said Securities for sale and to register or license the Company as a broker or dealer in said Securities under the securities or Blue Sky laws of all such States as may be necessary or appropriate to permit therein the offering and sale of said Securities as contemplated by said Registration Statements, including specifically, without limitation, the 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 any application, statement, petition, prospectus, notice or other instrument or document, or to any amendment thereto, or to any exhibit filed as a part thereof or in connection therewith, which is required to be signed by the undersigned and to be filed with the public authority or authorities administering said Securities or Blue Sky laws for the purpose of so registering or qualifying said Securities or registering or licensing the Company, 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. The Securities of the Company covered by this power of attorney are: (i) Common Stock, par value $1.00 per share ("Common Stock"), of the Company and the related Series C Junior Participating Preferred Stock Rights ("Rights"), including without limitation Common Stock of the Company which may be issued upon conversion of any securities of the Company or any of its subsidiaries; (ii) Common Stock (including any associated Rights) which may be issued under the Company's 1993 Long-Term Incentive Stock Option Plan, the Company's Amended 1987 Stock Plan, the Company's 1995 Stock Plan for Non-Employee Directors, the Company's 1986 Stock Option Plan, the Company's 1995 Incentive Equity Plan, the Company's 1996 Incentive Plan, the Company's 1996 Nonqualified Incentive Plan, the Company's Employee Stock Purchase Plan, and any other stock or option plans; 22 (iii) Common Stock (including any associated Rights), convertible debentures of the Company, debt securities of the Company and of any subsidiary of the Company, and guarantees of promissory notes of subsidiaries of the Company which may be offered and issued by the Company from time to time in the acquisition of other businesses or properties; (iv) Debt securities of the Company consisting of debentures (whether senior, senior subordinated or subordinated), notes and/or other unsecured evidences of indebtedness; (v) Preferred stock, par value $1.00 per share, of the Company and depositary shares and receipts representing fractional shares of such stock; (vi) Warrants to acquire Common Stock (including any associated Rights) of the Company; (vii) Debt or equity securities of any subsidiary of the Company, including securities convertible into Common Stock (including any associated Rights) of the Company; and (viii) Guarantees by the Company of any debt or equity securities of any subsidiary of the Company. IN WITNESS WHEREOF, the undersigned has subscribed these presents this 13th day of February, 1997. /s/ B. D. Hunter ---------------------------- B. D. HUNTER 23 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 George R. Champagne and James M. Shelger his true and lawful attorneys and agents (each with authority to act alone), to do any and all acts and things and to execute any and all instruments which said attorneys and agents deem necessary or advisable: (i) to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations, and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the said Securities Act of the offering, sale and delivery of certain securities of said corporation as set forth below (the "Securities"), including specifically, but without limiting the generality of the foregoing, the 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 Registration Statements or to any amendments (including post-effective amendments) thereto filed with the Securities and Exchange Commission in respect of said Securities, and to any instrument or document filed as part of, as an exhibit to or in connection with said Registration Statements or amendments; and (ii) to register or qualify said Securities for sale and to register or license the Company as a broker or dealer in said Securities under the securities or Blue Sky laws of all such States as may be necessary or appropriate to permit therein the offering and sale of said Securities as contemplated by said Registration Statements, including specifically, without limitation, the 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 any application, statement, petition, prospectus, notice or other instrument or document, or to any amendment thereto, or to any exhibit filed as a part thereof or in connection therewith, which is required to be signed by the undersigned and to be filed with the public authority or authorities administering said Securities or Blue Sky laws for the purpose of so registering or qualifying said Securities or registering or licensing the Company, 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. The Securities of the Company covered by this power of attorney are: (i) Common Stock, par value $1.00 per share ("Common Stock"), of the Company and the related Series C Junior Participating Preferred Stock Rights ("Rights"), including without limitation Common Stock of the Company which may be issued upon conversion of any securities of the Company or any of its subsidiaries; (ii) Common Stock (including any associated Rights) which may be issued under the Company's 1993 Long-Term Incentive Stock Option Plan, the Company's Amended 1987 Stock Plan, the Company's 1995 Stock Plan for Non-Employee Directors, the Company's 1986 Stock Option Plan, the Company's 1995 Incentive Equity Plan, the Company's 1996 Incentive Plan, the Company's 1996 Nonqualified Incentive Plan, the Company's Employee Stock Purchase Plan, and any other stock or option plans; 24 (iii) Common Stock (including any associated Rights), convertible debentures of the Company, debt securities of the Company and of any subsidiary of the Company, and guarantees of promissory notes of subsidiaries of the Company which may be offered and issued by the Company from time to time in the acquisition of other businesses or properties; (iv) Debt securities of the Company consisting of debentures (whether senior, senior subordinated or subordinated), notes and/or other unsecured evidences of indebtedness; (v) Preferred stock, par value $1.00 per share, of the Company and depositary shares and receipts representing fractional shares of such stock; (vi) Warrants to acquire Common Stock (including any associated Rights) of the Company; (vii) Debt or equity securities of any subsidiary of the Company, including securities convertible into Common Stock (including any associated Rights) of the Company; and (viii) Guarantees by the Company of any debt or equity securities of any subsidiary of the Company. IN WITNESS WHEREOF, the undersigned has subscribed these presents this 13th day of February, 1997. /s/ John W. Mecom, Jr. --------------------------------- JOHN W. MECOM, JR. 25 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 George R. Champagne and James M. Shelger his true and lawful attorneys and agents (each with authority to act alone), to do any and all acts and things and to execute any and all instruments which said attorneys and agents deem necessary or advisable: (i) to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations, and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the said Securities Act of the offering, sale and delivery of certain securities of said corporation as set forth below (the "Securities"), including specifically, but without limiting the generality of the foregoing, the 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 Registration Statements or to any amendments (including post-effective amendments) thereto filed with the Securities and Exchange Commission in respect of said Securities, and to any instrument or document filed as part of, as an exhibit to or in connection with said Registration Statements or amendments; and (ii) to register or qualify said Securities for sale and to register or license the Company as a broker or dealer in said Securities under the securities or Blue Sky laws of all such States as may be necessary or appropriate to permit therein the offering and sale of said Securities as contemplated by said Registration Statements, including specifically, without limitation, the 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 any application, statement, petition, prospectus, notice or other instrument or document, or to any amendment thereto, or to any exhibit filed as a part thereof or in connection therewith, which is required to be signed by the undersigned and to be filed with the public authority or authorities administering said Securities or Blue Sky laws for the purpose of so registering or qualifying said Securities or registering or licensing the Company, 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. The Securities of the Company covered by this power of attorney are: (i) Common Stock, par value $1.00 per share ("Common Stock"), of the Company and the related Series C Junior Participating Preferred Stock Rights ("Rights"), including without limitation Common Stock of the Company which may be issued upon conversion of any securities of the Company or any of its subsidiaries; (ii) Common Stock (including any associated Rights) which may be issued under the Company's 1993 Long-Term Incentive Stock Option Plan, the Company's Amended 1987 Stock Plan, the Company's 1995 Stock Plan for Non-Employee Directors, the Company's 1986 Stock Option Plan, the Company's 1995 Incentive Equity Plan, the Company's 1996 Incentive Plan, the Company's 1996 Nonqualified Incentive Plan, the Company's Employee Stock Purchase Plan, and any other stock or option plans; 26 (iii) Common Stock (including any associated Rights), convertible debentures of the Company, debt securities of the Company and of any subsidiary of the Company, and guarantees of promissory notes of subsidiaries of the Company which may be offered and issued by the Company from time to time in the acquisition of other businesses or properties; (iv) Debt securities of the Company consisting of debentures (whether senior, senior subordinated or subordinated), notes and/or other unsecured evidences of indebtedness; (v) Preferred stock, par value $1.00 per share, of the Company and depositary shares and receipts representing fractional shares of such stock; (vi) Warrants to acquire Common Stock (including any associated Rights) of the Company; (vii) Debt or equity securities of any subsidiary of the Company, including securities convertible into Common Stock (including any associated Rights) of the Company; and (viii) Guarantees by the Company of any debt or equity securities of any subsidiary of the Company. IN WITNESS WHEREOF, the undersigned has subscribed these presents this 13th day of February, 1997. /s/ Clifton H. Morris, Jr. ---------------------------- CLIFTON H. MORRIS, JR. 27 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 George R. Champagne and James M. Shelger his true and lawful attorneys and agents (each with authority to act alone), to do any and all acts and things and to execute any and all instruments which said attorneys and agents deem necessary or advisable: (i) to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations, and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the said Securities Act of the offering, sale and delivery of certain securities of said corporation as set forth below (the "Securities"), including specifically, but without limiting the generality of the foregoing, the 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 Registration Statements or to any amendments (including post-effective amendments) thereto filed with the Securities and Exchange Commission in respect of said Securities, and to any instrument or document filed as part of, as an exhibit to or in connection with said Registration Statements or amendments; and (ii) to register or qualify said Securities for sale and to register or license the Company as a broker or dealer in said Securities under the securities or Blue Sky laws of all such States as may be necessary or appropriate to permit therein the offering and sale of said Securities as contemplated by said Registration Statements, including specifically, without limitation, the 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 any application, statement, petition, prospectus, notice or other instrument or document, or to any amendment thereto, or to any exhibit filed as a part thereof or in connection therewith, which is required to be signed by the undersigned and to be filed with the public authority or authorities administering said Securities or Blue Sky laws for the purpose of so registering or qualifying said Securities or registering or licensing the Company, 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. The Securities of the Company covered by this power of attorney are: (i) Common Stock, par value $1.00 per share ("Common Stock"), of the Company and the related Series C Junior Participating Preferred Stock Rights ("Rights"), including without limitation Common Stock of the Company which may be issued upon conversion of any securities of the Company or any of its subsidiaries; (ii) Common Stock (including any associated Rights) which may be issued under the Company's 1993 Long-Term Incentive Stock Option Plan, the Company's Amended 1987 Stock Plan, the Company's 1995 Stock Plan for Non-Employee Directors, the Company's 1986 Stock Option Plan, the Company's 1995 Incentive Equity Plan, the Company's 1996 Incentive Plan, the Company's 1996 Nonqualified Incentive Plan, the Company's Employee Stock Purchase Plan, and any other stock or option plans; 28 (iii) Common Stock (including any associated Rights), convertible debentures of the Company, debt securities of the Company and of any subsidiary of the Company, and guarantees of promissory notes of subsidiaries of the Company which may be offered and issued by the Company from time to time in the acquisition of other businesses or properties; (iv) Debt securities of the Company consisting of debentures (whether senior, senior subordinated or subordinated), notes and/or other unsecured evidences of indebtedness; (v) Preferred stock, par value $1.00 per share, of the Company and depositary shares and receipts representing fractional shares of such stock; (vi) Warrants to acquire Common Stock (including any associated Rights) of the Company; (vii) Debt or equity securities of any subsidiary of the Company, including securities convertible into Common Stock (including any associated Rights) of the Company; and (viii) Guarantees by the Company of any debt or equity securities of any subsidiary of the Company. IN WITNESS WHEREOF, the undersigned has subscribed these presents this 13th day of February, 1997. /s/ E. H. Thornton, Jr. ---------------------------- E. H. THORNTON, JR. 29 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 George R. Champagne and James M. Shelger his true and lawful attorneys and agents (each with authority to act alone), to do any and all acts and things and to execute any and all instruments which said attorneys and agents deem necessary or advisable: (i) to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations, and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the said Securities Act of the offering, sale and delivery of certain securities of said corporation as set forth below (the "Securities"), including specifically, but without limiting the generality of the foregoing, the 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 Registration Statements or to any amendments (including post-effective amendments) thereto filed with the Securities and Exchange Commission in respect of said Securities, and to any instrument or document filed as part of, as an exhibit to or in connection with said Registration Statements or amendments; and (ii) to register or qualify said Securities for sale and to register or license the Company as a broker or dealer in said Securities under the securities or Blue Sky laws of all such States as may be necessary or appropriate to permit therein the offering and sale of said Securities as contemplated by said Registration Statements, including specifically, without limitation, the 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 any application, statement, petition, prospectus, notice or other instrument or document, or to any amendment thereto, or to any exhibit filed as a part thereof or in connection therewith, which is required to be signed by the undersigned and to be filed with the public authority or authorities administering said Securities or Blue Sky laws for the purpose of so registering or qualifying said Securities or registering or licensing the Company, 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. The Securities of the Company covered by this power of attorney are: (i) Common Stock, par value $1.00 per share ("Common Stock"), of the Company and the related Series C Junior Participating Preferred Stock Rights ("Rights"), including without limitation Common Stock of the Company which may be issued upon conversion of any securities of the Company or any of its subsidiaries; (ii) Common Stock (including any associated Rights) which may be issued under the Company's 1993 Long-Term Incentive Stock Option Plan, the Company's Amended 1987 Stock Plan, the Company's 1995 Stock Plan for Non-Employee Directors, the Company's 1986 Stock Option Plan, the Company's 1995 Incentive Equity Plan, the Company's 1996 Incentive Plan, the Company's 1996 Nonqualified Incentive Plan, the Company's Employee Stock Purchase Plan, and any other stock or option plans; 30 (iii) Common Stock (including any associated Rights), convertible debentures of the Company, debt securities of the Company and of any subsidiary of the Company, and guarantees of promissory notes of subsidiaries of the Company which may be offered and issued by the Company from time to time in the acquisition of other businesses or properties; (iv) Debt securities of the Company consisting of debentures (whether senior, senior subordinated or subordinated), notes and/or other unsecured evidences of indebtedness; (v) Preferred stock, par value $1.00 per share, of the Company and depositary shares and receipts representing fractional shares of such stock; (vi) Warrants to acquire Common Stock (including any associated Rights) of the Company; (vii) Debt or equity securities of any subsidiary of the Company, including securities convertible into Common Stock (including any associated Rights) of the Company; and (viii) Guarantees by the Company of any debt or equity securities of any subsidiary of the Company. IN WITNESS WHEREOF, the undersigned has subscribed these presents this 13th day of February, 1997. /s/ W. Blair Waltrip ----------------------------- W. BLAIR WALTRIP 31 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 George R. Champagne and James M. Shelger his true and lawful attorneys and agents (each with authority to act alone), to do any and all acts and things and to execute any and all instruments which said attorneys and agents deem necessary or advisable: (i) to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations, and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the said Securities Act of the offering, sale and delivery of certain securities of said corporation as set forth below (the "Securities"), including specifically, but without limiting the generality of the foregoing, the 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 Registration Statements or to any amendments (including post-effective amendments) thereto filed with the Securities and Exchange Commission in respect of said Securities, and to any instrument or document filed as part of, as an exhibit to or in connection with said Registration Statements or amendments; and (ii) to register or qualify said Securities for sale and to register or license the Company as a broker or dealer in said Securities under the securities or Blue Sky laws of all such States as may be necessary or appropriate to permit therein the offering and sale of said Securities as contemplated by said Registration Statements, including specifically, without limitation, the 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 any application, statement, petition, prospectus, notice or other instrument or document, or to any amendment thereto, or to any exhibit filed as a part thereof or in connection therewith, which is required to be signed by the undersigned and to be filed with the public authority or authorities administering said Securities or Blue Sky laws for the purpose of so registering or qualifying said Securities or registering or licensing the Company, 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. The Securities of the Company covered by this power of attorney are: (i) Common Stock, par value $1.00 per share ("Common Stock"), of the Company and the related Series C Junior Participating Preferred Stock Rights ("Rights"), including without limitation Common Stock of the Company which may be issued upon conversion of any securities of the Company or any of its subsidiaries; (ii) Common Stock (including any associated Rights) which may be issued under the Company's 1993 Long-Term Incentive Stock Option Plan, the Company's Amended 1987 Stock Plan, the Company's 1995 Stock Plan for Non-Employee Directors, the Company's 1986 Stock Option Plan, the Company's 1995 Incentive Equity Plan, the Company's 1996 Incentive Plan, the Company's 1996 Nonqualified Incentive Plan, the Company's Employee Stock Purchase Plan, and any other stock or option plans; 32 (iii) Common Stock (including any associated Rights), convertible debentures of the Company, debt securities of the Company and of any subsidiary of the Company, and guarantees of promissory notes of subsidiaries of the Company which may be offered and issued by the Company from time to time in the acquisition of other businesses or properties; (iv) Debt securities of the Company consisting of debentures (whether senior, senior subordinated or subordinated), notes and/or other unsecured evidences of indebtedness; (v) Preferred stock, par value $1.00 per share, of the Company and depositary shares and receipts representing fractional shares of such stock; (vi) Warrants to acquire Common Stock (including any associated Rights) of the Company; (vii) Debt or equity securities of any subsidiary of the Company, including securities convertible into Common Stock (including any associated Rights) of the Company; and (viii) Guarantees by the Company of any debt or equity securities of any subsidiary of the Company. IN WITNESS WHEREOF, the undersigned has subscribed these presents this 13th day of February, 1997. /s/ Edward E. Williams ---------------------------------- EDWARD E. WILLIAMS EX-99.1 5 1996 NONQUALIFIED INCENTIVE PLAN 1 EXHIBIT 99.1 SERVICE CORPORATION INTERNATIONAL 1996 NONQUALIFIED INCENTIVE PLAN 2 SERVICE CORPORATION INTERNATIONAL 1996 NONQUALIFIED INCENTIVE PLAN ARTICLE I PLAN 1.1 PURPOSE. The Service Corporation International 1996 Nonqualified Incentive Plan is intended to provide a means whereby certain Employees of Service Corporation International, a Texas corporation, and its Affiliates may develop a sense of proprietorship and personal involvement in the development and financial success of the Company, and to encourage them to remain with and devote their best efforts to the business of the Company, thereby advancing the interests of the Company and its shareholders. Accordingly, the Company may grant Options to certain Employees in the form of nonqualified stock options subject to the terms of the Plan. 1.2 EFFECTIVE DATE OF PLAN. The Plan is effective November 14, 1996, and no Option shall be granted pursuant to the Plan after November 14, 2006. ARTICLE II DEFINITIONS The capitalized words and phrases defined in this Article shall have the meaning set out in these definitions throughout the Plan, unless the context in which any such word or phrase appears reasonably requires a broader, narrower or different meaning. 2.1 "AFFILIATE" means any parent corporation and any subsidiary corporation. The term "parent corporation" means any corporation (other than the Company) in an unbroken chain of corporations ending with the Company if, at the time of the action or transaction, each of the corporations other than the Company owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in the chain. The term "subsidiary corporation" means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if, at the time of the action or transaction, each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in the chain. 2.2 "BOARD OF DIRECTORS" or "BOARD" means the board of directors of the Company. 3 2.3 "CHANGE OF CONTROL" means the happening of any of the following events: (a) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person"), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (A) the then outstanding shares of Stock of the Company (the "Outstanding Company Common Stock") or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); provided, however, that the following acquisitions shall not constitute a Change of Control under this subsection (a): (i) any acquisition directly from the Company (excluding an acquisition by virtue of the exercise of a conversion privilege), (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or (iv) any acquisition by any corporation pursuant to a reorganization, merger or consolidation, if, following such reorganization, merger or consolidation, the conditions described in clauses (A), (B) and (C) of subsection (c) of this definition of "Change of Control" are satisfied; or (b) Individuals who, as of the effective date hereof, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the effective date of the Plan whose election, or nomination for election by the Company's shareholders, was approved by (A) a vote of at least a majority of the directors then comprising the Incumbent Board, or (B) a vote of at least a majority of the directors then comprising the Executive Committee of the Board at a time when such committee was comprised of at least five members and all members of such committee were either members of the Incumbent Board or considered as being members of the Incumbent Board pursuant to clause (A) of this subsection (b), shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or (c) Approval by the shareholders of the Company of a reorganization, merger or consolidation, in each case, unless, following such reorganization, merger or consolidation, (A) more than 60% of, respectively, the then outstanding shares of common stock of the corporation resulting from such reorganization, merger or consolidation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the - 2 - 4 beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such reorganization, merger or consolidation in substantially the same proportions as their ownership, immediately prior to such reorganization, merger or consolidation, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (B) no Person (excluding the Company, any employee benefit plan (or related trust) of the Company or such corporation resulting from such reorganization, merger or consolidation, and any Person beneficially owning, immediately prior to such reorganization, merger or consolidation, directly or indirectly, 20% or more of the Outstanding Company Common Stock or Outstanding Company Voting Securities, as the case may be) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such reorganization, merger or consolidation or the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors and (C) at least a majority of the members of the board of directors of the corporation resulting from such reorganization, merger or consolidation were members of the Incumbent Board at the time of the execution of the initial agreement providing for such reorganization, merger or consolidation; or (d) Approval by the shareholders of the Company of (A) a complete liquidation or dissolution of the Company or (B) the sale or other disposition of all or substantially all of the assets of the Company, other than to a corporation, with respect to which following such sale or other disposition, (i) more than 60% of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such sale or other disposition in substantially the same proportion as their ownership, immediately prior to such sale or other disposition, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (ii) no Person (excluding the Company and any employee benefit plan (or related trust) of the Company or such corporation, and any Person beneficially owning, immediately prior to such sale or other disposition, directly or indirectly, 20% or more of the Outstanding Company Common Stock or Outstanding Company Voting Securities, as the case may be) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors and (iii) at least a majority of the members of the board of directors of such corporation were members of the Incumbent Board at the time of the execution of the initial agreement or action of the Board providing for such sale or other disposition of assets of the Company. - 3 - 5 2.4 "CODE" means the Internal Revenue Code of 1986, as amended. 2.5 "COMMITTEE" means the Compensation Committee of the Board of Directors or such other committee designated by the Board of Directors. 2.6 "COMPANY" means Service Corporation International, a Texas corporation, and its successors and assigns. 2.7 "DISABILITY" means the inability of the Employee to perform his or her duties as an employee on a full-time basis as a result of incapacity due to mental or physical illness which continues for more than one year after the commencement of such incapacity, such incapacity to be determined by a physician selected by the Company or its insurers and acceptable to the Employee or the Employee's legal representative (such agreement as to acceptability not to be withheld unreasonably). 2.8 "EMPLOYEE" means an employee employed by the Company or any Affiliate to whom an Option is granted. 2.9 "FAIR MARKET VALUE" of the Stock as of any date means (a) the average of the high and low sale prices of the Stock on that date on the principal securities exchange on which the Stock is listed; or (b) if the Stock is not listed on a securities exchange, the average of the high and low sale prices of the Stock on that date as reported on the Nasdaq National Market; or (c) if the Stock is not listed on the Nasdaq National Market, the average of the high and low bid quotations for the Stock on that date as reported by the National Quotation Bureau Incorporated; or (d) if none of the foregoing is applicable, the average between the closing bid and ask prices per share of Stock on the most recent preceding date on which those prices were reported or that amount as determined by the Committee. 2.10 "OPTION" means a nonqualified option granted to an Employee under the Plan to purchase shares of Stock. 2.11 "OPTION AGREEMENT" means the written agreement provided in connection with an Option setting forth the terms and conditions of the Option. Such Agreement may contain any other provisions that the Committee, in its sole discretion, shall deem advisable which are not inconsistent with the terms of the Plan. 2.12 "PLAN" means the Service Corporation International 1996 Nonqualified Incentive Plan, as set out in this document and as it may be amended from time to time. 2.13 "SECTION 16 REPORTING PERSON" means any person subject to the reporting requirements under Section 16 of the Exchange Act. - 4 - 6 2.14 "STOCK" means the common stock of the Company, $1.00 par value or, in the event that the outstanding shares of common stock are later changed into or exchanged for a different class of stock or securities of the Company or another corporation, that other stock or security. ARTICLE III ELIGIBILITY The individuals who shall be eligible to receive Options shall be those Employees as the Committee shall determine from time to time; provided that no Section 16 Reporting Person shall be eligible to receive any Option under the Plan. If an Employee becomes a Section 16 Reporting Person following the grant of Options to that Employee under the Plan, such previously granted Options shall not be affected. Such Employee, however, shall not be eligible for subsequent grants of Options as long as he or she is a Section 16 Reporting Person. ARTICLE IV GENERAL PROVISIONS RELATING TO OPTIONS 4.1 AUTHORITY TO GRANT OPTIONS. The Committee may grant Options to those Employees as it shall determine from time to time under the terms and conditions of the Plan. Subject only to any applicable limitations set out in the Plan, the amount of any Option and the number of shares of Stock to be covered by any Option to be granted to an Employee shall be as determined by the Committee. Each Option shall be evidenced by an Option Agreement which shall set forth the terms and conditions of the Option. An Employee who has received an Option in any year may receive an additional Option or Options in the same year or in subsequent years. 4.2 DEDICATED SHARES. The total number of shares of Stock with respect to which Options may be granted under the Plan shall be 4,000,000 shares. The shares of Stock may be treasury shares or authorized but unissued shares. The numbers of shares of Stock stated in this Section 4.2 shall be subject to adjustment in accordance with the provisions of Section 4.5. In the event that any Option shall expire or terminate for any reason or any Option is surrendered, the shares of Stock allocable to that Option may again be subject to an Option granted under the Plan. 4.3 NON-TRANSFERABILITY. Except as otherwise determined by the Committee, the Options granted hereunder shall not be transferable by the Employee otherwise than by will or under the laws of descent and distribution, and shall be exercisable, during the Employee's lifetime, only by the Employee. The Committee may grant Options that are transferable, without payment of consideration, to immediate family members of the Employee or to trusts or - 5 - 7 partnerships for such family members; the Committee may also amend outstanding Options to provide for such transferability. 4.4 REQUIREMENTS OF LAW. The Company shall not be required to sell or issue any Stock under any Option if issuing that Stock would constitute or result in a violation by the Employee or the Company of any provision of any law, statute or regulation of any governmental authority. Specifically, in connection with any applicable statute or regulation relating to the registration of securities pursuant to any Option, the Company shall not be required to issue any Stock unless the Committee has received evidence satisfactory to it to the effect that the holder of that Option will not transfer the Stock except in accordance with applicable law, including receipt of an opinion of counsel satisfactory to the Company to the effect that any proposed transfer complies with applicable law. The determination by the Committee on this matter shall be final, binding and conclusive. The Company may, but shall in no event be obligated to, register any Stock covered by the Plan pursuant to applicable securities laws of any country or any political subdivision. In the event the Stock issuable pursuant to an Option is not registered, the Company may imprint on the certificate evidencing the Stock any legend that counsel for the Company considers necessary or advisable to comply with applicable law. The Company shall not be obligated to take any other affirmative action in order to cause the exercise of, or the issuance of shares under, an Option to comply with any law or regulation of any governmental authority. 4.5 CHANGES IN THE COMPANY'S CAPITAL STRUCTURE. (a) The existence of the Plan and the Options granted hereunder shall not affect or authorize any adjustment, recapitalization, reorganization or other change in the Company's capital structure or its business, any merger or consolidation of the Company, any issue of bonds, debentures, preferred or prior preference stocks ahead of or affecting the Stock or the rights thereof, the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding. (b) In the event of any change in the outstanding shares of Stock of the Company by reason of any stock split, stock dividend, split-up, split-off, spin-off, recapitalization, merger, consolidation, liquidation, rights offering, share offering, reorganization, combination or exchange of shares, a sale by the Company of all or any part of its assets, any distribution to shareholders other than a normal cash dividend, or other extraordinary or unusual event, if the Committee shall determine, in its discretion, that such change equitably requires an adjustment in the terms of any Option or the number of shares of Stock available for Options, such adjustment may be made by the Committee and shall be final, conclusive and binding for all purposes of the Plan. - 6 - 8 4.6 TERMINATION OF EMPLOYMENT. Except as specifically provided herein, the Committee shall set forth in the Option Agreement the status of any Option or shares of Stock underlying any Option upon the termination of the Employee's employment for any reason. 4.7 ELECTION UNDER SECTION 83(B) OF THE CODE. No Employee shall exercise the election permitted under Section 83(b) of the Code without written approval of the Committee. Any Employee doing so shall forfeit all Options issued to the Employee under the Plan. 4.8 CHANGE OF CONTROL. Upon a Change of Control, all outstanding Options shall become immediately exercisable to the full extent of the grant. From and after a Change of Control, all Options shall remain exercisable for the lesser of (x) the balance of their original term and (y) (i) six months and one day after termination of an Employee's employment other than due to death, Disability or retirement at or after age 55 or (ii) one year after termination of an Employee's employment due to death, Disability or retirement at or after age 55. ARTICLE V OPTIONS 5.1 TYPE OF OPTION. All Options granted by the Committee pursuant to this Plan shall constitute nonqualified stock options. 5.2 OPTION PRICE. The price per share at which shares of Stock may be purchased under an Option (the "Option Price") shall not be less than the greater of: (a) 100% of the Fair Market Value per share of Stock on the date the Option is granted or (b) the per share par value of the Stock on the date the Option is granted. The Committee in its discretion may provide that the price per share at which shares of Stock may be purchased shall be more than 100% of Fair Market Value per share. 5.3 DURATION OF OPTIONS. No Option shall be exercisable after the expiration of 10 years from the date the Option is granted. 5.4 AMOUNT EXERCISABLE. Each Option may be exercised from time to time, in whole or in part, in the manner and subject to the conditions the Committee, in its discretion, may provide in the Option Agreement, as long as the Option is valid and outstanding. 5.5 EXERCISE OF OPTIONS. Options shall be exercised by the delivery of written notice to the Company setting forth the number of shares with respect to which the Option is to be exercised, together with: (a) cash, check, certified check, bank draft, or postal or express money order payable to the order of the Company for an amount equal to the Option Price of the shares, (b) Stock at its Fair Market Value equal to the aggregate Option Price of the shares on the date of exercise, and/or (c) any other form of payment which is acceptable to the Committee, and - 7 - 9 specifying the address to which the certificates for the shares are to be mailed. As promptly as practicable after receipt of written notification and payment, the Company shall deliver to the Employee certificates for the number of shares with respect to which the Option has been exercised, issued in the Employee's name. If shares of Stock are used in payment, the Fair Market Value of the shares of Stock tendered must be less than the aggregate Option Price of the shares being purchased, and the difference must be paid by check. Delivery shall be deemed effected for all purposes when the Company or a stock transfer agent of the Company shall have deposited the certificates in the United States mail, addressed to the optionee, at the address specified by the Employee. Whenever an Option is exercised by exchanging shares of Stock owned by the Employee, the Employee shall deliver to the Company certificates registered in the name of the Employee representing a number of shares of Stock legally and beneficially owned by the Employee, free of all liens, claims and encumbrances of every kind, accompanied by stock powers duly endorsed in blank by the record holder of the shares represented by the certificates (with signature guaranteed by the Company or a commercial bank or trust company or by a brokerage firm having a membership on a registered national stock exchange). The delivery of certificates upon the exercise of Options is subject to the condition that the person exercising the Option provide the Company with the information the Company might reasonably request pertaining to exercise, sale or other disposition. 5.6 SUBSTITUTION OPTIONS. Options may be granted under the Plan from time to time in substitution for stock options held by employees of other corporations who are about to become employees of or affiliated with the Company or any Affiliate as the result of (i) the merger or consolidation of the employing corporation with the Company or any Affiliate, (ii) the acquisition by the Company or any Affiliate of the assets of the employing corporation, or (iii) the acquisition by the Company or any Affiliate of stock of the employing corporation as the result of which it becomes an Affiliate of the Company. The terms and conditions of the substitute Options granted may vary from the terms and conditions set out in the Plan to the extent the Committee, at the time of grant, may deem appropriate to conform, in whole or in part, to the provisions of the stock options in substitution for which they are granted. 5.7 NO RIGHTS AS STOCKHOLDER. No Employee shall have any rights as a stockholder with respect to Stock covered by an Option until the date a stock certificate is issued for the Stock. 5.8 LIMITATIONS. Subject to the provisions of Section 4.2 hereof, the maximum number of Options which may be awarded under this Article V during the term of the Plan shall be 2,000,000 shares. - 8 - 10 ARTICLE VI ADMINISTRATION The Plan shall be administered by the Committee. All questions of interpretation and application of the Plan and Options granted thereunder shall be subject to the determination of the Committee. A majority of the members of the Committee shall constitute a quorum. All determinations of the Committee shall be made by a majority of its members. Any decision or determination reduced to writing and signed by a majority of the members shall be as effective as if it had been made by a majority vote at a meeting properly called and held. In carrying out its authority under the Plan, the Committee shall have full and final authority and discretion, including but not limited to the following rights, powers and authorities, to: (a) determine the Employees to whom and the time or times at which Options will be granted, (b) determine the number of shares and the purchase price of Stock covered by each Option, subject to the terms of the Plan, (c) determine the terms, provisions and conditions of each Option, which need not be identical, (d) define the effect, if any, on an Option of the death, Disability, retirement, or termination of employment of the Employee, (e) adopt modifications and amendments to the Plan or any Option Agreement, including, without limitation, any modifications or amendments that are necessary to comply with the laws of the countries in which the Company or its Affiliates operate, (f) proscribe, amend and rescind rules and regulations relating to administration of the Plan, and (g) make all other determinations and take all other actions deemed necessary, appropriate or advisable for the proper administration of the Plan. The actions of the Committee in exercising the rights, powers and authorities set forth in this Article and all other Articles of the Plan, when performed in good faith and in its sole judgment, shall be final, conclusive and binding on all parties. - 9 - 11 ARTICLE VII MISCELLANEOUS 7.1 AMENDMENT OR TERMINATION OF PLAN. The Board of Directors of the Company may amend, terminate or suspend the Plan at any time, in its sole and absolute discretion. 7.2 NO ESTABLISHMENT OF A TRUST FUND. No property shall be set aside nor shall a trust fund of any kind be established to secure the rights of any Employee under the Plan. All Employees shall at all times rely solely upon the general credit of the Company for the payment of any benefit which becomes payable under the Plan. 7.3 NO EMPLOYMENT OBLIGATION. The granting of an Option shall not constitute an employment contract, express or implied, nor impose upon the Company or any Affiliate any obligation to employ or continue to employ any Employee. The right of the Company or any Affiliate to terminate the employment of any person shall not be diminished or affected by reason of the fact that an Option has been granted to him. 7.4 TAX WITHHOLDING. The Company or any Affiliate shall be entitled to deduct from other compensation payable to each Employee any sums required by federal, state or local tax law to be withheld with respect to the grant or exercise of an Option. In the alternative, the Company may require the Employee (or other person exercising the Option) to pay the sum directly to the employer corporation. If the Employee (or other person exercising the Option) is required to pay the sum directly, payment in cash or by check of such sums for taxes shall be delivered within 10 days after the date of exercise. The Company shall have no obligation upon exercise of any Option until payment has been received, unless withholding as of or prior to the date of exercise is sufficient to cover all sums due with respect to that exercise. The Company and its Affiliates shall not be obligated to advise an Employee of the existence of the tax or the amount which the employer corporations will be required to withhold. The Committee may, in its discretion, provide in any Option Agreement that the Employee is entitled to receive a cash payment from the Company in addition to, but not in lieu of, shares of Stock received pursuant to any Option for the purpose of offsetting the tax liability, determined in the discretion of the Committee, on the issuance of the shares. 7.5 INDEMNIFICATION OF THE COMMITTEE AND THE BOARD OF DIRECTORS. With respect to administration of the Plan, the Company shall indemnify each present and future member of the Committee and the Board of Directors, and each member of the Committee and the Board of Directors shall be entitled without further act on his part to indemnity from the Company to the fullest extent allowed under the Texas Business Corporation Act, as amended. 7.6 GENDER. If the context requires, words of one gender when used in the Plan shall include the others and words used in the singular or plural shall include the other. - 10 - 12 7.7 HEADINGS. Headings of Articles and Sections are included for convenience of reference only and do not constitute part of the Plan and shall not be used in construing the terms of the Plan. 7.8 OTHER COMPENSATION PLANS. The adoption of the Plan shall not preclude the Company from establishing any other forms of incentive or other compensation for employees of the Company or any Affiliate. 7.9 OTHER OPTIONS. The grant of an Option shall not confer upon the Employee the right to receive any future or other Options under the Plan, whether or not Options may be granted to similarly situated Employees, or the right to receive future Options upon the same terms or conditions as previously granted. 7.10 GOVERNING LAW. The provisions of the Plan shall be construed, administered, and governed under the laws of the State of Texas. - 11 - -----END PRIVACY-ENHANCED MESSAGE-----