First Amendment to Service Corporation International Director Fee Plan

Summary

Service Corporation International has amended its Director Fee Plan, originally approved by its Board and shareholders, to change the payment date for the annual retainer fee. Effective November 13, 2002, the annual retainer fee will now be paid on the day of the annual shareholders meeting. This amendment clarifies when directors will receive their compensation under the plan.

EX-10.33 6 h02718exv10w33.txt 1ST AMENDMENT TO DIRECTOR FEE PLAN EXHIBIT 10.33 FIRST AMENDMENT TO DIRECTOR FEE PLAN WHEREAS, the Board of Directors of Service Corporation International (the "Company") adopted, and, on May 10, 2001, the shareholders of the Company approved, the Service Corporation International Director Fee Plan (the "Plan"); and WHEREAS, the Company desires to amend a certain provision of the Plan relating to the Payment Date (as defined therein); W I T N E S E T H Effective as of November 13, 2002, the first sentence of Section 4.3 of the Plan is amended to read as follows in its entirety: "4.3 The annual retainer fee shall be paid on the day of the annual shareholders meeting (the "Payment Date")." SERVICE CORPORATION INTERNATIONAL November 13, 2002