Second Amendment to Service Corporation International Director Fee Plan

Summary

Service Corporation International has amended its Director Fee Plan, effective May 8, 2003. The amendment clarifies that only current directors, not directors emeritus, are eligible to participate in the plan. All references to 'director emeritus' have been removed. This change was approved by the company's Board of Directors.

EX-10.2 4 h07919exv10w2.txt 2ND AMEND.TO DIRECTOR FEE PLAN Exhibit 10.2 SECOND AMENDMENT TO DIRECTOR FEE PLAN WHEREAS, the Board of Directors of Service Corporation International (the "Company") desires to amend the Service Corporation International Director Fee Plan (the "Plan") so that the Plan shall not be applicable to any director emeritus; WITNESSETH Effective as of May 8, 2003, the Plan is hereby amended as follows: 1. The sentence in Section 2 of the Plan is amended to read as follows in its entirety: Each director (a "Director") of the Board of Directors of the Company (the "Board") shall be eligible for participation in the Plan. 2. The Plan is amended to delete all references to "director emeritus." SERVICE CORPORATION INTERNATIONAL May 8, 2003