<PAGE> 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
<TABLE>
<CAPTION>
============================================================================================================
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
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
COMMON STOCK, $1.00 PER
SHARE PAR VALUE
("COMMON STOCK") 4,000,000(3) $33.28125 $128,701,439.93 $39,001
============================================================================================================
</TABLE>
(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.
================================================================================
<PAGE> 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.
<PAGE> 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.
<TABLE>
<CAPTION>
Exhibit No. Exhibit
- ----------- -------
<S> <C>
*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
</TABLE>
- ------------
* Incorporated by reference as indicated
<PAGE> 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.
<PAGE> 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.
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
* 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)
</TABLE>
<PAGE> 6
<TABLE>
<S> <C> <C>
* 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)
</TABLE>
* 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
<PAGE> 7
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Exhibit
- ----------- -------
<S> <C>
*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
</TABLE>
- ------------
* Incorporated by reference as indicated
<PAGE> 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.
<PAGE> 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.
<PAGE> 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
<PAGE> 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;
<PAGE> 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
<PAGE> 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;
<PAGE> 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
<PAGE> 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;
<PAGE> 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
<PAGE> 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;
<PAGE> 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
<PAGE> 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;
<PAGE> 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
<PAGE> 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;
<PAGE> 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
<PAGE> 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;
<PAGE> 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.
<PAGE> 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;
<PAGE> 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.
<PAGE> 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;
<PAGE> 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
<PAGE> 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;
<PAGE> 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
<PAGE> 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;
<PAGE> 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
<PAGE> 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;
<PAGE> 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.
<PAGE> 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;
<PAGE> 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.
<PAGE> 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;
<PAGE> 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.
<PAGE> 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;
<PAGE> 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
<PAGE> 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;
<PAGE> 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
<PAGE> 1
EXHIBIT 99.1
SERVICE CORPORATION INTERNATIONAL
1996 NONQUALIFIED INCENTIVE PLAN
<PAGE> 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.
<PAGE> 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 -
<PAGE> 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.
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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.
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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
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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.
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<PAGE> 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
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<PAGE> 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.
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<PAGE> 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.
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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.
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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.
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