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As filed with the Securities and Exchange Commission on January 22, 1999
Registration No.333 - _______________
================================================================================
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)
Equity Corporation International Amended and Restated 1994
Long-Term Incentive Plan
(FULL TITLE OF THE PLAN)
James M. Shelger, Esq.
Senior Vice President, General Counsel and Secretary
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 maximum Proposed
Title of securities to be Amount to offering price maximum aggregate Amount of
registered be registered per share(2) offering price (2) registration fee
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 1,199,867 $23.6515 $28,378,654 $7,890
$1.00 par value (1)
=========================================================================================================================
</TABLE>
(1) There are also registered hereunder the Series D Junior Participating
Preferred Stock of the Registrant (the "Rights") associated with the
shares of Common Stock being registered. Until the occurrence of certain
prescribed events, the Rights are not exercisable, are evidenced by the
certificates for the Common Stock and will be transferred along with and
only with such securities. Thereafter, separate Rights certificates will
be issued representing one Right for each share of Common Stock held,
subject to adjustment pursuant to antidilution provisions.
(2) Pursuant to Rule 457(h) of the Securities Act of 1933, includes all
options previously granted at an aggregate exercise price of $28,378,654.
<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, 1997;
(ii) The Company's Quarterly Reports for the quarters ended March 31,
1998, June 30, 1998 and September 30, 1998;
(iii) The Company's Current Reports on Form 8-K dated March 24, 1998, May
14, 1998, December 11, 1998 and January 20, 1999;
(iv) The description of the Common Stock set forth under the caption "Item
1. Description of Securities to be Registered--Capital Stock" in the Form 8,
Amendment No. 3, dated September 15, 1982, to the Company's Registration
Statement on Form 8-A; and
(v) The description of the Company's Series D Junior Participating
Preferred Stock Purchase Rights contained in the Company's Registration
Statement on Form 8-A dated May 15, 1998.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, subsequent to the date hereof
and 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 filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
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
was, 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 a
director or officer of the corporation, such conduct was in the corporation's
best interests; and, in all other cases, that such conduct was at least 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.
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
2
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knowing violation of law, (iii) for any transaction for which the director
received an improper benefit, whether or not the benefit resulted from an 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 Bylaws 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 and certain officers and directors
of its wholly owned subsidiaries against certain liabilities for actions taken
in such capacities, including liabilities under the Securities Act of 1933, as
amended.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit No. Exhibit
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<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 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).
4.3 Bylaws, as amended. (Incorporated by reference to Exhibit 3.7 to Form 10-K for the fiscal
year ended December 31, 1991).
4.4 Rights Agreement dated as of May 14, 1998 between the Company and Harris Trust and
Savings Bank. (Incorporated by reference to Exhibit 1 to Form 8-A dated May 15, 1998).
4.5 Statement of Resolution Establishing Series of Shares of Series D Junior Participating
Preferred Stock dated July 27, 1998. (Incorporated by reference to Exhibit 3.2 to Form
10-Q for the fiscal quarter ended June 30, 1998).
4.6 Equity Corporation International Amended and Restated 1994 Long-Term Incentive Plan
5 Opinion of Locke Liddell & Sapp LLP.
23.1 Consent of Locke Liddell & Sapp LLP. (Included in Exhibit 5).
23.2 Consent of PricewaterhouseCoopers LLP.
24 Powers of Attorney.
</TABLE>
3
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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 of 1933, 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.
4
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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 20th day of January,
1999.
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>
SIGNATURE Title Date
--------- ----- ----
<S> <C> <C>
* Chairman of the Board and Chief January 20, 1999
------------------------------------------ Executive Officer
R. L. Waltrip
* Senior Vice President and Chief January 20, 1999
------------------------------------------ Financial Officer (Principal
George R. Champagne Financial Officer)
* Corporate Controller of SCI January 20, 1999
------------------------------------------ Management Corporation (a
Wesley T. McRae subsidiary of the Registrant)
(Principal Accounting Officer)
* Director January 20, 1999
------------------------------------------
Anthony L. Coelho
* Director January 20, 1999
------------------------------------------
Jack Finkelstein
</TABLE>
5
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<TABLE>
<CAPTION>
SIGNATURE Title Date
--------- ----- ----
<S> <C> <C>
* Director January 20, 1999
------------------------------------------
A.J. Foyt, Jr.
* Director January 20, 1999
------------------------------------------
James H. Greer
* Director January 20, 1999
------------------------------------------
L. William Heiligbrodt
* Director January 20, 1999
------------------------------------------
B.D. Hunter
* Director January 20, 1999
------------------------------------------
John W. Mecom, Jr.
* Director January 20, 1999
------------------------------------------
Clifton H. Morris, Jr.
* Director January 20, 1999
------------------------------------------
E.H. Thornton, Jr.
* Director January 20, 1999
------------------------------------------
W. Blair Waltrip
* Director January 20, 1999
------------------------------------------
Edward E. Williams
*By: /s/ JAMES M. SHELGER
------------------------------------------
James M. Shelger
Attorney-in-Fact
</TABLE>
6
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Exhibit
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<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 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).
4.3 Bylaws, as amended. (Incorporated by reference to Exhibit 3.7 to Form 10-K for the fiscal
year ended December 31, 1991).
4.4 Rights Agreement dated as of May 14, 1998 between the Company and Harris Trust and
Savings Bank. (Incorporated by reference to Exhibit 1 to Form 8-A dated May 15, 1998).
4.5 Statement of Resolution Establishing Series of Shares of Series D Junior Participating
Preferred Stock dated July 27, 1998. (Incorporated by reference to Exhibit 3.2 to Form
10-Q for the fiscal quarter ended June 30, 1998).
4.6 Equity Corporation International Amended and Restated 1994 Long-Term Incentive Plan
5 Opinion of Locke Liddell & Sapp LLP.
23.1 Consent of Locke Liddell & Sapp LLP. (Included in Exhibit 5).
23.2 Consent of PricewaterhouseCoopers LLP.
24 Powers of Attorney.
</TABLE>
<PAGE> 1
EXHIBIT 4.6
REFLECTING AMENDMENTS THROUGH MAY 21, 1997
AMENDMENT AND RESTATEMENT OF THE
EQUITY CORPORATION INTERNATIONAL
1994 LONG-TERM INCENTIVE PLAN
September 19, 1995
SECTION 1. PURPOSE
The purposes of the Equity Corporation International 1994 Long-Term Incentive
Plan (the "Plan") are to promote the interests of the Company and its
shareholders by (i) attracting and retaining executive personnel and other key
employees of outstanding ability; (ii) motivating executive personnel and other
key employees, by means of performance-related incentives, to achieve
longer-range performance goals; and (iii) enabling such employees to participate
in the long-term growth and financial success of the Company.
SECTION 2. DEFINITIONS
"Act" shall mean the Securities Exchange Act of 1934, as amended.
"Affiliate" shall mean any company or other entity which is not a Subsidiary but
as to which the Company possesses a direct or indirect ownership interest and
has representation on the board of directors or any similar governing body.
"Award" shall mean a grant or award under Sections 6 through 10, inclusive, of
the Plan, as evidenced in a written document delivered to a Participant as
provided in Section 11(b).
"Board of Directors" or "Board" shall mean the Board of Directors of the
Company.
"Change in Control" shall be deemed to have occurred if (i) any person(s) (as
such term is used in Sections 13(d) and 14(d)2 of the Act) or parties other than
the current stockholders of the Company as of the date the Plan is approved
becomes the beneficial owner (as defined in Rule 13d-3 under the
<PAGE> 2
PAGE 2
Act), directly or indirectly, of securities of the Company representing 25% or
more of the combined voting power of the Company's then outstanding securities,
or (ii) the stockholders of the Company approve a merger, consolidation, sale or
disposition of all or substantially all of the Company's assets or plan of
liquidation.
"Code" shall mean the Internal Revenue Code of 1986, as amended from time to
time.
"Committee" shall mean such committee of the Board of Directors as is designated
by the Board of Directors to administer the Plan. None of the members of the
Committee can be a former officer of the Company or a former employee receiving
deferred compensation.
"Common Stock" or "Stock" shall mean the Common Stock, par value $0.01 per
share, of the Company.
"Company" shall mean Equity Corporation International, a Delaware corporation.
"Designated Beneficiary" shall mean the beneficiary designated by the
Participant, in a manner determined by the Committee, to receive amounts due the
Participant in the event of the Participant's death. In the absence of an
effective designation by the Participant, Designated Beneficiary shall mean the
Participant's estate.
"Employee" shall mean any employee of any Employer.
"Employer" shall mean the Company and any Subsidiary or Affiliate.
"Fair Market Value" shall mean, with respect to the closing price of a share of
Stock quoted on the New York Stock Exchange Composite Tape, or if the Stock is
not listed on the New York Stock Exchange, on the principal United States
securities exchange registered under the Act on which such stock is listed, or
if the Stock is not listed on any such stock exchange, the last sale price, or
if none is reported, the highest closing bid quotation on the National
Association of Securities Dealers, Inc., Automated Quotations System or any
successor system then in use on the date of grant, or if none are available on
such day, on the next preceding day for which are available, of if no such
quotations are available, the fair market value on the date of grant of a share
of Stock as determined in good faith by the Board of Directors; provided,
however, with respect to any initial Award granted as of the effective date of
the initial public offering ("IPO") of the Stock, Fair Market Value shall mean
<PAGE> 3
PAGE 3
the IPO offering price per share of Stock. In the event the Stock is not
publicly traded at the time a determination of its fair market value is required
to be made hereunder, the determination of fair market value is required to be
made hereunder, the determination of fair market value shall be made in good
faith by the Committee.
"Fiscal Year" shall mean the fiscal year of the Company.
"Incentive Stock Option" shall mean a stock option granted under Section 6 which
is intended to meet the requirements of Section 422 of the Code or any successor
provision thereto.
"Non-Employee Director" shall mean a member of the Board of Directors who is not
otherwise employed by the Company or a Subsidiary.
"Nonqualified Stock Option" shall mean a stock option granted under Section 6
which is not intended to be an Incentive Stock Option.
"Option" shall mean an Incentive Stock Option or a Nonqualified Stock Option.
"Participant" shall mean an individual who (i) is selected by the Committee to
receive an Award under the Plan or (ii) is entitled pursuant to the provisions
of Section 6(a)(2) to receive a Nonqualified Stock Option under the Plan.
"Payment Value" shall mean the dollar amount assigned to a Performance Share
which shall be equal to the Fair Market Value of the Common Stock on the day of
the Committee's determination under Section 8(c)(1) with respect to the
applicable Performance Cycle.
"Performance Cycle" or "Cycle" shall mean the period selected by the Committee
during which the performance is measured for the purpose of determining the
extent to which an award of Performance Shares has been earned.
<PAGE> 4
PAGE 4
"Performance Goals" shall mean the objectives established by the Committee for a
Performance Cycle, for the purposes of determining the extent to which
Performance Shares which have been contingently awarded for such Cycle are
earned.
"Performance Share" shall mean an award granted pursuant to Section 8 of the
Plan expressed as a share of Common Stock.
"Restricted Period" shall mean the period selected by the Committee during which
a grant of Restricted Stock or Restricted Stock Units may be forfeited to the
Company.
"Restricted Stock" shall mean shares of Common Stock contingently granted to a
Participant under Section 9 of the Plan.
"Restricted Stock Unit" shall mean a fixed or variable dollar denominated unit
contingently awarded under Section 9 of the Plan.
"Rule 16b-3" shall mean Rule 16b-3 promulgated by the Securities and Exchange
Commission under the Act, or any successor rule or regulations thereto as in
effect from time to time.
"Stock Appreciation Right" shall mean a right granted under Section 7.
"Stock Unit Award" shall mean an award of Common Stock or units granted under
Section 10.
"Subsidiary" shall mean any business entity in which the Company possesses
directly or indirectly fifty percent (50%) or more of the total combined voting
power.
SECTION 3. ADMINISTRATION
The Plan shall be administered by the Committee, which Committee shall consist
of at least two members. All members of the Committee shall be "disinterested
persons" within the meaning of Rule 16b-3 and "outside directors", as defined in
Section 162(m) of the Code and regulations promulgated thereunder. A majority of
the Committee shall constitute a quorum, and the acts of the
<PAGE> 5
PAGE 5
members of the Committee who are present at any meeting thereof at which a
quorum is present, or acts unanimously approved by the members of the Committee
in writing, shall be the acts of the Committee. Subject to the terms of the Plan
and applicable law, the Committee shall have sole and complete authority to
adopt, alter and repeal such administrative rules, guidelines and practices
governing the operation of the Plan as it shall from time to time deem
advisable, and to interpret the terms and provisions of the Plan. The Committee
may delegate to one or more executive officers of the Company the power to make
Awards to Participants who are not subject to Section 16 of the Act provided the
Committee shall fix the maximum amount of such Awards for the group and a
maximum for any one Participant. The Committee's decisions shall be binding upon
all persons, including the Company, its stockholders, Employers, Employees,
Participants and Designated Beneficiaries.
SECTION 4. ELIGIBILITY
All employees, directors and non-employee consultants and advisors of the
Company who, in the opinion of the Committee, have the capacity for contributing
in a substantial measure to the successful performance of the Company are
eligible to be Participants in the Plan.
SECTION 5. MAXIMUM AMOUNT AVAILABLE FOR AWARDS
(a) The maximum number of shares of Stock in respect of which Awards may be
made under the Plan shall be a total of 1,950,000 shares of Common Stock.
Also, no Participant may receive Awards that in aggregate equal more than
35% of all shares authorized for grant under this Plan. Shares of Common
Stock may be made available from the authorized but unissued shares of the
Company or from shares reacquired by the Company, including shares
purchased in the open market. In the event that (i) an Option or Stock
Appreciation Right is settled for cash or expires or is terminated
unexercised as to any shares of Common Stock covered thereby, or (ii) any
Award in respect of shares is canceled or forfeited for any reason under
the Plan without the delivery of shares of Common Stock, such shares shall
thereafter be again available for award pursuant to the Plan.
<PAGE> 6
PAGE 6
(b) In the event that the Committee shall determine that any stock dividend,
extraordinary cash dividend, recapitalization, reorganization, merger,
consolidation, split-up, spin-off, combination, exchange of shares,
warrants or rights offering to purchase Common Stock as a price
substantially below fair market value, or other similar corporate event
affects the Common Stock such that an adjustment is required in order to
preserve the benefits or potential benefits intended to be made available
under this Plan, then the Committee shall, in its sole discretion, and in
such manner as the Committee may deem equitable, adjust any or all of (1)
the number and kind of shares which thereafter may be awarded or optioned
and sold or made the subject of Stock Appreciation Rights under the Plan,
(2) the number and kind of shares subject to Options and other Awards, and
(3) the grant, exercise or conversion price with respect to any of the
foregoing and/or, if deemed appropriate, make provision for cash payment
to a Participant or a person who has an outstanding Option or other Award;
provided, however, that the number of shares subject to any Option or
other Award shall always be a whole number.
SECTION 6. STOCK OPTIONS
(a) Grant.
(1) Subject to the provisions of the Plan, the Committee shall have sole
and complete authority to determine the Participants to whom Options
shall be granted, the number of shares to be covered by each Option,
the option price therefor and the conditions and limitations
applicable to the exercise of the Option. The Committee shall have
the authority to grant Incentive Stock Options, or to grant
Nonqualified Stock Options, or to grant both types of options. In
the case of Incentive Stock Options, the terms and conditions of
such grants shall be subject to and comply with such rules as may be
prescribed by Section 422 of the Code, as from time to time amended,
and any implementing regulations.
(2) Non-Employee Directors shall automatically receive Nonqualified
Stock Options to purchase Common Stock without the exercise of the
discretion of any person or persons as set forth herein. Upon
commencement of service, a Non-Employee
<PAGE> 7
PAGE 7
Director will receive a Nonqualified Stock Option to purchase 10,000
shares of Common Stock (22,500 shares for those Non-Employee
Directors who serve in such capacities upon the effective date of
this Plan). In addition, each Non-Employee Director who is in office
immediately after each annual meeting of the Company's stockholders
held during the term of the Plan and who is not then entitled to
receive an Option pursuant to the foregoing sentence due to
commencement of service will receive, as of the date of such
meeting, Nonqualified Stock Options to purchase an additional 5,000
shares of Common Stock. Options granted to Non-Employee Directors
will become exercisable in one-third (1/3) increments on each of the
first three anniversaries of the date of grant.
(b) Option Price.
The Committee shall establish the option price at the time each Option is
granted, which price shall not be less than 100% of the Fair Market Value
of the Common Stock on the date of grant, except that, the option price
for any option described in Section 6(a)(2) shall be equal to 100% of the
Fair Market Value of the Common Stock on the date of grant.
(c) Exercise.
(1) Each Option shall be exercisable at such times and subject to such
terms and conditions as the Committee may, in its sole discretion,
specify in the applicable Award or thereafter or as otherwise
provided in this Plan; provided, however, that in no event may any
Option granted hereunder be exercisable after the expiration of ten
years from the date of such grant. The Committee may impose such
conditions with respect to the exercise of Options, including
without limitation, any relating to the application of federal or
state securities laws, as it may deem necessary or advisable.
(2) No shares shall be delivered pursuant to any exercise of an Option
until payment in full of the option price therefor is received by
the Company. Such payment may be made in cash, or its equivalent,
or, if and to the extent permitted by the Committee,
<PAGE> 8
PAGE 8
by exchanging shares of Common Stock owned by the optionee (which
are not the subject of any pledge or other security interest), or by
a combination of the foregoing, provided that the combined value of
all cash and cash equivalents and the Fair Market Value of any such
Common Stock so tendered to the Company, valued as of the date of
such tender, is at least equal to such option price.
SECTION 7. STOCK APPRECIATION RIGHTS
(a) The Committee may, with sole and complete authority, grant Stock
Appreciation Rights in tandem with an Option, in addition to an Option, or
freestanding and unrelated to an Option. Stock Appreciation Rights granted
in tandem with or in addition to an Option may be granted either at the
same time as the Option or at a later time. Stock Appreciation Rights
shall not be exercisable earlier than six months after grant, shall not be
exercisable after the expiration of ten years from the date of grant and
shall have an exercise price of not less than 100% of the Fair Market
Value of the Common Stock on the date of grant.
(b) A Stock Appreciation Right shall entitle the Participant to receive from
the Company an amount equal to the excess of the Fair Market Value or
other specified valuation of a share of Common Stock on the exercise of
the Stock Appreciation Right over the grant price thereof, provided that
the Committee may for administrative convenience determine that, for any
Stock Appreciation Right which is not related to an Incentive Stock Option
which Stock Appreciation Right can only be exercised during limited
periods of time in order to satisfy the conditions of certain rules of the
Securities and Exchange Commission, the exercise of any Stock Appreciation
Right for cash during such limited period shall be deemed to occur for all
purposes hereunder on the day during such limited period on which the Fair
Market Value of the Stock is the highest. Any such determination by the
Committee may be changed by the Committee from time to time and may govern
the exercise of Stock Appreciation Rights granted prior to such
determination as well as Stock Appreciation Rights thereafter granted. The
Committee shall determine upon the exercise of a Stock Appreciation Right
whether such Stock Appreciation Right shall be settled in cash, shares of
Common Stock, Stock Options, or a combination thereof.
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PAGE 9
(c) A Limited Stock Appreciation Right related to an Option which can only be
exercised during limited periods following a Change in Control of the
Company, may entitle the Participant to receive an amount based upon the
highest price paid or offered for Common Stock in any transaction relating
to the Change in Control or paid during the thirty-day period immediately
preceding the occurrence of the Change in Control in any transaction
reported on any securities exchange or transaction reporting system upon
which the Common Stock is then listed.
SECTION 8. PERFORMANCE SHARES
(a) The Committee shall have sole and complete authority to determine the
Participants who shall receive Performance Shares and the number of such
shares for each Performance cycle, and to determine the duration of each
Performance Cycle and the value of each Performance Share. There may be
more than one Performance Cycle in existence at any one time, and the
duration of Performance Cycles may differ from each other.
(b) The Committee shall establish Performance Goals for each Cycle on the
basis of such criteria and to accomplish such objectives as the Committee
may from time to time select. During any Cycle, the Committee may adjust
the Performance Goals for such Cycle as it deems equitable in recognition
of unusual or non-recurring events affecting the Company, changes in
applicable tax laws or accounting principles, or such other factors as the
Committee may determine.
(c) (1) As soon as practicable after the end of a Performance Cycle, the
Committee shall determine the number of Performance Shares which
have been earned on the basis of performance in relation to the
established Performance Goals.
(2) Payment Values of earned Performance Shares shall be distributed to
the Participant or, if the Participant has died, to the
Participant's Designated Beneficiary, as soon as practicable after
the expiration of the Performance Cycle and the Committee's
determination under paragraph (1), above. The Committee shall
determine whether Payment Values are to be distributed in the form
of cash or shares of Common Stock.
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PAGE 10
SECTION 9. RESTRICTED STOCK AND RESTRICTED STOCK UNITS
(a) Subject to the provisions of the Plan, the Committee shall have sole and
complete authority to determine the Participants to whom shares of
Restricted Stock and Restricted Stock Units shall be granted, the number
of shares of Restricted Stock and the number of Restricted Stock Units to
be granted to each Participant, the duration of the Restricted Period
during which, and the conditions under which, the Restricted Stock and
Restricted Stock Units may be forfeited to the Company, and the other
terms and conditions of such awards. The Restricted Period may be
shortened, lengthened or waived by the Committee at any time in its
discretion with respect to one or more Participants or Awards outstanding.
(b) Shares of Restricted Stock and Restricted Stock Units may not be sold,
assigned, transferred, pledged or otherwise encumbered, except as herein
provided, during the Restricted Period. Certificates issued in respect of
shares of Restricted Stock shall be registered in the name of the
Participant and deposited by such Participant, together with a stock power
endorsed in blank, with the Company. At the expiration of the Restricted
Period, the Company shall deliver such certificates to the Participant or
the Participant's legal representative. Payment for Restricted Stock Units
shall be made to the Company in cash/or shares of Common Stock, as
determined at the sole discretion of the Committee.
SECTION 10. OTHER STOCK BASED AWARDS
(a) In addition to granting Option, Stock Appreciation Rights, Performance
Shares, Restricted Stock and Restricted Stock Units, the Committee shall
have authority to grant to Participants Stock Unit Awards which can be in
the form of Common Stock or units, the value of which is based, in whole
or in part, on the value of Common Stock. Subject to the provisions of the
Plan, including Section 11(b) below, Stock Unit Awards shall be subject to
such terms, restrictions, conditions, vesting requirements and payment
rules (all of which are sometimes hereinafter collectively referred to as
"rules") as the Committee may determine in its sole and complete
discretion at the time of grant. The rules need not be identical for each
Stock Unit Award.
<PAGE> 11
PAGE 11
(b) In the sole and complete discretion of the Committee, a Stock Unit Award
may be granted subject to the following rules:
(1) Any shares of Common Stock which are part of a Stock Unit Award may
not be assigned, sold, transferred, pledged or otherwise encumbered
prior to the date on which the shares are issued, or, if later, the
date provided by the Committee at the time of grant of the Stock
Unit Award.
(2) Stock Unit Awards may provide for the payment of cash consideration
by the person to whom such Award is granted or provide that the
Award, and any Common Stock to be issued in connection therewith, if
applicable, shall be delivered without the payment of cash
consideration, provided that for any Common Stock to be purchased in
connection with a Stock Unit Award the purchase price shall be at
least 50% of the Fair Market Value of such Common Stock on the date
such Award is granted.
(3) Stock Unit Awards may relate in whole or in part to certain
performance criteria established by the Committee at the time of
grant.
(4) Stock Unit Awards may provide for deferred payment schedules and/or
vesting over a specified period of employment.
(5) In such circumstances as the Committee may deem advisable, the
Committee may waive or otherwise remove, in whole or in part, any
restriction or limitation to which a Stock Unit Award was made
subject at the time of grant.
(c) In the sole and complete discretion of the Committee, an Award, whether
made as a Stock Unit Award under this Section 10 or as an Award granted
pursuant to Sections 6 through 9, may provide the Participant with (i)
dividends or dividend equivalents (payable on a current or deferred basis)
and (ii) cash payments in lieu of or in addition to an Award.
<PAGE> 12
PAGE 12
SECTION 11. GENERAL PROVISIONS
(a) Withholding.
The Employer shall have the right to deduct from all amounts paid to a
Participant in cash (whether under this Plan or otherwise) any taxes
required by law to be withheld in respect of Awards under this Plan. In
the case of payments of incentive awards in the form of Common Stock, at
the Committee's discretion the Participant may be required to pay to the
Employer the amount of any taxes required to be withheld with respect to
such Common Stock, or, in lieu thereof, the Employer shall have the right
to retain (or the Participant may be offered the opportunity to elect to
tender) the number of shares of Common Stock whose Fair Market Value
equals the amount required to be withheld.
(b) Awards.
Each Award hereunder shall be evidenced in writing, delivered to the
Participant and shall specify the terms and conditions thereof and any
rules applicable thereto, including but not limited to the effect on such
Award of the death, retirement or other termination of employment of the
Participant and the effect thereon, if any, of a Change in Control of the
Company.
(c) Nontransferability.
No Award shall be assignable or transferable except by will or the laws of
descent and distribution (or, in the case of Restricted Stock, to the
Company), and no right or interest in any Award of any Participant shall
be subject to any lien, obligation or liability of the Participant.
Notwithstanding the above, in the discretion of the Committee, Awards may
be transferable pursuant to a qualified domestic relations order as
determined by the Committee. In addition, the Committee may prescribe and
include in applicable Award agreements other restrictions on transfer.
Each Award, and each right under any Award, shall be exercisable only by
the Participant during the Participant's lifetime, or, if permissible
under applicable
<PAGE> 13
PAGE 13
law, by the Participant's guardian or legal representative or by a
transferee receiving such Award pursuant to a qualified domestic relations
order as determined by the Committee.
(d) No Right to Employment.
No person shall have any claim or right to be granted an Award, and the
grant of an Award shall not be construed as giving a Participant the right
to be retained in the employ of the Employer. Further, the Employer
expressly reserves the right at any time to dismiss a Participant free
from any liability, or any claim under the Plan, except as provided herein
or in any agreement entered into with respect to an Award.
(e) No Rights as Stockholder.
Subject to the provisions of the applicable Award, no Participant or
Designated Beneficiary shall have any rights as a stockholder with respect
to any shares of Common Stock to be distributed under the Plan until he or
she has become the holder thereof. Notwithstanding the foregoing, in
connection with each grant of Restricted Stock hereunder, the applicable
Award shall specify if and to what extent the Participant shall not be
entitled to the rights of a stockholder in respect of such Restricted
Stock.
(f) Construction of the Plan.
The validity, construction, interpretation, administration and effect of
the Plan and of its rules and regulations, and rights relating to the
Plan, to the extent not otherwise governed by the mandatory provisions of
the Code or the securities laws of the United States, shall be determined
solely in accordance with the laws of the state of Texas.
(g) Effective Date.
The Plan, as amended and restated, shall be effective on September 19,
1995. No Options or Awards may be granted under the Plan after October 18,
2004; however, all previous
<PAGE> 14
PAGE 14
awards made that have not expired under their original terms at the time
the Plan expires will remain outstanding.
(h) Amendment of Plan.
The Board of Directors may amend, suspend or terminate the Plan or any
portion thereof at any time, provided that no amendment shall be made
without stockholder approval if such approval is necessary to comply with
any tax or regulatory requirement, including for these purposes any
approval requirement which is a prerequisite for exemptive relief under
Section 16(b) of the Act and Rule 16b-3; provided, however, that the
provisions of Section 6(a)(2) of this Plan shall not be amended more
frequently than once every six months, other than to comport with changes
in the Code and the Employee Retirement Income Security Act, as amended,
or the rules thereunder. Notwithstanding anything to the contrary
contained herein, the Committee may amend the Plan in such manner as may
be necessary so as to have the Plan conform with local rules and
regulations.
(i) Amendment of Award.
The Committee may amend, modify or terminate any outstanding Award without
the Participant's consent at any time prior to payment or exercise in any
manner not inconsistent with the terms of the Plan, including without
limitation, (I) to change the date or dates of which (A) an Option or
Stock Appreciation Rights becomes exercisable; (B) a Performance Share is
deemed earned; (C) Restricted Stock becomes nonforfeitable; or (II) to
cancel and reissue an Award under such different terms and conditions as
it determines appropriate.
(j) Change in Control.
In order to preserve a Participant's rights under an Award in the event of
a Change in Control of the Company, the Committee in its discretion may,
at the time an Award is made or any time thereafter, take one or more of
the following action: (i) provide for the acceleration of any time period
relating to the exercise of the Award, (ii) provide for the purchase of
the Award upon the Participant's request for an amount of cash or other
property that could have
<PAGE> 15
PAGE 15
been received upon the exercise or realization of the Award had the Award
been currently exercisable or payable, (iii) adjust the terms of the Award
in a manner determined by the Committee to reflect the Change in Control,
(iv) cause the Award to be assumed, or new rights substituted therefor, by
another entity, or (v) make such other provision as the Committee may
consider equitable and in the best interests of the Company.
(k) Restrictions.
No Common Stock or other form of payment shall be issued with respect to
any Award unless the Company shall be satisfied based on the advice of its
counsel that such issuance will be in compliance with applicable federal
and state securities laws. It is the intent of the Company that the Plan
comply in all respects with Rule 16b-3, that any ambiguities or
inconsistencies in the construction of the Plan be interpreted to give
effect to such intention, and that if any provision of the Plan is found
not to be in compliance with Rule 16b-3, such provision shall be null and
void to the extent required to permit the Plan to comply with Rule 16b-3.
Certificates evidencing shares of Common Stock delivered under the Plan
may be subject to such stop transfer orders and other restrictions as the
Committee may deem advisable under the rules, regulations and other
requirements of the Securities and Exchange Commission, any securities
exchange or transaction reporting system upon which the Common Stock is
then listed and any applicable federal and state securities law. The
Committee may cause a legend or legends to be placed upon any such
certificates to make appropriate reference to such restrictions.
(l) Unfunded Plan.
Insofar as its provides for Awards of cash, Common Stock or rights
thereto, the Plan shall be unfunded. Although bookkeeping accounts may be
established with respect to Participants who are entitled to cash, Common
Stock or rights thereto under the Plan, any such accounts shall be used
merely as a bookkeeping convenience. The Company shall not be required to
segregate any assets that may at any time be represented by cash, Common
Stock or rights thereto, nor shall the Plan be construed as providing for
such segregation, nor shall the Company nor the Board of Directors nor the
Committee be deemed to be a trustee
<PAGE> 16
PAGE 16
of any cash, Common Stock or rights thereto to be granted under the Plan.
Any liability or obligations of the Company to any Participant with
respect to a grant of cash, Common Stock or rights thereto under the Plan
shall be based solely upon any contractual obligations that may be created
by the Plan and any Award agreement, and no such liability or obligation
of the Company shall be deemed to be secured by any pledge or other
encumbrance on any property of the Company. Neither the Company nor the
Board of Directors nor the Committee shall be required to give any
security or bond for the performance of any obligation that may be created
by the Plan.
(m) No Fractional Shares.
No fractional shares shall be issued or delivered pursuant to the Plan or
any Award, and the Committee shall determine whether cash, other
securities, or other property shall be paid or transferred in lieu of any
fractional shares or whether such fractional shares or any rights thereto
shall be cancelled, terminated, or otherwise eliminated.
<PAGE> 1
EXHIBIT 5
[LETTERHEAD OF LOCKE LIDDELL & SAPP LLP]
January 20, 1999
Service Corporation International
1929 Allen Parkway
Houston, Texas 77019
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 of up to 1,199,867 shares of the Company's common
stock, par value $1.00 per share (the "Common Stock") which may be issued under
the Equity Corporation International Amended and Restated 1994 Long-Term
Incentive Plan, (the "Plan").
In such capacity, we have examined the corporate documents of the
Company, including its Restated Articles of Incorporation and its Bylaws, each
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 the shares of
Common Stock issued pursuant to the Plan will be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Locke Liddell & Sapp LLP
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
OF SERVICE CORPORATION INTERNATIONAL
We consent to the incorporation by reference in the registration statement
of Service Corporation International on Form S-8 of our report dated March 18,
1998, on our audits of the consolidated financial statements and financial
statement schedule of Service Corporation International ("SCI") as of
December 31, 1997 and 1996, and for each of the three years in the period
ended December 31, 1997, which report is included in the Annual Report on Form
10-K of SCI for the Year Ended December 31, 1997.
/s/ PRICEWATERHOUSECOOPERS LLP
- ------------------------------
Houston, Texas
January 21, 1999
<PAGE> 1
EXHIBIT 24
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;
IN WITNESS WHEREOF, the undersigned has subscribed these
presents this 12th day of February, 1998.
/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;
IN WITNESS WHEREOF, the undersigned has subscribed these
presents this 7th day of December, 1998.
/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"), or a Company subsidiary 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 or a Company
subsidiary 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 or a Company subsidiary 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;
IN WITNESS WHEREOF, the undersigned has subscribed these
presents this 7th day of December, 1998.
/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;
IN WITNESS WHEREOF, the undersigned has subscribed these
presents this 12th day of February, 1998.
/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;
IN WITNESS WHEREOF, the undersigned has subscribed these
presents this 12th day of February, 1998.
/s/ Jack Finkelstein
-----------------------
JACK FINKELSTEIN
<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;
IN WITNESS WHEREOF, the undersigned has subscribed these
presents this 12th day of February, 1998.
/s/ A. J. Foyt, Jr.
----------------------
A. J. FOYT, JR.
<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;
IN WITNESS WHEREOF, the undersigned has subscribed these
presents this 12th day of February, 1998.
/s/ James H. Greer
---------------------
JAMES H. GREER
<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;
IN WITNESS WHEREOF, the undersigned has subscribed these
presents this 12th day of February, 1998.
/s/ L. William Heiligbrodt
----------------------------
L. WILLIAM HEILIGBRODT
<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;
IN WITNESS WHEREOF, the undersigned has subscribed these
presents this 12th day of February, 1998.
/s/ B. D. Hunter
-------------------
B. D. HUNTER
<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;
IN WITNESS WHEREOF, the undersigned has subscribed these
presents this 12th day of February, 1998.
/s/ John W. Mecom, Jr.
------------------------
JOHN W. MECOM, JR.
<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;
IN WITNESS WHEREOF, the undersigned has subscribed these
presents this 12th day of February, 1998.
/s/ Clifton H. Morris, Jr.
----------------------------
CLIFTON H. MORRIS, JR.
<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;
IN WITNESS WHEREOF, the undersigned has subscribed these
presents this 12th day of February, 1998.
/s/ E. H. Thornton, Jr.
--------------------------
E. H. THORNTON, 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;
IN WITNESS WHEREOF, the undersigned has subscribed these
presents this 12th day of February, 1998.
/s/ W. Blair Waltrip
-----------------------
W. BLAIR WALTRIP
<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;
IN WITNESS WHEREOF, the undersigned has subscribed these
presents this 12th day of February, 1998.
/s/ Edward E. Williams
-------------------------
EDWARD E. WILLIAMS
