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EXHIBIT 99.2
SERVICE CORPORATION INTERNATIONAL
AMENDMENT TO THE 1996 NONQUALIFIED INCENTIVE PLAN
AMENDMENT, dated as of November 13, 1997, to the Service Corporation
International 1996 Nonqualified Incentive Plan (the "1996 Nonqualified Plan").
1. The 1996 Nonqualified Plan is hereby amended effective as of
the date hereof, as follows:
Section 5.5 is hereby amended and restated in its entirety as follows:
Options shall be exercised by the delivery of written notice to the
Company setting forth the number of shares with respect to which the
Option is to be exercised, together with: (a) cash, check, certified
check, bank draft, or postal or express money order payable to the
order of the Company for an amount equal to the Option Price of the
shares, (b) Stock at its Fair Market Value equal to the aggregate
Option Price of the shares on the date of exercise, (c) an executed
attestation form acceptable to the Company attesting to ownership of
Stock at its Fair Market Value equal to the aggregate Option Price of
the shares on the date of exercise, and/or (d) any other form of
payment which is acceptable to the Committee, and specifying the
address to which the certificates for the shares are to be mailed. As
promptly as practicable after receipt of written notification and
payment, the Company shall deliver to the Employee certificates for the
number of shares with respect to which the Option has been exercised,
issued in the Employee's name. If shares of Stock are used in payment,
the Fair Market Value of the shares of Stock tendered must be less than
the aggregate Option Price of the shares being purchased, and the
difference must be paid by check. Delivery shall be deemed effected for
all purposes when the Company or a stock transfer agent of the Company
shall have deposited the certificates in the United States mail,
addressed to the optionee, at the address specified by the Employee.
Whenever an Option is exercised by exchanging shares of Stock owned by
the Employee, the Employee shall deliver to the Company certificates
registered in the name of the Employee representing a number of shares
of Stock legally and beneficially owned by the Employee, free of all
liens, claims and encumbrances of every kind, accompanied by stock
powers duly endorsed in blank by the record holder of the shares
represented by the certificates (with signature guaranteed by the
Company or a commercial bank or trust company or by a brokerage firm
having a membership on a registered national stock exchange). The
delivery of certificates upon the exercise of Options is subject to the
condition that the person exercising the Option provide the Company
with the information the Company might reasonably request pertaining to
exercise, sale or other disposition.
