<PAGE> 1
EXHIBIT 24.1
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an
officer or director, or both, of Service Corporation International, a Texas
corporation (the "Company"), does hereby constitute and appoint Jeffrey E.
Curtiss 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 D Junior Participating Preferred Stock
Rights ("Rights"), including without limitation Common Stock of the Company
which may be issued upon conversions 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 Amended
1996 Incentive Plan, the Company's 1996 Nonqualified Incentive Plan, the
Company's Employee Stock Purchase Plan, the Company's Director Fee Plan and any
of the foregoing plans as they may be amended or revised 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 10th day of February, 2000.
/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 Jeffrey E.
Curtiss 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 D Junior Participating Preferred Stock
Rights ("Rights"), including without limitation Common Stock of the Company
which may be issued upon conversions 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 Amended
1996 Incentive Plan, the Company's 1996 Nonqualified Incentive Plan, the
Company's Employee Stock Purchase Plan, the Company's Director Fee Plan and any
of the foregoing plans as they may be amended or revised 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 10th day of February, 2000.
/s/ JEFFREY E. CURTISS
-----------------------------------------
Jeffrey E. Curtiss
<PAGE> 5
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an
officer or director, or both, of Service Corporation International, a Texas
corporation (the "Company"), does hereby constitute and appoint Jeffrey E.
Curtiss 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 D Junior Participating Preferred Stock
Rights ("Rights"), including without limitation Common Stock of the Company
which may be issued upon conversions 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 Amended
1996 Incentive Plan, the Company's 1996 Nonqualified Incentive Plan, the
Company's Employee Stock Purchase Plan, the Company's Director Fee Plan and any
of the foregoing plans as they may be amended or revised 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 10th day of February, 2000.
/s/ ANTHONY L. COELHO
-----------------------------------------
Anthony L. Coelho
<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 Jeffrey E.
Curtiss 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 D Junior Participating Preferred Stock
Rights ("Rights"), including without limitation Common Stock of the Company
which may be issued upon conversions 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 Amended
1996 Incentive Plan, the Company's 1996 Nonqualified Incentive Plan, the
Company's Employee Stock Purchase Plan, the Company's Director Fee Plan and any
of the foregoing plans as they may be amended or revised 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 10th day of February, 2000.
/s/ JACK FINKELSTEIN
-----------------------------------------
Jack Finkelstein
<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 Jeffrey E.
Curtiss 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 D Junior Participating Preferred Stock
Rights ("Rights"), including without limitation Common Stock of the Company
which may be issued upon conversions 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 Amended
1996 Incentive Plan, the Company's 1996 Nonqualified Incentive Plan, the
Company's Employee Stock Purchase Plan, the Company's Director Fee Plan and any
of the foregoing plans as they may be amended or revised 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 10th day of February, 2000.
/s/ A. J. FOYT, JR.
-----------------------------------------
A. J. Foyt, Jr.
<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 Jeffrey E.
Curtiss 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 D Junior Participating Preferred Stock
Rights ("Rights"), including without limitation Common Stock of the Company
which may be issued upon conversions 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 Amended
1996 Incentive Plan, the Company's 1996 Nonqualified Incentive Plan, the
Company's Employee Stock Purchase Plan, the Company's Director Fee Plan and any
of the foregoing plans as they may be amended or revised 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 10th day of February, 2000.
/s/ JAMES H. GREER
-----------------------------------------
James H. Greer
<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 Jeffrey E.
Curtiss 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 D Junior Participating Preferred Stock
Rights ("Rights"), including without limitation Common Stock of the Company
which may be issued upon conversions 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 Amended
1996 Incentive Plan, the Company's 1996 Nonqualified Incentive Plan, the
Company's Employee Stock Purchase Plan, the Company's Director Fee Plan and any
of the foregoing plans as they may be amended or revised 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 10th day of February, 2000.
/s/ B. D. HUNTER
-----------------------------------------
B. D. Hunter
<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 Jeffrey E.
Curtiss 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 D Junior Participating Preferred Stock
Rights ("Rights"), including without limitation Common Stock of the Company
which may be issued upon conversions 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 Amended
1996 Incentive Plan, the Company's 1996 Nonqualified Incentive Plan, the
Company's Employee Stock Purchase Plan, the Company's Director Fee Plan and any
of the foregoing plans as they may be amended or revised 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 10th day of February, 2000.
/s/ VICTOR L. LUND
-----------------------------------------
Victor L. Lund
<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 Jeffrey E.
Curtiss 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 D Junior Participating Preferred Stock
Rights ("Rights"), including without limitation Common Stock of the Company
which may be issued upon conversions 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 Amended
1996 Incentive Plan, the Company's 1996 Nonqualified Incentive Plan, the
Company's Employee Stock Purchase Plan, the Company's Director Fee Plan and any
of the foregoing plans as they may be amended or revised 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 this10th day of February, 2000.
/s/ JOHN W. MECOM, JR.
-----------------------------------------
John W. Mecom, Jr.
<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 Jeffrey E.
Curtiss 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 D Junior Participating Preferred Stock
Rights ("Rights"), including without limitation Common Stock of the Company
which may be issued upon conversions 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 Amended
1996 Incentive Plan, the Company's 1996 Nonqualified Incentive Plan, the
Company's Employee Stock Purchase Plan, the Company's Director Fee Plan and any
of the foregoing plans as they may be amended or revised 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 10th day of February, 2000.
/s/ CLIFTON H. MORRIS, JR.
-----------------------------------------
Clifton H. Morris, 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 Jeffrey E.
Curtiss 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 D Junior Participating Preferred Stock
Rights ("Rights"), including without limitation Common Stock of the Company
which may be issued upon conversions 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 Amended
1996 Incentive Plan, the Company's 1996 Nonqualified Incentive Plan, the
Company's Employee Stock Purchase Plan, the Company's Director Fee Plan and any
of the foregoing plans as they may be amended or revised 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 10th day of February, 2000.
/s/ E. H. THORNTON, JR.
-----------------------------------------
E. H. Thornton, 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 Jeffrey E.
Curtiss 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 D Junior Participating Preferred Stock
Rights ("Rights"), including without limitation Common Stock of the Company
which may be issued upon conversions 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 Amended
1996 Incentive Plan, the Company's 1996 Nonqualified Incentive Plan, the
Company's Employee Stock Purchase Plan, the Company's Director Fee Plan and any
of the foregoing plans as they may be amended or revised 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 10th day of February, 2000.
/s/ W. BLAIR WALTRIP
-----------------------------------------
W. Blair Waltrip
<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 Jeffrey E.
Curtiss 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 D Junior Participating Preferred Stock
Rights ("Rights"), including without limitation Common Stock of the Company
which may be issued upon conversions 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 Amended
1996 Incentive Plan, the Company's 1996 Nonqualified Incentive Plan, the
Company's Employee Stock Purchase Plan, the Company's Director Fee Plan and any
of the foregoing plans as they may be amended or revised 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 10th day of February, 2000.
/s/ EDWARD E. WILLIAMS
-----------------------------------------
Edward E. Williams
