SECOND AMENDMENT TO DIRECTOR FEE PLAN

 

                                                                    Exhibit 10.2

                      SECOND AMENDMENT TO DIRECTOR FEE PLAN

         WHEREAS, the Board of Directors of Service Corporation International
(the "Company") desires to amend the Service Corporation International Director
Fee Plan (the "Plan") so that the Plan shall not be applicable to any director
emeritus;

                                   WITNESSETH

         Effective as of May 8, 2003, the Plan is hereby amended as follows:

         1. The sentence in Section 2 of the Plan is amended to read as follows
in its entirety:

                  Each director (a "Director") of the Board of Directors of the
                  Company (the "Board") shall be eligible for participation in
                  the Plan.

         2. The Plan is amended to delete all references to "director emeritus."

                       SERVICE CORPORATION INTERNATIONAL

                              May 8, 2003 

Basic Info X:

Name: SECOND AMENDMENT TO DIRECTOR FEE PLAN
Type: Second Amendment to Director Fee Plan
Date: Aug. 7, 2003
Company: SERVICE CORP INTERNATIONAL
State: Texas

Other info: