exv10w30






Exhibit
10.30






SIXTH AMENDMENT TO THE

SCI 401(K) RETIREMENT SAVINGS PLAN

(AS AMENDED AND RESTATED JANUARY 14, 2004)




     WHEREAS, Service Corporation International (the “Company”) previously adopted and maintains
the SCI 401(k) Retirement Savings Plan, as amended and restated effective January 14, 2004 (the
“Plan”); and



     WHEREAS, the Company reserved the right to amend the Plan at any time; and



     WHEREAS, the Plan has been amended by the “First Amendment” dated October 22, 2004, the
“Second Amendment” dated December 8, 2004, the “Third Amendment” dated February 25, 2005, the
“Fourth Amendment” dated December 20, 2006 and the Fifth Amendment dated December 19, 2007; and



     WHEREAS, the Company now desires to amend the Plan to credit service for certain former
employees of OPI and to comply with Final Code Section 415 Regulations;



     NOW, THEREFORE, the Plan shall be and hereby is amended as follows:


1. Effective as of April 1, 2008 item D.1. of the Plan’s Adoption Agreement shall be amended
to provide that service with OPI with respect to certain employees as listed on Exhibit A,
as attached hereto, will be recognized for eligibility and vesting purposes.



2. The attached Addendum H shall be added to the Plan for the purpose of complying with the
requirements of the Final Code Section 415 Regulations.



3. Except as amended herein, the Plan is hereby specifically ratified and affirmed.




     IN WITNESS WHEREOF, the Company has executed this Sixth Amendment this 2 day of May, 2008.



SERVICE CORPORATION INTERNATIONAL




	 	 	 	 	 	 	 
	By:	 	/s/ Jane D. Jones	 	 
	 	 	 	 	 
	Title:	 	Vice President Human Resources	 	 
	 	 	 	 	 
	Printed Name:	 	Jane D. Jones	 	 
	 

	 	 	 	 

	 	 






 









 






EXHIBIT A



Corina Slott

Naren Patel

Michael Lambright

Chris Pryor

Henry Higareda

Ken Mathew

Rosemary Amatong

John Messenger

Kim Kellogg

James Lierman

Steve Webb

Steve Bixler

Anu Shah

Chirag Patel

Adrian Robles

Darren Felcman

Joseph Cherian

Chan Chang

Celestine Khuong

Daphne Chan

Colin Ramsey

Jasminka Blews

Rory Green

Cristina Esquivel

Fatima Skalski

Chris Hartman

Hector Lewis

Betty Davis

Charles Reynolds

Mara Stephenson

Lucille Bean

Dawn Jackson-Pinson

Jody Lewis

Valeria Rose







 









 








ADDENDUM H

FINAL CODE SECTION 415 REGULATIONS




ARTICLE I. 415 COMPENSATION





	1.1	 	Effective date. The provisions of this Addendum H shall apply to limitation years beginning
on and after July 1, 2007.






	1.2	 	415 Compensation paid after severance from employment. 415 Compensation shall be adjusted
for the following types of compensation paid after a Participant’s severance from employment
with the Employer maintaining the Plan (or any other entity that is treated as the Employer
pursuant to Code Section 414(b), (c), (m) or (o)). However, amounts described in subsections
(a) and (b) below may only be included in 415 Compensation to the extent such amounts are paid
by the later of 2 1/2 months after severance from employment or by the end of the limitation
year that includes the date of such severance from employment. Any other payment of
compensation paid after severance of employment that is not described in the following types
of compensation is not considered 415 Compensation within the meaning of Code Section
415(c)(3), even if payment is made within the time period specified above.






	 	(a)	 	Regular pay. 415 Compensation shall include regular pay after severance of employment if:






(1) The payment is regular compensation for services during the Participant’s
regular working hours, or compensation for services outside the Participant’s
regular working hours (such as overtime or shift differential), commissions,
bonuses, or other similar payments; and




(2) The payment would have been paid to the Participant prior to a severance from
employment if the Participant had continued in employment with the Employer.




	 	(b)	 	Leave cash outs and deferred compensation. Leave cashouts shall be included in 415
Compensation if those amounts would have been included in the definition of 415 Compensation if
they were paid prior to the Participant’s severance from employment, and the amounts are payment
for unused accrued bona fide sick, vacation, or other leave, but only if the Participant would have
been able to use the leave if employment had continued. In addition, deferred compensation shall
be included in 415 Compensation if the compensation would have been included in the definition of
415 Compensation if it had been paid prior to the Participant’s severance from employment, and the
compensation is received pursuant to a nonqualified unfunded deferred compensation plan, but only
if the payment would have been paid at the same time if the Participant had continued in employment
with the Employer and only to the extent that the payment is includible in the Participant’s gross
income.




 









 






	 	(c)	 	Salary continuation payments for military service Participants. 415 Compensation does not
include payments to an individual who does not currently perform services for the
Employer by reason of qualified military service (as that term is used in Code Section 414(u)(1))
to the extent those payments do not exceed the amounts the individual would have received if the
individual had continued to perform services for the Employer rather than entering qualified
military service.
	 
	 	(d)	 	Salary continuation payments for disabled Participants. 415 Compensation does not include
compensation paid to a Participant who is permanently and totally disabled (as defined in Code
Section 22(e)(3)).






	1.3	 	Administrative delay (“the first few weeks”) rule. 415 Compensation for a limitation year
shall not include amounts earned but not paid during the limitation year solely because of the
timing of pay periods and pay dates.






	1.4	 	Inclusion of certain nonqualified deferred compensation amounts. 415 Compensation shall
include amounts that are includible in the gross income of a Participant under the rules of
Code Section 409A or Code Section 457(f)(1)(A) or because the amounts are constructively
received by the Participant.






	1.5	 	Code Section 401(a)(17) limit. 415 Compensation shall not include compensation in excess of
the applicable limit under Code Section 401(a)(17).






	1.6	 	Definition of annual additions to exclude restorative payments. The Plan’s definition of
“Annual Additions” is modified as follows:






	 	(a)	 	Restorative payments. “Annual Additions” for purposes of Code Section 415 shall not
include restorative payments. A restorative payment is a payment made to restore losses to a Plan
resulting from actions by a fiduciary for which there is reasonable risk of liability for breach of
a fiduciary duty under ERISA or under other applicable federal or state law, where Participants who
are similarly situated are treated similarly with respect to the payments. Generally, payments are
restorative payments only if the payments are made in order to restore some or all of the Plan’s
losses due to an action (or a failure to act) that creates a reasonable risk of liability for such
a breach of fiduciary duty (other than a breach of fiduciary duty arising from failure to remit
contributions to the Plan). This includes payments to a Plan made pursuant to a Department of
Labor order, the Department of Labor’s Voluntary Fiduciary Correction Program, or a court-approved
settlement, to restore losses to a qualified defined contribution plan on account of the breach of
fiduciary duty (other than a breach of fiduciary duty arising from failure to remit contributions
to the Plan). Payments made to the Plan to make up for losses due merely to market fluctuations
and other payments that are not made on account of a reasonable risk of liability for breach of a
fiduciary duty under ERISA are not restorative payments and generally constitute contributions that
are considered “Annual Additions.”




 









 






	 	(b)	 	Other Amounts. “Annual Additions” for purposes of Code Section 415 shall not include: (1)
The direct transfer of a benefit or employee contributions from a qualified plan to this Plan; (2)
Rollover contributions (as described in Code Sections 401(a)(31), 402(c)(1), 403(a)(4), 403(b)(8),
408(d)(3), and 457(e)(16)); (3) Repayments of loans made to a Participant from the Plan; and (4)
Repayments of amounts described in Code Section 411(a)(7)(B) (in accordance with Code Section
411(a)(7)(C)) and Code Section 411(a)(3)(D) or repayment of
contributions to a governmental plan (as defined in Code Section 414(d)) as described in Code
Section 415(k)(3), as well as Employer restorations of benefits that are required pursuant to such
repayments.
	 
	 	(c)	 	Date of tax-exempt Employer contributions. Notwithstanding anything in the Plan to the
contrary, in the case of an Employer that is exempt from federal income tax (including a
governmental employer), Employer contributions are treated as credited to a Participant’s account
for a particular limitation year only if the contributions are actually made to the Plan no later
than the 15th day of the tenth calendar month following the end of the calendar year or fiscal year
(as applicable, depending on the basis on which the employer keeps its books) with or within which
the particular limitation year ends.






	1.7	 	Change of limitation year. The limitation year may only be changed by a Plan amendment.
Furthermore, if the Plan is terminated effective as of a date other than the last day of the
Plan’s limitation year, then the Plan is treated as if the Plan had been amended to change its
limitation year.






	1.8	 	Excess Annual Additions. Notwithstanding any provision of the Plan to the contrary, if the
annual additions (within the meaning of Code Section 415) are exceeded for any Participant,
then the Plan may only correct such excess in accordance with the Employee Plans Compliance
Resolution System (EPCRS) as set forth in Revenue Procedure 2006-27 or any superseding
guidance, including, but not limited to, the preamble of the final Section 415 regulations.






	1.9	 	Aggregation and Disaggregation of Plans.






	 	(a)	 	For purposes of applying the limitations of Code Section 415, all defined contribution
plans (without regard to whether a plan has been terminated) ever maintained by the Employer (or a
“predecessor employer”) under which the Participant receives annual additions are treated as one
defined contribution plan. The “Employer” means the Employer that adopts this Plan and all members
of a controlled group or an affiliated service group that includes the Employer (within the meaning
of Code Section 414(b), (c), (m) or (o)), except that for purposes of this Section, the
determination shall be made by applying Code Section 415(h), and shall take into account tax-exempt
organizations under Regulation Section 1.414(c)-5, as modified by Regulation Section
1.415(a)-l(f)(1). For purposes of this Section:




 









 












(1) A former Employer is a “predecessor employer” with respect to a Participant in a
plan maintained by an Employer if the Employer maintains a plan under which the
Participant had accrued a benefit while performing services for the former Employer,
but only if that benefit is provided under the plan maintained by the Employer. For
this purpose, the formerly affiliated plan rules in Regulation Section
1.415(f)-1(b)(2) apply as if the Employer and predecessor employer constituted a
single employer under the rules described in Regulation Section 1.415(a)-1(f)(1) and
(2) immediately prior to the cessation of affiliation (and as if they constituted
two, unrelated employers under the rules described in Regulation Section
1.415(a)-l(f)(1) and (2) immediately after the cessation of affiliation) and
cessation of affiliation was the event that gives rise to the
predecessor employer relationship, such as a transfer of benefits or plan
sponsorship.




(2) With respect to an Employer of a Participant, a former entity that antedates the
Employer is a “predecessor employer” with respect to the Participant if, under the
facts and circumstances, the employer constitutes a continuation of all or a portion
of the trade or business of the former entity.




	 	(b)	 	Break-up of an affiliate employer or an affiliated service group. For purposes of
aggregating plans for Code Section 415, a “formerly affiliated plan” of an employer is taken into
account for purposes of applying the Code Section 415 limitations to the employer, but the formerly
affiliated plan is treated as if it had terminated immediately prior to the “cessation of
affiliation.” For purposes of this paragraph, a “formerly affiliated plan” of an employer is a
plan that, immediately prior to the cessation of affiliation, was actually maintained by one or
more of the entities that constitute the employer (as determined under the employer affiliation
rules described in Regulation Section 1.415(a)-1(f)(1) and (2)), and immediately after the
cessation of affiliation, is not actually maintained by any of the entities that constitute the
employer (as determined under the employer affiliation rules described in Regulation Section
1.415(a)-1(f)(1) and (2)). For purposes of this paragraph, a “cessation of affiliation” means the
event that causes an entity to no longer be aggregated with one or more other entities as a single
employer under the employer affiliation rules described in Regulation Section 1.415(a)-1(f)(1) and
(2) (such as the sale of a subsidiary outside a controlled group), or that causes a plan to not
actually be maintained by any of the entities that constitute the employer under the employer
affiliation rules of Regulation Section 1.415(a)- 1(f)(1) and (2) (such as a transfer of plan
sponsorship outside of a controlled group).
	 
	 	(c)	 	Midyear Aggregation. Two or more defined contribution plans that are not required to be
aggregated pursuant to Code Section 415(f) and the Regulations thereunder as of the first day of a
limitation year do not fail to satisfy the requirements of Code Section 415 with respect to a
Participant for the limitation year merely because they are aggregated later in that limitation
year, provided that no annual additions are credited to the Participant’s account after the date on
which the plans are required to be aggregated.




 









 











ARTICLE II. PLAN COMPENSATION





	2.1	 	Compensation limit. Notwithstanding Amendment Section 2.2, if the Plan is a 401(k) plan,
then Participants may not make elective deferrals with respect to amounts that are not 415
Compensation. However, for this purpose, 415 Compensation is not limited to the annual
compensation limit of Code Section 401(a)(17).






	2.2	 	Compensation paid after severance from employment. Compensation for purposes of allocations
(hereinafter referred to as Plan Compensation) shall be adjusted in the same manner as 415
Compensation pursuant to Article I of this Amendment, except in applying Article I, the term
“limitation year” shall be replaced with the term “plan year” and the term “415 Compensation”
shall be replaced with the term “Plan Compensation.”