exv10w2



 





Exhibit 10.2




FIRST 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 July 1, 2000 (the “Plan”); and



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



     WHEREAS, the Plan, as amended and restated was amended by the “First
Amendment” dated August 13, 2003 to change the name of the Plan Administrator;



     WHEREAS, the Plan Administrator executed an amended and restated adoption
agreement and basic plan document on January 14, 2004:



     WHEREAS, Company now desires to further amend the Plan as set forth below;



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




	 	1.	 	The date of the amendment and restatement of the Plan shall
be changed to January 14, 2004 and the Plan name shall be changed
accordingly;
	 
	 	2.	 	Effective as of December 30, 2004, the Introduction to the
Plan shall be amended in its entirety to read as set forth in
Exhibit A attached hereto.
	 
	 	3.	 	Effective as of July 1, 2000, Section E.4. of the Adoption
Agreement shall be amended to provide that service prior to the time
an Employee has attained age 18 shall be counted toward Vesting
Service.
	 
	 	4.	 	The Addendum A to the Plan, which pertains to participation
in the Plan by employees of Marsellus Casket Company shall be
deleted in its entirety, and the attached Addendum A shall be
substituted therefore, effective as of the dates set forth therein;
	 
	 	5.	 	Effective as of January 1, 2004, Section 1.0(k) of Addendum B
to the Plan shall be deleted.
	 
	 	6.	 	Effective as of January 1, 2004, Addendum D of the Plan shall
be amended to read as follows:





     “The classification of Employees eligible to participate in
the Plan shall include all Employees of CemCare, Inc. (“CemCare”)
other than Employees covered by a collective bargaining agreement
if such agreement does not



 









 






specifically provide for participation in the Plan. Employees of
CemCare shall participate in the Plan on the same basis as other
eligible Participants.”




	 	7.	 	Effective as of December 30, 2004, item B.3. of the Plan’s
Adoption Agreement shall be amended to read as follows:
	 
	 	 	 	“PLAN YEAR means the 12 consecutive month period beginning on January 1
and ending on December 31, except that there will be a short Plan Year
beginning on December 31, 2004 and ending on December 31, 2004.”
	 
	 	8.	 	Whereas it was not the Company’s intention to change the
vesting computation period with the adoption of the “GUST Amended”
MassMutual prototype document as the basic plan document (the
Adoption Agreement for which was executed January 14, 2004),
effective as to the date of such adoption, the first sentence of the
fourth paragraph of Section 1.91 of the basic plan document shall be
amended to read as follows:
	 
	 	 	 	“For vesting purposes, and all other purposes not specifically
addressed in this Section, the computation period shall be the calendar
year.”
	 
	 	 	 	It is the Company’s intention hereby, not to change the vesting
computation period, which, pursuant to the prior adoption agreement, was the
calendar year.
	 
	 	9.	 	Effective for claims or requests for review of an adverse
benefit determination filed on or after January 1, 2003, Sections
2.10 and 2.11 shall be deleted and the following shall be inserted
in lieu thereof:
	 
	 	 	 	“2.10 CLAIMS AND REVIEW PROCEDURES





     Claims for benefits under the Plan may be filed in writing
with the Administrator. The Administrator will maintain a separate
written document explaining the Plan’s claims procedure. This
Section 2.10 specifically incorporates the written claims procedure
as from time to time published by the Administrator as part of the
Plan. Such procedures shall provide for a review of a denied claim
in accordance with the requirements of ERISA. If the Administrator
makes a final written determination denying a Participant’s or
Beneficiary’s benefit claim, the Participant or Beneficiary to
preserve the claim must file an action in federal court with
respect to the denied claim not later than 180 days following the
date of the Plan Administrator’s final determination.”




	 	10.	 	Effective as of January 1, 2004, Section 6.2 of the Plan
shall be amended by adding the following subsection (i):





     “(i) Upon the death of a Participant, any Beneficiary may
renounce his or her interest in the Participant’s death benefit.
Any such renunciation shall be by written instrument in a form
satisfactory to the Administrator and shall be



 









 






received by the Administrator on or before the earlier of (i)
the date of any distribution of the Participant’s benefit to such
Beneficiary or (ii) five years from the date of the Participant’s
death. Upon determination by the Administrator that a Beneficiary
has validly renounced his or her interest in the Participant’s
benefit, the Participant’s benefit shall be distributed as though
such Beneficiary had predeceased the Participant.”




	 	 	Except as modified herein, the Plan is in all other respects,
specifically ratified and affirmed.




     IN WITNESS WHEREOF, the Company has executed this First Amendment this
                     day of Oct. 22, 2004.



SERVICE CORPORATION INTERNATIONAL

	 	 	 	 
	 	 	 
	 	By:  	Helen Dugand
 	 
	 	 	Helen Dugand, 	 
	 	 	Vice-President of SCI Funeral & Cemetery Purchasing & Cooperative Inc. 	 
	 





 









 





ADDENDUM A




REV. PROC. 2002-29 MODEL AMENDMENT

MINIMUM DISTRIBUTION REQUIREMENTS




Section 1. General Rules




     1.1. Effective Date. Unless an earlier effective date is specified in the
Adoption Agreement, the provisions of this addendum will apply for purposes of
determining required minimum distributions for calendar years beginning with
the 2003 calendar year.



     1.2. Coordination with Minimum Distribution Requirements Previously in
Effect. If the Adoption Agreement specifies an effective date of this addendum
that is earlier than calendar years beginning with the 2003 calendar year,
required minimum distributions for 2002 under this addendum will be determined
as follows. If the total amount of 2002 required minimum distributions under
the Plan made to the distributee prior to the effective date of this addendum
equals or exceeds the required minimum distributions determined under this
addendum, then no additional distributions will be required to be made for 2002
on or after such date to the distributee. If the total amount of 2002 required
minimum distributions under the Plan made to the distributee prior to the
effective date of this addendum is less than the amount determined under this
addendum, then required minimum distributions for 2002 on and after such date
will be determined so that the total amount of required minimum distributions
for 2002 made to the distributee will be the amount determined under this
addendum.



     1.3. Precedence. The requirements of this addendum will take precedence
over any inconsistent provisions of the Plan.



     1.4. Requirements of Treasury Regulations Incorporated. All distributions
required under this addendum will be determined and made in accordance with the
Treasury regulations under section 401(a)(9) of the Internal Revenue Code.



     1.5. TEFRA Section 242(b)(2) Elections. Notwithstanding the other
provisions of this addendum, distributions may be made under a designation made
before January 1, 1984, in accordance with section 242(b)(2) of the Tax Equity
and Fiscal Responsibility Act (TEFRA) and the provisions of the Plan that
relate to section 242(b)(2) of TEFRA.



Section 2. Time and Manner of Distribution.




     2.1. Required Beginning Date. The Participant’s entire interest will be
distributed, or begin to be distributed, to the Participant no later than the
Participant’s Required Beginning Date.



     2.2. Death of Participant Before Distributions Begin. If the Participant
dies before distributions begin, the Participant’s entire interest will be
distributed, or begin to be distributed, no later than as follows:



1









 






     (a) If the Participant’s Surviving Spouse is the Participant’s sole
Designated Beneficiary, then, except as provided in the adoption
agreement, distributions to the Surviving Spouse will begin by December
31 of the calendar year immediately following the calendar year in which
the Participant died, or by December 31 of the calendar year in which the
Participant would have attained age 70 1/2, if later.




     (b) If the Participant’s Surviving Spouse is not the Participant’s
sole Designated Beneficiary, then, except as provided in the adoption
agreement, distributions to the Designated Beneficiary will begin by
December 31 of the calendar year immediately following the calendar year
in which the Participant died.




     (c) If there is no Designated Beneficiary as of September 30 of the
year following the year of the Participant’s death, the Participant’s
entire interest will be distributed by December 31 of the calendar year
containing the fifth anniversary of the Participant’s death.




     (d) If the Participant’s Surviving Spouse is the Participant’s sole
Designated Beneficiary and the Surviving Spouse dies after the
Participant but before distributions to the Surviving Spouse begin, this
section 2.2, other than section 2.2(a), will apply as if the Surviving
Spouse were the Participant.


For purposes of this section 2.2 and section 4, unless section 2.2(d) applies,
distributions are considered to begin on the Participant’s Required Beginning
Date. If section 2.2(d) applies, distributions are considered to begin on the
date distributions are required to begin to the Surviving Spouse under section
2.2(a). If distributions under an annuity purchased from an insurance company
irrevocably commence to the Participant before the Participant’s Required
Beginning Date (or to the Participant’s Surviving Spouse before the date
distributions are required to begin to the Surviving Spouse under section
2.2(a)), the date distributions are considered to begin is the date
distributions actually commence.



     2.3. Forms of Distribution. Unless the Participant’s interest is
distributed in the form of an annuity purchased from an insurance company or in
a single sum on or before the Required Beginning Date, as of the first
distribution calendar year distributions will be made in accordance with
sections 3 and 4 of this addendum. If the Participant’s interest is
distributed in the form of an annuity purchased from an insurance company,
distributions thereunder will be made in accordance with the requirements of
section 401(a)(9) of the Code and the Treasury regulations.



Section 3. Required Minimum Distributions During Participant’s Lifetime.




     3.1. Amount of Required Minimum Distribution For Each Distribution
Calendar Year. During the Participant’s lifetime, the minimum amount that will
be distributed for each Distribution Calendar Year is the lesser of:




     (a) the quotient obtained by dividing the Participant’s Account
Balance by the distribution period in the Uniform Lifetime Table set
forth in section 1.401(a)(9)-9 of the



2









 






Treasury regulations, using the Participant’s age as of the
Participant’s birthday in the distribution calendar year; or




     (b) if the Participant’s sole Designated Beneficiary for the
Distribution Calendar Year is the Participant’s Spouse, the quotient
obtained by dividing the Participant’s Account Balance by the number in
the Joint and Last Survivor Table set forth in section 1.401(a)(9)-9 of
the Treasury regulations, using the Participant’s and Spouse’s attained
ages as of the Participant’s and Spouse’s birthdays in the Distribution
Calendar Year.



     3.2. Lifetime Required Minimum Distributions Continue Through Year of
Participant’s Death. Required minimum distributions will be determined under
this section 3 beginning with the first Distribution Calendar Year and up to
and including the Distribution Calendar Year that includes the Participant’s
date of death.



Section 4. Required Minimum Distributions After Participant’s Death.




     4.1. Death On or After Date Distributions Begin.




     (a) Participant Survived by Designated Beneficiary. If the
Participant dies on or after the date distributions begin and there is a
Designated Beneficiary, the minimum amount that will be distributed for
each Distribution Calendar Year after the year of the Participant’s death
is the quotient obtained by dividing the Participant’s Account Balance by
the longer of the remaining Life Expectancy of the Participant or the
remaining Life Expectancy of the Participant’s Designated Beneficiary,
determined as follows:




     (1) The Participant’s remaining Life Expectancy is calculated
using the age of the Participant in the year of death, reduced by
one for each subsequent year.




     (2) If the Participant’s Surviving Spouse is the Participant’s
sole Designated Beneficiary, the remaining Life Expectancy of the
Surviving Spouse is calculated for each Distribution Calendar Year
after the year of the Participant’s death using the Surviving
Spouse’s age as of the Spouse’s birthday in that year. For
Distribution Calendar Years after the year of the Surviving
Spouse’s death, the remaining Life Expectancy of the Surviving
Spouse is calculated using the age of the Surviving Spouse as of
the Spouse’s birthday in the calendar year of the Spouse’s death,
reduced by one for each subsequent calendar year.




     (3) If the Participant’s Surviving Spouse is not the
Participant’s sole Designated Beneficiary, the Designated
Beneficiary’s remaining Life Expectancy is calculated using the age
of the Beneficiary in the year following the year of the
Participant’s death, reduced by one for each subsequent year.




     (b) No Designated Beneficiary. If the Participant dies on or after
the date distributions begin and there is no Designated Beneficiary as of
September 30 of the year



3









 






after the year of the Participant’s death, the minimum amount that
will be distributed for each Distribution Calendar Year after the year of
the Participant’s death is the quotient obtained by dividing the
Participant’s Account Balance by the Participant’s remaining Life
Expectancy calculated using the age of the Participant in the year of
death, reduced by one for each subsequent year.



     4.2. Death Before Date Distributions Begin.




     (a) Participant Survived by Designated Beneficiary. Except as
provided in the adoption agreement, if the Participant dies before the
date distributions begin and there is a Designated Beneficiary, the
minimum amount that will be distributed for each Distribution Calendar
Year after the year of the Participant’s death is the quotient obtained
by dividing the Participant’s Account Balance by the remaining Life
Expectancy of the Participant’s Designated Beneficiary, determined as
provided in section 4.1.




     (b) No Designated Beneficiary. If the Participant dies before the
date distributions begin and there is no Designated Beneficiary as of
September 30 of the year following the year of the Participant’s death,
distribution of the Participant’s entire interest will be completed by
December 31 of the calendar year containing the fifth anniversary of the
Participant’s death.




     (c) Death of Surviving Spouse Before Distributions to Surviving
Spouse Are Required to Begin. If the Participant dies before the date
distributions begin, the Participant’s Surviving Spouse is the
Participant’s sole Designated Beneficiary, and the Surviving Spouse dies
before distributions are required to begin to the Surviving Spouse under
section 2.2(a), this section 4.2 will apply as if the Surviving Spouse
were the Participant.



Section 5. Definitions.




     5.1. Designated Beneficiary. The individual who is designated as the
Beneficiary under section 6.2 of the Plan and is the Designated Beneficiary
under section 401(a)(9) of the Internal Revenue Code and section 1.401(a)(9)-1,
Q&A-4, of the Treasury regulations.



     5.2. Distribution Calendar Year. A calendar year for which a minimum
distribution is required. For distributions beginning before the Participant’s
death, the first distribution calendar year is the calendar year immediately
preceding the calendar year which contains the Participant’s required beginning
date. For distributions beginning after the Participant’s death, the first
Distribution Calendar Year is the calendar year in which distributions are
required to begin under section 2.2. The required minimum distribution for the
Participant’s first Distribution Calendar Year will be made on or before the
Participant’s Required Beginning Date. The required minimum distribution for
other Distribution Calendar Years, including the required minimum distribution
for the Distribution Calendar Year in which the Participant’s Required
Beginning Date occurs, will be made on or before December 31 of that
distribution calendar year.



4









 





     5.3. Life Expectancy. Life Expectancy as computed by use of the Single
Life Table in section 1.401(a)(9)-9 of the Treasury regulations.



     5.4. Participant’s Account Balance. The account balance as of the last
valuation date in the calendar year immediately preceding the Distribution
Calendar Year (valuation calendar year) increased by the amount of any
contributions made and allocated or forfeitures allocated to the account
balance as of dates in the valuation calendar year after the valuation date and
decreased by distributions made in the valuation calendar year after the
valuation date. The account balance for the valuation calendar year includes
any amounts rolled over or transferred to the Plan either in the valuation
calendar year or in the Distribution Calendar Year if distributed or
transferred in the valuation calendar year.



     5.5 Required Beginning Date. The date specified in section 6.5 of the
Plan.



1. Adoption Agreement



(Check and complete section 1 below if any required minimum distributions for
the 2002 Distribution Calendar Year were made in accordance with the §
401(a)(9) Final and Temporary Regulations.)


Section 1. Effective Date of Plan Amendment for Section 401(a)(9) Final and
Temporary Treasury Regulations.


o Minimum Distribution Requirements, applies for purposes of determining
required minimum distributions for distribution calendar years beginning with
the 2003 calendar year, as well as required minimum distributions for the 2002
distribution calendar year that are made on or after                     .


(Check and complete any of the remaining sections if you wish to modify the
rules in sections 2.2 and 4.2 of this Addendum.)


Section 2. Election to Apply 5-Year Rule to Distributions to Designated
Beneficiaries.


x If the Participant dies before distributions begin and there is a
Designated Beneficiary, distribution to the Designated Beneficiary is not
required to begin by the date specified in section 2.2 of this Addendum, but
the Participant’s entire interest will be distributed to the Designated
Beneficiary by December 31 of the calendar year containing the fifth
anniversary of the Participant’s death. If the Participant’s Surviving Spouse
is the Participant’s sole Designated Beneficiary and the Surviving Spouse dies
after the Participant but before distributions to either

5









 





the Participant or the Surviving Spouse begin, this election will apply as if
the Surviving Spouse were the Participant.



This election will apply to:



x All distributions.



o The following distributions:                                                             .



Section 3. Election to Allow Participants or Beneficiaries to Elect 5-Year Rule.


x Participants or Beneficiaries may elect on an individual basis whether
the 5-year rule or the Life Expectancy rule in sections 2.2 and 4.2 of this
Addendum applies to distributions after the death of a Participant who has a
Designated Beneficiary. The election must be made no later than the earlier of
September 30 of the calendar year in which distribution would be required to
begin under section 2.2 of this Addendum, or by September 30 of the calendar
year which contains the fifth anniversary of the Participant’s (or, if
applicable, Surviving Spouse’s) death. If neither the Participant nor
Beneficiary makes an election under this paragraph, distributions will be made
in accordance with sections 2.2 and 4.2 of this Addendum and, if applicable,
the elections in section 2 above.


Section 4. Election to Allow Designated Beneficiary Receiving Distributions
Under 5-Year Rule to Elect Life Expectancy Distributions.


x A Designated Beneficiary who is receiving payments under the 5-year
rule may make a new election to receive payments under the Life Expectancy rule
until December 31, 2003, provided that all amounts that would have been
required to be distributed under the Life Expectancy rule for all distribution
calendar years before 2004 are distributed by the earlier of December 31, 2003
or the end of the 5-year period.



6









 





EXHIBIT A




SCI 401(K) RETIREMENT SAVINGS PLAN

AS AMENDED AND RESTATED (JANUARY 14, 2004)




INTRODUCTION




     Service Corporation International has previously adopted the SCI 401(k)
Retirement Savings Plan (the “Plan”) effective as of July 1, 2000. The Plan is
an individually designed single employer plan, but has been amended and
restated to conform to the “GUST amended” version of the MassMutual Retirement
Services FlexInvest Defined Contribution Prototype Plan and Non-Standardized
401(k) Profit Sharing Adoption Agreement which is attached hereto and
incorporated herein for all purposes, with the modifications set forth below
and any and all other modifications as may be separately set forth in Addenda
or Amendments to the Plan. This Introduction is amended as set forth below
effective as of December 30, 2004, except where a different effective date is
noted. The provisions of this Introduction and any addenda to the Plan
supersede and control with respect to any contrary provisions of the Plan set
forth in the adoption agreement or basic plan document.




	1.	 	Effective as of July 1, 2000, notwithstanding anything in the Plan to the
contrary, all Years of Service with the Company prior to a Break in
Service shall be included for purposes of determining the Participant’s
vested interest under Section 6.4 of the Plan if such Participant had a
nonforfeitable accrued benefit in the SCI Cash Balance Plan or the SCI
Pension Plan at the time such Participant first incurred a One-Year Break
in Service.
	 
	2.	 	Effective as of January 1, 2001, the Percentage Match for each
Participant shall be determined based on the Participant’s Years of
Vesting Service as of the end of each Plan Year and shall apply for the
entire next Plan Year notwithstanding the fact that the Participant may be
credited with an additional Year of Service during such next Plan Year.
	 
	3.	 	Addenda A through E as amended by the First Amendment and as may be
amended from time to time shall be incorporated into the Plan for all
purposes.




     IN WITNESS WHEREOF, the Plan’s amended and restated adoption agreement was
executed on the 14th day of January 2004 and this Introduction (as amended by
the First Amendment) is hereby executed on this 22 day of October, 2004 by a
duly authorized officer of the Plan Administrator by authority granted by the
Plan sponsor.



SERVICE CORPORATION INTERNATIONAL


	 	 	 	 
	 	 	 
	 	By:  	Helen Dugand
 	 
	 	 	Helen Dugand 	 
	 	 	Vice-President of  SCI Funeral & Cemetery Purchasing & Cooperative, Inc. 
	 





7