<PAGE>

                                                                    EXHIBIT 10.3


                              AMENDED AND RESTATED

                       SERVICE CORPORATION INTERNATIONAL

                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
<PAGE>
                              AMENDED AND RESTATED
                       SERVICE CORPORATION INTERNATIONAL
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

                               TABLE OF CONTENTS


                                                                         SECTION
ARTICLE 1 - DEFINITIONS

     Accrued Benefit.....................................................  1.1
     Average Monthly Compensation........................................  1.2
     Beneficiary.........................................................  1.3
     Board of Directors..................................................  1.4
     Change of Control...................................................  1.5
     Code................................................................  1.6
     Company.............................................................  1.7
     Committee...........................................................  1.8
     Credited Service....................................................  1.9
     Eligible Earnings................................................... 1.10
     Employee............................................................ 1.11
     Participant......................................................... 1.12
     Person.............................................................. 1.13
     Plan................................................................ 1.14
     Plan Year........................................................... 1.15
     Primary Social Security Benefit..................................... 1.16
     Retirement.......................................................... 1.17
     Retirement Benefit.................................................. 1.18
     Retirement Date..................................................... 1.19
     SCI................................................................. 1.20
     SCI Pension Plan.................................................... 1.21
     Securities Act...................................................... 1.22
     Stock............................................................... 1.23
     Subsidiary.......................................................... 1.24
     Voting Securities................................................... 1.25


ARTICLE II - ELIGIBILITY

ARTICLE III - RETIREMENT BENEFIT

     Calculation of Retirement Benefit.................................... 3.1
     Form and Time of Payment............................................. 3.2

ARTICLE IV - BENEFITS IN THE EVENT OF A CHANGE OF CONTROL




                                      -i-
<PAGE>


                         TABLE OF CONTENTS (CONTINUED)


<Table>
<Caption>
                                                               Section
<S>                                                            <C>
ARTICLE V - DEATH BENEFIT

     Death After the Participant's Retirement Date ..........      5.1
     Death Before the Participant's Retirement Date .........      5.2
     Beneficiary Designation ................................      5.3

ARTICLE VI - PROVISIONS RELATING TO ALL BENEFITS

     Effect of This Article .................................      6.1
     Benefits Upon Re-employment ............................      6.2
     Claims Procedure .......................................      6.3

ARTICLE VII - ADMINISTRATION

     Committee Appointment ..................................      7.1
     Committee Organization and Voting ......................      7.2
     Powers of the Committee ................................      7.3
     Committee Discretion ...................................      7.4
     Reimbursement of Expenses and Indemnification ..........      7.5

ARTICLE VIII - ADOPTION BY SUBSIDIARIES
     Procedure for and Status After Adoption ................      8.1
     Termination of Participation By Adopting Subsidiary ....      8.2

ARTICLE IX - AMENDMENT AND/OR TERMINATION

     Amendment or Termination of the Plan ...................      9.1
     No Retroactive Effect on Accrued Benefits ..............      9.2


ARTICLE X - FUNDING

     Payments Under This Plan are the Obligation
       of the Company .......................................     10.1
     Plan May Be Funded Through a Rabbi Trust ...............     10.2
     Participants Must Reply Only on General
       Credit of the Company ................................     10.3
</Table>



                                      -ii-
<PAGE>

                         TABLE OF CONTENTS (CONTINUED)


<Table>
<Caption>
                                                  Section
<S>                                               <C>
ARTICLE XI - MISCELLANEOUS

Responsibility for Distributions and
  Withholding of Taxes .....................       11.1
Limitation of Rights .......................       11.2
Distributions to Incompetents or Minors ....       11.3
Nonalienation of Benefits ..................       11.4
Reliance Upon Information ..................       11.5
Severability ...............................       11.6
Survival of Terms ..........................       11.7
Notice .....................................       11.8
Gender and Number ..........................       11.9
Governing Law ..............................      11.10
</Table>


                                     -iii-
<PAGE>

                              AMENDED AND RESTATED
                        SERVICE CORPORATION INTERNATIONAL
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

         WHEREAS, Service Corporation International has established the Service
Corporation International Supplemental Executive Retirement Plan (the "Plan")
effective June 6, 1988, which provides, for certain highly compensated
management personnel, a supplement to their retirement pay so as to retain their
loyalty and to offer a further incentive to them to maintain and increase their
standard of performance;

         WHEREAS, Service Corporation International retained the right to amend
the Plan at any time by an instrument in writing; and

         WHEREAS, Service Corporation International has determined that the Plan
should be amended and restated;

         NOW, THEREFORE, Service Corporation International amends and restates
the Plan as follows;


<PAGE>


                                    ARTICLE I

                                   DEFINITIONS

         1.1 "ACCRUED BENEFIT" means as of any given time the amount of a
Participant's unpaid Retirement Benefit calculated under Section 3.1. The
mortality and interest rate assumptions used to determine the commuted lump sum
value of the Accrued Benefit will be the same assumptions as are then currently
being used in computing benefits under the SCI Pension Plan. If there is no SCI
Pension Plan or successor qualified defined benefit plan, then the actuarial
factors to be used will be those actuarial factors as are selected by the
actuarial firm, which last serviced the SCI Pension Plan prior to its
termination or merger, as being then appropriate had the SCI Pension Plan
remained in existence at its last level of benefits and with its last
participant census.

         1.2 "AVERAGE MONTHLY COMPENSATION" means a Participant's average
monthly Eligible Earnings from the Company computed on the basis of full
calendar months for the five successive calendar years during which the
Participant earned a full year of Credited Service in each and which will give
the highest average monthly rate of Eligible Earnings for the Participant. If a
Participant has been employed less than five successive calendar years of
successive calendar years during which he earned a full year of Credited Service
will instead be averaged. However, in either circumstance, the final calendar
year of employment, whether full or partial, may be counted even if the
Participant has not earned a full year of Credited Service.

         1.3 "BENEFICIARY" means a person or entity designated by the
Participant under the terms of this Plan to receive any amounts distributed
under the Plan upon the death of the Participant.


                                      -1-
<PAGE>


         1.4 "BOARD OF DIRECTORS" means the Board of Directors of SCI.

         1,5 "CHANGE OF CONTROL" means an event listed in subparagraph (a), (b),
(c) or (d) below.

                  (a) The acquisition by a Person of beneficial ownership
         (within the meaning of Rule 13d-3 promulgated under the Securities Act)
         of 20% or more of either (1) the then outstanding shares of Stock or
         (2) the combined voting power of the then outstanding Voting
         Securities.

                  However, the following acquisitions shall not constitute a
         Change of Control: (1) any acquisition directly from SCI (excluding an
         acquisition by virtue of the exercise of a conversion privilege), (2)
         any acquisition by any employee benefit plan (or related trust)
         sponsored or maintained by any corporation controlled by SCI or (3) any
         acquisition by a corporation pursuant to a reorganization, merger or
         consolidation, if, following such reorganization, merger or
         consolidation, the conditions described in clauses (1), (2) and (3) of
         subsection (c) of this definition are satisfied.

                  (b) Individuals who, as of January 1, 1992, constitute the
         Board of Directors (the "Incumbent Board") cease for any reason to
         constitute at least a majority of the Board of Directors.

                  However, any individual becoming a director subsequent to
         January 1, 1992, whose election, or nomination for election by SCI's
         shareholders, was approved by (1) a vote of at least a majority of the
         directors then constituting the Incumbent Board, or (2) a vote of at
         least a majority of the directors then comprising the Executive
         Committee of the Board of Directors at a time when that committee was
         composed of at least five members and all members of the committee
         were either members of the Incumbent Board or considered as being
         members of the Incumbent Board under clause (1) of this subsection (b),
         shall be considered as though that individual were a member of the
         Incumbent Board, but excluding, for this purpose, any individual whose
         initial assumption of office occurs as a result of either an actual or
         threatened election contest (as those terms are used in Rule 14a-11 of
         Regulation 14A promulgated under the Securities Act) or other actual or
         threatened solicitation of proxies or consents by or on behalf of a
         Person other than the Board of Directors.

                  (c) Approval by the shareholders of SCI of a reorganization,
         merger or consolidation, in each case, unless, immediately following
         the reorganization, merger or consolidation (1) more than 60% of,
         respectively, the then outstanding shares of common stock of the
         corporation resulting from that reorganization, merger or consolidation
         and the combined voting power of the then outstanding voting
         securities of the corporation entitled to vote generally in the
         election of directors is


                                       -2-

<PAGE>

         then beneficially owned, directly or indirectly, by all or
         substantially all of the individuals and entities who were the
         beneficial owners, respectively, of the outstanding Stock and
         outstanding Voting Securities immediately prior to the reorganization,
         merger or consolidation in substantially the same proportions as their
         ownership, immediately prior to the reorganization, merger or
         consolidation, of the outstanding Stock and outstanding Voting
         Securities, as the case may be, (2) no Person (excluding any employee
         benefit plan or related trust) of the corporation resulting from the
         reorganization, merger or consolidation and any Person beneficially
         owning, immediately prior to the reorganization, merger or
         consolidation, directly or indirectly, 20% or more of the outstanding
         Stock or outstanding Voting Securities, as the case may be,
         beneficially owns, directly or indirectly, 20% or more of,
         respectively, the then outstanding shares of common stock of the
         corporation resulting from the reorganization, merger or consolidation
         or the combined voting power of the then outstanding voting securities
         of the corporation entitled to vote generally in the election of
         directors and (3) at least a majority of the members of the board of
         directors of the corporation resulting from the reorganization, merger
         or consolidation were members of the Incumbent Board at the time of the
         execution of the initial agreement providing for the reorganization,
         merger or consolidation.

                  (d) Approval by the shareholders of SCI of (1) a complete
         liquidation or dissolution of SCI or (2) the sale or other disposition
         of all or substantially all of the assets of SCI, other than to a
         corporation, with respect to which immediately following the sale or
         other disposition, (x) more than 60% of, respectively, the then
         outstanding shares of common stock of the corporation and the combined
         voting power of the then outstanding voting securities of the
         corporation entitled to vote generally in the election of directors is
         then beneficially owned directly or indirectly, by all or substantially
         all of the individuals and entities who were the beneficial owners,
         respectively of the outstanding Stock and outstanding Voting Securities
         immediately prior to that sale or other disposition in substantially
         the same proportion as their ownership, immediately prior to the sale
         or other disposition, of the outstanding Stock and outstanding Voting
         Securities, as the case may be, (y) no person (excluding any employee
         benefit plan or related trust) of the corporation and any Person
         beneficially owning, immediately prior to the sale or other
         disposition, directly or indirectly, 20% or more of the outstanding
         Stock or outstanding Voting Securities, as the care may be,
         beneficially owns, directly or indirectly, 20% or more of,
         respectively, the then outstanding shares of common stock of the
         corporation and the combined voting power of the then outstanding
         voting securities of the corporation entitled to vote generally in the
         election of directors and (z) at least a majority of the members of the
         board of directors of the corporation were members of the Incumbent
         Board at the time of the execution of the initial agreement or action
         of the Board providing for that sale or other disposition of assets of
         SCI.


                                      -3-
<PAGE>


                  1.6 "CODE" means the Internal Revenue Code of 1986, as amended
         from time to time.

                  1.7 "COMPANY" means SCI and any Subsidiary adopting the Plan.

                  1.8 "COMMITTEE" means the persons who are from time to time
         serving as members of the committee administering this Plan.

                  1.9 "CREDITED SERVICE" means service with SCI and its
         Subsidiaries for which the Participant is awarded credited service
         under the SCI Pension Plan for benefit accrual purposes.

                  1.10 "ELIGIBLE EARNINGS" means for a given calendar year the
         Participant's base salary plus overtime, bonuses and commissions paid
         by the Company for the benefit of the Participant, excluding severance
         pay, retainer fees, stock appreciation right payments, director's fees,
         medical reimbursement payments, independent contractor fees, or
         contributions other than elective deferrals to any deferred
         compensation program. Eligible earnings will include salary deferral
         contributions to a Section 401(k) Plan or a cafeteria plan described in
         Section 125 of the Code maintained by the Company.

                  1.11 "EMPLOYEE" means a full time common law employee of the
         Company who receives salary remuneration from the Company.

                  1.12 "PARTICIPANT" means an Employee of a Company who is
         participating in the Plan or a former Employee of a Company whose
         Retirement Benefit has not been completely distributed.

                  1.13 "PERSON" means any individual, entity or group within the
         meaning of Section 13(d)(3) or 14(d)(2) of the Securities Act,
         excluding SCI and any employee benefit plan or related trust maintained
         by SCI.

                                       -4-
<PAGE>


                  1.14 "PLAN" means the Service Corporation International
         Supplemental Executive Retirement Plan set forth in this document, as
         amended from time to time.

                  1.15 "PLAN YEAR" a one year period which coincides with
         the fiscal year of SCI.

                  1.16 "PRIMARY SOCIAL SECURITY BENEFIT" means the amount
         determined to be available at age 65 for a Participant as a monthly
         benefit under the Federal Social Security Act or any similar federal
         act or acts in effect at the time the offset is to be used, exclusive
         of benefits for relatives or dependents, whether or not payment of the
         amount is delayed, superseded or forfeited because of failure to apply
         or for any other reason. All calculations will be based upon the pay
         data which may be furnished the Companies and/or the Participant
         concerned. Any pay for periods prior to the earliest data furnished
         will be estimated by applying a salary scale factor projected backward
         and the salary scale applied for this purpose is the actual change in
         average wages from year to year as determined by the Federal Social
         Security Administration. If a Participant separates from service with
         all Companies before he is age 65, it will be assumed that he will
         receive the, maximum primary insurance amount in effect under the
         Federal Social Security Act on the date of his separation from service.

                  1.17 "RETIREMENT" means the Participant's separation from
         service with all Companies.

                  1.18 "RETIREMENT BENEFIT" means the monthly benefit payable to
         a qualifying Participant at Retirement, calculated under Section 3.1
         and paid under Section 3.2.

                  1.19 "RETIREMENT DATE" means the date on which the Participant
         has attained age 55 and has earned 10 years of Credited Service.


                                      -5-
<PAGE>


                  1.20 "SCI" means Service Corporation International, the
         sponsor of this plan.

                  1.21 "SCI PENSION PLAN" means the SCI Pension Plan, a defined
         benefit plan qualified under Section 401(a) of the Code, as it is
         amended from time to time.

                  1.22 "SECURITIES ACT" means the Securities Exchange Act of
         1934, as amended from time to time.

                  1.23 "STOCK" means the common stock of SCI.

                  1.24 "SUBSIDIARY" means any subsidiary of SCI that is in SCI's
         controlled group of corporations as defined in Section 1563(a) of the
         Code.

                  1.25 "VOTING SECURITIES" means any security of SCI which
         ordinarily possesses the power to vote in the election of the Board of
         Directors without the happening of any precondition or contingency.


                                       -6-

<PAGE>


                                   ARTICLE II

                                   ELIGIBILITY

                  Those Employees who are selected by the Committee will be
         eligible to participate in the Plan. The Committee will select those
         Employees who it believes are in a select group of officers, former
         officers or other management personnel of the Company in a position to
         contribute materially to the continued growth and financial success of
         the Company. The Committee shall notify, each Employee selected as a
         Participant in writing and supply him with a copy of this Plan.

                                      -7-

<PAGE>


                                   ARTICLE III

                               RETIREMENT BENEFIT

                  3.1 CALCULATION OF RETIREMENT BENEFIT. Upon the later of the
         Participant's Retirement Date or his Retirement, he will receive a
         monthly benefit for 15 years equal to 3% of his Average Monthly
         Compensation multiplied by his years of Credited Service (up to 20),
         offset by the sum of the following benefits:

                  (a) the monthly benefit available to the Participant under the
            SCI Pension Plan payable in the normal form under that plan at or
            after the date Retirement Benefits commence,

                  (b) 50% of the monthly Primary Social Security Benefit
            available to the Participant at or after the date Retirement
            Benefits commence,

                  (c) any amount previously paid to the Participant under this
            Plan as a result of a Change of Control, and

                  (d) the amount of any other supplemental retirement benefits
            available to the Participant under any other nonqualified deferred
            compensation arrangement between any of the Companies and the
            Participant at or after the date Retirement Benefits commence.

                  In determining the amount of the offset resulting from a
         Participant's benefit under the SCI Pension Plan, any contemporaneous
         or prior distribution of a Participant's benefit under that plan,
         including but not limited to a qualified domestic relations order
         distribution, will be added back and any increase in benefits available
         because of an increase in the limits of Section 415 of the Code or for
         any other reason will be taken into account so as to lower the
         Retirement Benefit. All offsets are to be computed as if the offsets
         will begin being paid as of the date the Participant retires without
         regard to whether the benefits have actually begun.

                  3.2 FORM AND TIME OF PAYMENT. The monthly Retirement Benefit
         will begin on the first day of the month coincident with or next
         following the Participant's


                                       -8-
<PAGE>



         Retirement. The Participant will receive a Retirement Benefit under
         this Plan for the lesser of 180 months or his lifetime. If he dies
         before 180 payments have been made to him no further Retirement Benefit
         shall be payable; instead his Beneficiary shall receive the death
         benefit, if any, due under Article V.


                                      -9-
<PAGE>
                                   ARTICLE IV

                  BENEFITS IN THE EVENT OF A CHANGE OF CONTROL

         Notwithstanding any other provision of this Plan, if there is a Change
of Control of SCI, the Company shall pay to the Participant (or his Beneficiary
if the Participant has died) a lump sum cash payment equal to the Participant's
Accrued Benefit within five days of the date of the Change of Control.


                                      -10-
<PAGE>

                                   ARTICLE V

                                  DEATH BENEFIT


         5.1 DEATH AFTER THE PARTICIPANT'S RETIREMENT DATE. If the Participant
dies on or after his Retirement Date but before he has been paid all of his
Retirement Benefit, his Beneficiary shall receive a commuted lump sum cash
payment of the Participant's Accrued Benefit.

         5.2 DEATH BEFORE THE PARTICIPANT'S RETIREMENT DATE. If a Participant
who was an Employee of the Company on or after January 1, 1992, dies while in
the employ of a company but before his Retirement Date, his Beneficiary shall
receive a commuted lump sum cash payment of his Accrued Benefit.

         5.3 BENEFICIARY DESIGNATION. Each Participant upon entering the Plan
shall file with the Committee a designation of one or more Beneficiaries to whom
the death benefit provided by this Article V shall be paid in the event of the
Participant's death. The designation will be effective upon receipt by the
Committee of a properly executed form which the Committee has approved for that
purpose. The Participant may from time to time revoke or change any designation
of Beneficiary by filing another approved Beneficiary designation form with the
Committee. If there is no valid designation of Beneficiary on file with the
Committee at the time of the Participant's death or if all of the Beneficiaries
designated in the last Beneficiary designation have predeceased the Participant
or otherwise cease to exist, the Beneficiary will be the Participant's spouse,
if the spouse survives the Participant, or otherwise the Participant's estate.
If any Beneficiary survives the Participant but dies or otherwise ceases to
exist before receiving all payments due under this Article V, the balance of the
payments, which would have been paid to that Beneficiary will, unless the
Participant's


                                      -11-
<PAGE>


designation provides otherwise, be distributed to the deceased individual
Beneficiary's estate or to the Participant's estate in the case of a Beneficiary
which is not an individual.


                                      -12-
<PAGE>

                                   ARTICLE VI

                       PROVISIONS RELATING TO ALL BENEFITS


         6.1 EFFECT OF THIS ARTICLE. The provisions of this Article will control
over all other provisions of this Plan.

         6.2 BENEFITS UPON RE-EMPLOYMENT. If a former Participant who is
receiving benefit payments under this Plan is re-employed by the Company, the
payment of the benefit will continue during his period of re-employment. The
re-employed former Participant's benefit will not be changed as a result of his
reemployment.

         6.3 CLAIMS PROCEDURE. When a benefit is due, the Member or Beneficiary
should submit his claim to the person or office designated by the Committee to
receive claims. Under normal circumstances, a final decision will be made as to
a claim within 90 days after receipt of the claim. If the Committee notifies the
claimant in writing during the initial 90 day period, It may extend the period
up to 180 days after the initial receipt of the claim. The written notice must
contain the circumstances necessitating the extension and the anticipated date
for the final decision. If a claim is denied during the claims period, the
Committee must notify the claimant in writing. The denial must include the
specific reasons for it, the Plan provisions upon which the denial is based, and
the claims review procedure. If no action is taken during the claims period,
the claim is treated as if it were denied on the last day of the claims period.

         If a Participant's or Beneficiary's claim is denied and he wants a
review, he must apply to the Committee in writing. That application may include
any comment or argument the claimant wants to make. The claimant may either
represent himself


                                      -13-
<PAGE>


or appoint a representative, either of whom has the right to inspect
all documents pertaining to the claim and its denial. The Committee may
schedule any meeting with the claimant or his representative that it finds
necessary or appropriate to complete its review.

         The request for review must be filed within 90 days after the denial.
If it is not, the denial becomes final. If a timely request is made, the
Committee must make its decision, under normal circumstances, within 60 days of
the receipt of the request for review. However, if the Committee notifies the
claimant prior to the expiration of the initial review period, it may extend
the period of review up to 120 days following the initial receipt of the request
for a review. All decisions of the Committee must be in writing and must include
the specific reasons for their action and the Plan provisions on which their
decision is based. If a decision is not given to the claimant within the review
period, the claim is treated as if it were denied on the last day of the review
period.


                                      -14-
<PAGE>

                                   ARTICLE VII

                                 ADMINISTRATION

         7.1 COMMITTEE APPOINTMENT. The Committee will be the compensation
committee of SCI unless the Board of Directors appoints other individuals. Each
Committee member will serve until his or her resignation or removal. The Board
of Directors will have the sole discretion to remove any one or more Committee
members and appoint one or more replacement or additional Committee members from
time to time.

         7.2 COMMITTEE ORGANIZATION AND VOTING. The Committee will select from
among its members a chairman who will preside at all of its meetings and will
elect a secretary without regard to whether that person is a member of the
Committee. The secretary will keep all records, documents and data pertaining to
the Committee's supervision and administration of this Plan. A majority of the
members of the Committee will constitute a quorum for the transaction of
business and the vote of a majority of the members present at any meeting will
decide any question brought before the meeting. In addition, the Committee may
decide any question by vote, taken without a meeting, of a majority of its
members. A member of the Committee who is also a Participant will not vote or
act on any matter relating solely to himself.

         7.3 POWERS OF THE COMMITTEE. The Committee shall have the exclusive
responsibility for the general administration of this Plan according to the
terms and provisions of this Plan and shall have all powers necessary to
accomplish those purposes, including, but not by way of limitation, the right,
power and authority:

         (a) to make rules and regulations for the administration of this Plan;


                                      -15-
<PAGE>

         (b) to select all Participants in this Plan,

         (c) to construe all terms, provisions, conditions and limitations of
     this Plan;

         (d) to correct any defect, supply any omission or reconcile any
     inconsistency that may appear in this Plan in the manner and to the extent
     it deems expedient to carry this Plan into effect for the greatest benefit
     of all parties at interest;

         (e) to determine all controversies relating to the administration of
     this Plan, including but not limited to:

             (1) differences of opinion arising between any Company and a
         Participant except when the difference of opinion relates to the
         entitlement to, the amount of or the method or timing of payment of a
         benefit as a result of a Change of Control; and

             (2) any question it deems advisable to determine in order to
         promote the uniform administration of this Plan for the benefit of
         all parties at interest; and

         (f) to delegate by written notice those clerical and recordation
     duties of the Committee, as it deems necessary or advisable for the proper
     and efficient administration of this Plan.

         7.4 COMMITTEE DISCRETION. The Committee in exercising any power or
authority granted under this Plan or in making any determination under this Plan
shall perform or refrain from performing those acts using its sole discretion
and judgment. Any decision made by the Committee or any refraining to act or
any act taken by the Committee in good faith shall be final and binding on all
parties. The Committee's decision shall never be subject to de novo review.
Notwithstanding the foregoing, the Committee's decisions, refraining to act or
acting is to be subject to judicial review for benefits resulting from a Change
of Control.

         7.5 REIMBURSEMENT OF EXPENSES AND INDEMNIFICATION. The Committee will
serve without compensation for their services but will be reimbursed by SCI for
all expenses properly and actually incurred in the performance of their duties
under this


                                      -16-
<PAGE>


Plan. SCI shall indemnify the Committee members against, and hold the Committee
members harmless from, any and all loss, damage, penalty, liability, cost and
expense, including without limitation, attorneys' fees and disbursements, that
may be incurred by, imposed upon, or asserted against the Committee members by
reason of any claim, regulatory proceeding, or litigation arising from any act
done or omitted to be done by any member of the Committee with respect to the
Plan, excepting only losses, claims, damages, liabilities, costs and expenses
arising from the Committee member's bad faith or gross negligence. Each affected
member of the Committee shall promptly notify SCI of any claim, action or
proceeding for which he may seek indemnification. The indemnification of
Committee members provided for in this Section will survive the resignation or
removal of the Committee member and the termination of the Plan.


                                      -17-
<PAGE>

                                  ARTICLE VIII

                             ADOPTION BY SUBSIDIARIES

         8.1 PROCEDURE FOR AND STATUS AFTER ADOPTION. Any Subsidiary may, with
the approval of the Board of Directors, adopt this Plan by appropriate action of
its board of directors. SCI and each Subsidiary adopting this Plan will bear the
cost of providing plan benefits for its own Participants. It is intended that
the obligation of SCI and each Subsidiary with respect to its Participants will
be the sole obligation of the Company that is employing the Participant and will
not bind any other Company.

         8.2 TERMINATION OF PARTICIPATION BY ADOPTING SUBSIDIARY. Any
Subsidiary adopting this Plan may, by appropriate action of its board of
directors, terminate its participation in this Plan. The Committee may, in its
discretion, also terminate a Subsidiary's participation in this Plan at any
time. The termination of the participation in this Plan by a Subsidiary will
not, however, affect the rights of any Participant who is working or has worked
for the Subsidiary as to benefits previously accrued by the Participant under
this Plan without his consent.




                                      -18-
<PAGE>



                                   ARTICLE IX

                          AMENDMENT AND/OR TERMINATION


         9.1 AMENDMENT OR TERMINATION OF THE PLAN. The Board of Directors may
amend or terminate this Plan at any time by an instrument in writing without
the consent of any adopting Company.

         9.2 NO RETROACTIVE EFFECT ON ACCRUED BENEFITS. No amendment nor the
termination of this Plan shall affect the rights of any Participant to the
Retirement Benefit provided in Article III previously accrued by the Participant
or to the death benefit provided his Beneficiary in Article V if he completes
the requirements for the benefit or shall change a Participant's rights under
any provision relating to a Change of Control after a Change of Control has
occurred without his written consent.



                                      -19-
<PAGE>



                                    ARTICLE X

                                     FUNDING


         10.1. PAYMENTS UNDER THIS PLAN ARE THE OBLIGATION OF THE COMPANY. The
Company will pay the benefits due the Participants under this Plan.

         10.2 PLAN MAY BE FUNDED THROUGH A RABBI TRUST. It is specifically
recognized by both the Companies and the Participants that any one or more of
the Companies may, but are not required to, contribute any amount it or they
find desirable to a trust established to accumulate assets sufficient to fund
the obligations of any one or more of the Companies signatory to this Plan.
However, under all circumstances, the rights of the Participants to the assets
held in the trust will be no greater than the rights expressed in this
agreement. Nothing contained in any trust agreement which creates the funding
trust will constitute a guarantee by any Company that assets of the Company
transferred to the trust will be sufficient to pay any benefits under this Plan
or would place the Participant in a secured position ahead of general creditors
should the Company become insolvent or bankrupt. Any trust agreement prepared to
fund the Company's obligations under this Plan must specifically set out these
principles so it is clear in that trust agreement that the Participants in this
Plan are only unsecured general creditors of the Company in relation to their
benefits under this Plan.

         10.3 PARTICIPANTS MUST RELY ONLY ON GENERAL CREDIT OF THE COMPANY. It
is also specifically recognized by both the Companies and the Participants that
this Plan is only a general corporate commitment and that each Participant must
rely upon the general credit of the Company by which he is employed for the
fulfillment of its obligations under this Plan. Under all circumstances the
rights of Participants to any asset held by the Company will be no greater than
the rights expressed in. this Plan.




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<PAGE>




Nothing contained in this Plan will constitute a guarantee by that Company that
the assets of the Company will be sufficient to pay any benefits under this Plan
or would place the Participant in a secured position ahead of general unsecured
creditors of the Company. Though the Company may establish or become a signatory
to a rabbi trust, as indicated in Section 10.2, to accumulate assets to fulfill
its obligations, the Plan and that trust will not create any lien, claim,
encumbrance, right, title or other interest of any kind in any Participant in
any asset held by the Company, contributed to the trust or otherwise designated
to be used for payment of any of its obligations created in this Plan. No
specific asset of the Company has been or will be set aside, or will in any way
be transferred to the trust or will be pledged in any way for the performance of
the Company's obligations under this Plan which would remove the asset from
being subject to the creditors of the Company.




                                      -21-
<PAGE>




                                   ARTICLE XI

                                  MISCELLANEOUS


         11.1 RESPONSIBILITY FOR DISTRIBUTIONS AND WITHHOLDING OF TAXES. The
Committee will furnish information, to the Company last employing the
Participant, concerning the amount and form of distribution to any Participant
entitled to a distribution so that the Company may make or cause any rabbi trust
established to make the distribution required. It will also calculate the
deductions from the amount of the benefit paid under this Plan for any taxes
required to be withheld by federal, state or local government and will cause
them to be withheld. If a Participant has accrued a benefit under this Plan
while in the service of more than one Company, each Company for which the
Participant was working will reimburse the disbursing agent for the amount
attributable to the benefit earned while the Participant was in the Credited
Service of that Company if it has not already provided that funding to the
disbursing agent.

         11.2 LIMITATION OF RIGHTS. Nothing in this Plan will be construed:

         (a) to give a Participant any right with respect to any benefit except
     in accordance with the terms of this Plan;

         (b) to limit in any way the right of the Company to terminate a
     Participant's employment with the Company at any time;

         (c) to evidence any agreement or understanding, expressed or implied,
     that the Company will employ a Participant in any particular position or
     for any particular remuneration; or

         (d) to give a Participant or any other person claiming through him any
     interest or right under this Plan other than that of any unsecured general
     creditor of the Company.

         11.3 DISTRIBUTIONS TO INCOMPETENTS OR MINORS. Should a Participant
become incompetent or should a Participant designate a Beneficiary who is a
minor or




                                      -22-
<PAGE>




incompetent, the Committee is authorized to pay the funds due to the parent of
the minor or to the guardian of the minor or incompetent or to apply those funds
for the benefit of the minor or incompetent in any manner the Committee
determines in its sole discretion. The application of those funds under this
provision will relieve the Company of any further liability to the Participant
or his Beneficiary to the extent of the application of those funds.

         11.4 NONALIENATION OF BENEFITS. No right or benefit provided in this
Plan will be transferable by the Participant except, upon his death, to a named
Beneficiary as provided in this Plan. No right or benefit under this Plan will
be subject to anticipation, alienation, sale, assignment, pledge, encumbrance or
charge, and any attempt to anticipate, alienate, sell, assign, pledge, encumber,
or charge the same will be void. No right or benefit under this Plan will in any
manner be liable for or subject to any debts, contracts, liabilities or torts of
the person entitled to the benefit. If any Participant or any Beneficiary
becomes bankrupt or attempts to anticipate, alienate, sell, assign, pledge,
encumber or charge any right or benefit under this Plan, that right or benefit
will, in the sole discretion of the Committee, cease. In that event, the
Committee may have the Company hold or apply the right or benefit or any part of
it to the benefit of the Participant or Beneficiary, his or her spouse, children
or other dependents or any of them in any manner and in any proportion the
Committee believes to be proper in its sole and absolute discretion, but is not
required to do so.

         11.5 RELIANCE UPON INFORMATION. The Committee will not be liable for
any decision or action taken in good faith in connection with the administration
of this Plan. Without limiting the generality of the foregoing, any decision or
action taken by the Committee when it relies upon information supplied it by any
officer of the




                                      -23-
<PAGE>




Company, the Company's legal counsel, the Company's actuary, the Company's
independent accountants or other advisors in connection with the administration
of this Plan will be deemed to have been taken in good faith.

         11.6 SEVERABILITY. If any term, provision, covenant or condition of
this Plan is held to be invalid, void or otherwise unenforceable, the REST OF
this Plan will remain in full force and effect and will in no way be affected,
impaired or invalidated.

         11.7 SURVIVAL OF TERMS. The provisions of this Agreement will bind the
successors of the Company.

         11.8 NOTICE. Any notice or filing required or permitted to be given to
the Committee or a Participant will be sufficient if in writing and hand
delivered or sent by U.S. mail to the principal office of the Company or to the
residential mailing address of the Participant. Notice will be deemed to be
given as of the date of hand delivery or if delivery is by mail, as of the date
shown on the postmark.

         11.9 GENDER AND NUMBER. If the context requires it, words of one
gender when used in this Plan will include the other genders, and words used in
the singular or plural will include the other.

         11.10 GOVERNING LAW. The Plan will be construed, administered and
governed in all respects by the laws of the State of Texas.

         IN WITNESS WHEREOF, the Company has executed this document on this ___
day of ________, 199_, amending and restating the Plan effective as of January
1, 1992.




                                    SERVICE CORPORATION INTERNATIONAL


                                    By
                                      ------------------------------------------






                                      -24-