exv10w34





Exhibit
10.34


AMENDMENT NO. 4




SERVICE CORPORATION INTERNATIONAL



EMPLOYEE STOCK PURCHASE PLAN



     This Amendment is executed by Service Corporation International (“Company”) effective as of January
1, 1994.



W I T N E S S E T H:




     WHEREAS, the Company executed the Service Corporation International Stock Purchase Plan on August
22, 1979, Amendment No. 1 thereto on June 5, 1981,
Amendment No. 2 thereto on October 19, 1988, and Amendment No. 3 thereto on
June 19, 1990 (as amended, the “plan”), which continues in force and effect, and is made a part
hereof by reference; and



     WHEREAS, the Company is desirous of amending Sections 1 and 4 and
Subsections 1.03, 1.05, 1.06, 3.01, 3.02, 5.01, 7.02, 8.02 and 8.03 of the Plan effective as of
January 1, 1994;



     NOW, THEREFORE, in consideration of the premises, the Company hereby amends the Plan in the
following respect:




     1. Section 1 of the Plan is amended to include the following new Subsections:




     “1.12 Plan Year: A 52 or 53-week period ending on the last Friday of December; provided that the
first Plan Year shall begin on January 1,
1994 and end on December 30, 1994.




     1.13 Identified Shares: With respect to any Plan Participant, the
shares of common stock of the Company then held in the Participant’s account that:




	 	(a)	 	were acquired by Merrill Lynch on behalf of the Participant subsequent to December
31, 1993, pursuant to (i) contributions by the Participant as provided in Subsection 3.01
hereof, (ii) contributions by the Company as provided in Subsection 3.02 hereof made,
including Discretionary Contributions forwarded to Merrill Lynch, or (iii) the
reinvestment of cash dividends paid with respect to shares that constituted Identified
Shares at the time of such payment; or
	 
	 	(b)	 	represent stock dividends (other than Significant Stock Dividends) paid with respect to
shares that constituted Identified Shares at the time of such payment.


















 






     1.14 Share Increase: With respect to any Plan Participant, the excess, if
any, of the number of Identified Shares in his account at the end of the Plan Year over
the greatest number of Identified Shares in his account at the end of any of the three
preceding Plan Years; provided that, for purposes of computing the Share Increase, the
number of Identified Shares held at the end of each Plan Year preceding the first Plan
Year ending December 30, 1994, shall be deemed to be zero.




     1.15 Share Increase Value: With respect to any Plan Participant, the product
of (x) such Participant’s Share Increase for the Plan Year and (y) the average per share
cost of common stock of the Company purchased with employee contributions during the Plan
Year.




     1.16 Significant Stock Dividend: A stock dividend or split representing in
excess of five percent (5%) of the shares on which the dividend or split is
declared.”




     2. Subsection 1.03 is hereby amended to read as follows in its entirety:




     “1.03 Employing Company: The Company and any wholly owned or controlled
(either directly or indirectly) U.S. or Canadian subsidiary corporation.




     3. Subsection 1.05 is hereby amended to read as follows in its entirety:




     “1.05 Employee: Any employee of an Employing Company who is of legal age,
other than Directors and officers of the Company, and who is classified as a Regular
Full-Time Employee as defined in the Company’s Employee Manual.”




     4. Subsection 1.06 is hereby amended to read as follows in its entirety:




     “1.06 Participant: An Employee who has participated in the Plan through
payroll deductions at any time during the relevant Plan Year.”




     5. Subsection 3.01 is hereby amended to read as follows in its entirety:




     “A Participant who is an Employee of a U.S. Employing Company may elect to contribute
under the Plan, by means of regular payroll deductions from his Earnings, no less than
$10.00 (U.S.) per month, and any amount, in multiples of $5.00 (U.S.), in excess thereof,
except that the maximum monthly contribution under the Plan is $500.00 (U.S.). A
Participant who is an Employee of a Canadian Employing Company may elect to contribute
under the Plan, by means of regular payroll deductions from his Earnings, no less than
$12.00 (Cdn.) per month, and any amount, in multiples of $3.00 (Cdn.), in excess thereof,
except that the maximum monthly contribution under the Plan is
$600.00 (Cdn.); provided,
that such minimum and maximum contributions may be



 









 






adjusted at the beginning of any Plan
Year if necessary to more closely approximate the currency exchange equivalent of the U.S.
minimum and maximum contributions. Such elections shall be made on the form provided by
the Company.




     A Participant may at any time increase or decrease the rate or amount of his
contribution to the Plan by delivering proper written notice to the Company; provided that
such increase or decrease shall be in the amount of $5.00 (U.S.) ($3.00 (Cdn.) for any
Employee of a Canadian Employing Company) or a multiple thereof. A Participant may also
terminate his participation at any time by delivering proper written notice of revocation
of his deduction authorization to the Company. Such revision or termination shall be
effective as soon as practicable after receipt of such notice by the Company, but shall
not apply to any deduction or purchase theretofore made. Participation shall be
automatically suspended during a Leave of Absence and active participation may resume upon
the expiration of such Leave of Absence if the Participant returns to work.”




     6. Subsection 3.02 is hereby amended to read as follows in its entirety:




     “3.02 Company Contributions: On or before January 15 of each year during
which this Plan shall remain in effect, beginning with
January 15, 1995, Merrill Lynch will
deliver to the Company a schedule and diskette in Lotus format listing all Plan
Participants as of the end of the immediately preceding Plan Year who have submitted forms
that authorize Merrill Lynch to release Share Increase information to the Company,
together with the Share Increase for each such Participant as of such date. Within 30 days
of the receipt of such schedule, the Company shall calculate the Share Increase Value for
each Participant listed who was an Employee at the end of such Plan Year (including an
Employee who is on an authorized leave of absence) and shall make a contribution (“Regular
Contribution”) under the Plan on behalf of each such Participant in an amount equal to 25%
of his
respective Share Increase Value, subject to a maximum Regular Contribution of $1,500
(U.S.) per Participant ($1,800 (Cdn.) per Participant that is an Employee of a Canadian
Employing Company) per Plan Year.




     In addition to the Regular Contribution, the Company may, in any year and in its sole
discretion, authorize and make an additional contribution (“Discretionary Contribution”)
on behalf of each Participant who received a Regular Contribution in an amount equal to a
designated percentage of such Participant’s Share Increase Value.




     No part of the Company’s Regular or Discretionary Contributions,
once forwarded to Merrill Lynch, shall be recoverable by the Company nor
shall such contributions be used by Merrill Lynch for purposes other than
the exclusive benefit of Plan Participants.”



 









 






     7. Section 4 is hereby amended to read as follows in its entirety:




     “Within
30 days of the receipt of contributions from Participants in the form of
payroll deductions, such Participant contributions shall be forwarded by the
Company to Merrill Lynch, together with a schedule indicating the amount of contributions
made by each Participant.




     Within 30 days of the receipt by the Company of the schedule of Plan Participants
referred to in Subsection 3.02 above, an amount equal to the aggregate of the Company’s
Regular Contributions for such Plan Year shall be forwarded by the Company to Merrill
Lynch, together with a schedule indicating the portion thereof that has been allocated to
the account of each Participant.




     In the event the Company authorizes a Discretionary Contribution for a particular
year, the Company shall (i) forward to Merrill Lynch an amount equal to the aggregate of
such Discretionary Contributions, together with a schedule indicating the portion thereof
that has been allocated to the account of each Participant entitled
to a Discretionary
Contribution, in the same manner provided in the preceding paragraph for Regular
Contributions, (ii) directly distribute as compensation to each Participant entitled to a
Discretionary Contribution a cash amount equal to the Discretionary Contribution
calculated for such Participant or (iii) effect the contribution pursuant to any
combination of (i) and (ii) above.




     As soon as practicable and within 15 days after the receipt of funds representing
Participant contributions, Company Regular Contributions or Company Discretionary
Contributions as provided above, Merrill Lynch shall purchase on the open market as many
shares of common stock of the Company as the total amount of such funds may allow.”




     8. Subsection 5.01 is hereby amended to read as follows in its entirety:




     “5.01 Accounts: Merrill Lynch shall open and maintain for each Plan
Participant an individual investment program account that enables Merrill Lynch to
identify and separately account for Identified Shares (including the purchase, receipt,
distribution or sale of Identified Shares as provided in this Plan) held by such
Participant.”




     9. Subsection 7.02 is hereby amended to read as follows in its entirety:




     “7.02 Expenses: Expenses of instituting and maintaining the Plan shall be
paid by the Company except as herein provided. The Company shall pay Merrill Lynch for
commissions and other charges in connection with purchases made with amounts contributed
pursuant to Subsections 3.01 and 3.02 hereof or in connection with the reinvestment of
dividends.



 









 






     Commissions and other charges on sales and purchases with funds other than
contributions pursuant to Subsections 3.01 and 3.02 hereof or other than the reinvestment
of dividends shall be payable by the Participant and will be at the minimum rates as then
in effect, as posted by the broker from time to time.”




     10. Subsection 7.03 is hereby amended to read as follows in its entirety:




     “7.03
Statements: As soon as practicable after the close of each calendar quarter,
Merrill Lynch shall forward to each Participant a statement indicating the number of
shares purchased or sold for the Participant under the Plan, the price at which such
shares were purchased or sold, commissions, if any, payable by the Participant and the
current status of his or her account.”




     11. Subsection 8.02 is hereby amended to insert the following as a new
second sentence:




“It shall be presumed that the Participant wishes first a distribution of shares that are not
Identified Shares, to the extent possible, and Merrill Lynch shall mail to such Participant a
certificate representing shares that are not Identified Shares, to
the extent possible, with the balance, if any, of the number of shares so requested to be
Identified Shares.”




     12. Subsection 8.03 is hereby amended to insert the following as a new
second sentence:




“It shall be presumed that the Participant wishes first to sell shares that are not
Identified Shares, to the extent possible, and Merrill Lynch shall sell shares that are
not Identified Shares, to the extent possible, with the balance, if any, of the number of
shares so sold to be Identified Shares.”




     13. Sections of the Plan not specifically amended hereby shall remain unchanged and in
full force and effect.



          IN WITNESS WHEREOF, the Company has executed this amendment to the Plan this 21st day of
December, 1993, effective as of January 1, 1994.




	 	 	 	 	 
	 	SERVICE CORPORATION INTERNATIONAL

 	 
	 	By:  	/s/ Jack L. Stoner
 	 
	 	 	Jack L. Stoner  	 
	 	 	Senior Vice President Administration