exv10w50






Exhibit 10.50




AMENDMENT ONE TO THE SERVICE CORPORATION INTERNATIONAL

EXECUTIVE DEFERRED COMPENSATION PLAN




     Service Corporation International, a Texas corporation (the “Company”), hereby adopts the
following Amendment to the Service Corporation International Executive Deferred Compensation Plan
(the “Plan”):



     WHEREAS, the Plan was adopted by the Company, originally effective January 1, 2005 and
subsequently amended and restated during December 2009; and



     WHEREAS, the Company desires to change the terms of the Plan to permit Participants to defer
future grants of restricted stock under the Plan’s terms;



     WHEREAS, Section 12.2 of the Plan gives the Company the authority to make amendments to the
Plan;



     NOW THEREFORE, the Plan is hereby amended by adding new Article 18 to the end thereof, to be
and read as follows:



ARTICLE 18




Stock Deferrals



18.1 Definitions.




     (a) “Dividend Equivalents” means the amount credited to a Participant’s Dividend Equivalent
Account as provided in Section 18.1(d) below.



     (b) “Incentive Plan” shall mean the Service Corporation International Amended 1996 Incentive
Plan, as amended from time to time, and any subsequently adopted stock incentive plan.



     (c) “Stock Award” shall mean any grant of Restricted Stock as defined in and pursuant to the
Incentive Plan.



     (d) “Stock Award Unit” shall mean a nominal unit of the Company’s common stock that is
credited to a Participant’s Stock Award Unit Account pursuant to Section 18.2(b) below.



18.2 Deferral of Share Awards.




     (a) Annual Accounting. For each Participant who elects to defer a portion of a Stock Award, a
separate Stock Award Unit Account and Dividend Equivalent Account shall be established for each
Plan Year to hold the Participant’s Stock Award Units and Dividend Equivalents. Earnings with
respect to a separate Stock Award Unit Account and Dividend Equivalent Account established for a
Plan Year shall be allocated to that account.



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     (b) Stock Award Deferral Elections. Subject to the limitations below, a Participant may elect
to defer all or a portion of a Stock Award on such terms as the Committee (or its delegate) may
permit by completing an Election Form and submitting it to the Committee (or its delegate) prior to
the calendar year in which the Stock Award is made. The Participant’s deferral election shall be
made pursuant to Section 3.1 hereof, in accordance with the provisions thereof, and shall be
submitted within the time period provided under Section 3.2(a) hereof. The Election Form shall
designate the time and form of distribution for the Participant’s Stock Award Units and Dividend
Equivalents in a manner consistent with the provisions of (i) Article 4, regarding Scheduled
Distributions and Unforeseeable Emergencies, (ii) Article 5, regarding Change in Control Benefit
distributions, (iii) Article 6, regarding Retirement Benefits distributions, (iv) Article 7,
regarding Termination Benefit distributions and (v) Article 8, regarding Disability Benefits. The
Committee (or its delegate) shall credit a Stock Award Unit to a bookkeeping account (to be known
as a “Stock Award Unit Account”) for the benefit of such Participant. Any Stock Awards deferred
pursuant to this Section 18.2 shall be accounted for by the Employer on its books and records and
the Employer may, in its discretion, transfer shares of the Employer’s common stock to the Trustee
at such times as the Employer shall, in its discretion, determine.



     (c) Stock Award Unit Accounts. A Participant’s Stock Award Units shall be subject to vesting
and forfeiture at the same time and in the same manner as applicable to such Participant’s Stock
Award.



          (i) In addition to the applicable limitations of Article 4, no portion of a Stock Award Unit
may be distributed in a Scheduled Distribution until an annual distribution date which occurs
following the date the Participant’s Stock Award would have been fully vested. By way of example,
if a Stock Award Unit becomes fully vested on March 1, 2015, then such Stock Award Unit shall be
eligible for distribution as part of a Scheduled Distribution during January 2016.




          (ii) Distributions from a Participant’s Stock Award Unit Account shall be made in the form of
shares of the Company’s common stock for each Stock Award Unit, which shares shall be issued
pursuant to the Incentive Plan’s terms.




          (iii) If the Company pays a stock dividend with respect to its shares of common stock, then
the Committee (or its delegate) shall credit additional Stock Award Units to the Participant’s
Stock Award Unit Account in an amount equal to the number of shares of common stock that would have
been issued to the Participant if he or she had directly held one unit of the Company’s common
stock for each Stock Award Unit credited to his Stock Award Unit Account.




     (d) Dividend Accounts. The Committee (or its delegate) shall credit to each Participant’s
Dividend Equivalent Account an amount equal to the dividend that the Participant would have
received if he or she had directly owned one share of the Company’s common stock for each Stock
Award Unit credited to the Participant’s Stock Award Unit Account.



          (i) Amounts credited to a Participant’s Dividend Equivalent Account shall be fully vested at
all times.





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          (ii) Any amount is earned on a Participant’s Dividend Equivalent Account for an Annual
Account, such amount shall be credited to the Participant’s Dividend Equivalent Account for that
Plan Year.




          (iii) Amounts credited to a Participant’s Dividend Equivalent Account shall initially be
invested in the same manner as directed for the Participant’s Company Contributions.




     IN WITNESS WHEREOF, the undersigned, duly authorized officer of the Company, has caused this
instrument to be executed on this 27th day of December, 2010.



	 	 	 	 	 
	 	SERVICE CORPORATION INTERNATIONAL

 	 
	 	By:  	/s/ Jane D. Jones
 	 
	 	 	 	 
	 	Its: 	 Vice President Human Resources 	 
	 




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