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                                                                    EXHIBIT 99.4

                        SERVICE CORPORATION INTERNATIONAL

                AMENDMENT TO THE 1996 NONQUALIFIED INCENTIVE PLAN


                  AMENDMENT, dated as of February 14, 2001, to the Service
Corporation International 1996 Nonqualified Incentive Plan, as amended (the
"1996 Nonqualified Plan").

                  1. The 1996 Nonqualified Plan is hereby amended effective as
of the date hereof, as follows:

         Section 4.2 is hereby amended and restated in its entirety as follows:

                  The total number of shares of Stock with respect to which
         Options may be granted under the Plan shall be 8,700,000 shares. The
         shares of Stock may be treasury shares or authorized but unissued
         shares. The numbers of shares of Stock stated in this Section 4.2 shall
         be subject to adjustment in accordance with the provisions of Section
         4.5.

                  In the event that any Option shall expire or terminate for any
         reason or any Option is surrendered, the shares of Stock allocable to
         that Option may again be subject to an Option granted under the Plan.

         Section 5.8 is hereby amended and restated in its entirety as follows:

                  Subject to the provisions of Section 4.2 hereof, the maximum
         number of Options which may be awarded under this Article V during the
         term of the Plan shall be 8,700,000 shares.


                                  SERVICE CORPORATION INTERNATIONAL


                                  By:    /s/ James M. Shelger
                                      -----------------------------------------
                                         Senior Vice President