INDEPENDENT CONTRACTOR/CONSULTATIVE AGREEMENT
THIS AGREEMENT is made and dated as of the 15th day of March, 1999, by and between SCI Management
Corporation, a Delaware corporation ("Corporation"), and L. William Heiligbrodt, a resident of Harris County,
Texas ("Heiligbrodt" or "Consultant"), but is effective for all purposes as of February 11, 1999.
W I T N E S S E T H:
In consideration of the premises and the agreements herein contained, the parties intending to be legally bound
hereby, agree as follows:
Section 1. Scope and Term of Agreement.
(a) Contemporaneously with the execution of this Agreement, Heiligbrodt, Service Corporation International, a
Texas corporation ("SCI"), and SCI Executive Services, Inc., a Delaware corporation ("Executive Services"),
have entered into a Separation and Release Agreement dated of even date herewith, but effective for most
purposes as of February 11, 1999 ("Separation Agreement"). The Separation Agreement terminates, and this
Agreement supplants in its entirety, the Employment Agreement, dated January 1, 1998, between Heiligbrodt and
Executive Services ("Supplanted Agreement").
(b) The $15 million payment to Heiligbrodt referred to in numbered paragraph 2(c) of the Separation Agreement
provides additional consideration for Consultant's commitments, agreements and undertakings set forth in this
Agreement, including without limitation those appearing in Sections 7, 8, 9, 10, 11 and 12 hereof.
(c) Corporation and Executive Services are both wholly owned subsidiaries of SCI. References to the "Group" in
this Agreement include SCI, Corporation, Executive Services and the other subsidiaries and affiliated companies
and enterprises of SCI.
(d) Subject to the provisions of this Agreement, the Primary Term of this Agreement ("Primary Term" of this
Agreement) shall begin on the effective date hereof and end on the 10th day of February, 2003. At the option of
the Group, this Agreement may be extended for additional two-year periods ("Seconda