SERVICE CORPORATION INTERNATIONAL
1ST AMEND.TO EMPLOYMENT AGMT - R. L. WALTRIP
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>3
<FILENAME>h02718exv10w5.txt
<DESCRIPTION>1ST AMEND.TO EMPLOYMENT AGMT - R. L. WALTRIP
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.5

                                 FIRST AMENDMENT
                                       TO
                              EMPLOYMENT AGREEMENT

         THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT ("Amendment") made and
entered into as of this 25th day of February, 2003, by and between SCI EXECUTIVE
SERVICES, INC., a Delaware corporation (the "Company") wholly owned by SERVICE
CORPORATION INTERNATIONAL, a Texas corporation (the "Parent"), and R. L.
WALTRIP, (the "Employee").

                              W I T N E S S E T H:

         WHEREAS, the Company and the Employee entered into an Employment
Agreement effective January 1, 1998 (the "Employment Agreement"), and the Parent
guaranteed payment and performance under the Employment Agreement; and

         WHEREAS, the Company and the Employee have agreed to amend the
Employment Agreement in certain respects;

         NOW THEREFORE, in consideration of the premises and the agreements
herein contained, the parties intending to continue to be legally bound by the
Employment Agreement as amended by this Amendment, hereby agree as follows:

         1.       Section 1 of the Employment Agreement is hereby amended by
                  deleting the entire Section 1 and substituting the following
                  as Section 1 in its entirety:

                  "1.      Employment and Term. The Company agrees to employ the
                           Employee and the Employee agrees to remain in the
                           employ of the Company, in accordance with the terms
                           and provisions of this Agreement, for the period
                           beginning on the date of the First Amendment to this
                           Employment Agreement and ending as of the close of
                           business on December 31, 2006 (such period is
                           referred to hereinafter as the "Employment Period")."

         2.       Section 2 of the Employment Agreement is hereby amended by
                  deleting the first sentence thereof and substituting the
                  following for such sentence:

                           "During the Employment Period, the Employee shall
                           serve either as Chairman of the Board of Directors of
                           the Parent, or as Chairman of the Board of Directors
                           and Chief Executive Officer of the Parent, as
                           designated at the discretion of the Board of
                           Directors of the Parent, and shall have the duties,
                           powers and authority heretofore possessed by the
                           holder of such office(s) and

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                           such other powers consistent therewith as are
                           delegated to him in writing from time to time by the
                           Board of Directors of the Parent (the "Board").

         3.       Section 4(c) of the Employment Agreement is hereby amended by
                  adding a new subparagraph at the end of such Section to be and
                  read as follows:

                           "It is understood and agreed that the First Amendment
                           to this Employment Agreement shall not constitute
                           "Good Reason" for purposes of this Agreement."

         4.       Section 4(e) of the Employment Agreement is hereby amended by
                  deleting the last sentence of such Section.

         5.       Section 5(a) of the Employment Agreement is hereby amended by
                  deleting all of the language within the parenthetical at the
                  end of such Section so that the Section ends prior to such
                  parenthetical.

         6.       The terms and provisions of the Employment Agreement, as
                  amended hereby, continue in full force and effect.

         IN WITNESS WHEREOF, the Employee and, pursuant to due authorization
from the Board, the Company have caused this Amendment to be executed as of the
date first above written.

                                             R. L. WALTRIP

                                                    /s/ R. L. Waltrip
                                             -----------------------------------
                                                    "EMPLOYEE"

                                             SCI EXECUTIVE SERVICES, INC.

                                             By:    /s/ Curtis G. Briggs
                                                 -------------------------------
                                             Name:  Curtis G. Briggs
                                             Title: Vice President
                                                    "COMPANY"


         Pursuant to due authorization from its Board of Directors, the Parent,
by its execution hereof, absolutely and unconditionally guarantees to Employee
the full and timely payment and performance of each obligation of the Company to
Employee under the Employment Agreement as amended by this Amendment, waives any
and all rights that it may otherwise have to require Employee to proceed against
the Company for nonpayment or nonperformance, waives any and all defenses that
would otherwise be a defense to this guarantee, and agrees to remain liable to
Employee for all payment and performance obligations of the Company under the
Employment Agreement as amended by this Amendment, whether arising before, on or
after the date of this Amendment, until the Employment Agreement shall terminate
pursuant to its terms.

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                                            SERVICE CORPORATION
                                            INTERNATIONAL

                                            By:    /s/ James M. Shelger
                                                --------------------------------
                                            Name:  James M. Shelger
                                            Title: Senior Vice President
                                                   General Counsel and Secretary
                                                           "PARENT"

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