1
AGREEMENT APPOINTING A SUCCESSOR Exhibit 4.1
RIGHTS AGENT UNDER RIGHTS AGREEMENT
AGREEMENT, dated as of June 1, 1999, among Service Corporation
International, a Texas corporation (the "Company"), Xxxxxx Trust and Savings
Bank ("Xxxxxx Trust") and The Bank of New York ("BNY").
The Company and Xxxxxx Trust have heretofore executed and entered
into the Rights Agreement, dated as of May 14, 1998 (the "Rights Agreement"),
under which Xxxxxx Trust is the Rights Agent. Pursuant to Section 21 of the
Rights Agreement, the Company may appoint a successor to the Rights Agent in
accordance with the provisions of Section 21 thereof. All acts and things
necessary to make this Agreement a valid agreement, enforceable according to
its terms, have been done and performed, and the execution and delivery of this
Agreement by the undersigned have been in all respects duly authorized by the
undersigned.
In consideration of the foregoing and the mutual agreements set
forth herein, the parties hereto agree as follows:
1. Effective as of June 1, 1999, Xxxxxx Trust resigns as Rights
Agent under the Rights Agreement and the Company appoints BNY
as the Rights Agent under the Rights Agreement.
2. Xxxxxx Trust and the Company each hereby waive any notice
required by Section 21 of the Rights Agreement.
3. BNY represents that it, together with its Texas subsidiaries
and affiliates, meets the requirements to be Rights Agent as
set forth in Section 21 of the Rights Agreement. BNY accepts
its appointment as Rights Agent under the Rights Agreement and
agrees to act as Rights Agent in accordance with the terms of
the Rights Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and attested, all as of the date and year first above written.
Attest: SERVICE CORPORATION INTERNATIONAL
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxx X. Shelger
----------------------------------- ---------------------------------------------
Senior Vice President
Attest: XXXXXX TRUST AND SAVINGS BANK
By: /s/ Xxxxxxxx Xxxxxxxx By: /s/ Xxx X. Xxxxxxxxx
------------------------------------ ----------------------------------------------
Vice President
Attest: THE BANK OF NEW YORK
By: /s/ Xxxxxx X. Xxxxx By: /s/ Xxxxx Xxxxxx
------------------------------------ ----------------------------------------------
