0000950123-10-107904 Sample Contracts

Service Corporation International Underwriting Agreement
Underwriting Agreement • November 23rd, 2010 • Service Corporation International • Services-personal services • New York

Service Corporation International, a Texas corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom Merrill Lynch, Pierce, Fenner & Smith Incorporated is acting as representative (the “Representative”), $250,000,000 aggregate principal amount of its 7.00% Senior Notes due 2019 (the “Securities”). The Securities will be issued pursuant to an indenture dated as of February 1, 1993 (the “Base Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as successor to The Bank of New York, as trustee (the “Trustee”), as supplemented by the Ninth Supplemental Indenture to be dated as of the Closing Date (as defined below) (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”).

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SERVICE CORPORATION INTERNATIONAL as Issuer and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee NINTH SUPPLEMENTAL INDENTURE Dated as of November 22, 2010
Ninth Supplemental Indenture • November 23rd, 2010 • Service Corporation International • Services-personal services • Texas

NINTH SUPPLEMENTAL INDENTURE dated as of November 22, 2010 (this “Supplemental Indenture”), between Service Corporation International, a Texas corporation (the “Issuer”), and The Bank of New York Mellon Trust Company, N.A., a national banking corporation, as successor to The Bank of New York, as trustee (the “Trustee”).

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