0000950129-05-006237 Sample Contracts

Registration Rights Agreement Dated as of June 15, 2005 among Service Corporation International and Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Registration Rights Agreement • June 15th, 2005 • Service Corporation International • Services-personal services • New York

This Registration Rights Agreement (the “Agreement”) is made and entered into this 15th day of June, 2005, among Service Corporation International, a Texas corporation (the “Company”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities Inc., Banc of America Securities LLC, Lehman Brothers Inc. and Raymond James & Associates, Inc. (collectively, the “Initial Purchasers”).

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SERVICE CORPORATION INTERNATIONAL as Issuer and THE BANK OF NEW YORK as Trustee SERIES A AND SERIES B 7% SENIOR NOTES DUE 2017 SECOND SUPPLEMENTAL INDENTURE
Indenture • June 15th, 2005 • Service Corporation International • Services-personal services • Texas

SECOND SUPPLEMENTAL INDENTURE dated as of June 15, 2005 (this “Supplemental Indenture”) between Service Corporation International, a Texas corporation (the “Issuer”), and The Bank of New York, a New York banking corporation, as trustee (the “Trustee”).

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