EXHIBIT 10.32
JP MORGAN
TRANSACTION
Date: 15 March 1996
The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered into
between:
MORGAN GUARANTY TRUST COMPANY OF NEW YORK
and
SERVICE CORPORATION INTERNATIONAL
on the Trade Date and identified by the Morgan Deal Number specified below (the "Transaction"). This letter
agreement constitutes a "Confirmation" as referred to in the ISDA Master Agreement specified below.
The definitions and provisions contained in the 1991 ISDA Definitions (as published by the International Swap
Dealers Association, Inc.) are incorporated into this Confirmation. In the event of any inconsistency between
those definitions and provisions and this Confirmation, this Confirmation will govern.
Morgan Guaranty Trust Company of New York is, together with other United Kingdom listed institutions,
subject to the Bank of England's Code of Conduct. In connection therewith, this and certain future wholesale
money market transactions will be outside the Financial Services Act, but you will have the benefit of the Code of
Conduct.
1. This Confirmation supplements, forms part of, and is subject to, the ISDA Master Agreement dated as of 4
February 1993, as amended and supplemented from time to time (the "Agreement"), between MORGAN
GUARANTY TRUST COMPANY OF NEW YORK ("MORGAN") and SERVICE CORPORATION
INTERNATIONAL (the "Counterparty"). All provisions contained in the Agreement govern this Confirmation
except as expressly modified below:
2. The terms of the particular Transaction to which this Confirmation relates are as follows:
Morgan Deal Number: 151442
Trade Date: 15 March 1996
Effective Date: 19 March 1996
Termination Date: 1 April 1998, subject to adjustment in
accordance with the Modified Following
Business Day Convention
FIXED AMOUNTS