Attn: GREG CAUTHEN
SERVICE CORPORATION INTERNATIONAL
The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered into
between us on the Trade Date 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 are incorporated into this Confirmation. In
the vent of any inconsistency between those definitions and provisions and this Confirmation, this Confirmation
This Confirmation represents an amendment and restatement of any prior documents or other confirming
communications between the parties with respect to this Transaction.
Morgan 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:
From: RAJAN KUNDRA
J P MORGAN SECURITIES INCORPORATED
As Agent for MORGAN GUARANTY TRUST COMPANY OF NEW YORK
Date: 14 September 1995
Morgan Deal Number: 030000117056
Trade Date: 13 September 1995
Effective Date: 13 December 1994