<PAGE>
                                                                     EXHIBIT 4.3





                        SERVICE CORPORATION INTERNATIONAL
                          REGISTRATION RIGHTS AGREEMENT




                                                              New York, New York
                                                              September 23, 2002


Banc of America Securities LLC
J.P. Morgan Securities Inc.
Lehman Brothers Inc.
Merrill Lynch, Pierce, Fenner & Smith
            Incorporated
Credit Lyonnais Securities (USA) Inc.
   as Dealer Managers

c/o Banc of America Securities LLC
100 North Tryon Street, 17th Floor
Charlotte, NC 28255


Ladies and Gentlemen:

                  Service Corporation International, a Texas corporation (the
"Company"), plans to make offers to exchange (the "Initial Exchange Offer")
7.70% notes due April 15, 2009 (the "New Notes") for its outstanding 6.00% notes
due December 15, 2005 (the "Old Notes"), upon the terms set forth in a Dealer
Manager Agreement (the "Dealer Manager Agreement") dated August 7, 2002, between
the Company and you as the dealer managers (the "Dealer Managers"), relating to
the Initial Exchange Offer. The New Notes are to be issued under an indenture
dated as of February 1, 1993 (the "Indenture") between the Company, as issuer,
and The Bank of New York, as trustee (the "Trustee"). To induce the Dealer
Managers to enter into the Dealer Manager Agreement and to satisfy a condition
of your obligations thereunder, the Company agrees with you for your benefit and
the benefit of the holders (each a "Holder" and, together, the "Holders") from
time to time of the New Notes and the Exchange Notes (as hereinafter defined),
as follows:



<PAGE>



                  1. Definitions. Capitalized terms used herein without
definition shall have their respective meanings set forth in the Dealer Manager
Agreement. As used in this Agreement, the following capitalized defined terms
shall have the following meanings:

                  "Additional Interest" shall have the meaning set forth in
Section 5 hereto.

                  "Affiliate" of any specified person shall mean any other
person that, directly or indirectly, is in control of, is controlled by, or is
under common control with, such specified person. For purposes of this
definition, control of a person shall mean the power, direct or indirect, to
direct or cause the direction of the management and policies of such person
whether by contract or otherwise; and the terms "controlling" and "controlled"
shall have meanings correlative to the foregoing.

                  "Broker-Dealer" shall mean any broker or dealer registered as
such under the Exchange Act.

                  "Business Day" shall mean any day other than a Saturday, a
Sunday or a legal holiday or a day on which banking institutions or trust
companies are authorized or obligated by law to close in New York City, New
York.

                  "Commission" shall mean the Securities and Exchange
Commission.

                  "Company" shall have the meaning set forth in the preamble
hereto.

                  "Dealer Manager" shall have the meaning set forth in the
preamble hereto.

                  "Dealer Manager Agreement" shall have the meaning set forth in
the preamble hereto.

                  "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended, and the rules and regulations of the Commission promulgated
thereunder.

                  "Exchange Offer Registration Period" shall mean the one-year
period following the consummation of the Registered Exchange Offer, exclusive of
any period during which the effectiveness of the Exchange Offer Registration
Statement or use of the accompanying Prospectus, is suspended pursuant to
Section 4 (c).

                  "Exchange Offer Registration Statement" shall mean a
registration statement of the Company on an appropriate form under the
Securities Act with respect to the Registered Exchange Offer, all amendments and
supplements to such registration statement, including post-effective amendments
thereto, in each case including the Prospectus contained therein, all exhibits
thereto and all material incorporated by reference therein.

                  "Exchange Notes" shall mean debt securities of the Company
identical in all material respects to the New Notes (except that the transfer
restrictions shall be modified or eliminated, as appropriate) and to be issued
under the Indenture.



                                       2
<PAGE>



                  "Exchanging Dealer" shall mean any Holder (which may include
any Dealer Manager) that is a Broker-Dealer and elects to exchange any New Notes
that it acquired for its own account as a result of market-making activities or
other trading activities (but not directly from the Company or any Affiliate of
the Company) for Exchange Notes.

                  "Expiration Date" shall have the meaning set forth in Section
2(c)(ii) hereto.

                  "Fee" shall have the meaning set forth in the Dealer Manager
Agreement.

                  "Holder" shall have the meaning set forth in the preamble
hereto.

                  "Indenture" shall have the meaning set forth in the preamble
hereto.

                  "Initial Exchange Offer" shall have the meaning set forth in
the preamble hereto.

                  "Losses" shall have the meaning set forth in Section 7(d)
hereof.

                  "Majority Holders" shall mean, on any date, the Holders of a
majority of the aggregate principal amount of the New Notes (without regard to
whether such New Notes are registered) and the Exchange Notes outstanding as of
such date.

                  "Managing Underwriters" shall mean any investment banker or
investment bankers and manager or managers appointed by Majority Holders to
conduct an underwritten offering of New Notes or Exchange Notes.

                  "New Notes" shall have the meaning set forth in the preamble
hereto.

                  "Old Notes" shall have the meaning set forth in the preamble
hereto.

                  "Prospectus" shall mean the prospectus included in any
Registration Statement (including, without limitation, a prospectus that
discloses information previously omitted from a prospectus filed as part of an
effective registration statement in reliance upon Rule 430A under the Securities
Act), and all amendments, supplements and exhibits thereto and all material
incorporated by reference therein.

                  "Registered Exchange Offer" shall mean the proposed offer of
the Company to issue and deliver to the Holders of the New Notes that are not
prohibited by any law or policy of the Commission from participating in such
offer, in exchange for the New Notes, a like aggregate principal amount of the
Exchange Notes.

                  "Registration Statement" shall mean any Exchange Offer
Registration Statement or Shelf Registration Statement that covers any of the
New Notes or the Exchange Notes pursuant to the provisions of this Agreement,
any amendments and supplements to such registration statement, including
post-effective amendments (in each case including the Prospectus contained
therein), all exhibits thereto and all material incorporated by reference
therein.



                                       3
<PAGE>



                  "Securities Act" shall mean the Securities Act of 1933, as
amended, and the rules and regulations of the Commission promulgated thereunder.

                  "Settlement Date" shall mean the date on which the Initial
Exchange Offer has been consummated.

                  "Shelf Registration" shall mean a registration under the
Securities Act effected pursuant to Section 3 hereof.

                  "Shelf Registration Period" has the meaning set forth in
Section 3(b) hereof.

                  "Shelf Registration Statement" shall mean a shelf registration
statement of the Company filed pursuant to the provisions of Section 3 hereof
which covers all or a portion of the New Notes, on an appropriate form under
Rule 415 under the Securities Act, or any similar rule that may be adopted by
the Commission, and all amendments to such registration statement, or any shelf
registration statement filed prior to the date of this Agreement, as amended,
under which the Company may register resales of the New Notes, in each case
including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.

                  "Trustee" shall have the meaning set forth in the preamble
hereto.

                  "Trust Indenture Act" shall mean the Trust Indenture Act of
1939, as amended, and the rules and regulations of the Commission promulgated
thereunder.

                  "Underwriter" shall mean any underwriter of New Notes in
connection with an offering thereof under a Shelf Registration Statement.

                  2. Registered Exchange Offer. (a) The Company shall prepare
and, not later than 90 days following the Settlement Date (or if such 90th day
is not a Business Day, the next succeeding Business Day), shall file with the
Commission the Exchange Offer Registration Statement with respect to the New
Notes. The Company shall use commercially reasonable efforts to (i) cause the
Exchange Offer Registration Statement to become effective under the Securities
Act within 180 days of the Settlement Date (or if such 180th day is not a
Business Day, the next succeeding Business Day); and (ii) consummate the
Registered Exchange Offer within 225 days of the Settlement Date (or if such
225th day is not a Business Day, the next succeeding Business Day).

                  (b) Upon the effectiveness of the Exchange Offer Registration
Statement, the Company shall promptly commence the Registered Exchange Offer, in
any event no later than the 10 Business Days after effectiveness of the Exchange
Offer Registration Statement, it being the objective of such Registered Exchange
Offer to enable each Holder electing to exchange New Notes for Exchange Notes
(provided that such Holder is not an Affiliate of the Company, is acquiring the
Exchange Notes in the ordinary course of such Holder's business, has no
arrangements with any person to participate in the distribution of the Exchange
Notes and is not prohibited by any law, rule or policy of the Commission from
participating in the Registered Exchange Offer) to trade such Exchange Notes
from and after their receipt without any limitations or restrictions under the
Securities Act and without material restrictions under the state securities
laws.



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<PAGE>



                  (c) In connection with the Registered Exchange Offer, the
Company shall

                          (i) within 10 Business Days after the Exchange Offer
             Registration Statement is declared effective, notify each Holder of
             the commencement of the Registered Exchange Offer by mailing a copy
             of the Prospectus forming part of the Exchange Offer Registration
             Statement, together with an appropriate letter of transmittal and
             related documents;

                          (ii) keep the Registered Exchange Offer open for not
             less than 20 Business Days and not more than 30 Business Days (not
             including any Business Days during such period on which the
             effectiveness of the Exchange Offer Registration Statement is
             suspended pursuant to Section 4(c)) after the date the foregoing
             notice thereof is mailed to the Holders (or, in each case, longer
             if required by applicable law) (the "Expiration Date");

                          (iii) use commercially reasonable efforts to keep the
             Exchange Offer Registration Statement continuously effective under
             the Securities Act, supplemented and amended as required under the
             Securities Act to ensure that it is available for resales of
             Exchange Notes by Exchanging Dealers during the Exchange Offer
             Registration Period;

                          (iv) utilize the services of a depositary for the
             Registered Exchange Offer with an address in the Borough of
             Manhattan in New York City, which may be the Trustee or its
             Affiliate;

                          (v) permit Holders to withdraw tendered New Notes at
             any time prior to [4:30] P.M. (New York time) on the last Business
             Day on which the Registered Exchange Offer is open;

                          (vi) prior to effectiveness of the Exchange Offer
             Registration Statement, provide a supplemental letter to the
             Commission (A) stating that the Company is conducting the
             Registered Exchange Offer in reliance on the position of the
             Commission in Exxon Capital Holdings Corporation (pub. avail. May
             13, 1988) and Morgan Stanley and Co., Inc. (pub. avail. June 5,
             1991) as interpreted in the Commission's letter to Shearman &
             Sterling dated July 2, 1993 and similar no-action letters and (B)
             including a representation that the Company has not entered into
             any arrangement or understanding with any person to distribute the
             Exchange Notes to be received in the Registered Exchange Offer and
             that, to the best of the Company's information and belief, each
             Holder participating in the Registered Exchange Offer is acquiring
             the Exchange Notes in the ordinary course of business and has no
             arrangement or understanding with any person to participate in the
             distribution of the Exchange Notes; and

                          (vii) comply in all material respects with all
             applicable laws.

                  (d) As soon as practicable following the Expiration Date, the
Company shall:

                          (i) accept for exchange all New Notes validly tendered
             and not withdrawn pursuant to the Registered Exchange Offer;



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                          (ii) deliver to the Trustee for cancellation in
             accordance with Section 4(t) hereof all New Notes so accepted for
             exchange; and

                          (iii) cause the Trustee promptly to authenticate and
             deliver to each Holder a principal amount of Exchange Notes equal
             to the principal amount of the New Notes validly tendered by such
             Holder and so accepted for exchange.

                  (e) Each Holder hereby acknowledges and agrees that each
Exchanging Dealer and any other Broker-Dealer using the Registered Exchange
Offer to participate in a distribution of the Exchange Notes (x) could not under
Commission policy as in effect on the date of this Agreement rely on the
position of the Commission in Morgan Stanley and Co., Inc. (pub. avail. June 5,
1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), as
interpreted in the Commission's letter to Shearman & Sterling dated July 2, 1993
and similar no-action letters, and (y) must comply with the registration and
prospectus delivery requirements of the Securities Act in connection with any
secondary resale transaction, and any secondary resale transactions by such
Broker-Dealer or Exchanging Dealer must be covered by an effective registration
statement containing the selling security holder and plan of distribution
information required by Item 507 or 508, as applicable, of the Commission's
Regulation S-K if such resale transactions involve Exchange Notes obtained by
such Holder in exchange for New Notes acquired by such Holder directly from the
Company or one of its Affiliates. Accordingly, each Holder participating in the
Registered Exchange Offer shall be required to represent to the Company that, at
the time of delivery of the Exchange Notes pursuant to Section 2(d)(iii) above:

                          (i) any Exchange Notes received by such Holder will be
             acquired in the ordinary course of such Holder's business;

                          (ii) such Holder will have no arrangement or
             understanding with any person to participate in a distribution of
             the New Notes or the Exchange Notes within the meaning of the
             Securities Act; and

                          (iii) such Holder is not an Affiliate of the Company.

                  3. Shelf Registration. (a) If (i) due to any change in law or
applicable interpretations thereof by the Commission's staff, the Company
determines upon advice of its outside counsel that it is not permitted to effect
the Registered Exchange Offer as contemplated by Section 2 hereof; or (ii) for
any other reason the Registered Exchange Offer is not consummated within 225
days of the Settlement Date; or (iii) any Holder of Transfer Restricted Notes
shall notify the Company that (A) such Holder is prohibited by applicable law or
Commission policy from participating in the Registered Exchange Offer, or (B)
such Holder may not resell the Exchange Notes acquired by it in the Registered
Exchange Offer to the public without delivering a prospectus and that the
Prospectus contained in the Exchange Offer Registration Statement is
inappropriate or unavailable for such resales by such Holder, or (C) such Holder
is an Exchanging Dealer and holds New Notes acquired directly from the Company
or one of its Affiliates, the Company shall promptly (x) notify all Holders of
its obligation to file a Shelf Registration Statement pursuant to this
Agreement, (y) deliver a questionnaire to each Holder requesting for the
information which the Commission customarily requires to be



                                       6
<PAGE>


disclosed in resale shelf registration statements regarding selling security
holders, and (z) effect a Shelf Registration Statement in accordance with
subsection (b) below.

                  (b) (i) The Company shall as promptly as practicable, but in
any event within 30 days after so required or requested pursuant to this Section
3, file with the Commission and thereafter shall use commercially reasonable
efforts to cause to be declared effective under the Securities Act a Shelf
Registration Statement relating to the resales of New Notes by the Holders
thereof from time to time in accordance with the methods of distribution elected
by such Holders and set forth in such Shelf Registration Statement; provided,
however, that each Holder seeking to have the New Notes held by it covered by
such Shelf Registration Statement shall have agreed to be bound by all of the
provisions of this Agreement applicable to such Holder; and provided further
that with respect to a Shelf Registration Statement required pursuant to clause
(ii) of Section 3(a), the consummation of a Registered Exchange Offer shall
relieve the Company of its obligations under this Section 3(b) but only in
respect of its obligations under such clause (ii) of Section 3(a).

                          (i) The Company shall use commercially reasonable
             efforts to keep the Shelf Registration Statement continuously
             effective, supplemented and amended as required by the Securities
             Act, in order to permit the Prospectus forming part thereof to be
             usable by Holders for a period of two years from the date the Shelf
             Registration Statement is declared effective by the Commission or
             such shorter period that will terminate when all the New Notes
             covered by the Shelf Registration Statement have been sold pursuant
             to the Shelf Registration Statement (in any such case, such period
             being called the "Shelf Registration Period"). The Company shall be
             deemed not to have used commercially reasonable efforts to keep the
             Shelf Registration Statement effective for the Shelf Registration
             Period if it voluntarily takes any action that would result in
             Holders of New Notes covered thereby not being able to offer and
             sell such New Notes during that period, unless (A) such action is
             required by applicable law or (B) such action is taken by the
             Company in good faith and for valid business reasons (not including
             avoidance of the Company's obligations hereunder), including,
             without limitation, a material acquisition or divestiture of
             assets, so long as the Company promptly thereafter complies with
             the requirements of Section 4(k) hereof, if applicable.

                          (ii) The Company shall cause the Shelf Registration
             Statement and the related Prospectus and any amendment or
             supplement thereto, as of the effective date of the Shelf
             Registration Statement or such amendment or supplement, (A) to
             comply in all material respects with the applicable requirements of
             the Securities Act and the rules and regulations of the Commission;
             and (B) not to contain any untrue statement of a material fact or
             omit to state a material fact required to be stated therein or
             necessary in order to make the statements therein (in the case of a
             Prospectus contained therein, in the light of the circumstances
             under which they were made) not misleading.

                  (c) No Holder of New Notes may include any of its New Notes in
any Shelf Registration Statement pursuant to this Agreement unless and until
such Holder furnishes to the Company in writing, within 20 days after receipt of
a request therefor, the information specified in Item 507 or 508 of Regulation
S-K, as applicable, of the Securities Act for use in connection with any Shelf
Registration Statement or Prospectus or preliminary Prospectus included therein.



                                       7
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No Holder of New Notes shall be entitled to Additional Interest pursuant to
Section 5 hereof unless and until such Holder shall have provided all such
information within the time period specified in the immediately preceding
sentence. Each selling Holder agrees to promptly furnish additional information
required to be disclosed in order to make the information previously furnished
to the Company by such Holder not misleading.

                  4. Additional Registration Procedures. (a) The Company shall:

                          (i) furnish to you, at a reasonable time prior to the
             filing thereof with the Commission, a copy of each Registration
             Statement, and each amendment thereof and each amendment or
             supplement, if any, to the Prospectus or preliminary Prospectus
             included therein (including all documents incorporated by reference
             therein after the initial filing) and shall use commercially
             reasonable efforts to reflect in each such document, when so filed
             with the Commission, such comments as you reasonably propose;

                          (ii) include in each Exchange Offer Registration
             Statement the information, substantially in the form set forth (A)
             in Annex A hereto, on the facing page of the Exchange Offer
             Registration Statement; (B) in Annex B hereto in the forepart of
             the Exchange Offer Registration Statement in a section setting
             forth details of the Registered Exchange Offer; (C) in Annex C
             hereto in the underwriting or plan of distribution section of the
             Prospectus contained in the Exchange Offer Registration Statement;
             and (D) in Annex D hereto (including Rider A and/or Rider B thereto
             as appropriate) in the letter of transmittal delivered pursuant to
             the Registered Exchange Offer; and

                          (iii) include in each Shelf Registration Statement
             such information provided by the Holders that have returned the
             questionnaire referred to in Section 3(a) above as is customarily
             provided in such resale shelf registration statement regarding
             selling security holders.

                  (b) The Company shall ensure that any Registration Statement
and any amendment thereto, any Prospectus forming part thereof and any amendment
or supplement thereto (i) complies in all material respects with the Securities
Act and the policies, rules and regulations of the Commission as announced from
time to time; and (ii) does not, at the effective or filing dates thereof,
contain an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading.

                  (c) The Company shall promptly mail or send by facsimile a
notice to you and the Holders (which notice pursuant to clauses (ii)-(v) below
shall be accompanied by an instruction to suspend the use of the Prospectus
until the Company shall have remedied the basis for such suspension):

                          (i) when a Registration Statement and any amendment
             thereto has been filed with the Commission and when such
             Registration Statement or any post-effective amendment thereto has
             become effective;



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                          (ii) of any request by the Commission for any
             amendment or supplement to a Registration Statement or the
             Prospectus or for additional information;

                          (iii) of the Company's knowledge of the issuance by
             the Commission of any stop order suspending the effectiveness of a
             Registration Statement or the initiation or threatening of any
             proceedings for that purpose;

                          (iv) of the receipt by the Company of any notification
             with respect to the suspension of the qualification of the
             securities included in any Registration Statement for sale in any
             jurisdiction or the initiation of any proceeding for such purpose;
             and

                          (v) of the happening of any event that requires any
             change in a Registration Statement or the Prospectus so that, as of
             such date, the statements therein do not contain any untrue
             statement of a material fact and do not omit to state a material
             fact required to be stated therein or necessary to make the
             statements therein (in the case of the Prospectus, in the light of
             the circumstances under which they were made) not misleading.

                  Upon receiving notice of the occurrence of any of the events
listed in this Section 4(c), each Holder will, upon request by the Company in
writing, immediately discontinue further disposition of New Notes or Exchange
Notes pursuant to a Registration Statement until such Holder's receipt of copies
of the supplemented or amended Prospectus contemplated by Section 4(k) hereof or
until it is advised in writing by the Company that use of the applicable
Prospectus may resume, and, if so directed by the Company, such Holder will
deliver to the Company (at the Company's expense) all copies in such Holder's
possession, other than permanent file copies, of the Prospectus covering such
New Notes or Exchange Notes that was current at the time of receipt of such
notice.

                  (d) The Company shall use commercially reasonable efforts to
prevent the issuance and, if issued, to obtain the withdrawal or lifting at the
earliest possible time of any order suspending the effectiveness of any
Registration Statement or the qualification of the securities therein for sale
in any jurisdiction.

                  (e) The Company shall promptly furnish to each Holder of New
Notes or Exchange Notes covered by any Shelf Registration Statement, without
charge, at least one copy of such Shelf Registration Statement and of each
post-effective amendment thereto (including a copy of all material incorporated
therein by reference and, if the Holder so requests in writing, all exhibits
thereto (including exhibits incorporated by reference).

                  (f) The Company shall, during the Shelf Registration Period,
promptly deliver to you and to each Holder of New Notes or Exchange Notes
covered by any Shelf Registration Statement, and any sales or placement agents
or Underwriters acting on behalf of such Holder, without charge, as many copies
of the Prospectus (including each preliminary Prospectus) included in such Shelf
Registration Statement and of any amendment or supplement thereto as such person
may reasonably request. The Company consents to the use of the Prospectus or any
amendment or supplement thereto by each of the foregoing in connection with the
offering and



                                       9
<PAGE>



sale of the New Notes covered by the Prospectus, or any amendment or supplement
thereto, included in the Shelf Registration Statement.

                  (g) The Company shall furnish to each Exchanging Dealer which
so requests, without charge, at least one copy of the Exchange Offer
Registration Statement and of each post-effective amendment thereto (including a
copy of all material incorporated by reference therein, and if the Exchanging
Dealer so requests in writing, all exhibits thereto (including exhibits
incorporated by reference).

                  (h) The Company shall promptly deliver to you, each Holder and
each other person required to deliver a Prospectus during the Exchange Offer
Registration Period, without charge, as many copies of the Prospectus included
in such Exchange Offer Registration Statement and of any amendment or supplement
thereto as any such person may reasonably request. The Company consents to the
use of the Prospectus or any amendment or supplement thereto by you, any Holder
and any such other person that may be required to deliver a Prospectus following
the Registered Exchange Offer in connection with the offering and resale of the
Exchange Notes covered by the Prospectus, or any amendment or supplement
thereto, included in the Exchange Offer Registration Statement.

                  (i) Prior to the Registered Exchange Offer or any other
offering of New Notes or Exchange Notes, as the case may be, pursuant to any
Registration Statement, the Company shall arrange, if necessary, for the
qualification of the New Notes or the Exchange Notes, as the case may be, for
sale under the laws of such jurisdictions as any Holder shall reasonably request
and will maintain such qualification in effect so long as required; provided
that in no event shall the Company be obligated to (i) qualify to do business or
as a broker or dealer of securities in any jurisdiction where it is not then so
qualified, (ii) take any action that would subject it to service of process in
suits, other than those arising out of the Initial Exchange Offer, the
Registered Exchange Offer or any offering pursuant to a Shelf Registration
Statement, in any such jurisdiction where it is not then so subject or (iii)
subject itself to taxation in any jurisdiction if it is not already so subject.

                  (j) The Company shall cooperate with the Holders to facilitate
the timely preparation and delivery of certificates representing the
unrestricted New Notes or the Exchange Notes to be issued or sold pursuant to
any Registration Statement free of any restrictive legends and in such
denominations and registered in such names as Holders may request.

                  (k) Upon the occurrence of any event contemplated by
subsections (ii) through (v) of Section 4(c) hereof, the Company shall promptly
prepare a post-effective amendment to the applicable Registration Statement or
an amendment or supplement to the related Prospectus or file any other required
document so that, as thereafter delivered to the persons entitled to the
delivery thereof pursuant to Section 4(c) hereof, the Prospectus will not
include an untrue statement of a material fact or omit to state any material
fact necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, and to notify each Holder to suspend
use of the Prospectus as promptly as practicable after the occurrence of such an
event, and each Holder hereby agrees to suspend use of the Prospectus until the
Company has amended or supplemented the Prospectus to correct such misstatement
or omission. In such circumstances, the period of effectiveness of the



                                       10
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Exchange Offer Registration Statement provided for in Section 2 and the Shelf
Registration Statement provided for in Section 3(b) shall each be extended by
the number of days from and including the date of the giving of a notice of
suspension pursuant to Section 4(c) hereof to and including the date such
amended or supplemented Prospectus is mailed pursuant to this Section 4(k) to
the persons entitled to the delivery thereof pursuant to Section 4(c) hereof.

                  (l) (A) Not later than the effective date of an Exchange Offer
Registration Statement, the Company shall provide a CUSIP number for the
Exchange Notes registered under such Exchange Offer Registration Statement and
provide the Trustee with printed certificates for such Exchange Notes, free of
any restrictive legends, in a form eligible for deposit with The Depository
Trust Company ("DTC") and (B) as soon as practicable following the effective
date of any Shelf Registration Statement hereunder, the Company shall cooperate
with the Holders to facilitate the timely removal by DTC (1) from any existing
CUSIP number assigned to the New Notes any designation indicating that the New
Notes are "restricted securities," which efforts shall include delivery to DTC
of a letter executed by the Company substantially in the form of Exhibit A
hereto and (2) of any other stop or restriction on DTC's system with respect to
the New Notes. In the event the Company is unable to cause DTC to take the
actions described in the immediately preceding sentence, the Company shall
provide, as soon as practicable, a CUSIP number for the New Notes registered
under the Shelf Registration Statement and to cause the CUSIP number to be
assigned to the registered New Notes or the Exchange Notes, as the case may be
(or to the maximum aggregate principal amount of the New Notes or Exchange
Notes, as the case may be, to which such number may be assigned). Upon
compliance with the foregoing requirements of this Section 4(l)(B), the Company
shall provide the Trustee with printed certificates for such New Notes in a form
eligible for deposit with DTC.

                  (m) The Company shall comply with all applicable rules and
regulations of the Commission and shall make generally available to its security
holders as soon as practicable after the effective date of each Registration
Statement an earnings statement satisfying the provisions of Section 11(a) of
the Securities Act.

                  (n) The Company shall cause the Indenture to be qualified
under the Trust Indenture Act not later than the effective date of the first
Registration Statement required by this Agreement.

                  (o) The Company may require each Holder of New Notes to be
sold pursuant to any Shelf Registration Statement to furnish to the Company such
additional information regarding the Holder and the distribution of such New
Notes as the Company may from time to time reasonably require for inclusion in
such Shelf Registration Statement. The Company may exclude from such Shelf
Registration Statement the New Notes of any Holder that fails to furnish such
information within a reasonable time after receiving such request.

                  (p) The Company shall, if requested, use commercially
reasonable efforts to incorporate promptly in a Prospectus supplement or
post-effective amendment to a Shelf Registration Statement such information as a
Holder may reasonably request in writing to be incorporated in a Prospectus or
any Shelf Registration Statement concerning such Holder and the disposition of
such Holder's New Notes and shall make all required filings of such Prospectus
supplement or post-effective amendment as soon as reasonably possible after the
receipt of



                                       11
<PAGE>



notification from such Holders of the matters to be incorporated in such
Prospectus supplement or post-effective amendment.

                  (q) In the case of any Shelf Registration Statement, the
Company shall enter into such agreements and take all other reasonable and
appropriate actions (including if requested an underwriting agreement in
customary form) in order to expedite or facilitate the registration or
disposition of the New Notes or Exchange Notes, as the case may be, and in
connection therewith, if an underwriting agreement is entered into, cause the
same to contain indemnification provisions and procedures no less favorable than
those set forth in Section 7 (or such other provisions and procedures acceptable
to the Majority Holders and the Managing Underwriters, if any, with respect to
all parties to be indemnified pursuant to Section 7).

                  (r) In the case of any Shelf Registration Statement, the
Company shall:

                          (i) make reasonably available for inspection by the
             selling Holders of New Notes to be registered thereunder, any
             Underwriter participating in any disposition pursuant to such Shelf
             Registration Statement, and any attorney, accountant or other agent
             retained by the selling Holders or any such Underwriter, all
             relevant financial and other records, pertinent corporate documents
             and properties of the Company and its subsidiaries; provided,
             however, that all such information shall be kept confidential by
             the selling Holders or any such Underwriter, attorney, accountant
             or agent, unless such disclosure is made in connection with a court
             proceeding or required by law, or such information becomes
             available to the public generally or through a third party without
             an accompanying obligation of confidentiality and without any
             action or omission by any selling Holder in violation of this
             subsection (i);

                          (ii) cause the Company's officers, directors,
             employees, accountants and auditors to supply all relevant
             information reasonably requested by the selling Holders or any such
             Underwriter, attorney, accountant or agent in connection with any
             such Registration Statement as is customary for similar due
             diligence examinations; provided, however, that all such
             information shall be kept confidential by the selling Holders or
             any such Underwriter, attorney, accountant or agent, unless such
             disclosure is made in connection with a court proceeding or
             required by law, or such information becomes available to the
             public generally or through a third party without an accompanying
             obligation of confidentiality and without any action or omission by
             any selling Holder in violation of this subsection (ii);

                          (iii) make such representations and warranties as may
             be reasonably requested by any Holder of New Notes and as are
             customarily made by the Company to Underwriters in primary
             underwritten offerings;

                          (iv) obtain opinions of counsel to the Company and
             updates thereof (which counsel and opinions (in form, scope and
             substance) shall be reasonably satisfactory to the Managing
             Underwriters, if any) addressed to each selling Holder and the
             Underwriters, if any, covering such matters as are customarily
             covered in opinions requested in underwritten offerings and such
             other matters as may be reasonably requested by such Holders and
             Underwriters;


                                       12
<PAGE>



                          (v) obtain "cold comfort" letters and updates thereof
             from the independent certified public accountants of the Company
             (and, if necessary, any other independent certified public
             accountants of any subsidiary of the Company or of any business
             acquired directly or indirectly by the Company for which financial
             statements and financial data are, or are required to be, included
             in the Registration Statement), addressed to each selling Holder of
             New Notes registered thereunder and the Underwriters, if any, in
             customary form and covering matters of the type customarily covered
             in "cold comfort" letters in connection with primary underwritten
             offerings; and

                          (vi) deliver such documents and certificates as may be
             reasonably requested by the Majority Holders and the Managing
             Underwriters, if any, including those to evidence compliance with
             Section 4(k) hereof and with any customary conditions contained in
             the underwriting agreement.

The actions set forth in the foregoing subclauses (iii), (iv), (v) and (vi)
shall be performed at (A) the effectiveness of such Registration Statement and
each post-effective amendment thereto; and (B) each closing under any
underwriting or similar agreement as and to the extent required thereunder.

                  (s) In the case of any Exchange Offer Registration Statement,
the Company shall:

                          (i) make reasonably available for inspection by you,
             and any attorney, accountant or other agent retained by you, all
             relevant financial and other records, pertinent corporate documents
             and properties of the Company and its subsidiaries; provided,
             however, that all such information shall be kept confidential by
             you or any such attorney, accountant or agent, unless such
             disclosure is made in connection with a court proceeding or
             required by law, or such information becomes available to the
             public generally or through a third party without an accompanying
             obligation of confidentiality and without any action or omission by
             any selling Holder in violation of this subsection (i);

                          (ii) cause the Company's officers, directors,
             employees, accountants and auditors to supply all relevant
             information reasonably requested by you or any such attorney,
             accountant or agent in connection with any such Registration
             Statement as is customary for similar due diligence examinations;
             provided, however, that all such information shall be kept
             confidential by you or any such attorney, accountant or agent,
             unless such disclosure is made in connection with a court
             proceeding or required by law, or such information becomes
             available to the public generally or through a third party without
             an accompanying obligation of confidentiality and without any
             action or omission by any selling Holder in violation of this
             subsection (ii);

                          (iii) make such representations and warranties as may
             reasonably be requested by you and as are customarily made by the
             Company to Underwriters in primary underwritten offerings;



                                       13
<PAGE>



                          (iv) obtain opinions of counsel to the Company and
             updates thereof (which counsel and opinions (in form, scope and
             substance) shall be reasonably satisfactory to you and your
             counsel) addressed to you, covering such matters as are customarily
             covered in opinions requested in underwritten offerings and such
             other matters as may be reasonably requested by you or your
             counsel;

                          (v) obtain "cold comfort" letters and updates thereof
             from the independent certified public accountants of the Company
             (and, if necessary, any other independent certified public
             accountants of any subsidiary of the Company or of any business
             acquired directly or indirectly by the Company for which financial
             statements and financial data are, or are required to be, included
             in the Registration Statement), addressed to you, in customary form
             and covering matters of the type customarily covered in "cold
             comfort" letters in connection with primary underwritten offerings;
             and

(vi)     deliver such documents and certificates as may be reasonably requested
         by you or your counsel, including those to evidence compliance with
         Section 4(k) and with conditions customarily contained in underwriting
         agreements.

The actions set forth in the foregoing subclauses (iii), (iv), (v) and (vi)
shall be performed at (A) the close of the Registered Exchange Offer and (B) the
effective date of any post-effective amendment to the Exchange Offer
Registration Statement.

                  (t) During the pendency of the Registered Exchange Offer, upon
delivery of the New Notes by Holders to the Company (or to such other person as
directed by the Company) in exchange for the Exchange Notes, the Company shall
mark, or cause to be marked, on the New Notes so exchanged that such New Notes
are to be canceled in exchange for the Exchange Notes. In no event shall the New
Notes be marked as paid or otherwise satisfied.

                  (u) The Company shall use commercially reasonable efforts to
cause the securities covered by a Registration Statement to be rated, if
possible, with at least one nationally recognized statistical rating agency, if
so requested by the Majority Holders or by any Managing Underwriters.

                  (v) In the case of any Shelf Registration Statement, if any
Broker-Dealer shall underwrite any New Notes or participate as a member of an
underwriting syndicate or selling group or "assist in the distribution" (within
the meaning of the Rules of Fair Practice and the By-Laws of the National
Association of Securities Dealers, Inc.) thereof, whether as a Holder of such
New Notes or as an Underwriter, a placement or sales agent or a broker or dealer
in respect thereof, or otherwise, the Company shall assist such Broker-Dealer in
complying with the requirements of such Rules and By-Laws, including, without
limitation, by:

                          (i) if such Rules or By-Laws shall so require,
             engaging a "qualified independent underwriter" (as defined in such
             Rules) to participate in the preparation of such Registration
             Statement, to exercise usual standards of due diligence with
             respect thereto and, if any portion of the offering contemplated by
             such Registration Statement is an underwritten offering or is made
             through a placement or sales agent, to recommend the yield of such
             New Notes;



                                       14
<PAGE>



                          (ii) indemnifying any such qualified independent
             underwriter to the extent of the indemnification of Underwriters
             provided in Section 7 hereof; and

                          (iii) providing such information to such Broker-Dealer
             as may be required in order for such Broker-Dealer to comply with
             the requirements of such Rules or By-Laws.

             The Company shall use commercially reasonable efforts to take all
other steps necessary to effect the registration of New Notes or Exchange Notes,
as the case may be, covered by a Registration Statement.


                  5. Additional Interest (a) The parties hereto acknowledge that
the Holders will suffer damages if the Company fails to perform its obligations
under Section 2 or 3 hereof and that it would not be feasible to ascertain the
extent of such damages. Accordingly, in the event that:

                           (i)      the Exchange Offer Registration Statement
                                    has not been filed on or prior to the 90th
                                    day following the Settlement Date (or if
                                    such 90th day is not a Business Day, the
                                    next succeeding Business Day);

                           (ii)     the Exchange Offer Registration Statement
                                    has not been declared effective on or prior
                                    to the 180th day following the Settlement
                                    Date (or if such 180th day is not a Business
                                    Day, the next succeeding Business Day);

                           (iii)    neither the Exchange Offer has been
                                    completed nor the Shelf Registration
                                    Statement has been declared effective on or
                                    prior to the 225th day following the
                                    Settlement Date (or if such 225th day is not
                                    a Business Day, the next succeeding Business
                                    Day); or

                           (iv)     after the Exchange Offer Registration
                                    Statement or Shelf Registration Statement is
                                    declared effective, such Registration
                                    Statement ceases to be effective or usable
                                    in connection with the Registered Exchange
                                    Offer or resales of the New Notes or the
                                    Exchange Notes during a period in which it
                                    is required to be effective hereunder
                                    without being succeeded within two Business
                                    Days by any additional Registration
                                    Statement or post-effective amendment
                                    covering the New Notes or the Exchange
                                    Notes, as the case may be, which has been
                                    filed and declared effective within two
                                    Business Days after such filing;

(each such event referred to in the foregoing clauses (i) through (iv), a
"Registration Default"), then additional interest ("Additional Interest") will
accrue on the principal amount of the New Notes and the Exchange Notes,
respectively (in addition to the stated interest on the New Notes and the
Exchange Notes), from and including the date on which any Registration Default
first occurs and while any such Registration Default has occurred and is
continuing, to but excluding the date on which such Registration Default is
cured. Additional Interest will accrue at a rate of



                                       15
<PAGE>



0.25% per annum during the 90-day period immediately following such first
occurrence of a Registration Default and while any such Registration Default has
occurred and is continuing, and shall increase by 0.25% per annum at the end of
each subsequent 90-day period up to a maximum of 0.50% per annum with respect to
all Registration Defaults, until the date on which such Registration Default is
cured, on which date the interest rate on the New Notes and the Exchange Notes,
respectively, will revert to the interest rate originally borne by such notes.

                  (b) The Company shall notify the Trustee immediately upon its
knowledge the happening of each and every Registration Default. The Company
shall pay the Additional Interest due on the New Notes or Exchange Notes, as the
case may be, by depositing with the Trustee (which shall not be the Company for
these purposes), in trust, for the benefit of the Holders thereof, prior to
11:00 A.M. on the next interest payment date specified in the Indenture sums
sufficient to pay the Additional Interest then due. The Additional Interest due
shall be payable on each interest payment date specified by the Indenture to the
record holders entitled to receive the interest payment to be made on such date.

                  (c) The parties hereto agree that the Additional Interest
provided for in this Section 5 constitutes a reasonable estimate of the damages
that will be suffered by Holders by reason of the happening of any Registration
Default.

                  (d) All of the Company's obligations set forth in this Section
5 shall survive the termination of this Agreement.

                  6. Registration Expenses. The Company shall bear all expenses
incurred in connection with the performance of its obligations under Sections 2,
3 and 4 hereof and, in connection with any Shelf Registration Statement, shall
reimburse the Holders for the reasonable fees and disbursements of one firm or
counsel designated by the Majority Holders to act as counsel for the Holders in
connection therewith, and, in the case of any Exchange Offer Registration
Statement, will reimburse the Dealer Manager for the reasonable fees and
disbursements of one firm or counsel designated by the Dealer Managers to act as
counsel for the Dealer Managers in connection therewith.

                  7. Indemnification and Contribution. (a) The Company agrees to
indemnify and hold harmless each Holder covered by any Registration Statement
(including each Dealer Manager and, with respect to any Prospectus delivery as
contemplated in Section 4(h) hereof, each Exchanging Dealer), the directors,
officers, employees and agents of each such Holder and each person who controls
you or any such Holder within the meaning of either the Securities Act or the
Exchange Act against any and all losses, claims, damages or liabilities, joint
or several, to which any of the foregoing may become subject under the
Securities Act, the Exchange Act or other Federal or state statutory law or
regulation, at common law or otherwise, insofar as such losses, claims, damages
or liabilities (or actions in respect thereof) arise out of or are based upon
any untrue statement or alleged untrue statement of a material fact contained in
such Registration Statement as originally filed or in any amendment thereof, or
in any preliminary Prospectus or the Prospectus, or in any amendment thereof or
supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein (in the case of a Prospectus, in the
light of the circumstances under which they were made) not misleading, and
agrees to reimburse each such



                                       16
<PAGE>



indemnified party, as incurred, for any legal or other expenses reasonably
incurred by it in connection with investigating or defending any such loss,
claim, damage, liability or action; provided, however, that the Company will not
be liable in any such case to the extent that any such loss, claim, damage or
liability arises out of or is based upon any such untrue statement or alleged
untrue statement or omission or alleged omission made therein in reliance upon
and in conformity with written information furnished to the Company by or on
behalf of any such Holder specifically for inclusion therein. This indemnity
agreement shall be in addition to any liability which the Company may otherwise
have.

                  The Company also agrees to indemnify as provided in this
Section 7(a) or contribute as provided in Section 7(d) hereof to Losses of each
Underwriter of New Notes or Exchange Notes, as the case may be, registered under
a Registration Statement, their directors, officers, employees or agents and
each person who controls such Underwriter on substantially the same basis as
that of the indemnification of the selling Holders provided in this Section 7(a)
and shall, if requested by any Holder, enter into an underwriting agreement
reflecting such agreement, as provided in Section 4(q) hereof.

                  (b) Each Holder of securities covered by a Registration
Statement (including each Dealer Manager and, with respect to any Prospectus
delivery as contemplated in Section 4(h) hereof, each Exchanging Dealer),
severally and not jointly, agrees to indemnify and hold harmless the Company,
and each of its respective directors and officers who signs such Registration
Statement and each person who controls the Company within the meaning of either
the Securities Act or the Exchange Act, to the same extent as the indemnity in
Section 7(a) from the Company to each such Holder, but only with reference to
written information relating to such Holder furnished to the Company by or on
behalf of such Holder specifically for inclusion in the documents referred to in
the foregoing indemnity. This indemnity agreement shall be in addition to any
liability which any such Holder may otherwise have.

                  (c) Promptly after receipt by an indemnified party under this
Section 7 or notice of the commencement of any action, such indemnified party
shall, if a claim in respect thereof is to be made against the indemnifying
party under this Section, notify the indemnifying party in writing of the
commencement thereof; but the failure so to notify the indemnifying party will
not relieve the indemnifying party from its obligations pursuant to this
Agreement except to the extent it has been materially prejudiced by such
failure. The indemnifying party shall be entitled to appoint counsel of the
indemnifying party's choice at the indemnifying party's expense to represent the
indemnified party in any action for which indemnification is sought (in which
case the indemnifying party shall not thereafter be responsible for the fees and
expenses of any separate counsel retained by the indemnified party or parties
except as set forth below); provided, however, that such counsel shall be
reasonably satisfactory to the indemnified party. Notwithstanding the
indemnifying party's election to appoint counsel to represent the indemnified
party in an action, the indemnified party shall have the right to employ
separate counsel (including local counsel), and the indemnifying party shall
bear the reasonable fees, costs and expenses of such separate counsel if (i) the
actual or potential defendants in, or targets of, any such action include both
the indemnified party and the indemnifying party and the indemnified party shall
have reasonably concluded that there may be legal defenses available to it
and/or other indemnified parties which are different from or additional to those
available to the indemnifying party; (ii) the indemnifying party shall not have
employed counsel reasonably



                                       17
<PAGE>



satisfactory to the indemnified party to represent the indemnified party within
a reasonable time after written notice to the indemnifying party of the
institution of such action; or (iii) the indemnifying party shall authorize (in
writing) the indemnified party to employ separate counsel at the expense of the
indemnifying party. In any such case, the indemnifying party shall not, in
connection with any one action or separate but substantially similar or related
actions in the same jurisdiction arising out of the same general allegations or
circumstances, be liable for the fees and expenses of more than one counsel (in
addition to any local counsel) for all indemnified parties. Such firm shall be
designated in writing by the Majority Holders, in the case of the parties
indemnified pursuant to Section 7(a), and by the Company, in the case of parties
indemnified pursuant to Section 7(b). An indemnifying party shall not, without
the prior written consent of the indemnified parties (which consent shall not be
unreasonably withheld or delayed), settle or compromise or consent to the entry
of any judgment with respect to any pending or threatened claim, action, suit or
proceeding in respect of which indemnification or contribution may be sought
hereunder (whether or not the indemnified parties are actual or potential
parties to such claim or action) unless such settlement, compromise or consent
includes an unconditional release of each indemnified party from all liability
arising out of such claim, action, suit or proceeding and does not include a
statement as to or an admission of fault, culpability or a failure to act by or
on behalf of any indemnified party.

                  (d) In the event that the indemnity provided in paragraph (a)
or (b) of this Section 7 is unavailable to or insufficient to hold harmless an
indemnified party for any reason, then each applicable indemnifying party shall
have a joint and several obligation to contribute to the aggregate losses,
claims, damages and liabilities (including legal or other expenses reasonably
incurred in connection with investigating or defending same) (collectively
"Losses") to which such indemnified party may be subject in such proportion as
is appropriate to reflect the relative benefits received by such indemnifying
party, on the one hand, and such indemnified party, on the other hand, from the
Initial Exchange Offer and the Registration Statement which resulted in such
Losses; provided, however, that to the extent permitted by applicable law, no
Dealer Manager shall be responsible, in the aggregate, for any amount in excess
of the Fee applicable to such New Note, or in the case of an Exchange Note,
applicable to the New Note that was exchangeable into such Exchange Note, in
connection with the Initial Exchange Offer as set forth in the Dealer Manger
Agreement, nor shall any Underwriter be responsible for any amount in excess of
the underwriting discount or commission applicable to the New Notes or Exchange
Notes, as the case may be, purchased by such Underwriter under the Registration
Statement which resulted in such Losses. If the allocation provided by the
immediately preceding sentence is unavailable for any reason, the indemnifying
party and the indemnified party shall contribute in such proportion as is
appropriate to reflect not only such relative benefits but also the relative
fault of such indemnifying party, on the one hand, and such indemnified party,
on the other hand, in connection with the statements or omissions which resulted
in such Losses as well as any other relevant equitable considerations. Benefits
received by the Company shall be deemed to be equal to (x) the aggregate
principal amount of Old Notes exchanged in the Initial Exchange Offer (before
deducting expenses), minus (y) the aggregate amount of Fees paid by the Company
under the Dealer Manager Agreement. Benefits received by the Dealer Managers
shall be deemed to be equal to the aggregate amount of Fees received by the
Dealer Managers under the Dealer Manager Agreement, and benefits received by any
Holders shall be deemed to be equal to the value of receiving New Notes or
Exchange Notes, as applicable, registered under the Securities Act. Benefits
received by any Underwriter shall be



                                       18
<PAGE>



deemed to be equal to the total underwriting discounts and commissions, as set
forth on the cover page of the Prospectus forming a part of the Registration
Statement which resulted in such Losses. Relative fault shall be determined by
reference to, among other things, whether any alleged untrue statement or
omission relates to information provided by the indemnifying party, on the one
hand, or by the indemnified party, on the other hand, the intent of the parties
and their relative knowledge, access to information and opportunity to correct
or prevent such untrue statement or omission. The parties agree that it would
not be just and equitable if contribution were determined by pro rata allocation
(even if the Holders were collectively treated as one party for such purpose) or
any other method of allocation which does not take account of the equitable
considerations referred to above. Notwithstanding the provisions of this
paragraph (d), no person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. For purposes of this Section, each person who controls a
Holder within the meaning of either the Securities Act or the Exchange Act and
each director, officer, employee and agent of such Holder shall have the same
rights to contribution as such Holder, and each person who controls the Company
within the meaning of either the Securities Act or the Exchange Act, each
officer of the Company who shall have signed the Registration Statement and each
director of the Company shall have the same rights to contribution as the
Company, subject in each case to the applicable terms and conditions of this
paragraph (d).

                  (e) The provisions of this Section 7 shall remain in full
force and effect, regardless of any investigation made by or on behalf of any
Holder or the Company or any of the officers, directors or controlling persons
referred to in this Section 7, and shall survive the sale by a Holder of
securities covered by a Registration Statement.

                  8. Underwritten Registrations. (a) If any of the New Notes
covered by any Shelf Registration Statement are to be sold in an underwritten
offering, the Managing Underwriters shall be selected by the Majority Holders.

                  (b) No Holder may participate in any underwritten offering
pursuant to any Shelf Registration Statement, unless such Holder (i) agrees to
sell such Holder's New Notes on the basis reasonably provided in any
underwriting arrangements approved by the persons entitled hereunder to approve
such arrangements, and (ii) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangements.

                  9. No Inconsistent Agreements. The Company has not, as of the
date hereof, entered into, nor shall the Company, on or after the date hereof,
enter into, any agreement with respect to any of its securities that is
inconsistent with the rights granted to the Holders herein or that otherwise
conflicts with the provisions hereof.


                                       19
<PAGE>



                  10. Amendments and Waivers. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, qualified,
modified or supplemented, and waivers or consents to departures from the
provisions hereof may not be given, unless the Company has obtained the written
consent of the Majority Holders (or, after the consummation of any Registered
Exchange Offer in accordance with Section 2 hereof, the Holders of a majority in
the aggregate principal amount of the Exchange Notes); provided that, with
respect to any matter that directly or indirectly affects the rights of any
Dealer Manager hereunder, the Company shall obtain the written consent of each
such Dealer Manager against which such amendment, qualification, supplement,
waiver or consent is to be effective. Notwithstanding the foregoing, a waiver or
consent to departure from the provisions hereof with respect to a matter that
relates exclusively to the rights of Holders whose securities are being sold
pursuant to a Registration Statement and that does not directly or indirectly
affect the rights of other Holders may alternatively be given by the Majority
Holders of the New Notes or Exchange Notes, as the case may be, being sold
rather than registered under such Registration Statement.

                  11. Notices. All notices and other communications provided for
or permitted hereunder shall be made in writing by hand-delivery, first-class
mail, telex, telecopier or air courier guaranteeing overnight delivery:

                  (a) if to a Holder, at the address of such Holder in the books
maintained by the Trustee for such purpose pursuant to the Indenture, with a
copy in like manner to you;

                  (b) if to you, initially to: Banc of America Securities LLC,
100 North Tryon Street, 12th Floor, Charlotte, NC 28255 (facsimile number (704)
388-0830); and

                  (c) if to the Company, initially to: Mr. Frank T. Hundley,
Service Corporation International, 1929 Allen Parkway, Houston, TX 77019
(facsimile number (713) 525-7710).

                  All such notices and communications shall be deemed to have
been duly given when received. Each party hereto by notice to the other parties
may designate additional or different addresses of such party for subsequent
notices or communications.

                  12. Successors. This Agreement shall inure to the benefit of
and be binding upon the successors and assigns of each of the parties,
including, without the need for an express assignment or any consent by the
Company thereto, subsequent Holders of New Notes and Exchange Notes. The Company
hereby agrees to extend the benefits of this Agreement to any Holder of New
Notes and Exchange Notes, and any such Holder may specifically enforce the
provisions of this Agreement as if an original party hereto. The Company agrees
that monetary damages would not be adequate compensation for any loss incurred
by reason of a breach by the Company of the provisions of this Agreement and
hereby agrees to waive in any action for specific performance the defense that a
remedy at law would be adequate.


                  13. Counterparts. This Agreement may be in signed
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same agreement.

                  14. Headings. The headings used herein are for convenience
only and shall not affect the construction hereof.



                                       20
<PAGE>



                  15. Applicable Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York applicable to
contracts made and to be performed in the State of New York.

                  16. Severability. In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstances, is
held invalid, illegal or unenforceable in any respect for any reason, the
validity, legality and enforceability of any such provision in every other
respect and of the remaining provisions hereof shall not be in any way impaired
or affected thereby, it being intended that all of the rights and privileges of
the parties shall be enforceable to the fullest extent permitted by law.

                  17. Securities Held by the Company, etc. Whenever the consent
or approval of Holders of a specified percentage of principal amount of New
Notes or Exchange Notes is required hereunder, New Notes or Exchange Notes, as
applicable, held by any of the Company or any of their Affiliates (other than
subsequent Holders if such subsequent Holders are deemed to be Affiliates solely
by reason of their holdings of such New Notes or Exchange Notes) shall not be
counted in determining whether such consent or approval was given by the Holders
of such required percentage.



                                       21
<PAGE>



                  If the foregoing is in accordance with your understanding of
our agreement, please sign and return to us the enclosed duplicate hereof,
whereupon this letter and your acceptance shall represent a binding agreement
among the Company and the Dealer Managers as of this 23rd day of September 2002.


                                     Very truly yours,

                                     Service Corporation International


                                     By  /s/ JEFFREY E. CURTISS
                                        ------------------------------------
                                     Name:  Jeffrey E. Curtiss
                                     Title: Senior Vice President, Chief
                                            Financial Officer and Treasurer




                       [ADDITIONAL SIGNATURE PAGE FOLLOWS]



<PAGE>
The foregoing Registration Rights Agreement is hereby confirmed and accepted as
of this 25th day of September 2002.

By: BANC OF AMERICA SECURITIES LLC
as Lead Dealer Manager


By /s/ ANDREW C. KARP
  -----------------------------
Name:  Andrew C. Karp
Title: Managing Director



By: J.P. MORGAN SECURITIES INC.
as Co-Dealer Manager


By /s/ STEVEN TULIP
  -----------------------------
Name:  Steven Tulip
Title: Managing Director



By: LEHMAN BROTHERS INC.
as Co-Dealer Manager


By /s/ STEVEN G. DELANEY
  -----------------------------
Name:  Steven G. Delaney
Title: Managing Director



By: MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
as Co-Dealer Manager


By /s/ ALAN J. BLACKBURN
  -----------------------------
Name:  Alan J. Blackburn
Title: Managing Director



By: CREDIT LYONNAIS SECURITIES (USA) INC.
as Co-Dealer Manager


By /s/ ANDREW J. EINHORN
  -----------------------------
Name:  Andrew J. Einhorn
Title: Managing Director



<PAGE>



                                                                         ANNEX A

                  Each Broker-Dealer that receives Exchange Notes for its own
account pursuant to the Registered Exchange Offer must acknowledge that it will
deliver a prospectus in connection with any resale of such Exchange Notes. The
Letter of Transmittal states that by so acknowledging and by delivering a
prospectus, a Broker-Dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act. This Prospectus, as it
may be amended or supplemented from time to time, may be used by a Broker-Dealer
in connection with resales of Exchange Notes received in exchange for New Notes
where such New Notes were acquired by such Broker-Dealer as a result of
market-making activities or other trading activities. The Company has agreed
that, during a period starting on the Expiration Date (as defined herein) and
ending on the close of business one year after the Expiration Date, they will
make this Prospectus available to any Broker-Dealer for use in connection with
any such resale. See "Plan of Distribution."


<PAGE>



                                                                         ANNEX B



                  Each Broker-Dealer that receives Exchange Notes for its own
account in exchange for New Notes, where such New Notes were acquired by such
Broker-Dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of such Exchange Notes. See "Plan of Distribution."



<PAGE>



                                                                         ANNEX C

                              PLAN OF DISTRIBUTION

                  Each Broker-Dealer that receives Exchange Notes for its own
account pursuant to the Registered Exchange Offer must acknowledge and agree
that it will deliver a prospectus (the "Prospectus") in connection with any
resale of such Exchange Notes. This Prospectus, as it may be amended or
supplemented from time to time, may be used by a Broker-Dealer in connection
with resales of Exchange Notes received in exchange for New Notes where such New
Notes were acquired as a result of market-making activities or other trading
activities. The Company has agreed that, starting on the Expiration Date and
ending on the close of business one year after the Expiration Date, it will make
this Prospectus, as amended or supplemented, available to any Broker-Dealer for
use in connection with any such resale. In addition, until [__________, ____,]
all dealers effecting transactions in the Exchange Notes may be required to
deliver a prospectus. The Company will not receive any proceeds from any sale of
Exchange Notes by Broker-Dealers. Exchange Notes received by Broker-Dealers for
their own account pursuant to the Registered Exchange Offer may be sold from
time to time in one or more transactions in the over-the-counter market, in
negotiated transactions, through the writing of options on the Exchange Notes or
a combination of such methods of resale, at market prices prevailing at the time
of resale, at prices related to such prevailing market prices or negotiated
prices. Any such resale may be made directly to purchasers or to or through
brokers or dealers who may receive compensation in the form of commissions or
concessions from any such Broker-Dealer and/or the purchasers of any such
Exchange Notes. Any Broker-Dealer that resells Exchange Notes that were received
by it for its own account pursuant to the Registered Exchange Offer and any
broker or dealer that participates in a distribution of such Exchange Notes may
be deemed to be an "underwriter" within the meaning of the Securities Act and
any profit of any such resale of Exchange Notes and any commissions or
concessions received by any such persons may be deemed to be underwriting
compensation under the Securities Act. The Letter of Transmittal states that by
acknowledging that it will deliver and by delivering a prospectus, a
Broker-Dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act.

                  For a period of one year after the Expiration Date, the
Company shall promptly send additional copies of this Prospectus and any
amendment or supplement to this Prospectus to any Broker-Dealer that requests
such documents in the Letter of Transmittal. The Company has agreed to pay all
expenses incident to the Registered Exchange Offer (including the expenses of
one counsel for the holders of the New Notes) other than commissions or
concessions of any brokers or dealers and will indemnify the holders of the New
Notes (including any Broker-Dealers) against certain liabilities, including
liabilities under the Securities Act.

                  [If applicable, add information required by Items 507 and 508
of Regulation S-K.]


<PAGE>


                                                                         ANNEX D

Rider A


                  CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10
                  ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY
                  AMENDMENTS OR SUPPLEMENTS THERETO.

                  Name:
                           ------------------------------
                  Address:
                           ------------------------------

                           ------------------------------


Rider B


If the undersigned is not a Broker-Dealer, the undersigned represents that it
acquired the Exchange Notes in the ordinary course of its business, it is not
engaged in, and does not intend to engage in, a distribution of Exchange Notes
and it has no arrangements or understandings with any person to participate in a
distribution of the Exchange Notes. If the undersigned is a Broker-Dealer that
will receive Exchange Notes for its own account in exchange for New Notes, it
represents that the New Notes to be exchanged for Exchange Notes were acquired
by it as a result of market-making activities or other trading activities and
acknowledges that it will deliver a prospectus in connection with any resale of
such Exchange Notes, however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.


<PAGE>


                                                                       EXHIBIT A

                 FORM OF LETTER TO BE PROVIDED BY THE COMPANY TO

                          THE DEPOSITORY TRUST COMPANY

The Depository Trust Company
7 Hanover Square, 23rd Floor
New York, NY 10004

               Re: __% Notes Due 20__ (the "Notes") of Service Corporation
International. (the "Company")

Ladies and Gentlemen:

                  Please be advised that the Securities and Exchange Commission
has declared effective a Registration Statement on Form S-4 under the Securities
Act of 1933, as amended, with regard to all of the Notes referenced above.
Accordingly, there is no longer any restriction as to whom such Notes may be
sold and any restrictions on the CUSIP designation are no longer appropriate and
may be removed. I understand that upon receipt of this letter, DTC will remove
any stop or restriction on its system with respect to this issue.

                  As always, please do not hesitate to call if we can be of
further assistance.


                                               Very truly yours,


                                               Authorized Officer