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                                                                    EXHIBIT 10.7


                [LETTERHEAD OF SERVICE CORPORATION INTERNATIONAL]


                                 ________, 2001

[Participant's Name]
[Address 1]
[Address 2]

         Re:      Supplemental Executive Retirement Plan ("SERP")

Dear [Participant's Name]:

         Service Corporation International (the "Company" or "SCI") maintains
the SERP to provide retirement benefits in the form of annual cash payments
(generally paid after retirement) to our eligible employees. We are currently
offering each participant vested in the SERP the opportunity to elect to receive
a one-time distribution equal to the present value of all or part of such
participant's vested retirement benefits discounted at an annual rate of 10%.
Each such lump-sum distribution will be paid in shares of SCI common stock, par
value $1.00 per share (the "Common Stock"), and will be paid in lieu of all or
part of the annual cash payments to which a vested participant in the SERP would
otherwise be entitled. To the extent that a participant elects to receive a
percent, but not all, of his or her vested retirement benefits in Common Stock,
such participant's remaining annual cash payments under the SERP will be
reduced by such percent. The number of shares of Common Stock to be issued and
distributed to each participant so electing will be calculated by dividing the
amount of such participant's retirement benefit which such participant elects to
receive in Common Stock (discounted at an annual rate of 10%) by the
Distribution Price. The "Distribution Price" will be the average closing price
per share of the Common Stock on the New York Stock Exchange for the five
trading days (the "Pricing Period") immediately after _______, 2001, which is
the deadline for SERP participants to elect to receive Common Stock.

         The Company has arranged to deliver all shares of common stock
electronically to J.P. Morgan Securities Inc. ("JPMorgan") on behalf of each
participant, which will require that each participant already have an account
with JPMorgan or open an account at JPMorgan for these purposes. Information
concerning the opening of an account at JPMorgan is enclosed.

         Through an agreement with JPMorgan, we have also arranged for each SERP
participant electing to receive shares of Common Stock to be able to sell all or
some of such shares, at the Distribution Price per share, to JPMorgan, on, and
only on, the first business day after the Pricing Period (the "Closing Date").
We will pay JPMorgan, on behalf of each such SERP participant, any commissions
or other transaction costs due to JPMorgan in connection with such sale.
Thereafter, JPMorgan has agreed to sell the shares it purchases from SERP
participants on the Closing Date into the market in an orderly fashion. If the
aggregate price at which such shares are sold into the market by JPMorgan is
less than the aggregate amount paid by JPMorgan to participants electing to sell
shares of Common Stock to JPMorgan as set forth above (the

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"Aggregate Distribution Price"), we have agreed to pay JPMorgan in cash the
amount of such difference. To the extent the proceeds of the sale of shares of
Common Stock by JPMorgan into the market exceeds the Aggregate Distribution
Price, we will receive the excess proceeds. Other than any such excess proceeds,
we will not receive any proceeds from the issuance and distribution of shares of
Common Stock to our employees and former employees. Regardless of the prices at
which JPMorgan sells shares of Common Stock into the market, each SERP
participant selling shares of Common Stock to JPMorgan will receive the
Distribution Price per share. Participants receiving shares who elect not to
sell shares to JPMorgan will be subject to fluctuating market values for our
Common Stock at such time or times as the participants determine to sell shares.

         Each distribution of Common Stock in accordance with the terms hereof
will create a withholding tax liability for SCI equal to the 28% federal income
tax rate plus any state or other taxes that may be applicable for the particular
SERP participant. Accordingly, SERP participants who elect to receive shares of
Common Stock in lieu of future cash payments will be required (1) to pay SCI on
or prior to the Election Deadline (as defined below), the amount of the
withholding tax liability via cashier's check, certified check or wire transfer
or (2) to elect to sell to JPMorgan a sufficient number of shares Common Stock
at the Distribution Price to generate proceeds at least equal to the withholding
tax liability and to authorize JPMorgan to deliver directly to SCI proceeds from
such sale equal to the participant's withholding tax liability. In addition,
SCI's payment of commissions or other transaction costs to JPMorgan on behalf of
those SERP participants who elect to sell shares to JPMorgan will create an
additional withholding tax liability for SCI. For the sake of convenience, SCI
will contact those SERP participants electing to sell shares to JPMorgan after
the Election Deadline to make arrangements for such participants to satisfy that
withholding tax liability.

         Enclosed herewith are (1) a Participant Settlement Agreement, which you
can use to make the elections described above, (2) a copy of the Prospectus
filed with the Securities and Exchange Commission, effective as of
_____________, which registers the shares of Common Stock to be issued to SERP
participants electing to participate in this program, and (3) information
concerning the opening of an account at JPMorgan. BEFORE ELECTING TO RECEIVE OR
SELL ANY SHARES OF COMMON STOCK, YOU ARE URGED TO CAREFULLY REVIEW AND CONSIDER
THE TERMS OF THE OFFERING AS DISCLOSED IN THIS LETTER AND THE ENCLOSED
MATERIALS. You will have until 5:00 p.m. Houston, Texas time, on ________, 2001
(the "Election Deadline") to decide to make any or all of the elections
described above by completing, signing and returning to the Company the
Participant Settlement Agreement, along with any required withholding tax
payment. To the extent that a vested SERP participant fails to submit a properly
completed Participant Settlement Agreement, along with any required withholding
tax payment, by the Election Deadline, such participant will be deemed to have
elected not to participate in this offering.

         We urge you to review this letter and the materials enclosed herewith
and respond promptly. Representatives of the Company are available to you for
any questions you may have concerning the terms and conditions of this offering.
Please direct any such inquiries to Helen Dugand (713-525-5373). In addition,
the Company will hold a meeting to discuss and answer any questions about this
offering on _________, 2001, at the offices of Locke Liddell & Sapp LLP, 3200
Chase Tower, 600 Travis Street, Houston, Texas 77002. THE COMPANY RESERVES THE
RIGHT TO CANCEL THIS OFFERING AT ANY TIME PRIOR TO THE CLOSING DATE IF THE
COMPANY DETERMINES, IN ITS SOLE DISCRETION, THAT THE OFFERING IS NOT IN THE BEST
INTERESTS OF THE COMPANY AND ITS SHAREHOLDERS.

                                                     Very truly yours,


                                                     R.L. Waltrip
                                                     Chairman of the Board and
                                                     Chief Executive Officer

RLW:
Enclosures

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