exv4w2



 





Exhibit 4.2




     AGREEMENT
OF RESIGNATION, APPOINTMENT AND ACCEPTANCE, dated as of
October 21, 2005 by and among
Service Corporation International, a corporation duly organized and existing under the laws of the
state of Texas and having its principal office at 1929 Allen Parkway, Houston, TX 77019 (the
“Issuer”), The Bank of New York, (the “Prior Trustee”), and The Bank of New York Trust Company,
N.A., (the “Successor Trustee”).



RECITALS:




     WHEREAS, the Issuer and Prior Trustee entered into a Trust Indenture dated as of 12/11/1998 by
and between the Issuer and the Prior Trustee (the “Indenture”);



     WHEREAS, the 6% Senior Notes due 12/15/2005 (the “Bonds”) were originally authorized and
issued under the Indenture;



     WHEREAS, the Issuer desires to appoint Successor Trustee as Trustee, Paying Agent and
Registrar to succeed Prior Trustee in such capacities under the Indenture; and



     WHEREAS, Successor Trustee is willing to accept such appointment as Successor Trustee, Paying
Agent and Registrar under the Indenture;



     NOW, THEREFORE, the Issuer, Prior Trustee and Successor Trustee, for and in consideration of
the premises of other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, hereby consent and agree as follows:



ARTICLE I




THE PRIOR TRUSTEE




     SECTION 1.01 Prior Trustee hereby resigns as Trustee under the Indenture.



     SECTION 1.02 Prior Trustee hereby assigns, transfers, delivers and confirms to Successor
Trustee all right, title and interest of Prior Trustee in and to the trusts of the Trustee under
the Indenture and all the rights, powers and trusts of the Trustee under the Indenture: provided,
however Prior Trustee shall continue to be entitled to the expense reimbursement and indemnity
provisions thereunder with respect to the period prior to the effective date hereof. Prior Trustee
shall at the expense of the Successor Trustee execute and deliver such further instruments and
shall do such other things as Successor Trustee may reasonably require so as to more fully and
certainly vest and confirm in Successor Trustee all the rights, powers and trust hereby assigned,
transferred, delivered and confirmed to Successor Trustee as Trustee, Paying Agent and Registrar.



 









 





ARTICLE II




THE ISSUER




     SECTION 2.01 The Issuer hereby accepts the resignation of Prior Trustee as Trustee, Paying
Agent and Registrar under the Indenture.



     SECTION 2.02 All conditions relating to the appointment of The Bank of New York Trust Company,
N.A., as Successor Trustee, Paying Agent and Registrar under the Indenture have been met and the
Issuer hereby appoints Successor Trustee as Trustee, Paying and Registrar under the Indenture with
like effect as if originally named as Trustee, Paying Agent and Registrar in the Indenture.



ARTICLE III




THE SUCCESSOR TRUSTEE




     SECTION 3.01 Successor Trustee hereby represents and warrants to Prior Trustee and to the
Issuer that Successor Trustee is not disqualified to act as Trustee under the Indenture.



     SECTION 3.02 Successor Trustee hereby accepts its appointment as Successor Trustee, Paying
Agent and Registrar under the Indenture and accepts the rights, powers, duties and obligations of
Prior Trustee as Trustee, Paying Agent and Registrar under the Indenture, upon the terms and
conditions set forth therein, with like effect as if originally named as Trustee, Paying Agent and
Registrar under the Indenture.



ARTICLE IV




MISCELLANEOUS




     SECTION 4.01 
This Agreement and the resignation, appointment and acceptance effected hereby
shall be effective as of the opening of business on October 21, 2005.



     SECTION 4.02 This Agreement shall be governed by and construed in accordance with the laws of
the State of New York.



     SECTION 4.03 This Agreement may be executed in any number of counterparts each of which shall
be an original, but such counterparts shall together constitute but one and the same instrument.



 









 




IN WITNESS WHEREOF, the parties hereto have caused this Agreement of Resignation, Appointment and
Acceptance to be duly executed and acknowledged all as of the day and year first above written.




	 	 	 	 	 
	 	 	Service Corporation International

     as Issuer
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Jeffrey E. Curtiss

	 

	 	 	 	 
	 

	 	Name:

Title:
	 	Jeffrey E. Curtiss

Senior Vice President, Chief
Financial Officer and Treasurer
	 
	 	 	 	 
	 	 	The Bank of New York,

     as Prior Trustee
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Van K. Brown

	 

	 	 	 	 
	 

	 	Name:

Title:
	 	Van K. Brown

Vice President
	 
	 	 	 	 
	 	 	The Bank of New York Trust Company, N.A.,

     as Successor Trustee
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Tamara K. Ellis

	 

	 	 	 	 
	 

	 	Name:

Title:
	 	Tamara K. Ellis

Vice President