UNITED STATES OF AMERICA
BEFORE FEDERAL TRADE COMMISSION

In the Matter of

SERVICE CORPORATION INTERNATIONAL, a corporation.

File No. 981 0108

AGREEMENT CONTAINING CONSENT ORDER

The Federal Trade Commission ("Commission") having initiated an investigation of the acquisition by Service Corporation International ("SCI"), a corporation, of all of the assets of LaGrone Funeral Home ("LaGrone"), a corporation, and it now appearing that SCI, herein sometimes referred to as "Respondent," is willing to enter into this Agreement Containing Consent Order ("Consent Order") to cease and desist from making certain acquisitions without providing advance notification to the Commission, and providing for other relief,

IT IS HEREBY AGREED by and between Respondent, its duly authorized officers and attorneys, and counsel for the Commission that:

1. Respondent SCI is a corporation organized, existing and doing business under and by virtue of the laws of the State of Texas, with its office and principal place of business located at 1929 Allen Parkway, Houston, Texas 77019.
 
2. Respondent admits all the jurisdictional facts set forth in the draft of complaint here attached.
 
3. Respondent waives:
 
a. Any further procedural steps;
 
b. The requirement that the Commission's Decision and Order, here attached and made a part hereof, contain a statement of findings of fact and conclusions of law;
 
c. All rights to seek judicial review or otherwise to challenge or contest the validity of the Decision and Order entered pursuant to this Consent Agreement; and
 
d. Any claim under the Equal Access to Justice Act.
 
4. This Consent Agreement shall not become part of the public record of the proceeding unless and until it is accepted by the Commission. If this Consent Agreement is accepted by the Commission, it, together with the Complaint contemplated thereby, will be placed on the public record for a period of thirty (30) days and information in respect thereto publicly released. The Commission thereafter may either withdraw its acceptance of this Consent Agreement and so notify Respondent, in which event it will take such action as it may consider appropriate, or amend its Complaint as the circumstances may require and issue its Decision and Order, in disposition of the proceeding.
 
5. This Consent Agreement is for settlement purposes only and does not constitute an admission by Respondent that the law has been violated as alleged in the draft Complaint here attached, or that the facts as alleged in the draft Complaint, other than jurisdictional facts, are true.
 
6. This Consent Agreement contemplates that, if it is accepted by the Commission, the Commission may (1) issue its Complaint corresponding in form and substance with the draft Complaint here attached and (2) make information public with respect thereto. If such acceptance is not subsequently withdrawn by the Commission pursuant to the provisions of Commission Rule 2.34, 16 C.F.R. 2.34, the Commission may, without further notice to Respondent, issue the attached Decision and Order containing an order to cease and desist in disposition of the proceeding. When so entered, the Decision and Order shall have the same force and effect and may be altered, modified, or set aside in the same manner and within the same time provided by statute for other orders. The Decision and Order shall become final upon service. Delivery of the Complaint and the Decision and Order by means specified in Commission Rule 4.4(a), 16 C.F.R. 4.4(a), shall constitute service. Respondent waives any right it may have to any other manner of service. The Complaint may be used in construing the terms of the Decision and Order, and no agreement, understanding, representation, or interpretation not contained in the Decision and Order or the Consent Agreement may be used to vary or contradict the terms of the Decision and Order.
 
7. Respondent has read the Complaint and Decision and Order contemplated hereby. Respondent understands that, once the Decision and Order has been issued, it will be required to file one or more compliance reports showing that it has fully complied with the Decision and Order. Respondent agrees to comply with the terms of the Decision and Order from the date it signs this Consent Agreement. Respondent further understands that it may be liable for civil penalties in the amount provided by law for each violation of the Decision and Order after it becomes final.

Signed this _____ day of January, 2000.

Service Corporation International

By: ______________
James M. Shelger
Senior Vice President/General Counsel
Service Corporation International

By:______________
David A. Clanton
Baker & McKenzie
Counsel for Service Corporation International

Federal Trade Commission

By: ______________
Harold E. Kirtz
Attorney
Southeast Region

Approved:

__________________
Andrea L. Foster
Regional Director
Southeast Region

__________________
Richard G. Parker
Director
Bureau of Competition