ALDERWOODS GROUP INC
EXHIBIT 10.2
<DOCUMENT>
<TYPE>EX-10.2
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<FILENAME>a2070010zex-10_2.txt
<DESCRIPTION>EXHIBIT 10.2
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                                                                    EXHIBIT 10.2

                        ALDERWOODS GROUP, INC., as Issuer



                                       and





          WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, as Trustee





                                    INDENTURE



                           Dated as of January 2, 2002







                                  $250,000,000



                        11% Senior Secured Notes due 2007




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                                TABLE OF CONTENTS

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ARTICLE 1         DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION........................................1

         SECTION 1.01          DEFINITIONS.......................................................................1

         SECTION 1.02          INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT................................15

         SECTION 1.03          RULES OF CONSTRUCTION............................................................15

ARTICLE 2         THE FIVE-YEAR NOTES...........................................................................16

         SECTION 2.01          ISSUANCE OF FIVE-YEAR NOTES......................................................16

         SECTION 2.02          RESTRICTIVE LEGEND...............................................................17

         SECTION 2.03          EXECUTION AND AUTHENTICATION.....................................................17

         SECTION 2.04          REGISTRAR AND PAYING AGENT.......................................................18

         SECTION 2.05          PAYING AGENT TO HOLD MONEY IN TRUST..............................................18

         SECTION 2.06          HOLDER LISTS.....................................................................18

         SECTION 2.07          TRANSFER AND EXCHANGE............................................................18

         SECTION 2.08          REPLACEMENT NOTES................................................................19

         SECTION 2.09          BOOK-ENTRY PROVISIONS FOR GLOBAL NOTE............................................19

         SECTION 2.10          OUTSTANDING FIVE-YEAR NOTES......................................................20

         SECTION 2.11          TREASURY NOTES...................................................................20

         SECTION 2.12          TEMPORARY NOTES..................................................................20

         SECTION 2.13          CANCELLATION.....................................................................20

         SECTION 2.14          DEFAULTED INTEREST...............................................................21

         SECTION 2.15          CUSIP NUMBER.....................................................................21

         SECTION 2.16          DEPOSIT OF MONEYS................................................................21

         SECTION 2.17          ISSUANCE OF NOTES IN EXCESS OF $250,000,000 PURSUANT TO PLAN OF
                               REORGANIZATION...................................................................21

ARTICLE 3         REDEMPTION OF FIVE-YEAR NOTES.................................................................21

         SECTION 3.01          OPTIONAL REDEMPTION..............................................................21

         SECTION 3.02          MANDATORY REDEMPTION.............................................................22

         SECTION 3.03          SELECTION OF FIVE-YEAR NOTES TO BE REDEEMED......................................22

         SECTION 3.04          NOTICE OF REDEMPTION.............................................................22

         SECTION 3.05          EFFECT OF NOTICE OF REDEMPTION...................................................23

         SECTION 3.06          DEPOSIT OF REDEMPTION PRICE......................................................23

         SECTION 3.07          FIVE-YEAR NOTES REDEEMED OR PURCHASED IN PART....................................23

         SECTION 3.08          AVAILABILITY FEE.................................................................23

ARTICLE 4         COVENANTS.....................................................................................24

         SECTION 4.01          PAYMENT OF FIVE-YEAR NOTES.......................................................24

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         SECTION 4.02          MAINTENANCE OF OFFICE OR AGENCY..................................................24

         SECTION 4.03          CORPORATE EXISTENCE..............................................................24

         SECTION 4.04          PAYMENT OF TAXES AND OTHER CLAIMS................................................25

         SECTION 4.05          MAINTENANCE OF PROPERTIES; INSURANCE; BOOKS AND RECORDS; COMPLIANCE WITH
                               LAW..............................................................................25

         SECTION 4.06          COMPLIANCE CERTIFICATES..........................................................25

         SECTION 4.07          LIMITATION ON INDEBTEDNESS.......................................................26

         SECTION 4.08          LIMITATION ON RESTRICTED PAYMENTS................................................26

         SECTION 4.09          LIMITATION ON ISSUANCES AND SALE OF STOCK BY RESTRICTED SUBSIDIARIES.............28

         SECTION 4.10          LIMITATION ON LIENS..............................................................28

         SECTION 4.11          CHANGE OF CONTROL................................................................29

         SECTION 4.12          DISPOSITION OF PROCEEDS OF ASSET SALES...........................................30

         SECTION 4.13          LIMITATION ON TRANSACTIONS WITH INTERESTED PERSONS...............................32

         SECTION 4.14          LIMITATION ON DIVIDENDS AND OTHER PAYMENT RESTRICTIONS AFFECTING
                               SUBSIDIARIES.....................................................................32

         SECTION 4.15          FUTURE GUARANTORS................................................................33

         SECTION 4.16          RATINGS..........................................................................33

         SECTION 4.17          COMMISSION REPORTS...............................................................33

         SECTION 4.18          RULE 144A INFORMATION REQUIREMENT................................................33

         SECTION 4.19          WAIVER OF STAY, EXTENSION OR USURY LAWS..........................................34

ARTICLE 5         SUCCESSOR CORPORATION.........................................................................34

         SECTION 5.01          WHEN ALDERWOODS MAY MERGE, ETC...................................................34

         SECTION 5.02          SUCCESSOR SUBSTITUTED............................................................35

ARTICLE 6         REMEDIES......................................................................................35

         SECTION 6.01          EVENTS OF DEFAULT................................................................35

         SECTION 6.02          ACCELERATION.....................................................................37

         SECTION 6.03          OTHER REMEDIES...................................................................37

         SECTION 6.04          WAIVER OF PAST DEFAULTS..........................................................37

         SECTION 6.05          CONTROL BY MAJORITY..............................................................38

         SECTION 6.06          LIMITATION ON SUITS..............................................................38

         SECTION 6.07          RIGHT OF HOLDERS TO RECEIVE PAYMENT..............................................38

         SECTION 6.08          COLLECTION SUIT BY TRUSTEE.......................................................38

         SECTION 6.09          TRUSTEE MAY FILE PROOFS OF CLAIMS................................................39

         SECTION 6.10          PRIORITIES.......................................................................39

         SECTION 6.11          UNDERTAKING FOR COSTS............................................................39

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         SECTION 6.12          RESTORATION OF RIGHTS AND REMEDIES...............................................39

ARTICLE 7         TRUSTEE.......................................................................................40

         SECTION 7.01          DUTIES...........................................................................40

         SECTION 7.02          RIGHTS OF TRUSTEE................................................................40

         SECTION 7.03          INDIVIDUAL RIGHTS OF TRUSTEE.....................................................41

         SECTION 7.04          TRUSTEE'S DISCLAIMER.............................................................41

         SECTION 7.05          NOTICE OF DEFAULT................................................................41

         SECTION 7.06          MONEY HELD IN TRUST..............................................................42

         SECTION 7.07          REPORTS BY TRUSTEE TO HOLDERS....................................................42

         SECTION 7.08          COMPENSATION AND INDEMNITY.......................................................42

         SECTION 7.09          REPLACEMENT OF TRUSTEE...........................................................42

         SECTION 7.10          SUCCESSOR TRUSTEE BY MERGER, ETC.................................................43

         SECTION 7.11          ELIGIBILITY; DISQUALIFICATION....................................................43

         SECTION 7.12          PREFERENTIAL COLLECTION OF CLAIMS AGAINST ALDERWOODS.............................44

ARTICLE 8         SATISFACTION AND DISCHARGE OF INDENTURE.......................................................44

         SECTION 8.01          TERMINATION OF THE OBLIGATION OF ALDERWOODS......................................44

         SECTION 8.02          LEGAL DEFEASANCE AND COVENANT DEFEASANCE.........................................45

         SECTION 8.03          APPLICATION OF TRUST MONEY.......................................................47

         SECTION 8.04          REPAYMENT TO ALDERWOODS..........................................................47

         SECTION 8.05          REINSTATEMENT....................................................................47

ARTICLE 9         AMENDMENTS, SUPPLEMENTS AND WAIVERS...........................................................48

         SECTION 9.01          WITHOUT CONSENT OF HOLDERS.......................................................48

         SECTION 9.02          WITH CONSENT OF HOLDERS..........................................................48

         SECTION 9.03          COMPLIANCE WITH TRUST INDENTURE ACT..............................................49

         SECTION 9.04          REVOCATION AND EFFECT OF CONSENTS................................................49

         SECTION 9.05          NOTATION ON OR EXCHANGE OF FIVE-YEAR NOTES.......................................49

         SECTION 9.06          TRUSTEE MAY SIGN AMENDMENTS, ETC.................................................50

ARTICLE 10        SECURITY......................................................................................50

         SECTION 10.01         SECURITY INTEREST................................................................50

         SECTION 10.02         RECORDING OF SECURITY INTERESTS; OPINIONS OF COUNSEL.............................50

         SECTION 10.03         RELEASE OF COLLATERAL............................................................51

         SECTION 10.04         RELEASE UPON DEFEASANCE OR RELEASE OF COMPANY'S OBLIGATIONS......................51

         SECTION 10.05         RELIANCE ON OPINION OF COUNSEL...................................................51

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         SECTION 10.06         PAYMENT OF EXPENSES..............................................................51

         SECTION 10.07         TRUSTEE'S DUTIES.................................................................52

ARTICLE 11        MISCELLANEOUS.................................................................................52

         SECTION 11.01         TRUST INDENTURE ACT OF 1939......................................................52

         SECTION 11.02         NOTICES..........................................................................52

         SECTION 11.03         COMMUNICATION BY HOLDERS WITH OTHER HOLDERS......................................53

         SECTION 11.04         CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT...............................53

         SECTION 11.05         STATEMENTS REQUIRED IN CERTIFICATE OR OPINION....................................53

         SECTION 11.06         RULES BY TRUSTEE, PAYING AGENT, REGISTRAR........................................54

         SECTION 11.07         GOVERNING LAW....................................................................54

         SECTION 11.08         CONSENT TO SERVICE OF PROCESS....................................................54

         SECTION 11.09         NO INTERPRETATION OF OTHER AGREEMENTS............................................54

         SECTION 11.10         NO RECOURSE AGAINST OTHERS.......................................................54

         SECTION 11.11         SUCCESSORS.......................................................................55

         SECTION 11.12         DUPLICATE ORIGINALS..............................................................55

         SECTION 11.13         SEPARABILITY.....................................................................55

         SECTION 11.14         TABLE OF CONTENTS, HEADINGS, ETC.................................................55

         SECTION 11.15         BENEFITS OF INDENTURE............................................................55

         SECTION 11.16         FAVORED NATIONS..................................................................55

ARTICLE 12        SUBSIDIARY GUARANTEES.........................................................................55

         SECTION 12.01         GUARANTEES.......................................................................55

         SECTION 12.02         LIMITATION ON LIABILITY..........................................................57

         SECTION 12.03         SUCCESSORS AND ASSIGNS...........................................................57

         SECTION 12.04         NO WAIVER........................................................................57

         SECTION 12.05         MODIFICATION.....................................................................57

         SECTION 12.06         RELEASE OF SUBSIDIARY GUARANTORS.................................................57

SCHEDULE 1.01              SUBSIDIARY GUARANTORS
SCHEDULE 4.12              NON-CASH DISPOSABLE ASSETS
SCHEDULE 10.01             REAL PROPERTY COLLATERAL
SCHEDULE 10.02             PERFECTION

EXHIBIT A                  FORM OF GLOBAL NOTE
EXHIBIT B                  FORM OF PHYSICAL NOTE

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         INDENTURE, dated as of January 2, 2002, among Alderwoods Group,
Inc., a Delaware corporation f/k/a Loewen Group International, Inc.
("ALDERWOODS"), the Subsidiary Guarantors (as defined herein) who are or may
hereafter become parties to this Indenture, and Wells Fargo Bank Minnesota,
National Association, a national banking association, as trustee (the
"TRUSTEE").

         Each party hereto agrees as follows for the benefit of each other
party and, except as otherwise provided herein, for the equal and ratable
benefit of the Holders of Alderwoods' 11% Senior Secured Notes due 2007 (the
"FIVE-YEAR NOTES").

                                   ARTICLE 1

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

         SECTION 1.01 DEFINITIONS.

         "ACQUIRED INDEBTEDNESS" means Indebtedness of a Person (a) assumed
or created by Alderwoods or any Restricted Subsidiary in connection with an
Asset Acquisition from such Person or (b) existing at the time such Person
becomes a Restricted Subsidiary of any other Person.

         "AFFILIATE" means, with respect to any specified Person, any other
Person directly or indirectly Controlling or Controlled by or under direct or
indirect common Control with such specified Person.

         "ASSET ACQUISITION" means (a) an Investment by Alderwoods or any
Restricted Subsidiary in any other Person pursuant to which such Person
becomes a Restricted Subsidiary, or is merged with or into Alderwoods or any
Restricted Subsidiary, (b) the acquisition by Alderwoods or any Restricted
Subsidiary of the assets of any Person (other than a Restricted Subsidiary)
which constitute all or substantially all of the assets of such Person, or
(c) the acquisition by Alderwoods or any Restricted Subsidiary of any
division or line of business of any Person (other than a Restricted
Subsidiary); PROVIDED, HOWEVER, that no Restructuring Transaction shall be
deemed to constitute an "ASSET ACQUISITION".

         "ASSET SALE" means any direct or indirect sale, issuance,
conveyance, transfer, lease or other disposition to any Person other than
Alderwoods or a Subsidiary Guarantor, or from one Restricted Subsidiary that
is not a Subsidiary Guarantor to another such Restricted Subsidiary, in one
or a series of related transactions, of (a) any Capital Stock of any
Restricted Subsidiary (other than in respect of directors' qualifying shares
or investments by foreign nationals mandated by applicable law), (b) all or
substantially all of the properties and assets of any division or line of
business of Alderwoods or any Restricted Subsidiary, or (c) any other
properties or assets of Alderwoods or any Restricted Subsidiary other than
properties and assets sold in the ordinary course of business; PROVIDED,
HOWEVER, that no Restructuring Transaction shall be deemed to constitute an
"ASSET SALE." Furthermore, for purposes of this definition, the term "ASSET
SALE" shall not include any sales, transfers or other dispositions of
equipment, tools or other assets (including Capital Stock of any Restricted
Subsidiary), in one transaction or a series of transactions, by Alderwoods or
any of its Restricted Subsidiaries not otherwise excluded from the definition
of "ASSET SALE" in respect of which Alderwoods and its Restricted
Subsidiaries receive cash or property with a Fair Market Value of $100,000 or
less.

         "BANKRUPTCY LAW" means Title 11 of the United States Code, as
amended, or any similar United States federal or state law relating to
bankruptcy, insolvency, receivership, winding-up, liquidation, reorganization
or relief of debtors or any amendment to, succession to or change in any such
law.

         "BOARD OF DIRECTORS" means, except where otherwise clearly
indicated, the board of directors of Alderwoods or any duly authorized
committee of such board.

         "BOARD RESOLUTION" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of Alderwoods to have been duly adopted
by the Board of Directors of Alderwoods and to be in full force and effect on
the date of such certification, and delivered to the Trustee.

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         "BUSINESS DAY" means each Monday, Tuesday, Wednesday, Thursday and
Friday which is not a day on which banking institutions in the City of New
York, State of New York or the city in which the Corporate Trust Office is
located, are authorized or obligated by law, regulation or executive order to
close.

         "CAPITAL STOCK" means, with respect to any Person, any and all
shares, interests, participations, rights in or other equivalents (however
designated) of such Person, and any rights, warrants or options exchangeable
or exercisable for or convertible into such capital.

         "CAPITALIZED LEASE OBLIGATION" means any obligation under a lease of
(or other agreement conveying the right to use) any property (whether real,
personal or mixed) that is required to be classified and accounted for as a
capital lease obligation under GAAP, and the amount of any such obligation at
any date shall be the capitalized amount thereof at such date, determined in
accordance with GAAP.

         "CASH EQUIVALENTS" means, at any time, (a) any evidence of
Indebtedness with a maturity of 270 days or less issued or directly and fully
guaranteed or insured by the United States of America or any agency or
instrumentality thereof (PROVIDED that the full faith and credit of the
United States of America is pledged in support thereof); (b) certificates of
deposit or acceptances with a maturity of 270 days or less of any financial
institution that is a member of the Federal Reserve System having combined
capital and surplus and undivided profits of not less than $500,000,000 and
rated B or better by Thompson's Bankwatch (or an equivalent rating by a
comparable rating agency); (c) certificates of deposit with a maturity of 270
days or less of any financial institution that is not organized under the
laws of the United States, any state thereof or the District of Columbia that
are rated at least A-1 by S&P or at least P-1 by Moody's or at least an
equivalent rating category of another nationally recognized securities rating
agency; and (d) repurchase agreements and reverse repurchase agreements
relating to marketable direct obligations issued or unconditionally
guaranteed by the government of the United States of America or issued by any
agency thereof and backed by the full faith and credit of the United States
of America, in each case maturing within 270 days from the date of
acquisition; PROVIDED that the terms of such agreements comply with the
guidelines set forth in the Federal Financial Agreements of Depository
Institutions With Securities Dealers and Others, as adopted by the
Comptroller of the Currency on October 31, 1985, or any amendment or
succession to such guidelines.

         "CHANGE OF CONTROL" means the occurrence on or after the Measurement
Date of any of the following events: (a) any "PERSON" or "GROUP" (as such
terms are used in Sections 13(d) and 14(d) of the Exchange Act), excluding
Permitted Holders, is or becomes the "BENEFICIAL OWNER" (as defined in Rules
13d-3 and 13d-5 under the Exchange Act, except that a Person shall be deemed
to have "BENEFICIAL OWNERSHIP" of all securities that such Person has the
right to acquire, whether such right is exercisable immediately or only after
the passage of time, upon the happening of an event or otherwise), directly
or indirectly, of more than 35% of the total Voting Stock of Alderwoods,
under circumstances where the Permitted Holders (i) "BENEFICIALLY OWN" (as so
defined) a lower percentage of the Voting Stock than such other "PERSON" or
"GROUP" and (ii) do not have the right or ability by voting power, contract
or otherwise to elect or designate for election a majority of the Board of
Directors of Alderwoods; (b) Alderwoods consolidates with, or merges with or
into, another Person or sells, assigns, conveys, transfers, leases or
otherwise disposes of all or substantially all of its assets to another
Person, or another Person consolidates with, or merges with or into,
Alderwoods, in any such event pursuant to a transaction in which the
outstanding Voting Stock of Alderwoods is converted into or exchanged for
cash, securities or other property, other than any such transaction where (i)
the outstanding Voting Stock of Alderwoods is converted into or exchanged for
(1) Voting Stock (other than Redeemable Capital Stock) of the surviving or
transferee corporation or (2) cash, securities and other property in an
amount that could then be paid by Alderwoods as a Restricted Payment under
the provisions hereof, and (ii) immediately after such transaction no
"PERSON" or "GROUP" (as such terms are used in Sections 13(d) and 14(d) of
the Exchange Act), excluding Permitted Holders, is the "BENEFICIAL OWNER" (as
defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person
shall be deemed to have "BENEFICIAL OWNERSHIP" of all securities that such
Person has the right to acquire, whether such right is exercisable
immediately or only after the passage of time, upon the happening of an event
or otherwise), directly or indirectly, of more than 50% of the total Voting
Stock of the surviving or transferee corporation; (c) at any time during any
consecutive two-year period, individuals who at the beginning of such period
constituted the Board of Directors of Alderwoods (together with any new
directors whose election by such Board of Directors or whose nomination for
election by the shareholders or stockholders of Alderwoods was approved by a
vote of 66-2/3% of the directors then still in office who were either
directors at the

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beginning of such period or whose election or nomination for election was
previously so approved) cease for any reason (including the failure of such
individuals to be elected in a proxy contest involving a solicitation of
proxies) to constitute a majority of the Board of Directors of Alderwoods
then in office; or (d) Alderwoods is liquidated or dissolved or Alderwoods or
its stockholders adopts a plan of liquidation regarding Alderwoods.
Notwithstanding the foregoing, no Change of Control shall be deemed to result
from any Restructuring Transaction.

         "CHANGE OF CONTROL OFFER" has the meaning set forth in Section 4.11.

         "COLLATERAL" means, collectively, the "Collateral" as defined in the
Security Agreement and the "Mortgaged Property" as defined in the Mortgages.

         "COLLATERAL AGENT" means the collateral agent under the Security
Agreement in its capacity as such for the Trustee, the Holders, the Exit
Facility Agent and the Exit Facility lenders, which collateral agent shall
initially be The CIT Group/Business Credit, Inc., a New York corporation.

         "COLLATERAL DOCUMENTS" has the meaning given such term in Section
10.01.

         "COMMISSION" means the Securities and Exchange Commission, as from
time to time constituted, or if at any time after the execution of this
Indenture such Commission is not existing and performing the applicable
duties now assigned to it, then the body or bodies performing such duties at
such time.

         "COMMON STOCK" means, with respect to any Person, any and all
shares, interests or other participations in, and other equivalents (however
designated and whether voting or nonvoting) of, such Person's common equity,
whether outstanding at the Measurement Date or issued after the Measurement
Date, and includes, without limitation, all series and classes of such common
equity.

         "CONSOLIDATED EBITDA" means, with respect to any Person for any
period, the sum of Consolidated Net Income, plus the following to the extent
deducted or not included in calculating such Consolidated Net Income:

         (a) all income tax expense;

         (b) Consolidated Net Interest Expense;

         (c) depreciation and amortization expense (excluding amortization
expense attributable to a prepaid operating activity item that was paid in
cash on a prior period); and

         (d) all other non-cash charges (excluding any such non-cash charge
to the extent that it represents an accrual of or reserve for cash
expenditures in any future period);

in each case for such period.

         "CONSOLIDATED FIXED CHARGE COVERAGE RATIO" means, with respect to
any Person, the ratio of the aggregate amount of Consolidated EBITDA of such
Person for the most recent four full fiscal quarters preceding the date of
the transaction for which financial statements are available (the
"TRANSACTION DATE") giving rise to the need to calculate the Consolidated
Fixed Charge Coverage Ratio (such four full fiscal quarter period being
referred to herein as the "PRIOR QUARTERS") to the aggregate amount of
Consolidated Fixed Net Charges of such Person for the Prior Quarters. In
addition to and without limitation of the foregoing, for purposes of this
definition, "CONSOLIDATED EBITDA" and "CONSOLIDATED FIXED NET CHARGES" shall
be calculated after giving effect on a pro forma basis for the period of such
calculation to, without duplication, (a) the incurrence of any Indebtedness
of such Person or any of its Restricted Subsidiaries (and the application of
the net proceeds thereof) during the period commencing on the first day of
the Prior Quarters to and including the Transaction Date (the "REFERENCE
PERIOD"), including, without limitation, the incurrence of the Indebtedness
giving rise to the need to make such calculation (and the application of the
net proceeds thereof), as if such incurrence (and application) occurred on
the first day of the Reference Period, and (b) any Material Asset Sales or
Material Asset Acquisitions (including, without limitation, any Material
Asset Acquisition giving rise to the need to

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make such calculation as a result of such Person or one of its Restricted
Subsidiaries (including any Person who becomes a Restricted Subsidiary as a
result of the Material Asset Acquisition) incurring, assuming or otherwise
being liable for Acquired Indebtedness) occurring during the Reference
Period, as if such Material Asset Sale or Material Asset Acquisition occurred
on the first day of the Reference Period. Furthermore, in calculating
"CONSOLIDATED FIXED NET CHARGES" for purposes of determining the denominator
(but not the numerator) of this "CONSOLIDATED FIXED CHARGE COVERAGE RATIO,"
(i) interest on outstanding Indebtedness determined on a fluctuating basis as
at the Transaction Date and that will continue to be so determined thereafter
shall be deemed to have accrued at a fixed or floating rate per annum equal
to the rate of interest on such Indebtedness in effect on the Transaction
Date; and (ii) if interest on any Indebtedness actually incurred on the
Transaction Date may optionally be determined at an interest rate based upon
a factor of a prime, LIBOR, or similar rate, a eurocurrency interbank offered
rate, or other rates, then the interest rate in effect on the Transaction
Date will be deemed to have been in effect during the Reference Period. If
such Person or any of its Restricted Subsidiaries directly or indirectly
guarantees Indebtedness of a third Person, the above clause shall give effect
to the incurrence of such guaranteed Indebtedness as if such Person or such
Restricted Subsidiary had directly incurred or otherwise assumed such
guaranteed Indebtedness. For purposes of this calculation, a "MATERIAL ASSET
ACQUISITION" is an Asset Acquisition that has a purchase price of $5,000,000
or more and a "MATERIAL ASSET SALE" is an Asset Sale that has a sale price of
$5,000,000 or more.

         "CONSOLIDATED FIXED NET CHARGES" means, with respect to any Person
for any period, the sum of, without duplication, (a) Consolidated Net
Interest Expense for such period, (b) scheduled mandatory principal payments
of Indebtedness other than up to $35,000,000 of scheduled principal
repayments of the Two-Year Notes, (c) the principal component of Capitalized
Lease Obligations paid by such Person during such period, (d) cash dividends
on Capital Stock paid by such Person during such period (excluding dividends
paid to Alderwoods or any Restricted Subsidiary), all as determined on a
consolidated basis in accordance with GAAP.

         "CONSOLIDATED NET INTEREST EXPENSE" means, with respect to any
Person for any period, without duplication, the sum of (a) the interest
expense of such Person and its Restricted Subsidiaries for such period as
determined on a consolidated basis in accordance with GAAP, including,
without limitation, (i) any amortization of debt discount, (ii) the net cost
under Interest Rate Protection Obligations, (iii) the interest portion of any
deferred payment obligation, and (iv) all accrued interest and (b) the
interest component of Capitalized Lease Obligations paid, accrued and/or
scheduled to be paid or accrued by such Person and its Restricted
Subsidiaries during such period as determined on a consolidated basis in
accordance with GAAP less (c) interest income of such Person and its
Restricted Subsidiaries during such period as determined on a consolidated
basis in accordance with GAAP.

         "CONSOLIDATED NET INCOME" means, with respect to any Person, for any
period, the consolidated net income (or loss) of such Person and its
Restricted Subsidiaries for such period, including Alderwoods and its
Restricted Subsidiaries, adjusted, to the extent included in calculating such
net income, by excluding, without duplication, (a) all extraordinary gains or
losses, (b) the portion of net income (but not losses) of such Person and its
Restricted Subsidiaries allocable to minority interests in unconsolidated
Persons to the extent that cash dividends or distributions have not actually
been received by such Person or one of its Restricted Subsidiaries, (c) any
gain or loss realized upon the termination of any employee pension benefit
plan, on an after-tax basis, (d) gains or losses in respect of any Asset
Sales by such Person or its Restricted Subsidiaries, and (e) the net income
of any Restricted Subsidiary of such Person to the extent that the
declaration of dividends or similar distributions by that Restricted
Subsidiary of that income is not at the time permitted, directly or
indirectly, by operation of the terms of its charter or any agreement,
instrument, judgment, decree, order, statute, rule or governmental regulation
applicable to that Restricted Subsidiary or its stockholders. All amounts and
determinations under this definition shall be in accordance with GAAP.

         "CONSOLIDATED NET WORTH" means, with respect to any Person at any
date, the consolidated stockholders' equity (or equivalent) of such Person
less the amount of such stockholders' equity (or equivalent) attributable to
Redeemable Capital Stock of such Person and its Restricted Subsidiaries. All
amounts and determinations under this definition shall be in accordance with
GAAP.

         "CONSOLIDATION" means, with respect to any Person, the consolidation
of the accounts of such Person and each of its Subsidiaries if and to the
extent the accounts of such Person and each of its Subsidiaries would

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normally be consolidated with those of such Person, all in accordance with
GAAP. The term "CONSOLIDATED" shall have a meaning correlative to the
foregoing.

         "CONTROL" means, with respect to any specified Person, the power to
direct the management or policies of such Person, directly or indirectly,
whether through the ownership of Voting Stock, by contract or otherwise. The
terms "CONTROLLING" and "CONTROLLED" have meanings correlative to the
foregoing.

         "CORPORATE TRUST OFFICE" means the corporate trust office of the
Trustee at which at any particular time its corporate trust business shall be
principally administered, which on the date hereof is located at Wells Fargo
Bank Minnesota, N.A., Sixth Street and Marquette Avenue, MAC N9303-120,
Minneapolis, MN 55479, Attention: Corporate Trust - Alderwoods Administrator.

         "CURRENCY AGREEMENT" means any foreign exchange contract, currency
swap agreement or other similar agreement or arrangement designed to protect
Alderwoods or any of its Restricted Subsidiaries against fluctuations in
currency values.

         "CUSTODIAN" means any receiver, trustee, assignee, liquidator,
sequestrator or similar official under any Bankruptcy Law.

         "DEFAULT" means any event that is, or after notice or passage of
time or both would be, an Event of Default.

         "DEPOSITARY" means The Depositary Trust Company, its nominees and
their respective successors.

         "EVENT OF DEFAULT" has the meaning set forth in Section 6.01.

         "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended
and the regulations promulgated thereunder.

         "EXCLUDED SUBSIDIARIES" means Alderwoods Life Insurance Group Inc.,
a Delaware corporation, Rose Hills Holding Corp., a Delaware corporation, any
Subsidiary of either of the foregoing, any Special Finance Subsidiary,
Fisher-Riles Funeral Insurance Company, a Mississippi corporation, Reimann
Funeral Insurance Company, Inc., a Mississippi corporation, Reimann Insurance
Company, Inc., a Mississippi corporation, Stephens Burial Association, Inc.,
a Mississippi corporation, Stephens Funeral Benefit Association, Inc., a
Mississippi corporation, Thweatt Funeral Insurance Company, Inc., a
Mississippi corporation, Crown Hill Memorial Park, Inc., a Texas corporation,
Dudley M. Hughes Funeral Home, Inc., Dudley M. Hughes Funeral Home North
Chapel, Inc., Ed C. Smith & Brothers Funeral Directors, Inc., a Texas
corporation, Hughes Funeral Homes, Inc., a Texas corporation, Hughes
Funerals, Inc., a Texas corporation, Hughes Southland Funeral Home, Inc., a
Texas corporation, Wensley, L.L.C., a Michigan limited liability company,
and, until they emerge from bankruptcy, the entities listed on Exhibit I.A.93
to the Plan of Reorganization, Advanced Planning (Alabama), Inc., an Alabama
corporation, Haakinson-Groulx Mortuary, Inc., an Oregon corporation, Hill
Funeral Home, Inc., a Virginia corporation, and Johnson Funeral Home of
Church Hill, Inc., a Tennessee corporation.

         "EXIT FACILITY" means the Financing Agreement, dated as of January
2, 2002, among the Exit Facility Agent, the lenders party thereto, Alderwoods
and the Subsidiary Guarantors, and the documents related thereto as such
facility and documents may be amended, restated, supplemented or otherwise
modified from time to time, and any successor or replacement facility or
other Refinancing, in whole or in part thereof.

         "EXIT FACILITY AGENT" means the agent under the Exit Facility for
the Exit Facility lenders, acting as such.

         "FAIR MARKET VALUE" means, with respect to any asset, the price that
could be negotiated in an arm's-length free market transaction, for cash,
between a willing seller and a willing buyer, neither of which is under
pressure or compulsion to complete the transaction.

                                      5

<PAGE>

         "FIVE-YEAR NOTES" means the securities that are issued under this
Indenture, as amended, modified or supplemented from time to time.

         "GAAP" means accounting principles generally accepted in the United
States consistently applied.

         "GLOBAL NOTE" has the meaning set forth in Section 2.01.

         "GUARANTEE" means, as applied to any obligation, (a) a guarantee
(other than by endorsement of negotiable instruments for collection in the
ordinary course of business), direct or indirect, in any manner, of any part
or all of such obligation and (b) an agreement, direct or indirect,
contingent or otherwise, the practical effect of which is to assure in any
way the payment or performance (or payment of damages in the event of
non-performance) of all or any part of such obligation, including, without
limiting the foregoing, the payment of amounts drawn down by letters of
credit. The term "GUARANTEED" used as a verb has a corresponding meaning.

         "GUARANTEE AGREEMENT" means a supplemental indenture, in form
satisfactory to the Trustee, pursuant to which a Subsidiary Guarantor
guarantees Alderwoods' obligations with respect to the Five-Year Notes on the
terms provided for in this indenture.

         "GUARANTY INDUCEMENT AGREEMENT" means the guaranty inducement and
offset agreement among the Trustee, Alderwoods, the Subsidiary Guarantors,
and the Exit Facility Agent, as the same may be amended, restated,
supplemented or otherwise modified from time to time and any successor or
replacement thereof entered into in connection with any Refinancing, in whole
or in part, of the Exit Facility.

         "HOLDER" means the Person in whose name a Five-Year Note is
registered on the Registrar's books.

         "INDEBTEDNESS" of any Person means, without duplication, (a) all
obligations of such Person for borrowed money, (b) all obligations of such
Person for the deferred purchase price of property or services (excluding
current accounts payables and other accrued current liabilities incurred in
the ordinary course of business and not past due), (c) all obligations of
such Person evidenced by notes, bonds, debentures or similar instruments, (d)
all indebtedness created or arising under any conditional sale or other title
retention agreement with respect to property acquired by such Person, (e) all
Capitalized Lease Obligations of such Person, (e) all obligations under or in
respect of Currency Agreements and Interest Rate Protection Agreements of
such Person, (f) all obligations, contingent or otherwise, of such Person as
an account party under letters of credit or banker's acceptances, (g) all
Guarantees of obligations of others of the kind referred to in clauses (a)
through (f) above, and (h) all obligations of others of the kind referred to
in clauses (a) to (f) above secured by (or for which the holder of such
obligation has an existing right, contingent or otherwise, to be secured by)
any Lien on property owned by such Person, whether or not the obligations
secured thereby have been assumed by such Person.

         "INDENTURE" means this Indenture, as amended, modified, supplemented
or restated from time to time, and shall include the form and terms of
Five-Year Notes established as contemplated hereby.

         "Indenture Obligations" means the obligations of Alderwoods to pay
principal of, premium, if any, and interest on, and other amounts payable in
respect of, the Five-Year Notes at the Stated Maturity of each such payment,
and (to the extent permitted by applicable law) as provided in the Five-Year
Notes, interest on overdue principal, if any, of, overdue interest, if any,
on, and other overdue amounts, if any, payable with respect to, the Five-Year
Notes and the performance of all other obligations of Alderwoods and the
Subsidiary Guarantors to the Trustee and the Holders (with respect to the
Five-Year Notes) under this Indenture, the Five-Year Notes and the Security
Agreement, according to the terms thereunder, and all other amounts due or to
become due under this Indenture and the Security Agreement.

         "INDEPENDENT FINANCIAL ADVISOR" means a firm (a) that does not, and
whose directors, officers and employees or Affiliates do not, have a direct
or indirect financial interest in Alderwoods and (b) that, in the judgment of
the Board of Directors of Alderwoods, is otherwise independent and qualified
to perform the task for which it is to be engaged.

                                      6

<PAGE>

         "INTERCREDITOR AGREEMENT" means the intercreditor and subordination
agreement among the Trustee, Alderwoods, the Subsidiary Guarantors, and the
Exit Facility Agent, as the same may be amended, restated, supplemented or
otherwise modified from time to time and any successor or replacement thereof
entered into in connection with any Refinancing, in whole or in part, of the
Exit Facility.

         "INTEREST PAYMENT DATE" means the Stated Maturity of an installment
of interest on the Five-Year Notes, as set forth therein.

         "INTEREST RATE PROTECTION AGREEMENT" means any arrangement with any
other Person whereby, directly or indirectly, such Person is entitled to
receive from time to time periodic payments calculated by applying either a
floating or a fixed rate of interest on a stated notional amount in exchange
for periodic payments made by such Person calculated by applying a fixed or a
floating rate of interest on the same notional amount and shall include,
without limitation, interest rate swaps, caps, floors, collars and similar
agreements.

         "INTEREST RATE PROTECTION OBLIGATIONS" means the obligations of any
Person under any Interest Rate Protection Agreement.

         "INVESTMENT" means, with respect to any Person, any direct or
indirect loan or other extension of credit, including any advance, or capital
contribution to, or guarantee of Indebtedness of, (by means of any transfer
of cash or other property to others or any payment for property or services
for the account or use of others), or any purchase or acquisition by such
Person of any Capital Stock (including securities not consisting of cash or
cash equivalents and received in connection with an asset sale or other
disposition of assets permitted hereunder), bonds, notes, debentures or other
securities or evidences of Indebtedness issued by, any other Person.
"INVESTMENTS" shall exclude extensions of trade credit by Alderwoods and its
Restricted Subsidiaries in the ordinary course of business in accordance with
normal trade practices of Alderwoods or such Restricted Subsidiary, as the
case may be.

         "LIEN" means any mortgage, charge, pledge, lien (statutory or
other), security interest, hypothecation, assignment for security, claim, or
preference or priority or other encumbrance upon or with respect to any
property of any kind. A Person shall be deemed to own subject to a Lien any
property that such Person has acquired or holds subject to the interest of a
vendor or lessor under any conditional sale agreement, capital lease or other
title retention agreement.

         "MATURITY DATE" means, with respect to any Five-Year Note, the date
on which any principal of such Five-Year Note becomes due and payable as
therein or herein provided, whether at the Stated Maturity with respect to
such principal or by declaration of acceleration, call for redemption or
purchase or otherwise.

         "MEASUREMENT DATE" means January 2, 2002.

         "MOODY'S" means Moody's Investors Service, Inc. and its successors
and assignees.

         "MORTGAGES" has the meaning given such term in the Exit Facility.

         "NET CASH PROCEEDS" means, with respect to any Asset Sale, the
proceeds thereof in the form of cash or Cash Equivalents including payments
in respect of deferred payment obligations when received in the form of cash
or Cash Equivalents (except to the extent that such obligations are financed
or sold with recourse to Alderwoods or any Restricted Subsidiary) net of (a)
reasonable and customary brokerage commissions and other fees and expenses
(including, without limitation, fees and expenses of legal counsel and
investment bankers) related to such Asset Sale, (b) provisions for all taxes
payable as a result of such Asset Sale, (c) amounts required to be paid to
any person (other than Alderwoods or any Restricted Subsidiary) owning a
beneficial interest (including a Lien) in the assets subject to the Asset
Sale, and (d) appropriate amounts to be provided by Alderwoods or any
Restricted Subsidiary, as the case may be, as a reserve required in
accordance with GAAP against any liabilities associated with such Asset Sale
and retained by Alderwoods or any Restricted Subsidiary, as the case may be,
after such Asset Sale, including, without limitation, pension and other
post-employment benefit liabilities, liabilities related to environmental
matters and liabilities under any indemnification obligations associated with
such Asset Sale, all as reflected in an Officers' Certificate delivered to
the Trustee; PROVIDED, HOWEVER, that (i) excess amounts set

                                      7

<PAGE>

aside for payment of taxes pursuant to clause (b) remaining after such taxes
have been paid in full or the statute of limitations therefore has expired
and (ii) amounts initially held in reserve pursuant to clause (d) no longer
so held shall at that time become Net Cash Proceeds.

         "OBLIGATIONS" has the meaning set forth in Section 12.01.

         "OFFICER" means the Chairman of the Board, the Chief Executive
Officer, the Chief Operating Officer, the President, any Executive Vice
President, any Senior Vice President, any Vice President, the Chief Financial
Officer, the Treasurer, the Secretary or the Controller of Alderwoods or any
other executive officer of Alderwoods whose office does not currently exist
but is created after the Measurement Date.

         "OFFICERS' CERTIFICATE" means a certificate signed by two Officers
or by an Officer and an Assistant Treasurer or Assistant Secretary of
Alderwoods and delivered to the Trustee.

         "OPINION OF COUNSEL" means a written opinion from legal counsel who
is reasonably acceptable to the Trustee. The counsel may be an employee of or
counsel to Alderwoods, any Restricted Subsidiary of Alderwoods or the Trustee.

         "PARI PASSU INDEBTEDNESS" means Indebtedness of Alderwoods that
ranks pari passu in right of payment with the Five-Year Notes.

         "PAYING AGENT" has the meaning set forth in Section 2.04, except
that, for the purposes of Section 4.11 and Articles 3 and 8, the Paying Agent
shall not be Alderwoods or a Subsidiary of Alderwoods or any of their
respective Affiliates.

         "PERMITTED HOLDERS" means Angelo Gordon & Co., L.P., a Delaware
limited partnership, Cerberus Capital Management, L.P., a Delaware limited
partnership, Franklin Mutual Advisers, LLC, a Delaware limited liability
company, GSCP (N.J.), L.P., a New Jersey limited partnership, and Oaktree
Capital Management, LLC, a California limited liability company, each
Affiliate of any of the foregoing, and any investment fund that is managed or
advised by any of the foregoing.

         "PERMITTED INDEBTEDNESS" means, without duplication, each of the
following:

         (a) Indebtedness under the Two-Year Notes, the Seven-Year Notes, and
the Unsecured Convertible Subordinated Notes;

         (b) Indebtedness of Alderwoods or any of its Restricted Subsidiaries
outstanding on the Measurement Date (which, with respect to Rose Hills
Holding Corp., a Delaware corporation, and its Subsidiaries, shall be deemed
to include $75,000,000 of Indebtedness under the Credit Agreement, dated as
of November 19, 1996, among Rose Hills Holding Corp., a Delaware corporation,
Rose Hills Company, a Delaware corporation, Goldman, Sachs & Co., The Bank of
Nova Scotia, and the lenders party thereto (including any Refinancing thereof
to which neither Alderwoods nor any Restricted Subsidiary (other than Rose
Hills Holding Corp., a Delaware corporation, or any of its Subsidiaries) is
party, the "ROSE HILLS CREDIT AGREEMENT") and $80,000,000 of Indebtedness
under senior subordinated notes issued pursuant to the Indenture, dated as of
November 15, 1996, between Rose Hills Company (f/k/a Rose Hills Acquisition
Corp.), a Delaware company, and United States Trust Company of New York, a
New York corporation (including any Refinancing thereof, the "ROSE HILLS
INDENTURE"), regardless of whether the entirety of such Indebtedness is
outstanding on the Measurement Date, which credit agreement and senior
subordinated notes are not in any way guaranteed by Alderwoods or any
Restricted Subsidiary other than Subsidiaries of Rose Hills Holding Corp., a
Delaware corporation) other than Indebtedness under the Exit Facility, the
Two-Year Notes, the Seven-Year Notes or the Unsecured Convertible
Subordinated Notes;

         (c) Indebtedness of Alderwoods under the Exit Facility and hereunder
in an aggregate principal amount at any one time outstanding not to exceed
$350,000,000;

                                      8

<PAGE>

         (d) Interest Rate Protection Obligations of Alderwoods covering
Indebtedness of Alderwoods or any of its Restricted Subsidiaries and Interest
Rate Protection Obligations of any Restricted Subsidiary covering
Indebtedness of such Restricted Subsidiary; PROVIDED, HOWEVER, that, in the
case of any such Interest Rate Protection Obligations, (i) any Indebtedness
to which any such Interest Rate Protection Obligations relate bears interest
at fluctuating interest rates and is otherwise permitted to be incurred under
Section 4.07 and (ii) the notional principal amount of any such Interest Rate
Protection Obligations does not exceed the principal amount of the
Indebtedness to which such Interest Rate Protection Obligations relate;

         (e) Indebtedness under Currency Agreements; PROVIDED, HOWEVER, that,
in the case of Currency Agreements that relate to Indebtedness, such Currency
Agreements do not increase the Indebtedness of Alderwoods and its Restricted
Subsidiaries outstanding other than as a result of fluctuations in foreign
currency exchange rates or by reason of fees, indemnities and compensation
payable thereunder;

         (f) Indebtedness arising from the honoring by a bank or other
financial institution of a check, draft or similar instrument inadvertently
(except in the case of daylight overdrafts) drawn against insufficient funds
in the ordinary course of business; PROVIDED, HOWEVER, that such Indebtedness
is extinguished within two Business Days of incurrence;

         (g) Indebtedness incurred in respect of surety bonds, performance
bonds, guarantees, letters of credit, or similar obligations in lieu thereof
provided in the ordinary course of business (including any Indebtedness
resulting from compliance with federal or state laws, orders or regulations
pertaining to funeral home, cemetery or crematory industries or operations);

         (h) Indebtedness of Alderwoods or any of its Restricted Subsidiaries
represented by letters of credit for the account of Alderwoods or any of its
Restricted Subsidiaries to provide security for workers' compensation claims,
payment obligations in connection with self-insurance or similar requirements
in the ordinary course of business;

         (i) (i) Indebtedness of Alderwoods the proceeds of which are used
solely to refinance (whether by amendment, renewal, extension or refunding)
Indebtedness of Alderwoods or any of its Restricted Subsidiaries and (ii)
Indebtedness of any Restricted Subsidiary the proceeds of which are used
solely to refinance (whether by amendment, renewal, extension or refunding)
Indebtedness of such Restricted Subsidiary, in each case other than the
Indebtedness refinanced, redeemed or retired on the Measurement Date or
Indebtedness contemplated by clause (d), (e), (f), (g) or (h) of this
covenant; PROVIDED, HOWEVER, that (x) the principal amount of Indebtedness
contemplated by this clause (i) (or, if such Indebtedness provides for an
amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration of the maturity thereof, the original issue price
of such Indebtedness) shall not exceed the sum of the principal amount of
Indebtedness so refinanced, plus the amount of any premium required to be
paid in connection with such refinancing pursuant to the terms of such
Indebtedness or the amount of any premium reasonably determined by the Board
of Directors of Alderwoods as necessary to accomplish such refinancing, plus
the amount of expenses in connection therewith and (y) in the case of
Indebtedness contemplated by this clause (i) to Refinance Indebtedness
subordinated in right of payment to the Five-Year Notes, such Refinanced
Indebtedness constitutes Indebtedness subordinated in right of payment to the
Five-Year Notes to at least the same extent and has an average maturity not
earlier than that of the Refinanced Indebtedness;

         (j) Indebtedness of Alderwoods or any of its Restricted Subsidiaries
represented by Capitalized Lease Obligations, mortgage financings or purchase
money obligations, in each case incurred for the purpose of financing all or
any part of the purchase price or cost of use, acquisition, construction or
improvement of assets used in the business of Alderwoods or such Restricted
Subsidiary, in an aggregate principal amount at any time outstanding,
including all Refinancing thereof, not to exceed $25,000,000;

         (k) intercompany Indebtedness between or among Alderwoods and any
Restricted Subsidiaries;

         (l) the guarantee by Alderwoods or any Restricted Subsidiary of
Indebtedness of Alderwoods or a Restricted Subsidiary contemplated by another
clause of this definition on the same basis;

                                      9

<PAGE>

         (m) Indebtedness consisting of the Subsidiary Guarantee of a
Subsidiary Guarantor and any Guarantee by Alderwoods or a Subsidiary
Guarantor of Indebtedness permitted under Section 4.07;

         (n) Indebtedness of Alderwoods or any of its Restricted Subsidiaries
under Canadian or United Kingdom credit facilities in an aggregate principal
amount at any one time outstanding not to exceed $20,000,000 and any
Refinancing thereof; and

         (o) Indebtedness incurred pursuant to the Restructuring Transactions.

         "PERMITTED INVESTMENTS" means any of the following: (a) Investments
in Alderwoods or any Subsidiary Guarantor of Alderwoods (including any Person
that pursuant to such Investment becomes a Subsidiary Guarantor of
Alderwoods) and any Person that is merged or consolidated with or into, or
transfers or conveys all or substantially all of its assets to, Alderwoods or
any Subsidiary Guarantor of Alderwoods at the time such Investment is made;
(b) Investments in Cash Equivalents; (c) Investments in Currency Agreements
on commercially reasonable terms entered into by Alderwoods or any of its
Restricted Subsidiaries in the ordinary course of business in connection with
the operations of the business of Alderwoods or its Restricted Subsidiaries
to hedge against fluctuations in foreign exchange rates constituting
Permitted Indebtedness; (d) loans or advances to officers, employees or
consultants of Alderwoods or any of its Restricted Subsidiaries for travel
and moving expenses in the ordinary course of business for bona fide business
purposes of Alderwoods or any of its Restricted Subsidiaries; (e) other loans
or advances to officers, employees or consultants of Alderwoods or any of its
Restricted Subsidiaries in the ordinary course of business for bona fide
business purposes of Alderwoods or any of its Restricted Subsidiaries not in
excess of $5,000,000 in the aggregate at any one time outstanding; (f)
Investments in evidences of Indebtedness, securities or other property
received from another Person by Alderwoods or any of its Restricted
Subsidiaries in connection with any bankruptcy proceeding or by reason of a
composition or readjustment of debt or a reorganization of such Person or as
a result of foreclosure, perfection or enforcement of any Lien in exchange
for evidences of Indebtedness, securities or other property of such Person
held by Alderwoods or any of its Restricted Subsidiaries, or for other
liabilities or obligations of such other Person to Alderwoods or any of its
Restricted Subsidiaries that were created, in accordance with the terms of
this Indenture; (g) Investments in Interest Rate Protection Agreements on
commercially reasonable terms entered into by Alderwoods or any of its
Restricted Subsidiaries in the ordinary course of business in connection with
the operations of Alderwoods or any of its Restricted Subsidiaries to hedge
against fluctuations in interest rates constituting Permitted Indebtedness;
(h) Investments of funds received by Alderwoods or any of its Restricted
Subsidiaries in the ordinary course of business, which funds are required to
be held in trust for the benefit of others by Alderwoods or such Restricted
Subsidiary, as the case may be, and which funds do not constitute assets or
liabilities of Alderwoods or such Restricted Subsidiary; (i) notes held by
Alderwoods or any Restricted Subsidiary that were obtained by Alderwoods or
such Restricted Subsidiary in connection with Asset Sales; (j) Investments
not in excess of $50,000,000 in the aggregate in Subsidiaries other than
Subsidiary Guarantors, PROVIDED that if any such Investment is in the form of
a loan to a Subsidiary, it is evidenced by a promissory note (secured by the
personal assets of that Subsidiary if such Subsidiary is organized under the
laws of any state or commonwealth of the United States) and which is included
in the Collateral; (k) Investments not in excess of $20,000,000 in the
aggregate in Subsidiaries other than Subsidiary Guarantors engaged in
insurance businesses conducted by Alderwoods or any of its Subsidiaries on
the Measurement Date or insurance businesses reasonably related thereto,
PROVIDED that if any such Investment is in the form of a loan to such
Subsidiary, it is evidenced by a promissory note (secured by the personal
assets of that Subsidiary if such Subsidiary is organized under the laws of
any state or commonwealth of the United States) and which is included in the
Collateral; (l) guarantees of any of the foregoing Investments; (m)
Investments in Subsidiaries existing on the Measurement Date; (n) Investments
in Restricted Subsidiaries other than Subsidiary Guarantors consisting of
short-term Indebtedness owed to any such Subsidiary arising from ordinary
course cash management transactions; (o) other Investments not in excess of
$500,000 in the aggregate evidenced by promissory notes included in the
Collateral; (p) investments in Restricted Subsidiaries other than Subsidiary
Guarantors by other such Restricted Subsidiaries that are not Subsidiary
Guarantors; and (q) investments in Restricted Subsidiaries other than
Subsidiary Guarantors resulting from liquidations, mergers, consolidations
(including the transfer of Capital Stock of Neweol Finance B.V. from Loewen
Investments Two (Gibraltar) to Loewen Luxembourg (No. 4) and capital
contributions in the form of forgiveness of Indebtedness) and the like of
such Restricted Subsidiaries that are not Subsidiary Guarantors occurring
within two weeks of the Measurement Date.

         "PERMITTED LIENS" means the following types of Liens:

                                     10

<PAGE>

         (a) Liens for taxes, assessments or governmental charges or claims
either (i) not delinquent or (ii) contested in good faith by appropriate
proceedings and as to which Alderwoods or any of its Restricted Subsidiaries
shall have set aside on its books such reserves as may be required pursuant
to GAAP and as to which foreclosure is stayed during the pending of such
proceeding;

         (b) statutory Liens of landlords and Liens of carriers,
warehousemen, mechanics, suppliers, materialmen, repairmen and other Liens
imposed by law incurred in the ordinary course of business for sums not yet
delinquent or being contested in good faith, if such reserve or other
appropriate provision, if any, as shall be required by GAAP shall have been
made in respect thereof;

         (c) Liens incurred or deposits made in the ordinary course of
business in connection with workers' compensation, unemployment insurance and
other types of social security, or to secure the performance of tenders,
statutory obligations, surety and appeal bonds, bids, leases, governmental
contracts, performance and return-of-money bonds and other similar
obligations (exclusive of obligations for the payment of borrowed money);

         (d) judgment Liens not giving rise to an Event of Default so long as
such Lien is adequately bonded and any appropriate legal proceedings which
may have been duly initiated for the review of such judgment shall not have
been finally terminated or the period within which such proceedings may be
initiated shall not have expired and as to which foreclosure is stayed during
the pending of such proceeding;

         (e) easements, rights-of-way, zoning restrictions, cemetery
dedications and restrictions and other similar charges or encumbrances in
respect of real property not interfering in any material respect with the
ordinary conduct of the business of Alderwoods or any of its Restricted
Subsidiaries;

         (f) any interest or title of a lessor under any Capitalized Lease
Obligation or operating lease;

         (g) any Lien existing on any asset of any Person at the time such
Person becomes a Restricted Subsidiary and not created in contemplation of
such event and provided such Lien is not spread to any other assets of
Alderwoods and its Restricted Subsidiaries;

         (h) any Lien on any asset securing Indebtedness incurred or assumed
for the purpose of financing all or any part of the cost of acquiring or
constructing such asset; PROVIDED, that such Lien attaches to such asset
concurrently with or within 18 months after the acquisition or completion
thereof;

         (i) any Lien on any asset of any Person existing at the time such
Person is merged or consolidated with or into Alderwoods or a Restricted
Subsidiary and not created in contemplation of such event and provided such
Lien is not spread to any other assets of Alderwoods and its Restricted
Subsidiaries;

         (j) any Lien existing on any asset prior to the acquisition thereof
by Alderwoods or a Restricted Subsidiary and not created in contemplation of
such acquisition;

         (k) Liens in favor of customs and revenue authorities arising as a
matter of law to secure payment of customs duties in connection with the
importation of goods;

         (l) any extension, renewal or replacement of any Lien contemplated
by the preceding clauses (g), (h), (i) or (j) hereof in respect of the same
property or assets theretofore subject to such Lien in connection with the
extension, renewal or refunding of the Indebtedness secured thereby; PROVIDED
that (i) such Lien shall attach solely to the same property or assets and
(ii) such extension, renewal or refunding of such Indebtedness shall be
without increase in the principal remaining unpaid as at the date of such
extension, renewal or refunding;

         (m) Liens securing obligations incurred under the Exit Facility;

         (n) Liens created under or pursuant to the Plan of Reorganization,
including the Liens provided for or deemed to attach in sections III.C.18,
III.C.19 and III.E of the Plan of Reorganization;

                                     11

<PAGE>

         (o) Interment rights of third parties regarding real property used
for burial purposes; and

         (p) Liens against Rose Hills Holding Corp., a Delaware corporation,
or any of its Subsidiaries or assets of any thereof securing the Rose Hills
Credit Agreement.

         "PERSON" means any individual, corporation, limited liability
company, partnership, joint venture, association, joint-stock company, trust,
charitable foundation, unincorporated organization, government or any agency
or political subdivision thereof, or any similar entity.

         "PHYSICAL NOTE" has the meaning set forth in Section 2.01.

         "PLAN OF REORGANIZATION" means the Fourth Amended Joint Plan of
Reorganization of Loewen Group International, Inc., Its Parent Corporation
and Certain of Their Debtor Subsidiaries, dated September 10, 2001, as filed
with the United States Bankruptcy Court for the District of Delaware in
Jointly Administered Case No. 99-1244 (PJW), as the same has been and may be,
from time to time, amended, supplemented or otherwise modified.

         "PREDECESSOR NOTES" means, with respect to any particular Five-Year
Note, every previous Five-Year Note evidencing all or a portion of the same
debt as that evidenced by such particular Five-Year Note; and, for the
purposes of this definition, any Five-Year Notes authenticated and delivered
under Section 2.08 hereof in exchange for mutilated Notes or in lieu of lost,
destroyed or stolen Five-Year Notes, shall be deemed to evidence the same
debt as the mutilated, lost, destroyed or stolen Five-Year Notes.

         "PREFERRED STOCK" means, with respect to any Person, any Capital
Stock of such Person that has preferential rights to any other Capital Stock
of such Person with respect to dividends or redemptions or upon liquidation.

         "REDEEMABLE CAPITAL STOCK" means any shares of any class or series
of Capital Stock that, either by the terms thereof, by the terms of any
security into which it is convertible, exchangeable or exercisable or by
contract or otherwise, is or upon the happening of an event or passage of
time would be, required to be redeemed prior to the one year anniversary of
Stated Maturity with respect to the principal of any Five-Year Note or is
redeemable at the option of the holder thereof at any time prior to the one
year anniversary of any such Stated Maturity, or is convertible into or
exchangeable for debt securities at any time prior to the one year
anniversary of any such Stated Maturity.

         "REDEMPTION DATE" means, with respect to any Five-Year Note to be
redeemed, the date fixed by Alderwoods for such redemption pursuant to this
Indenture and the terms of the Five-Year Notes.

         "REDEMPTION PRICE" means, with respect to any Five-Year Note to be
redeemed, the price fixed for such redemption pursuant to the terms of this
Indenture and the Five-Year Notes.

         "REFINANCE" means, in respect of any Indebtedness, to finance,
extend, renew, refund, repay, prepay, redeem, defease or retire, or to issue
other Indebtedness in exchange or replacement for, such indebtedness, in
whole or in part (including by way of a securitization transaction).
"REFINANCED" and "REFINANCING" have correlative meanings.

         "REGISTRAR" has the meaning set forth in Section 2.04.

         "RESTRICTED PAYMENTS" has the meaning set forth in Section 4.08.

         "RESTRICTED SUBSIDIARY" means any Subsidiary of Alderwoods other
than an Unrestricted Subsidiary.

         "RESTRUCTURING TRANSACTION" means any of the "Restructuring
Transactions", as such term is defined in the Plan of Reorganization.

                                     12

<PAGE>

         "ROSE HILLS CREDIT AGREEMENT" has the meaning set forth in clause
(b) of the definition of Permitted Indebtedness.

         "ROSE HILLS INDENTURE" has the meaning set forth in clause (b) of
the definition of Permitted Indebtedness.

         "RULE 144A" means Rule 144A under the Securities Act.

         "SALE-LEASEBACK TRANSACTION" of any Person means an arrangement with
any lender or investor or to which such lender or investor is a party
providing for the leasing by such Person of any property or asset of such
Person that has been or is being sold or transferred by such Person after the
acquisition thereof or the completion of construction or commencement of
operation thereof to such lender or investor or to any Person to whom funds
have been or are to be advanced by such lender or investor on the security of
such property or asset. The stated maturity of such arrangement shall be the
date of the last payment of rent or any other amount due under such
arrangement prior to the first date on which such arrangement may be
terminated by the lessee without payment of a penalty.

         "S&P" means Standard & Poor's Credit Market Services, a division of
The McGraw-Hill Companies, Inc., and its successors.

         "SECURITIES ACT" means the Securities Act of 1933, as amended and
the regulations promulgated thereunder.

         "SECURITY AGREEMENT" means the Security Agreement dated as of
January 2, 2002 among Alderwoods, the Subsidiary Guarantors and the
Collateral Agent, as amended, restated, supplemented and otherwise modified
from time to time in accordance with the terms thereof.

         "SEVEN-YEAR NOTES" means the securities issued under the Seven-Year
Unsecured Notes Indenture, as amended or supplemented from time to time, and
any Refinancing thereof in accordance with clause (i) of the definition of
Permitted Indebtedness.

         "SEVEN-YEAR INDENTURE" means the indenture, dated as of the date
hereof, between Alderwoods and Wells Fargo Bank Minnesota, National
Association providing for the issuance of 12 1/4% senior unsecured notes due
2009, as such indenture may be amended, modified, supplemented or restated in
accordance with the terms hereof, and any Refinancing thereof in accordance
with clause (i) of the definition of Permitted Indebtedness.

         "SIGNIFICANT SUBSIDIARY" means a Restricted Subsidiary that is a
"SIGNIFICANT SUBSIDIARY" as defined in Rule 1.02(w) of Regulation S-X under
the Securities Act.

         "SPECIAL FINANCE SUBSIDIARY" means a special purpose
bankruptcy-remote subsidiary established for purposes of facilitating one or
more securitization transactions.

         "STATED MATURITY" means, when used with respect to any Five-Year
Note or any installment of interest thereon, the date specified in such
Five-Year Note as the fixed date on which the principal of such Five-Year
Note or such installment of interest is due and payable, and when used with
respect to any other Indebtedness, means the date specified in the instrument
governing such Indebtedness as the fixed date on which the principal of such
Indebtedness, or any installment of interest thereon, is due and payable.

         "SUBSIDIARY" means, with respect to any Person, (a) a corporation a
majority of whose Voting Stock is at the time, directly or indirectly, owned
by such Person, by one or more Subsidiaries of such Person or by such Person
and one or more Subsidiaries thereof and (b) any other Person (other than a
corporation), including, without limitation, a joint venture, in which such
Person, one or more Subsidiaries thereof or such Person and one or more
Subsidiaries thereof, directly or indirectly, at the date of determination
thereof, has at least majority ownership interest entitled to vote in the
election of directors, managers or trustees thereof (or other Person
performing similar

                                     13

<PAGE>

functions). For purposes of this definition, any directors' qualifying shares
or investments by foreign nationals mandated by applicable law shall be
disregarded in determining the ownership of a Subsidiary.

         "SUBSIDIARY GUARANTOR" means each Subsidiary of Alderwoods that
executes this Indenture as a guarantor and each other Subsidiary of
Alderwoods that thereafter enters into a Subsidiary Guarantee pursuant to the
terms of this Indenture.

         "SUBSIDIARY GUARANTEE" means a Guarantee by a Subsidiary Guarantor
of Alderwoods' obligations with respect to the Five-Year Notes.

         "SURVIVING ENTITY" has the meaning set forth in Section 5.01.

         "TIA" means the Trust Indenture Act of 1939 (15 U.S. Code Sections
77aaa-77bbbb) as in effect on the Measurement Date.

         "TRUST OFFICER" means any officer in the Corporate Trust
Administration of the Trustee or any other officer of the Trustee customarily
performing functions similar to those performed by any of the
above-designated officers and also means, with respect to a particular
corporate trust matter, any other officer to whom such matter is referred
because of such officer's knowledge of and familiarity with the particular
subject.

         "TRUSTEE" means the party named as such in this Indenture until a
successor replaces such party (or any previous successor) in accordance with
the provisions of this Indenture, and thereafter means such successor.

         "TWO-YEAR NOTES" means the securities issued under the Two-Year
Unsecured Notes Indenture, as amended or supplemented from time to time, and
any Refinancing thereof in accordance with clause (i) of the definition of
Permitted Indebtedness.

         "TWO-YEAR INDENTURE" means the indenture, dated as of the date
hereof, between Alderwoods and Wells Fargo Bank Minnesota, National
Association providing for the issuance of 12 1/4% senior unsecured notes due
2004, as such indenture may be amended, modified, supplemented or restated in
accordance with the terms hereof, and any Refinancing thereof in accordance
with clause (i) of the definition of Permitted Indebtedness.

         "U.S. GOVERNMENT OBLIGATIONS" has the meaning set forth in Section
8.02.

         "UNRESTRICTED SUBSIDIARY" means each of (a) Loewen Life Insurance
Group, Inc., a Delaware corporation, any Subsidiary thereof, and any
successors to any of the foregoing and (b) any Subsidiary of Alderwoods
declared by the Board of Directors of Alderwoods to be an Unrestricted
Subsidiary; PROVIDED, that no such Subsidiary shall be declared to be an
Unrestricted Subsidiary unless (i) none of its properties or assets were
owned by Alderwoods or any of its Restricted Subsidiaries immediately prior
to the Measurement Date, other than any such assets as are transferred to
such Unrestricted Subsidiary in accordance with Section 4.08, (ii) its
properties and assets, to the extent that they secure Indebtedness, secure
only Non-Recourse Indebtedness and (iii) it has no Indebtedness other than
Non-Recourse Indebtedness. As used above, "NON-RECOURSE INDEBTEDNESS" means
Indebtedness as to which (a) neither Alderwoods nor any of its Subsidiaries
(other than the relevant Unrestricted Subsidiary or another Unrestricted
Subsidiary) (i) provides credit support (including any undertaking, agreement
or instrument that would constitute Indebtedness), (ii) guarantees or is
otherwise directly or indirectly liable, or (iii) constitutes the lender (in
each case, other than in compliance with Section 4.08) and (b) no default
with respect to such Indebtedness (including any rights that the holders
thereof may have to take enforcement action against the relevant Unrestricted
Subsidiary or its assets) would permit (upon notice, lapse of time or both)
any holder of any other Indebtedness of Alderwoods or its Subsidiaries (other
than Unrestricted Subsidiaries) to declare a default on such other
Indebtedness or cause the payment thereof to be accelerated or payable prior
to its stated maturity.

         "UNSECURED CONVERTIBLE SUBORDINATED NOTES" means the securities
issued under the Unsecured Convertible Subordinated Notes Indenture, as
amended or supplemented from time to time, and any Refinancing thereof in
accordance with clause (i) of the definition of Permitted Indebtedness.

                                     14

<PAGE>

         "UNSECURED CONVERTIBLE SUBORDINATED NOTES INDENTURE" means the
indenture, dated as of the date hereof, between Alderwoods and Wells Fargo
Bank Minnesota, National Association, providing for the issuance of 12 1/4%
unsecured convertible subordinated notes due 2012, as such indenture may be
amended, modified, supplemented or restated in accordance with the terms
hereof, and any Refinancing thereof in accordance with clause (i) of the
definition of Permitted Indebtedness.

         "VOTING STOCK" means any class or classes of Capital Stock pursuant
to which the holders thereof have the general voting power under ordinary
circumstances to elect at least a majority of the board of directors,
managers or trustees of any Person (irrespective of whether, at the time,
Capital Stock of any other class or classes shall have, or might have, voting
power by reason of the happening of any contingency).

         "WHOLLY OWNED SUBSIDIARY" means any Subsidiary of which 100% of the
outstanding Capital Stock is owned by Alderwoods or one or more Wholly Owned
Subsidiaries of Alderwoods or by Alderwoods and one or more Wholly Owned
Subsidiaries of Alderwoods. For purposes of this definition, any directors'
qualifying shares or investments by foreign nationals mandated by applicable
law shall be disregarded in determining the ownership of a Subsidiary.

SECTION 1.02      INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.

         Whenever this Indenture refers to a provision of the TIA, the
provision is incorporated by reference in and made a part of this Indenture.
The following TIA terms used in this Indenture have the following meanings:

         "INDENTURE SECURITIES" means the Five-Year Notes;

         "INDENTURE SECURITY HOLDER" means a Holder;

         "INDENTURE TO BE QUALIFIED" means this Indenture;

         "INDENTURE TRUSTEE" or "INSTITUTIONAL TRUSTEE" means the Trustee; and

         "OBLIGOR" on the indenture securities means Alderwoods or any other
obligor on the Five-Year Notes.

         All other TIA terms used in this Indenture that are defined by the
TIA, defined by TIA reference to another statute or defined by Commission
rule and not otherwise defined herein have the meanings assigned to them
therein.

SECTION 1.03      RULES OF CONSTRUCTION.

         For all purposes of this Indenture, except as otherwise expressly
provided or unless the context otherwise requires:

         (a) words in the singular include the plural, and words in the
plural include the singular;

         (b) "or" is not exclusive;

         (c) all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with GAAP;

         (d) the words "herein", "hereof" and "hereunder" and other words of
similar import refer to this Indenture as a whole and not to any particular
Article, Section or other subdivision; and

         (e) all references to "$" or "dollars" shall refer to the lawful
currency of the United States of America.

                                     15

<PAGE>
                                   ARTICLE 2

                               THE FIVE-YEAR NOTES

         SECTION 2.01      ISSUANCE OF FIVE-YEAR NOTES.

         The aggregate principal amount of Five-Year Notes which may be
outstanding at any time under this Indenture may not exceed $250,000,000 at any
time, except to the extent permitted by Sections 2.08 and 2.17. Upon the
execution and delivery of this Indenture, Five-Year Notes in an aggregate
principal amount of $250,000,000, and such additional amount as provided for in
Section 2.17, may be executed by Alderwoods and delivered to the Trustee for
authentication. The Five-Year Notes will be secured general obligations of
Alderwoods.

         The Five-Year Notes under this Indenture are being issued pursuant to
the Plan of Reorganization which provides, among other things, that the
Five-Year Notes and certain other securities are being issued in exchange for
and in satisfaction of certain claims against Alderwoods, The Loewen Group Inc.
(the former parent company of Alderwoods) or certain Debtor Subsidiaries (as
defined in the Plan of Reorganization) of Alderwoods or The Loewen Group Inc. As
a condition precedent to the receipt, pursuant to the Plan of Reorganization, of
a Global Note or a Physical Note initially issued by Alderwoods, each holder of
Allowed Claims (as defined in the Plan of Reorganization) entitled to receive
Five-Year Notes pursuant to the Plan of Reorganization must, except as otherwise
provided in the Plan of Reorganization, tender to the Disbursing Agent (as
defined in the Plan of Reorganization) the securities in exchange for which the
Five-Year Notes are being issued hereunder in accordance with the Plan of
Reorganization and the confirmation order relating thereto. Accordingly,
Five-Year Notes may be issued on different dates commencing on the Measurement
Date, and special provision will be made in accordance with the Plan of
Reorganization and the confirmation order relating thereto with respect to
procedures for issuance of Five-Year Notes and certain deductions that may be
made by the Disbursing Agent from amounts otherwise payable in respect of
accrued interest on Five-Year Notes first issued on or after June 15, 2002. No
Five-Year Note will be deemed outstanding for purposes of exercising voting or
similar rights of a Holder pursuant to this Indenture unless and until it or a
Predecessor Note has been issued to the Holder in compliance with such
conditions of issuance as may be set forth in the Plan of Reorganization or the
confirmation order relating thereto. Receipt by the Trustee of an authentication
order from Alderwoods or the Disbursing Agent will be sufficient evidence of
compliance with such conditions. If the date of issuance of any Five-Year Note
is on or after June 15, 2002, the Disbursing Agent will deliver to the Holder,
together with such Five-Year Note, an amount of cash equal to the amount of
interest payable thereon from the Measurement Date to the Interest Payment Date
immediately preceding such date of issuance or to the date of issuance if such
date is an Interest Payment Date; PROVIDED, HOWEVER, that there will be deducted
therefrom an amount equal to any taxes paid or payable in respect of such
Five-Year Note, and an amount sufficient to compensate the Trustee, Alderwoods
and the Disbursing Agent for their reasonable expenses of administering such
Five-Year Note from the Measurement Date to the date of its issuance.

         The Five-Year Notes and the Trustee's certificate of authentication
thereon shall be in substantially the form of Exhibit A or B hereto, with such
appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Indenture and may have such letters, numbers or
other marks of identification and such legends or endorsements placed thereon as
may be required to comply with any applicable law or with the rules of any
securities exchange or as may, consistently herewith, be determined by the
Officers executing such Five-Year Notes, as evidenced by their execution
thereof. The Five-Year Notes shall be issuable only in registered form without
coupons and only in denominations of $100 and integral multiples thereof.

         The definitive Five-Year Notes shall be printed, typewritten,
lithographed or engraved or produced by any combination of these methods or may
be produced in any other manner permitted by the rules of any securities
exchange on which the Five-Year Notes may be listed, all as determined by the
Officers executing such Five-Year Notes, as evidenced by their execution of such
Five-Year Notes. Each Five-Year Note shall be dated the date of its
authentication.

         In accordance with the terms of the Plan of Reorganization and subject
to the penultimate paragraph of this Section 2.01, Five-Year Notes shall be
issued in the form of one or more permanent global Five-Year Notes substantially
in the form set forth in Exhibit A hereto (the "GLOBAL NOTE") deposited with, or
on behalf of, the Depositary or with the Trustee, as custodian for the
Depositary, duly executed by Alderwoods and authenticated by


                                      16
<PAGE>

the Trustee as hereinafter provided. The aggregate principal amount of the
Global Note may from time to time be increased or decreased by adjustments
made on the records of the Depositary or its nominee, or of the Trustee, as
custodian for the Depositary or its nominee, as hereinafter provided.

         Each holder of an Allowed Claim entitled to receive Five-Year Notes
pursuant to the Plan of Reorganization who has tendered the securities
representing such holder's Allowed Claim and otherwise complied with the terms
of the Plan of Reorganization but is not eligible to hold a Global Note shall be
issued Five-Year Notes in the form of permanent certificated Five-Year Notes in
registered form in substantially the form set forth in Exhibit B hereto (the
"PHYSICAL NOTES"). Five-Year Notes issued pursuant to Section 2.09 in exchange
for interests in the Global Note shall be in the form of Physical Notes.

         The terms and provisions contained in the form of the Five-Year Notes,
annexed hereto as Exhibits A and B, shall constitute, and are hereby expressly
made, a part of this Indenture and, to the extent applicable, Alderwoods and the
Trustee, by their execution and delivery of this Indenture, expressly agree to
such terms and provisions and to be bound thereby.

         SECTION 2.02      RESTRICTIVE LEGEND.

         Each Global Note shall bear the following legend on the face thereof:

         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ALDERWOODS OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL NOTE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR
TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF
THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN ARTICLE 2 OF THE INDENTURE.

         SECTION 2.03      EXECUTION AND AUTHENTICATION.

         Two Officers shall execute the Five-Year Notes on behalf of Alderwoods
by either manual or facsimile signature. If an Officer whose signature is on a
Five-Year Note no longer holds that office at the time the Trustee authenticates
the Five-Year Note or at any time thereafter, the Five-Year Note shall be valid
nevertheless.

         A Five-Year Note shall not be valid until an authorized signatory of
the Trustee manually signs the certificate of authentication on the Five-Year
Note. Such signature shall be conclusive evidence that the Five-Year Note has
been authenticated under this Indenture.

         The Trustee shall authenticate Five-Year Notes for original issue upon
receipt of an Officers' Certificate signed by two Officers of Alderwoods
directing the Trustee to authenticate the Five-Year Notes and certifying that
all conditions precedent to the issuance of the Five-Year Notes contained herein
have been complied with.

         With the prior written approval of Alderwoods, the Trustee may appoint
an authenticating agent acceptable to Alderwoods to authenticate Five-Year
Notes. Unless limited by the terms of such appointment, an authenticating agent
may authenticate Five-Year Notes whenever the Trustee may do so. Each reference
in this Indenture to authentication by the Trustee includes authentication by
such agent. Such authenticating agent shall have the same rights as the Trustee
in any dealings hereunder with Alderwoods or with any of Alderwoods' Affiliates.


                                      17
<PAGE>

         SECTION 2.04      REGISTRAR AND PAYING AGENT.

         Alderwoods shall maintain an office or agency (which shall be located
in the Borough of Manhattan, the City of New York, State of New York) where
Five-Year Notes may be presented for registration of transfer or for exchange
(the "REGISTRAR"), an office or agency (which shall be located in the Borough of
Manhattan, the City of New York, State of New York) where Five-Year Notes may be
presented for payment of principal, premium, if any, and interest (the "PAYING
AGENT") and an office or agency where notices and demands to or upon Alderwoods
in respect of the Five-Year Notes and this Indenture may be served. The
Registrar shall keep a register of the Five-Year Notes and of their transfer and
exchange. Alderwoods may have one or more co-Registrars and one or more
additional paying agents. The term "PAYING AGENT" includes any additional paying
agent. Alderwoods may change any Paying Agent, Registrar or co-Registrar upon 30
days' notice to the Trustee. Except as otherwise expressly provided in this
Indenture, Alderwoods or any Affiliate thereof may act as Paying Agent,
Registrar or co-Registrar. Alderwoods shall enter into an appropriate agency
agreement with any Registrar or Paying Agent not a party to this Indenture,
which shall incorporate the provisions of the TIA. The agreement shall implement
the provisions of this Indenture that relate to such Registrar or Paying Agent.
Alderwoods shall notify the Trustee of the name and address of any such
Registrar or Paying Agent. If Alderwoods fails to maintain a Registrar, Paying
Agent or agent for service of notices and demands, or fails to give the
foregoing notice, the Trustee shall act as such and shall be entitled to
appropriate compensation in accordance with Section 7.08. Alderwoods initially
appoints the Trustee as Registrar, Paying Agent and agent for service of notices
and demands in connection with the Five-Year Notes.

         SECTION 2.05      PAYING AGENT TO HOLD MONEY IN TRUST.

         Each Paying Agent shall hold in trust for the benefit of Holders or the
Trustee all money held by the Paying Agent for the payment of principal of,
premium, if any, or interest on the Five-Year Notes (whether such money has been
distributed to it by Alderwoods or any other obligor on the Five-Year Notes),
and Alderwoods (or any other obligor on the Five-Year Notes) and the Paying
Agent shall notify the Trustee of any default by Alderwoods (or any other
obligor on the Five-Year Notes) in making any such payment. If Alderwoods or an
Affiliate of Alderwoods acts as Paying Agent, it shall segregate the money and
hold it as a separate trust fund. Alderwoods at any time may require a Paying
Agent to distribute all money held by it to the Trustee and account for any
funds disbursed and the Trustee may at any time during the continuance of Event
of Default under Section 6.01 (a) or (b) with respect to the Five-Year Notes,
upon written request to a Paying Agent, require such Paying Agent to pay all
money held by it to the Trustee and to account for any funds distributed. Upon
doing so, the Paying Agent (other than an obligor on the Five-Year Notes) shall
have no further liability for the money so paid over to the Trustee.

         SECTION 2.06      HOLDER LISTS.

         The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
Holders and shall otherwise comply with TIA Section 312(a). If the Trustee is
not the Registrar, Alderwoods shall furnish to the Trustee at least ten Business
Days before each Interest Payment Date and at such other times as the Trustee
may request in writing a list in such form and as of such date as the Trustee
may reasonably require of the names and addresses of Holders, which list may be
conclusively relied upon by the Trustee.

         SECTION 2.07      TRANSFER AND EXCHANGE.

         When Five-Year Notes are presented to the Registrar or a co-Registrar
with a request to register the transfer of such Five-Year Notes or to exchange
such Five-Year Notes for an equal principal amount of Five-Year Notes of other
authorized denominations, the Registrar or co-Registrar shall register the
transfer or make the exchange as requested if its requirements for such
transaction are met; PROVIDED, HOWEVER, that the Five-Year Notes surrendered for
transfer or exchange shall be duly endorsed or accompanied by a written
instrument of transfer in form satisfactory to the Registrar or co-Registrar,
duly executed by the Holder thereof or such Holder's attorney duly authorized in
writing. To permit registrations of transfers and exchanges, Alderwoods shall
execute and the Trustee shall authenticate Five-Year Notes at the Registrar's or
co-Registrar's request. No service charge shall be made for any transfer,
exchange or redemption, but Alderwoods may require payment of a sum sufficient
to cover any transfer tax or similar


                                      18
<PAGE>

governmental charge payable in connection therewith (other than any such
transfer taxes or similar governmental charge payable upon exchanges or
transfers pursuant to Sections 3.07 or 9.05). The Registrar or co-Registrar
shall not be required to register the transfer of or exchange of any
Five-Year Note (i) during a period beginning at the opening of business 15
days before the mailing of a notice of redemption of Five-Year Notes and
ending at the close of business on the day of such mailing and (ii) selected
for redemption in whole or in part pursuant to Article 3, except the
unredeemed portion of any Five-Year Note being redeemed in part.

         Any Holder of the Global Note shall, by acceptance of such Global Note,
agree that transfers of beneficial interests in such Global Note may be effected
only through a book-entry system maintained by the Holder of such Global Note
(or its agent), and that ownership of a beneficial interest in the Five-Year
Note shall be required to be reflected in a book entry.

         SECTION 2.08      REPLACEMENT NOTES.

         If a mutilated Five-Year Note is surrendered to the Trustee or if the
Holder of a Five-Year Note claims that the Five-Year Note has been lost,
destroyed or wrongfully taken, Alderwoods shall issue and the Trustee shall
authenticate a replacement Five-Year Note if the Trustee's requirements are
satisfied. If required by the Trustee or Alderwoods, such Holder must provide an
indemnity bond or other indemnity, sufficient in the judgment of both Alderwoods
and the Trustee, to protect Alderwoods, the Trustee or any Paying Agent or
Registrar from any loss that any of them may suffer if a Five-Year Note is
replaced. Alderwoods may charge such Holder for its reasonable, out-of-pocket
expenses in replacing a Five-Year Note, including reasonable fees and expenses
of counsel. Every replacement Five-Year Note is an additional obligation of
Alderwoods.

         SECTION 2.09      BOOK-ENTRY PROVISIONS FOR GLOBAL NOTE.

         (a) The Global Note initially shall (i) be registered in the name of
the Depositary for such Global Note or the nominee of such Depositary, (ii) be
deposited with, or on behalf of, the Depositary or with the Trustee, as
custodian for such Depositary, and (iii) bear a legend as set forth in Section
2.02. Members of, or participants in, the Depositary ("AGENT MEMBERS") shall
have no rights under this Indenture with respect to any Global Note held on
their behalf by the Depositary, or the Trustee as its custodian, or under the
Global Note, and the Depositary may be treated by Alderwoods, the Trustee and
any agent of Alderwoods or the Trustee as the absolute owner of such Global Note
for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall
prevent Alderwoods, the Trustee or any agent of Alderwoods or the Trustee from
giving effect to any written certification, proxy or other authorization
furnished by the Depositary or shall impair, as between the Depositary and its
Agent Members, the operation of customary practices governing the exercise of
the rights of a Holder of any Five-Year Note.

         (b) Transfers of the Global Note shall be limited to transfers of such
Global Note in whole, but not in part, to the Depositary, its successors or
their respective nominees. Interests of beneficial owners in the Global Note may
be transferred in accordance with the rules and procedures of the Depositary. In
addition, Physical Notes shall be issued to all beneficial owners in exchange
for their beneficial interests in the Global Note if (i) the Depositary notifies
Alderwoods that it is unwilling or unable to continue as Depositary for the
Global Note and a successor depositary is not appointed by Alderwoods within 90
days of such notice or (ii) an Event of Default has occurred and is continuing
and the Registrar has received a request for such exchange from the Depositary.

         (c) In connection with any transfer of a portion of the beneficial
interest in the Global Note pursuant to Section 2.09(b) to beneficial owners who
are required to hold Physical Notes, the Registrar shall reflect on its books
and records the date and a decrease in the principal amount of the Global Note
in an amount equal to the principal amount of the beneficial interest in the
Global Note to be transferred, and Alderwoods shall execute, and the Trustee
shall authenticate and deliver, one or more Physical Notes of like tenor and
amount.

         (d) In connection with the transfer of the entire Global Note to
beneficial owners pursuant to Section 2.09(b), the Global Note shall be deemed
to be surrendered to the Trustee for cancellation, and Alderwoods shall execute,
and the Trustee shall authenticate and deliver, to each beneficial owner
identified by the Depositary in exchange for its beneficial interest in the
Global Note an equal aggregate principal amount of Physical Notes of authorized
denominations.


                                      19
<PAGE>

         (e) The Holder of the Global Note may grant proxies and otherwise
authorize any Person, including Agent Members and Persons that may hold
interests through Agent Members, to take any action that a Holder is entitled to
take under this Indenture or the Five-Year Notes.

         (f) Any beneficial owner of interests in a Global Note may request, and
upon request shall be issued, Physical Notes in accordance with the procedures
of the Depositary. In connection with the execution, authentication and delivery
of such Physical Notes, the Registrar shall reflect on its books and records a
decrease in the principal amount of the relevant Global Note equal to the
principal amount of such Physical Notes and Alderwoods shall execute and the
Trustee shall authenticate and deliver one or more Physical Notes having an
equal aggregate principal amount.

         SECTION 2.10      OUTSTANDING FIVE-YEAR NOTES.

         Five-Year Notes outstanding at any time are all the Five-Year Notes
that have been authenticated by the Trustee except those canceled by it, those
delivered to it for cancellation and those described in this Section as not
outstanding. A Five-Year Note shall cease to be outstanding if Alderwoods or any
of its Subsidiaries holds the Five-Year Note.

         If a Five-Year Note is replaced pursuant to Section 2.07 (other than a
mutilated Five-Year Note surrendered for replacement), it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Five-Year Note is held by a bona fide purchaser. A mutilated Five-Year
Note ceases to be outstanding upon surrender of such Five-Year Note and
replacement thereof pursuant to Section 2.07.

         If on a Redemption Date or a Maturity Date the Paying Agent (other than
Alderwoods or an Affiliate of Alderwoods) holds cash sufficient to pay all of
the principal and interest due on the Five-Year Notes payable on that date, and
is not prohibited from paying such cash to the Holders of such Five-Year Notes
pursuant to the terms of this Indenture, then on and after that date such
Five-Year Notes cease to be outstanding and interest on them shall cease to
accrue.

         SECTION 2.11      TREASURY NOTES.

         In determining whether the Holders of the required principal amount of
Five-Year Notes have concurred in any direction, waiver or consent, Five-Year
Notes owned by Alderwoods or any of its Affiliates shall be disregarded, except
that, for the purposes of determining whether the Trustee shall be protected in
relying on any such direction, waiver or consent, only Five-Year Notes that the
Trustee knows or has reason to know are so owned shall be disregarded.

         SECTION 2.12      TEMPORARY NOTES.

         Until definitive Five-Year Notes are prepared and ready for delivery,
Alderwoods may prepare and the Trustee shall authenticate temporary Five-Year
Notes. Temporary Five-Year Notes shall be substantially in the form of
definitive Five-Year Notes but may have variations that Alderwoods considers
appropriate for temporary Five-Year Notes. Without unreasonable delay,
Alderwoods shall prepare and the Trustee shall authenticate definitive Five-Year
Notes in exchange for temporary Five-Year Notes. Until such exchange, temporary
Five-Year Notes shall be entitled to the same rights, benefits and privileges as
definitive Five-Year Notes. Holders of temporary Five-Year Notes shall be
entitled to all benefits of this Indenture.

         SECTION 2.13      CANCELLATION.

         Alderwoods at any time may deliver Five-Year Notes to the Trustee for
cancellation. The Registrar and the Paying Agent shall forward to the Trustee
any Five-Year Notes surrendered to them for transfer, exchange or payment. The
Trustee, or at the direction of the Trustee, the Registrar or the Paying Agent
(other than Alderwoods or an Affiliate of Alderwoods), and no one else, shall
promptly cancel and dispose of all Five-Year Notes surrendered for transfer,
exchange, payment or cancellation, subject to the record retention requirements
of the Exchange Act. Subject to Section 2.08, Alderwoods may not issue new
Five-Year Notes to replace Five-Year Notes


                                      20
<PAGE>

that it has paid or delivered to the Trustee for cancellation. If Alderwoods
shall acquire any of the Five-Year Notes, such acquisition shall not operate
as a redemption or satisfaction of the Indebtedness represented by such
Five-Year Notes unless and until the same are surrendered to the Trustee for
cancellation pursuant to this Section 2.13.

         SECTION 2.14      DEFAULTED INTEREST.

         If Alderwoods defaults on a payment of interest on the Five-Year Notes,
it shall pay the defaulted interest, plus (to the extent permitted by law) any
interest payable on the defaulted interest, in accordance with the terms hereof,
to the Persons who are Holders on a subsequent special record date, which date
shall be at least five Business Days prior to the payment date. Alderwoods shall
fix such special record date and payment date in a manner satisfactory to the
Trustee. At least 15 days before such special record date, Alderwoods shall mail
to each Holder a notice that states the special record date, the payment date
and the amount of defaulted interest, and interest payable on such defaulted
interest, if any, to be paid.

         SECTION 2.15      CUSIP NUMBER.

         Alderwoods in issuing the Five-Year Notes may use a "CUSIP" number with
respect to the Five-Year Notes (if then generally in use), and if so, the
Trustee may use the CUSIP numbers in notices of redemption or exchange as a
convenience to Holders; PROVIDED, HOWEVER, that any such notice may state that
no representation is made as to the correctness or accuracy of the CUSIP number
printed in the notice or on the Five-Year Notes, and that reliance may be placed
only on the other identification numbers printed on the Five-Year Notes.
Alderwoods will promptly notify the Trustee of any change in the CUSIP number.

         SECTION 2.16      DEPOSIT OF MONEYS.

         On or before each Interest Payment Date and Maturity Date, Alderwoods
shall deposit with the Trustee or Paying Agent in immediately available funds
money sufficient to make cash payments, if any, due on such Interest Payment
Date or Maturity Date, as the case may be, in a timely manner that permits the
Paying Agent to remit payment to the Holders on such Interest Payment Date or
Maturity Date, as the case may be.

         SECTION 2.17      ISSUANCE OF NOTES IN EXCESS OF $250,000,000
PURSUANT TO PLAN OF REORGANIZATION.

         Alderwoods may issue and have outstanding at any time under this
Indenture an aggregate principal amount of Five-Year Notes exceeding
$250,000,000 to the extent required as a result of the application of the
rounding provisions set forth in Section VI.H.3.b of the Plan of Reorganization.

                                   ARTICLE 3

                          REDEMPTION OF FIVE-YEAR NOTES

         SECTION 3.01      OPTIONAL REDEMPTION.

         The Five-Year Notes are redeemable in whole or in part at the option of
Alderwoods at 100% of the stated principal amount plus accrued and unpaid
interest to (but not including) the Redemption Date. If Alderwoods elects to
redeem any Five-Year Notes, in whole or in part, it shall notify the Trustee of
the Redemption Date and principal amount of Five-Year Notes to be redeemed.

         Alderwoods shall notify the Trustee by an Officers' Certificate,
stating that such redemption will comply with the provisions hereof and of such
Five-Year Notes, of any optional redemption at least 45 days before the
Redemption Date (unless a shorter period is satisfactory to the Trustee).


                                      21
<PAGE>

         SECTION 3.02      MANDATORY REDEMPTION.

         The Five-Year Notes are subject to mandatory redemption on the
following anniversary dates of the Measurement Date (if any such date is not a
Business Day, then instead on the next following Business Day) in the following
principal amounts, if such amount is outstanding on the applicable anniversary
date:

<TABLE>
<CAPTION>
         ANNIVERSARY                OUTSTANDING PRINCIPAL AMOUNT

<S>                                         <C>
         First                              $10,000,000

         Second                             $20,000,000

         Third                              $30,000,000

         Fourth                             $40,000,000
</TABLE>

         SECTION 3.03      SELECTION OF FIVE-YEAR NOTES TO BE REDEEMED.

         If less than all the Five-Year Notes are to be redeemed, the particular
Five-Year Notes or portions thereof to be redeemed shall be selected from the
outstanding Five-Year Notes not previously called for redemption either (a) by
such method as the Trustee considers to be fair and appropriate or (b) in such
manner as complies with the requirements of the principal national securities
exchange, if any, on which the Five-Year Notes being redeemed are listed. The
amounts to be redeemed shall be equal to $100 or any integral multiple thereof.

         The amount of Five-Year Notes shall be calculated as the aggregate
principal amount of Five-Year Notes originally issued hereunder less the
aggregate principal amount of any Five-Year Notes previously redeemed. The
Trustee shall make the selection not more than 60 days and not less than 30 days
before the Redemption Date from outstanding Five-Year Notes not previously
called for redemption.

         The Trustee shall promptly notify Alderwoods and the Registrar in
writing of the Five-Year Notes selected for redemption and, in the case of any
Five-Year Notes selected for partial redemption, the principal amount thereof to
be redeemed. For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to redemption of Five-Year Notes shall relate,
in the case of any Five-Year Note redeemed or to be redeemed only in part, to
the portion of the principal amount of such Five-Year Note that has been or is
to be redeemed.

         SECTION 3.04      NOTICE OF REDEMPTION.

         Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not less than 10 nor more than 60 days prior to the Redemption
Date, to each Holder of Five-Year Notes to be redeemed, at the address of such
Holder appearing in the Five-Year Note register maintained by the Registrar.

         All notices of redemption shall identify the Five-Year Notes to be
redeemed and shall state:

         (a) the Redemption Date;

         (b) the Redemption Price and the amount of accrued interest, if any, to
be paid;

         (c) that, unless Alderwoods defaults in making the redemption payment,
interest on Five-Year Notes called for redemption ceases to accrue on and after
the Redemption Date, and the only remaining right of the Holders of such
Five-Year Notes is to receive payment of the Redemption Price and accrued
interest, if any, upon surrender to the Paying Agent of the Five-Year Notes
redeemed;

         (d) if any Five-Year Note is to be redeemed in part, the portion of the
principal amount (equal to $100 or any integral multiple thereof) of such
Five-Year Note to be redeemed and that on and after the Redemption Date, upon
surrender for cancellation of such original Five-Year Note to the Paying Agent,
a new Five-


                                      22
<PAGE>

Year Note or Five-Year Notes in the aggregate principal amount equal to the
unredeemed portion thereof will be issued without charge to the Holder;

         (e) that Five-Year Notes called for redemption must be surrendered to
the Paying Agent to collect the Redemption Price and accrued interest, if any,
and the name and address of the Paying Agent;

         (f) the CUSIP number, if any, relating to such Five-Year Notes, but no
representation is made as to the correctness or accuracy of any such CUSIP
numbers; and

         (g) the paragraph of the Five-Year Notes or Section of this Indenture
pursuant to which the Five-Year Notes are being redeemed.

         Notice of redemption of Five-Year Notes to be redeemed at the election
of Alderwoods shall be given by Alderwoods or, and in the case of notice of
redemption of Five-Year Notes subject to mandatory redemption, at Alderwoods'
written request and expense, by the Trustee in the name of Alderwoods.

         SECTION 3.05      EFFECT OF NOTICE OF REDEMPTION.

         Once notice of redemption is mailed, Five-Year Notes called for
redemption become due and payable on the Redemption Date and at the Redemption
Price. Upon surrender to the Paying Agent, such Five-Year Notes called for
redemption shall be paid at the Redemption Price plus accrued and unpaid
interest to the Redemption Date.

         SECTION 3.06      DEPOSIT OF REDEMPTION PRICE.

         On or prior to any Redemption Date, Alderwoods shall deposit with the
Paying Agent an amount of money in same day funds sufficient to pay the
Redemption Price of, and accrued interest on, all the Five-Year Notes or
portions thereof that are to be redeemed on that date, other than Five-Year
Notes or portions thereof called for redemption on that date that have been
delivered by Alderwoods to the Trustee for cancellation. The Paying Agent shall
promptly return to Alderwoods any money deposited with the Paying Agent by
Alderwoods in excess of the amounts necessary to pay the Redemption Price of,
and accrued and unpaid interest on, all Five-Year Notes to be redeemed.

         If Alderwoods complies with the preceding paragraph, then, unless
Alderwoods defaults in the payment of such Redemption Price, interest on the
Five-Year Notes to be redeemed will cease to accrue on and after the applicable
Redemption Date, whether or not such Five-Year Notes are presented for payment.
If any Five-Year Note called for redemption shall not be so paid upon surrender
thereof for redemption, the principal, premium, if any, and, to the extent
lawful, accrued and unpaid interest thereon shall, until paid, bear interest
from the Redemption Date at the rate provided in the Five-Year Notes.

         SECTION 3.07      FIVE-YEAR NOTES REDEEMED OR PURCHASED IN PART.

         Upon surrender to the Paying Agent of a Five-Year Note that is to be
redeemed in part, Alderwoods shall execute and the Trustee shall authenticate
and deliver to the Holder of such Five-Year Note without service charge, a new
Five-Year Note or Five-Year Notes of any authorized denomination as requested by
such Holder in aggregate principal amount equal to, and in exchange for, the
unredeemed portion of the principal of the Five-Year Note so surrendered that is
not redeemed.

         SECTION 3.08      AVAILABILITY FEE.

         Within five Business Days after the third anniversary of the
Measurement Date, Alderwoods will pay to the Trustee an amount equal to 2% of
the outstanding principal balance of the Five-Year Notes as of that anniversary
date, which amount the Trustee will promptly forward to the Holders of the
Five-Year Notes pro rata in accordance with their respective holdings of
Five-Year Notes as of that anniversary date.


                                      23
<PAGE>

                                   ARTICLE 4

                                   COVENANTS

         Alderwoods hereby covenants as follows, from and after the Closing Date
and continuing so long as any amount remains unpaid on any Five-Year Note:

         SECTION 4.01      PAYMENT OF FIVE-YEAR NOTES.

         Alderwoods will pay, or cause to be paid, the principal of and interest
on the Five-Year Notes on the dates and in the manner provided in the Five-Year
Notes and this Indenture. An installment of principal or interest shall be
considered paid on the date due if the Trustee or Paying Agent (other than
Alderwoods or any Affiliate thereof) holds on that date money designated and set
aside for and sufficient to pay the installment in a timely manner and is not
prohibited from paying such money to the Holders of the Five-Year Notes pursuant
to the terms of this Indenture.

         Alderwoods will pay interest on overdue principal at the rate and in
the manner provided in the Five-Year Notes; it shall pay interest on overdue
installments of interest at the same rate and in the same manner, to the extent
lawful.

         SECTION 4.02      MAINTENANCE OF OFFICE OR AGENCY.

         Alderwoods will maintain in the Borough of Manhattan, The City of New
York, an office or agency (which may be an office of the Trustee, Registrar or a
co-Registrar) where Five-Year Notes may be surrendered for registration of
transfer or exchange or for presentation for payment and where notices and
demands to or upon Alderwoods in respect of the Five-Year Notes and this
Indenture may be served. Alderwoods will give prompt written notice to the
Trustee of the location, and any change in the location, of such office or
agency. If at any time Alderwoods shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at the
address of the Trustee as set forth in Section 11.02.

         Alderwoods may also from time to time designate one or more other
offices or agencies where the Five-Year Notes may be presented or surrendered
for any or all such purposes and may from time to time rescind such
designations; PROVIDED, HOWEVER, that no such designation or rescission shall in
any manner relieve Alderwoods of its obligation to maintain an office or agency
in the Borough of Manhattan, The City of New York, for such purposes. Alderwoods
will give prompt written notice to the Trustee of any such designation or
rescission and of any change in the location of any such other office or agency.
Alderwoods hereby initially designates the office of an agent of the Trustee
located at c/o Depository Trust Company, 1st Floor, TADS Department, 55 Water
Street, New York, NY 10041, as such office of Alderwoods in accordance with this
Section 4.02 and Section 2.04.

         SECTION 4.03      CORPORATE EXISTENCE.

         Subject to Article 5, Alderwoods shall do or cause to be done all
things necessary to, and will cause each Restricted Subsidiary to, preserve and
keep in full force and effect its and its Restricted Subsidiaries' corporate,
company or partnership existence and rights (charter and statutory), material
licenses and/or material franchises; PROVIDED, HOWEVER, that Alderwoods and the
Restricted Subsidiaries shall not be required to preserve any such existence,
rights, licenses or franchises if Alderwoods or, in the case of any Restricted
Subsidiary, such Restricted Subsidiary, shall reasonably determine that (a) the
preservation thereof is no longer desirable in the conduct of the business of
Alderwoods and its Restricted Subsidiaries taken as a whole and (b) the loss
thereof is not materially adverse to either (i) Alderwoods and its Restricted
Subsidiaries taken as a whole or (ii) the ability of Alderwoods to otherwise
satisfy its obligations hereunder; and PROVIDED FURTHER that Alderwoods and each
Subsidiary may engage in the Restructuring Transactions. Alderwoods shall cause,
on the date hereof, it and its Restricted Subsidiaries to account for at least
90% of the consolidated assets and fiscal year 2001 revenues of Alderwoods other
than assets of and revenues from the operations of Security Plan Life Insurance
Company, a Louisiana corporation f/k/a Security Industrial Insurance Company.


                                      24
<PAGE>

         SECTION 4.04      PAYMENT OF TAXES AND OTHER CLAIMS.

         Alderwoods will pay or discharge or cause to be paid or discharged,
before the same become delinquent, (a) all taxes, assessments and governmental
charges levied or imposed upon Alderwoods or any of its Restricted Subsidiaries
or upon the income, profits or property of Alderwoods or any of its Restricted
Subsidiaries, and (b) all lawful claims for labor, materials and supplies that,
in each case, if unpaid, might by law become a Lien upon the property of
Alderwoods or any Restricted Subsidiary; PROVIDED, HOWEVER, that Alderwoods
shall not be required to pay or discharge or cause to be paid or discharged any
such tax, assessment, charge or claim the amount, applicability or validity of
which is being contested in good faith by appropriate proceedings and for which
adequate provision has been made or where the failure to effect such payment or
discharge is not materially adverse to either (i) Alderwoods and its Restricted
Subsidiaries taken as a whole or (ii) the ability of Alderwoods to otherwise
satisfy its obligations hereunder.

         SECTION 4.05      MAINTENANCE OF PROPERTIES; INSURANCE; BOOKS AND
RECORDS; COMPLIANCE WITH LAW

         (a) Alderwoods shall, and shall cause each of its Restricted
Subsidiaries to, cause all properties and assets to be maintained and kept in
good condition, repair and working order (reasonable wear and tear excepted) and
supplied with all necessary equipment, and cause to be made all necessary
repairs, renewals, replacements, additions, betterments and improvements
thereto, as shall be reasonably necessary for the proper conduct of its
business; PROVIDED, HOWEVER, that nothing in this Section 4.05(a) shall prevent
Alderwoods or any of its Restricted Subsidiaries from discontinuing the
operation and maintenance of any of its properties or assets if such
discontinuance is, in the judgment of Alderwoods or such Restricted Subsidiary,
desirable in the conduct of its business and if such discontinuance is not
materially adverse to either (i) Alderwoods and its Restricted Subsidiaries
taken as a whole or (ii) the ability of Alderwoods to otherwise satisfy its
obligations hereunder.

         (b) Alderwoods shall, and shall cause each of its Restricted
Subsidiaries to, maintain with financially sound and reputable insurers such
insurance as may be required by law (other than with respect to any
environmental impairment liability insurance not commercially available) and
such other insurance to such extent and against such hazards and liabilities, as
is customarily maintained by companies similarly situated (which may include
self-insurance in the same form as is customarily maintained by companies
similarly situated).

         (c) Alderwoods shall, and shall cause each of its Restricted
Subsidiaries to, keep proper books of record and account, in which full and
correct entries shall be made of all business and financial transactions of
Alderwoods and each of its Restricted Subsidiaries and reflect on its financial
statements adequate accruals and appropriations to reserves, all in accordance
with GAAP consistently applied to Alderwoods and its Restricted Subsidiaries
taken as a whole.

         (d) Alderwoods shall, and shall cause each of its Restricted
Subsidiaries to, comply with all statutes, laws, ordinances, or government rules
and regulations to which it is subject, non-compliance with which would be
materially adverse to either (i) Alderwoods and its Subsidiaries taken as a
whole or (ii) to the ability of Alderwoods to otherwise satisfy its obligations
hereunder.

         SECTION 4.06      COMPLIANCE CERTIFICATES.

         (a) Alderwoods will deliver to the Trustee within 45 days after the end
of each of Alderwoods' first three fiscal quarters and within 90 days after the
end of Alderwoods' fiscal year an Officers' Certificate stating whether or not
the signers know of any Default or Event of Default under this Indenture by
Alderwoods or an event that, with notice or lapse of time or both, would
constitute a default by Alderwoods under any Pari Passu Indebtedness that
occurred during such fiscal period. If they do know of such a Default, Event of
Default or default, the certificate shall describe any such Default, Event of
Default or default and its status. The first certificate to be delivered
pursuant to this Section 4.06(a) shall be for the first fiscal quarter of
Alderwoods beginning after the Measurement Date. Alderwoods shall also deliver a
certificate to the Trustee at least annually from its principal executive,
financial or accounting officer as to his or her knowledge of Alderwoods'
compliance with all conditions and covenants under this Indenture, such
compliance to be determined without regard to any period of grace or requirement
of notice provided herein.


                                      25
<PAGE>

         (b) Alderwoods shall deliver to the Trustee within 90 days after the
end of each fiscal year a written statement by Alderwoods' independent public
accountants stating (i) that their audit examination has included a review of
the terms of this Indenture and the Five-Year Notes as they relate to accounting
matters, and (ii) whether, in connection with their audit examination, any
Default or Event of Default under this Indenture or an event that, with notice
or lapse of time or both, would constitute a default under any Pari Passu
Indebtedness has come to their attention and, if such a Default, Event of
Default or a default under any Pari Passu Indebtedness has come to their
attention, specifying the nature and period of existence thereof; PROVIDED,
HOWEVER, that, without any restriction as to the scope of the audit examination,
such independent certified public accountants shall not be liable by reason of
any failure to obtain knowledge of any such Default, Event of Default or a
default under any Pari Passu Indebtedness that would not be disclosed in the
course of an audit examination conducted in accordance with GAAP.

         (c) Alderwoods will deliver to the Trustee as soon as possible, and in
any event within 10 Business Days after Alderwoods becomes aware or should
reasonably have become aware of the occurrence of any Default, Event of Default
or an event that, with notice or lapse of time or both, would constitute a
default by Alderwoods under any Indebtedness, an Officers' Certificate
specifying such Default, Event of Default or default and what action Alderwoods
is taking or proposes to take with respect thereto.

         SECTION 4.07      LIMITATION ON INDEBTEDNESS.

         Alderwoods will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee
or in any manner become directly or indirectly liable, contingently or
otherwise, for the payment of (collectively, to "INCUR") any Indebtedness
(including, without limitation, any Acquired Indebtedness) other than Permitted
Indebtedness. Notwithstanding the foregoing limitations, Alderwoods and its
Restricted Subsidiaries will be permitted to Incur Indebtedness (including,
without limitation, Acquired Indebtedness) if at the time of such incurrence,
and after giving pro forma effect thereto, the Consolidated Fixed Charge
Coverage Ratio of Alderwoods is at least equal to 2.00 : 1.00.

         SECTION 4.08      LIMITATION ON RESTRICTED PAYMENTS.

         Alderwoods will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly:

         (a) declare or pay any dividend or make any other distribution or
payment on or in respect of Capital Stock of Alderwoods or any of its Restricted
Subsidiaries or any payment made to the direct or indirect holders (in their
capacities as such) of Capital Stock of Alderwoods or any of its Restricted
Subsidiaries (other than (i) dividends or distributions payable solely in
Capital Stock of Alderwoods (other than Redeemable Capital Stock) or in options,
warrants or other rights to purchase Capital Stock of Alderwoods (other than
Redeemable Capital Stock) and (ii) dividends or other distributions to the
extent declared or paid to Alderwoods or any Restricted Subsidiary of
Alderwoods);

         (b) purchase, redeem, defease or otherwise acquire or retire for value
any Capital Stock of Alderwoods or any of its Restricted Subsidiaries (other
than any such Capital Stock of a Restricted Subsidiary of Alderwoods);

         (c) make any principal payment on, or purchase, defease, repurchase,
redeem or otherwise acquire or retire for value, prior to any scheduled
maturity, scheduled repayment, scheduled sinking fund payment or other Stated
Maturity, any Indebtedness that is (i) subordinate or junior in right of payment
to the Five-Year Notes or (ii) Pari Passu Indebtedness (other than in respect of
the Exit Facility, any such subordinated or Pari Passu Indebtedness owned by
Alderwoods or a Restricted Subsidiary of Alderwoods, or Two-Year Notes); or

         (d) make any Investment (other than any Permitted Investment) in any
Person

(such payments or Investments described in the preceding clauses (a), (b), (c)
and (d) are collectively referred to as "RESTRICTED PAYMENTS"); unless, at the
time of and after giving effect to the proposed Restricted Payment (the amount
of any such Restricted Payment, if other than cash, shall be the Fair Market
Value on the date of such


                                      26
<PAGE>

Restricted Payment of the asset(s) proposed to be transferred by Alderwoods
or such Restricted Subsidiary, as the case may be, pursuant to such
Restricted Payment), (A) no Default or Event of Default shall have occurred
and be continuing, (B) immediately prior to and after giving effect to such
Restricted Payment, Alderwoods would be able to incur $1.00 of additional
Indebtedness pursuant to Section 4.07 (other than Permitted Indebtedness),
and (C) the aggregate amount of all Restricted Payments declared or made from
and after the Measurement Date would not exceed the sum of (1) 50% of the
aggregate Consolidated Net Income of Alderwoods accrued on a cumulative basis
during the period beginning on the Measurement Date and ending on the last
day of the fiscal quarter of Alderwoods immediately preceding the date of
such proposed Restricted Payment, which period shall be treated as a single
accounting period (or, if such aggregate cumulative Consolidated Net Income
of Alderwoods for such period shall be a deficit, minus 100% of such deficit)
PLUS (2) the aggregate Net Cash Proceeds received by Alderwoods either from
the issuance or sale of Capital Stock (excluding Redeemable Capital Stock,
but including Capital Stock issued upon the conversion of convertible
Indebtedness or from the exercise of options, warrants or rights to purchase
Capital Stock (other than Redeemable Capital Stock)) of Alderwoods to any
Person (other than to Alderwoods or a Restricted Subsidiary) after the
Measurement Date PLUS (3) in the case of the disposition or repayment of any
Investment constituting a Restricted Payment made after the Measurement Date
(excluding any Investment described in clause (v) of the following
paragraph), an amount equal to the lesser of the return of capital with
respect to such Investment and the cost of such Investment less, in either
case, the cost of the disposition of such Investment PLUS (4) $10,000,000.
For purposes of the preceding clause (C)(2), the value of the aggregate net
proceeds received by Alderwoods upon the issuance of Capital Stock upon the
conversion of convertible Indebtedness or upon the exercise of options,
warrants or rights will be the net cash proceeds received upon the issuance
of such Indebtedness, options, warrants or rights plus the incremental cash
amount received by Alderwoods upon the conversion or exercise thereof.

         None of the foregoing provisions will prohibit:

             (i) the payment of any dividend within 60 days after the date of
its declaration, if at the date of declaration such payment would be permitted
by the foregoing paragraph;

             (ii) so long as no Default or Event of Default shall have occurred
and be continuing, the redemption, repurchase or other acquisition or retirement
of any shares of any class of Capital Stock of Alderwoods or any Restricted
Subsidiary in exchange for, or out of the net cash proceeds of, a substantially
concurrent (x) capital contribution to Alderwoods from any Person (other than a
Restricted Subsidiary) or (y) issue and sale of other shares of Capital Stock
(other than Redeemable Capital Stock) of Alderwoods to any Person (other than to
a Restricted Subsidiary) provided such Capital Stock shall be excluded from the
calculation under clause (C)(2) above;

             (iii) so long as no Default or Event of Default shall have occurred
and be continuing, any redemption, repurchase or other acquisition or retirement
of Indebtedness that is subordinate or junior in right of payment to the
Five-Year Notes by exchange for, or out of the net cash proceeds of, a
substantially concurrent (x) capital contribution to Alderwoods from any Person
(other than a Restricted Subsidiary) or (y) issue and sale of (1) Capital Stock
(other than Redeemable Capital Stock) of Alderwoods to any Person (other than a
Restricted Subsidiary), PROVIDED, HOWEVER, that the amount of any such net
proceeds that are utilized for any such redemption, repurchase or other
acquisition or retirement shall be excluded from clause (C)(2) of the preceding
paragraph, or (2) Indebtedness of Alderwoods issued to any Person (other than a
Restricted Subsidiary), so long as such Indebtedness is Indebtedness that is
subordinate or junior in right of payment to the Five-Year Notes in the same
manner and at least to the same extent as the Indebtedness so purchased,
exchanged, redeemed, acquired or retired;

             (iv) so long as no Default or Event of Default shall have occurred
and be continuing, any redemption, repurchase or other acquisition or retirement
of Pari Passu Indebtedness by exchange for, or out of the net cash proceeds of,
a substantially concurrent (x) capital contribution to Alderwoods from any
Person (other than a Restricted Subsidiary) or (y) issue and sale of (1) Capital
Stock (other than Redeemable Capital Stock) of Alderwoods to any Person (other
than a Restricted Subsidiary); PROVIDED, HOWEVER, that the amount of any such
net proceeds that are utilized for any such redemption, repurchase or other
acquisition or retirement shall be excluded from clause (C)(2) of the preceding
paragraph; or (2) Indebtedness of Alderwoods issued to any Person (other than a
Restricted Subsidiary), so long as such Indebtedness is Pari Passu Indebtedness
or Indebtedness that is


                                      27
<PAGE>

subordinate or junior in right of payment to the Five-Year Notes in the same
manner and at least to the same extent as the Indebtedness so purchased,
exchanged, redeemed, acquired or retired; PROVIDED, FURTHER, nothing
contained in this Indenture shall limit or restrict the right of Alderwoods
and/or its Subsidiaries to make any principal payment on, or purchase,
defease, redeem, Refinance or otherwise retire for value, prior to any
scheduled maturity, scheduled payment or other Stated Maturity, any
Indebtedness in respect of the Exit Facility;

             (v) Investments constituting Restricted Payments made as a result
of the receipt of consideration that consists of cash or Cash Equivalents from
any Asset Sale;

             (vi) Investments constituting Restricted Payments that are
permitted by subparagraphs (v) and (vi) of the proviso to Section 4.13; or

             (vii) the Restructuring Transactions.

         In computing the amount of Restricted Payments previously made for
purposes of clause (C) of the first full paragraph of this Section 4.08,
Restricted Payments made under the preceding clauses (v) and (vi) shall be
included and those under clauses (i), (ii), (iii), (iv), and (vii) shall not be
so included.

         SECTION 4.09      LIMITATION ON ISSUANCES AND SALE OF STOCK BY
RESTRICTED SUBSIDIARIES.

         (a) Alderwoods (i) will not permit any of its Restricted Subsidiaries
to issue any Preferred Stock (other than Preferred Stock issued to Alderwoods or
a Restricted Subsidiary of Alderwoods), and (ii) will not permit any Person to
own any Preferred Stock of any Restricted Subsidiary (other than (i) Preferred
Stock owned by Alderwoods or a Subsidiary Guarantor of Alderwoods or (ii)
Preferred Stock of any Person issued prior to such Person becoming a Restricted
Subsidiary not issued in contemplation of such event); PROVIDED, HOWEVER, that
this covenant shall not prohibit the issuance and sale of (x) all, but not less
than all, of the issued and outstanding Capital Stock of any Restricted
Subsidiary owned by Alderwoods or any of its Restricted Subsidiaries in
compliance with the other provisions of this Indenture or (y) directors'
qualifying shares or investments by foreign nationals mandated by applicable
law.

         (b) Alderwoods will not, or permit any Restricted Subsidiary to,
transfer, convey, sell or dispose of any Capital Stock of any Restricted
Subsidiary (other than (i) sales, for valid business reasons, of non-voting
equity comprising up to 40% of the Capital Stock of any Restricted Subsidiary to
operators of funeral homes and/or cemeteries, (ii) with respect to DSP General
Partner, Inc., a Texas corporation, Directors Succession Planning, Inc., a
California corporation, Rose Hills Holding Corp., a Delaware corporation, any
Subsidiary of any such Person, and any successors to any of the foregoing, or
(iii) to Alderwoods or a Subsidiary Guarantor or, with respect to Capital Stock
owned by a Restricted Subsidiary that is not a Subsidiary Guarantor, to another
such Restricted Subsidiary) unless (a) all of the Capital Stock of such
Subsidiary is sold; and (b) such transaction complies with Section 4.12 hereof.

         (c) Alderwoods will not permit any Restricted Subsidiary (other than
DSP General Partner, Inc., a Texas corporation, Directors Succession Planning,
Inc., a California corporation, Rose Hills Holding Corp., a Delaware
corporation, any Subsidiary of any such Person, and any successors to any of the
foregoing) to issue any of its Equity Interests other than (i) to Alderwoods or
one of its Restricted Subsidiaries or (ii) issuances, for valid business
reasons, of non-voting equity comprising up to 40% of the Capital Stock of any
Restricted Subsidiary to operators of funeral homes and/or cemeteries.

         SECTION 4.10      LIMITATION ON LIENS.

         Alderwoods will not, and will not permit any of its Restricted
Subsidiaries to, create, incur, assume or suffer to exist any Liens (other than
(a) Liens existing as of the Measurement Date, (b) Liens securing the Exit
Facility or the Five-Year Notes or pursuant to Section 7.08 or 8.02 of each of
the Two-Year Indenture, this Indenture, the Seven-Year Indenture or the
Unsecured Convertible Notes Indenture, (c) Liens in favor of Alderwoods or any
Restricted Subsidiary, (d) Liens securing Indebtedness that is incurred to
refinance Indebtedness


                                      28
<PAGE>

that has been secured by a Lien permitted under the provisions of this
Indenture and that has been incurred in accordance with the provisions of the
Indenture; PROVIDED, HOWEVER, that such Liens do not extend to or cover any
property or assets of Alderwoods or any of its Restricted Subsidiaries not
securing the Indebtedness so refinanced, and (e) Permitted Liens) of any kind
against or upon any of its property or assets, or any proceeds therefrom
where the aggregate amount of Indebtedness secured by any such Liens exceeds
$50,000,000.

         SECTION 4.11      CHANGE OF CONTROL.

         Upon the occurrence of a Change of Control, Alderwoods will make an
offer to purchase (a "CHANGE OF CONTROL OFFER"), and shall purchase, on a
Business Day (the "CHANGE OF CONTROL PURCHASE DATE") not more than 60 nor less
than 30 days following the occurrence of the Change of Control, all of the then
outstanding Five-Year Notes properly tendered and not withdrawn at a purchase
price (the "CHANGE OF CONTROL PURCHASE PRICE") equal to 100% of their principal
amount plus accrued and unpaid interest. The Change of Control Offer is required
to remain open for at least 20 Business Days and until the close of business on
the Change of Control Purchase Date.

         Notice of a Change of Control Offer shall be mailed by Alderwoods not
later than the 30th day after the date of occurrence of the Change of Control to
the Holders of Five-Year Notes at their last registered addresses with a copy to
the Trustee and the Paying Agent. The Change of Control Offer shall remain open
from the time of mailing for at least 20 Business Days and until 5:00 p.m., New
York City time, three Business Days prior to the Change of Control Purchase
Date. The notice, which shall govern the terms of the Change of Control Offer,
shall include such disclosures as are required by law and shall state:

         (a) that the Change of Control Offer is being made pursuant to this
Section 4.11 and that all Five-Year Notes validly tendered into the Change of
Control Offer and not withdrawn will be accepted for payment;

         (b) the purchase price (including the amount of accrued interest, if
any) for each Five-Year Note, the Change of Control Purchase Date and the date
on which the Change of Control Offer expires;

         (c) that any Five-Year Note not tendered for payment will continue to
accrue interest in accordance with the terms thereof;

         (d) that, unless Alderwoods defaults in the payment of the purchase
price, any Five-Year Note accepted for payment pursuant to the Change of Control
Offer shall cease to accrue interest after the Change of Control Purchase Date;

         (e) that Holders electing to have Five-Year Notes purchased pursuant to
a Change of Control Offer must surrender their Five-Year Notes to the Paying
Agent at the address specified in the notice prior to 5:00 p.m., New York City
time, three Business Days prior to the Change of Control Purchase Date and must
complete any form of letter of transmittal proposed by Alderwoods and reasonably
acceptable to the Trustee and the Paying Agent;

         (f) that Holders of Five-Year Notes will be entitled to withdraw their
election if the Paying Agent receives, not later than 5:00 p.m., New York City
time, one Business Day prior to the Change of Control Purchase Date, a facsimile
transmission or letter setting forth the name of the Holder, the principal
amount of Five-Year Notes the Holder delivered for purchase, the Five-Year Note
certificate number (if any) and a statement that such Holder is withdrawing its
election to have such Five-Year Notes purchased; (g) that Holders whose
Five-Year Notes are purchased only in part will be issued Five-Year Notes equal
in principal amount to the unpurchased portion of the Five-Year Notes
surrendered;

         (h) the instructions that Holders must follow in order to tender their
Five-Year Notes; and

         (i) such other information concerning Alderwoods and the Change of
Control offer as Alderwoods reasonably determines is appropriate.


                                      29
<PAGE>

         Alderwoods shall comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with the
repurchase of the Five-Year Notes as a result of a Change of Control.

         On the Change of Control Purchase Date, Alderwoods shall (i) accept for
payment Five-Year Notes or portions thereof validly tendered pursuant to the
Change of Control Offer, (ii) deposit with the Paying Agent money, in
immediately available funds, sufficient to pay the purchase price of all
Five-Year Notes or portions thereof so tendered and accepted, and (iii) deliver
to the Trustee the Five-Year Notes so accepted together with an Officers'
Certificate setting forth the Five-Year Notes or portions thereof tendered to
and accepted for payment by Alderwoods. The Paying Agent shall promptly mail or
deliver to the Holders of Five-Year Notes so accepted payment in an amount equal
to the purchase price, and the Trustee shall promptly authenticate and mail or
deliver to such Holders a new Five-Year Note equal in principal amount to any
unpurchased portion of the Five-Year Note surrendered. Any Five-Year Notes not
so accepted shall be promptly mailed or delivered by Alderwoods to the Holder
thereof.

         Alderwoods will publicly announce the results of the Change of Control
Offer not later than the first Business Day following the Change of Control
Purchase Date.

         If a Change of Control occurs and Alderwoods fails to pay the Change of
Control Purchase Price for all Five-Year Notes properly tendered and not
withdrawn, Alderwoods will be obliged to purchase all such Five-Year Notes at
the Change of Control Purchase Price on the Change of Control Purchase Date in
compliance with the requirements applicable to a Change of Control Offer made by
Alderwoods. Alderwoods shall not be required to make a Change of Control Offer
upon a Change of Control if a third party makes the Change of Control Offer in a
manner, at the times and otherwise in compliance with the requirements
applicable to a Change of Control Offer made by Alderwoods and purchases all
Five-Year Notes validly tendered and not withdrawn under such Change of Control
Offer. Alderwoods will comply, to the extent applicable, with the requirements
of Section 14(e) of the Exchange Act, and any other securities laws or
regulations in connection with the repurchase of Five-Year Notes pursuant to a
Change of Control Offer.

         SECTION 4.12 DISPOSITION OF PROCEEDS OF ASSET SALES. (a) Alderwoods
will not, and will not permit any of its Restricted Subsidiaries (other than
Rose Hills Holdings Corp., a Delaware corporation, or any Subsidiary thereof)
to, make any Asset Sale unless (i) Alderwoods or such Restricted Subsidiary,
as the case may be, receives consideration at the time of such Asset Sale at
least equal to the Fair Market Value of the shares or assets sold or
otherwise disposed of and (ii) except with respect to assets listed on
Schedule 4.12 hereto, at least 75% of such consideration consists of cash or
Cash Equivalents. To the extent the Net Cash Proceeds of any Asset Sale are
not required to be applied to repay, and permanently reduce the commitments
under, the Exit Facility (as required by the terms thereof) or are applied to
payment of Two-Year Notes or Five-Year Notes (or with respect to assets of
Rose Hills Holding Corp., a Delaware corporation, or any of its Subsidiaries,
to repay Indebtedness under the Rose Hills Credit Agreement or the Rose Hills
Indenture), Alderwoods or such Restricted Subsidiary, as the case may be,
may, within 270 days of such Asset Sale, apply such Net Cash Proceeds to an
investment in properties and assets that replace the properties and assets
that were the subject of such Asset Sale or in properties and assets that
will be used in the business of Alderwoods and its Restricted Subsidiaries as
existing on the Measurement Date or in businesses reasonably related thereto
("REPLACEMENT ASSETS"). Any Net Cash Proceeds from any Asset Sale that are
neither used to repay, and permanently reduce the commitments under, the Exit
Facility or Five-Year Notes or Two-Year Notes (or with respect to assets of
Rose Hills Holding Corp., a Delaware corporation, or any of its Subsidiaries,
to repay Indebtedness under the Rose Hills Credit Agreement or the Rose Hills
Indenture) nor invested in Replacement Assets within the 270-day period
described above exceeding, in the aggregate, $10,000,000 in any fiscal year
of Alderwoods constitute "EXCESS PROCEEDS" subject to disposition as provided
below.

         (b) When the aggregate amount of Excess Proceeds equals or exceeds
$10,000,000, Alderwoods shall make an offer to purchase (an "ASSET SALE OFFER"),
from all holders of Five-Year Notes, not more than 40 Business Days thereafter,
an aggregate principal amount of Five-Year Notes equal to such Excess Proceeds,
at a price in cash equal to 100% of the outstanding principal amount thereof
plus accrued and unpaid interest, if any, to the purchase date (the "ASSET SALE
OFFER PRICE").


                                      30
<PAGE>

         (c) Notice of an Asset Sale Offer shall be mailed by Alderwoods to all
Holders of Five-Year Notes not less than 20 Business Days nor more than 40
Business Days before the date on which Alderwoods intends to consummate the
Asset Sale Offer ("ASSET SALE PURCHASE DATE") at their last registered address
with a copy to the Trustee and the Paying Agent. The Asset Sale Offer shall
remain open from the time of mailing for at least 20 Business Days and until at
least 5:00 p.m., New York City time, three Business Days prior to the Asset Sale
Purchase Date. The notice, which shall govern the terms of the Asset Sale Offer,
shall include such disclosures as are required by law and shall state:

             (i) that the Asset Sale Offer is being made pursuant to this
Section 4.12;

             (ii) the Asset Sale Offer Price (including the amount of accrued
interest, if any) for each Five-Year Note, the Asset Sale Purchase Date and the
date on which the Asset Sale Offer expires;

             (iii) that any Five-Year Note not tendered or accepted for payment
will continue to accrue interest in accordance with the terms thereof;

             (iv) that, unless Alderwoods defaults in the payment of the Asset
Sale Offer Price, any Five-Year Note accepted for payment pursuant to the Asset
Sale Offer shall cease to accrue interest after the Asset Sale Purchase Date;

             (v) that Holders electing to have Five-Year Notes purchased
pursuant to an Asset Sale Offer must surrender their Five-Year Notes to the
Paying Agent at the address specified in the notice prior to 5:00 p.m., New York
City time, three Business Days prior to the Asset Sale Purchase Date and must
complete any form of letter of transmittal proposed by Alderwoods and reasonably
acceptable to the Trustee and the Paying Agent;

             (vi) that Holders will be entitled to withdraw their election if
the Paying Agent receives, not later than 5:00 p.m., New York City time, one
Business Day prior to the Asset Sale Purchase Date, a facsimile transmission or
letter setting forth the name of the Holder, the principal amount of Five-Year
Notes the Holder delivered for purchase, the Five-Year Note certificate number
(if any) and a statement that such Holder is withdrawing its election to have
such Five-Year Notes purchased;

             (vii) that if Five-Year Notes in a principal amount in excess of
the Holder's pro rata share of the amount of Excess Proceeds are tendered
pursuant to the Asset Sale Offer, Alderwoods shall purchase Five-Year Notes on a
pro rata basis among the Five-Year Notes tendered (with such adjustments as may
be deemed appropriate by Alderwoods so that only Five-Year Notes in
denominations of $100 or integral multiples of $100 shall be acquired);

             (viii) that Holders whose Five-Year Notes are purchased only in
part will be issued new Five-Year Notes equal in principal amount to the
unpurchased portion of the Five-Year Notes surrendered;

             (ix) the instructions that Holders must follow in order to tender
their Five-Year Notes; and

             (x) such other information concerning Alderwoods and the Asset Sale
Offer as Alderwoods reasonably determines is appropriate.

         Alderwoods shall comply with the requirements under the Exchange Act
and any other securities laws and regulations thereunder to the extent such laws
and regulations are applicable in connection with any Asset Sales and Asset Sale
Offers.

         (d) On the Asset Sale Purchase Date, Alderwoods shall (i) accept for
payment, on a pro rata basis, Five-Year Notes or portions thereof tendered
pursuant to the Asset Sale Offer, (ii) deposit with the Paying Agent money, in
immediately available funds, in an amount sufficient to pay the Asset Sale Offer
Price of all Five-Year Notes or portions thereof so tendered and accepted and
(iii) deliver to the Trustee the Five-Year Notes so


                                      31
<PAGE>

accepted together with an Officers' Certificate setting forth the Five-Year
Notes or portions thereof tendered to and accepted for payment by Alderwoods.
The Paying Agent shall promptly mail or deliver to Holders of Five-Year Notes
so accepted payment in an amount equal to the Asset Sale Offer Price, and the
Trustee shall promptly authenticate and mail or deliver to such Holders a new
Five-Year Note equal in principal amount to any unpurchased portion of the
Five-Year Note surrendered. Any Five-Year Notes not so accepted shall be
promptly mailed or delivered by Alderwoods to the Holder thereof.

         (e) Alderwoods will publicly announce the results of the Asset Sale
Offer not later than the second Business Day following the Asset Sale Purchase
Date. To the extent that the aggregate principal amount of Five-Year Notes
tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds,
Alderwoods may use such deficiency for general corporate purposes. Upon
completion of such Asset Sale Offer, the amount of Excess Proceeds shall be
reset to zero. For purposes of this Section 4.12, the Trustee shall act as
Paying Agent.

         (f) Alderwoods will comply, to the extent applicable, with the
requirements of Section 14(e) of the Exchange Act and any other securities laws
or regulations in connection with the repurchase of Five-Year Notes pursuant to
the Asset Sale Offer.

         SECTION 4.13      LIMITATION ON TRANSACTIONS WITH INTERESTED PERSONS.

         Alderwoods will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, enter into or suffer to exist any
transaction or series of related transactions (including, without limitation,
the sale, transfer, disposition, purchase, exchange or lease of assets, property
or services) with, or for the benefit of, any Affiliate of Alderwoods or any
"BENEFICIAL OWNER" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act)
of 5% or more of the Common Stock of Alderwoods at any time outstanding
("INTERESTED PERSONS"), unless (a) such transaction or series of related
transactions are on terms that are no less favorable to Alderwoods or such
Restricted Subsidiary, as the case may be, than those that could have been
obtained in a comparable transaction at such time from Persons who are not
Affiliates of Alderwoods or Interested Persons, and (b) with respect to a
transaction or series of transactions involving aggregate payments or value
equal to or greater than $25,000,000, Alderwoods has obtained a written opinion
from an Independent Financial Advisor stating that the terms of such transaction
or series of transactions are fair to Alderwoods or its Restricted Subsidiary,
as the case may be, from a financial point of view; PROVIDED, HOWEVER, that this
covenant will not restrict Alderwoods or any Restricted Subsidiary from (i)
paying dividends in respect of its Capital Stock permitted under Section 4.08,
(ii) paying reasonable and customary fees to directors of Alderwoods or any
Restricted Subsidiary who are not otherwise employees of Alderwoods or any
Restricted Subsidiary, (iii) entering into transactions with its Restricted
Subsidiaries or permitting its Restricted Subsidiaries from entering into
transactions with Alderwoods or other Restricted Subsidiaries of Alderwoods,
(iv) creating employee stock ownership plans or similar benefit plans, (v)
making loans or advances to officers, employees or consultants of Alderwoods or
any of its Restricted Subsidiaries for travel and moving expenses in the
ordinary course of business for bona fide business purposes of Alderwoods or any
of its Restricted Subsidiaries, (vi) making other loans or advances to officers,
employees or consultants of Alderwoods or any of its Restricted Subsidiaries in
the ordinary course of business for bona fide business purposes of Alderwoods or
any of its Restricted Subsidiaries not in excess of $5,000,000 in the aggregate
at any one time outstanding, (vii) making payments to officers or employees of
Alderwoods or any of its Restricted Subsidiaries pursuant to obligations
undertaken, at a time when such Persons were not officers or employees of
Alderwoods or any of its Restricted Subsidiaries, in connection with arms'
length Asset Acquisitions, (viii) purchase or redemption of Two-Year Notes,
Five-Year Notes, or Seven-Year Notes at their Fair Market Value, or (ix)
engaging in Restructuring Transactions.

         SECTION 4.14      LIMITATION ON DIVIDENDS AND OTHER PAYMENT
RESTRICTIONS AFFECTING SUBSIDIARIES.

         Alderwoods will not, and will not permit any of its Restricted
Subsidiaries (other than Rose Hills Holding Corp., a Delaware corporation, or
any Subsidiary thereof, pursuant to the Rose Hills Credit Agreement or the Rose
Hills Indenture) to, directly or indirectly, create or otherwise cause or suffer
to exist or become effective any encumbrance or restriction on the ability of
any Restricted Subsidiary to (a) other than with respect to non-Wholly Owned
Subsidiaries organized under the laws of a province of Canada, pay dividends, in
cash or otherwise, or make any other distributions on or in respect of its
Capital Stock or any other interest or participation in, or measured by,


                                      32
<PAGE>

its profits, (b) pay any Indebtedness owed to Alderwoods or any other
Restricted Subsidiary, (c) make loans or advances to, or any Investment in,
Alderwoods or any other Restricted Subsidiary, (d) other than with respect to
DSP General Partner, Inc., a Texas corporation, Directors Succession
Planning, Inc., a California corporation, any Subsidiary of either such
Person, or any successor thereto, transfer any of its properties or assets to
Alderwoods or any other Restricted Subsidiary, or (e) guarantee any
Indebtedness of Alderwoods or any other Restricted Subsidiary, except for
such encumbrances or restrictions existing under or by reason of (i)
applicable law or regulations, (ii) customary non-assignment provisions of
any contract or any lease governing a leasehold interest of Alderwoods or any
Restricted Subsidiary, (iii) customary restrictions on transfers of property
subject to a Lien permitted under the provisions of this Indenture which
could not materially adversely affect Alderwoods' ability to satisfy its
obligations under the provisions of this Indenture and the Five-Year Notes,
(iv) any agreement or other instrument of a Person acquired by Alderwoods or
any Restricted Subsidiary (or a Restricted Subsidiary of such Person) in
existence at the time of such acquisition (but not created in contemplation
thereof), which encumbrance or restriction is not applicable to any Person,
or the properties or assets of any Person, other than the Person, or the
properties or assets of the Person, so acquired, (v) provisions contained in
any agreement or instrument relating to Indebtedness that prohibit the
transfer of all or substantially all of the assets of the obligor thereunder
unless the transferee shall assume the obligations of the obligor under such
agreement or instrument, or (vi) encumbrances and restrictions under
Indebtedness in effect on the Measurement Date (including under the Exit
Facility, the Two-Year Notes, the Seven-Year Notes and the Unsecured
Convertible Subordinated Notes) and encumbrances and restrictions in
permitted refinancings or replacements thereof which are no less favorable to
the holders of the Five-Year Notes than those contained in the Indebtedness
so refinanced or replaced.

         SECTION 4.15 FUTURE GUARANTORS. Alderwoods shall cause each (i)
Restricted Subsidiary of Alderwoods organized under the laws of any state or
commonwealth of the United States (other than Excluded Subsidiaries) that
Guarantees any Indebtedness of Alderwoods or any other Restricted Subsidiary
and (ii) newly formed Restricted Subsidiary of Alderwoods that is a Wholly
Owned Subsidiary organized under the laws of any state or commonwealth of the
United States (other than Excluded Subsidiaries) to at the same time execute
and deliver to the Trustee a Guarantee Agreement pursuant to which such
Restricted Subsidiary will Guarantee payment of the Five-Year Notes on the
same terms and conditions as those set forth in Article 12 of this Indenture.

         SECTION 4.16      RATINGS.

         Alderwoods will, in due course using reasonable business judgment, seek
a rating of the Five-Year Notes from Moody's or S&P.

         SECTION 4.17      COMMISSION REPORTS.

         Alderwoods shall file with the Commission, or if not permitted or
required to so file will deliver to the Trustee, the annual reports, quarterly
reports and the information, documents and other reports required to be filed
with the Commission pursuant to Sections 13 and 15 of the Exchange Act, whether
or not Alderwoods has a class of securities registered under the Exchange Act.
In accordance with the provisions of TIA Section 314(a), Alderwoods shall file
with the Trustee and provide to each Holder, within 15 days after it files them
with the Commission (or if such filing is not permitted under the Exchange Act,
15 days after Alderwoods would have been required to make such filing), copies
of such reports. Alderwoods also shall comply with the other provisions of TIA
Section 314(a). In addition, Alderwoods shall cause its annual reports to
stockholders and any quarterly or other financial reports furnished by it to
stockholders generally to be filed with the Trustee and mailed no later than the
date such materials are mailed or made available to Alderwoods' stockholders, to
the Holders at their addresses as set forth in the register of securities
maintained by the Registrar.

         SECTION 4.18      RULE 144A INFORMATION REQUIREMENT.

         If at any time Alderwoods is no longer subject to the reporting
requirements of the Exchange Act, it will furnish to the Holders or beneficial
holders of the Five-Year Notes and prospective purchasers of the Five-Year Notes
designated by the holders of the Five-Year Notes, upon their request, any
information required to be delivered pursuant to Rule 144A(d)(4) under the
Securities Act.


                                      33
<PAGE>

         SECTION 4.19      WAIVER OF STAY, EXTENSION OR USURY LAWS.

         Alderwoods covenants (to the extent that it may lawfully do so) that it
will not at any time insist upon, or plead, or in any manner whatsoever claim or
take the benefit or advantage of, any stay or extension law or any usury law or
other law that would prohibit or forgive Alderwoods from paying all or any
portion of the principal of, premium, if any, or interest on the Five-Year Notes
as contemplated herein, wherever enacted, now or at any time hereafter in force,
or that may affect the covenants or the performance of this Indenture; and (to
the extent that it may lawfully do so) Alderwoods hereby expressly waives all
benefit or advantage of any such law, and covenants that it will not hinder,
delay or impede the execution of any power herein granted to the Trustee, but
will suffer and permit the execution of every such power as though no such law
had been enacted.

                                   ARTICLE 5

                              SUCCESSOR CORPORATION

         SECTION 5.01      WHEN ALDERWOODS MAY MERGE, ETC.

         (a) Other than pursuant to the Restructuring Transactions, Alderwoods
will not, in any transaction or series of transactions, merge or consolidate
with or into, or sell, assign, convey, transfer, lease or otherwise dispose of
all or substantially all of its properties and assets as an entirety to, any
Person or Persons, and Alderwoods will not permit any of its Restricted
Subsidiaries to enter into any such transaction or series of transactions if
such transaction or series of transactions, in the aggregate, would result in a
sale, assignment, conveyance, transfer, lease or other disposition of all or
substantially all of the properties and assets of Alderwoods and its Restricted
Subsidiaries, taken as a whole, to any other Person or Persons, unless at the
time of and after giving effect thereto:

             (i) either (A) if the transaction or series of transactions is a
merger or consolidation, Alderwoods or the Restricted Subsidiary, as the case
may be, shall be the surviving Person of such merger or consolidation, or (B)
the Person formed by such consolidation or into which Alderwoods is merged or to
which the properties and assets of Alderwoods are transferred (any such
surviving Person or transferee Person being the "SURVIVING ENTITY") shall be a
corporation organized and existing under the laws of the United States of
America, any state thereof, or the District of Columbia and shall expressly
assume by a supplemental indenture executed and delivered to the Trustee, in
form reasonably satisfactory to the Trustee, the due and punctual payment of the
principal of, premium, if any, and interest on all the Five-Year Notes and the
performance and observance of every covenant and obligation of this Indenture
and the Five-Year Notes on the part of Alderwoods, to be performed or observed
and, in each case, this Indenture shall remain in full force and effect;

             (ii) immediately before and immediately after giving effect to such
transaction or series of transactions on a pro forma basis (including, without
limitation, any Indebtedness incurred or anticipated to be incurred in
connection with or in respect of such transaction or series of transactions), no
Default or Event of Default shall have occurred and be continuing and Alderwoods
or the Surviving Entity, as the case may be, after giving effect to such
transaction or series of transactions on a pro forma basis (including, without
limitation, any Indebtedness incurred or anticipated to be incurred in
connection with or in respect of such transaction or series of transactions),
could incur $1.00 of additional Indebtedness other than Permitted Indebtedness
pursuant to Section 4.07 (assuming a market rate of interest with respect to
such additional Indebtedness);

             (iii) immediately after giving effect to such transaction or series
of transactions on a pro forma basis (including, without limitation, any
Indebtedness incurred or anticipated to be incurred in connection with or in
respect of such transaction or series of transactions), the Consolidated Net
Worth of Alderwoods or the Surviving Entity, as the case may be, is at least
equal to the Consolidated Net Worth of Alderwoods immediately before such
transaction or series of transactions; and

             (iv) Alderwoods or the Surviving Entity, as the case may be, shall
have delivered to the Trustee an Officers' Certificate and an Opinion of
Counsel, each in form and substance reasonably satisfactory to the Trustee, each
stating that such consolidation, merger, sale, assignment, conveyance, transfer,
lease or other disposition and, if a supplemental indenture is required in
connection with such transaction or series of transactions,


                                      34
<PAGE>

such supplemental indenture, complies with this Indenture and that all
conditions precedent herein provided for relating to such transaction or
series of transactions have been complied with; PROVIDED, HOWEVER, that
solely for purposes of computing amounts described in subclause (C) of
Section 4.08, any such successor Person shall only be deemed to have
succeeded to and be substituted for Alderwoods with respect to periods
subsequent to the effective time of such merger, consolidation or transfer of
assets.

         (b) Alderwoods shall not permit any Subsidiary Guarantor to consolidate
with or merge with or into, or convey, transfer or lease, in one transaction or
a series of transactions, all or substantially all of its assets to any Person
other than Alderwoods or another Subsidiary Guarantor or pursuant to the
Restructuring Transactions unless:

             (i) except in the case of a Subsidiary Guarantor that has been
disposed of in its entirety to another Person (other than to Alderwoods or an
Affiliate of Alderwoods), whether through a merger, consolidation or sale of
Capital Stock or assets, if in connection therewith Alderwoods provides an
Officers' Certificate to the Trustee to the effect that Alderwoods will comply
with its obligations under Section 4.12 in respect of such disposition, the
resulting, surviving or transferee Person (if not such Subsidiary) shall be a
Person organized and existing under the laws of the jurisdiction under which
such Subsidiary was organized or under the laws of the United States of America,
or any state thereof or the District of Columbia, and such Person shall
expressly assume, by a Guarantee Agreement, in a form satisfactory to the
Trustee, all the obligations of such Subsidiary, if any, under its Subsidiary
Guarantee;

             (ii) immediately after giving effect to such transaction or
transactions on a pro forma basis (and treating any Indebtedness that becomes an
obligation of the resulting, surviving or transferee Person as a result of such
transaction as having been issued by such Person at the time of such
transaction), no Default shall have occurred and be continuing; and

             (iii) Alderwoods delivers to the Trustee an Officers' Certificate
stating that such consolidation, merger or transfer and such Guarantee
Agreement, if any, complies with this Indenture.

         SECTION 5.02      SUCCESSOR SUBSTITUTED.

         Upon any consolidation or merger, or any sale, assignment, conveyance,
transfer, lease or disposition of all or substantially all of the properties and
assets of Alderwoods in accordance with Section 5.01 hereof, the successor
Person or Persons formed by such consolidation or into which Alderwoods is
merged or the successor Person to which such sale, assignment, conveyance,
transfer, lease or other disposition is made, shall succeed to, and be
substituted for, and may exercise every right and power of, Alderwoods under
this Indenture and the Five-Year Notes with the same effect as if such successor
had been named as Alderwoods herein; PROVIDED, HOWEVER, that solely for purposes
of computing amounts described in subclause (C) of Section 4.08, any such
successor Person shall only be deemed to have succeeded to and be substituted
for Alderwoods with respect to periods subsequent to the effective time of such
merger, consolidation or transfer of assets.

                                   ARTICLE 6

                                    REMEDIES

         SECTION 6.01      EVENTS OF DEFAULT.

         An "EVENT OF DEFAULT" with respect to the Five-Year Notes means any of
the following events:

         (a) default in the payment of the principal of or premium, if any, on
any Five-Year Note when the same becomes due and payable (upon Stated Maturity,
acceleration, redemption, required purchase, scheduled principal payment or
otherwise);

         (b) default in the payment of an installment of interest on any
Five-Year Note, when the same becomes due and payable, and any such Default
continues for a period of 20 days;


                                      35
<PAGE>

         (c) failure to perform or observe any material term, covenant or
agreement contained in Sections 4.11, 4.12 or 5.01;

         (d) failure to perform or observe any other term, covenant or agreement
contained in the Five-Year Notes or pursuant to the provisions of this Indenture
(other than Defaults specified in clause (a), (b), or (c) above) and such
Default continues for a period of 30 days after written notice of such Default
requiring Alderwoods to remedy the same shall have been given (i) to Alderwoods
by the Trustee or (ii) to Alderwoods and the Trustee by Holders of at least 25%
in aggregate principal amount of the Five-Year Notes then outstanding;

         (e) one or more judgments, orders or decrees of any court or regulatory
or administrative agency of competent jurisdiction for the payment of money in
excess of $25,000,000, either individually or in the aggregate, shall be entered
against Alderwoods or any Restricted Subsidiary or any of their respective
properties and shall not be discharged or bonded against or stayed and there
shall have been a period of 60 days after the date on which any period for
appeal has expired and during which a stay of enforcement of such judgment,
order or decree, shall not be in effect;

         (f) default under any Indebtedness under which Alderwoods or any
Restricted Subsidiary then has outstanding in excess of $25,000,000 that
continues beyond any applicable grace period set forth in the documentation
governing such Indebtedness; PROVIDED, HOWEVER, that a waiver of any such
default by the requisite holders of the relevant Indebtedness shall constitute
an immediate and automatic waiver of any Default or Event of Default otherwise
arising under this provision with respect to this Indenture and the Five-Year
Notes;

         (g) Alderwoods or any Significant Subsidiary of Alderwoods pursuant to
or under or within the meaning of any Bankruptcy Law:

               (1)  commences a voluntary case or proceeding;

               (2) consents to the entry of an order for relief against it in an
          involuntary case or proceeding;

               (3) consents to the appointment of a Custodian of it or for all
          or substantially all of its property;

               (4) makes a general assignment for the benefit of its creditors;
          or

               (5) shall generally not pay its debts when such debts become due
          or shall admit in writing its inability to pay its debts generally; or

               (6) takes any corporate action to authorize or effect any of the
          foregoing;

         (h) a court of competent jurisdiction enters an order or decree under
any Bankruptcy Law that:

               (1) is for relief against Alderwoods or any Significant
          Subsidiary of Alderwoods in an involuntary case or proceeding,

               (2) appoints a Custodian of Alderwoods or any Significant
          Subsidiary of Alderwoods for all or substantially all of its
          properties, or

               (3) orders the liquidation of Alderwoods or any Significant
          Subsidiary of Alderwoods,

and in each case the order or decree remains unstayed and in effect for 60 days;
or

         (i) actual invalidity (or the assertion thereof by Alderwoods or any
Subsidiary) of any Subsidiary Guarantee, Lien, priority status or the benefits
of subordination of other claims in respect of the Five-


                                      36
<PAGE>

Year Notes resulting from acts or omissions of Alderwoods, other than in
accordance with the terms hereof or thereof.

         Subject to the provisions of Sections 7.01 and 7.02, the Trustee shall
not be charged with knowledge of any Default or Event of Default unless written
notice thereof shall have been given to a Trust Officer at the Corporate Trust
Office of the Trustee by Alderwoods, the Paying Agent, any Holder, any holder of
Indebtedness of Alderwoods or any of their respective agents.

         SECTION 6.02      ACCELERATION.

         If an Event of Default (other than as specified in Section 6.01(g) or
6.01(h) with respect to Alderwoods or any Significant Subsidiary) occurs and is
continuing with respect to the Five-Year Notes, the Trustee, by written notice
to Alderwoods, or the Holders of at least 25% in aggregate principal amount of
the Five-Year Notes then outstanding, by written notice to the Trustee and
Alderwoods, may declare the principal of, premium, if any, and accrued and
unpaid interest, if any, on all of the Five-Year Notes to be due and payable
immediately, upon which declaration, all amounts payable in respect of the
Five-Year Notes shall be immediately due and payable. If an Event of Default
specified in Section 6.01(g) or 6.01(h) occurs with respect to Alderwoods or any
Significant Subsidiary and is continuing, then the principal of, premium, if
any, and accrued and unpaid interest, if any, on all of the Five-Year Notes
shall ipso facto become and be immediately due and payable without any
declaration or other act on the part of the Trustee or any Holder of Five-Year
Notes.

         After a declaration of acceleration hereunder with respect to the
Five-Year Notes, but before a judgment or decree for payment of the money due
has been obtained by the Trustee, the Holders of a majority in aggregate
principal amount of the outstanding Five-Year Notes, by written notice to
Alderwoods and the Trustee, may rescind such declaration if: (a) Alderwoods has
paid or deposited with the Trustee a sum sufficient to pay (i) all amounts due
the Trustee under Section 7.08 and the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, (ii) all
overdue interest on all Five-Year Notes, (iii) the principal of and premium, if
any, on any Five-Year Notes that have become due otherwise than by such
declaration of acceleration and interest thereon at the rate borne by the
Five-Year Notes, and (iv) to the extent that payment of such interest is lawful,
interest upon overdue interest and overdue principal that has become due
otherwise than by such declaration of acceleration at the rate borne by the
Five-Year Notes; (b) the rescission would not conflict with any judgment or
decree of a court of competent jurisdiction; and (c) all Events of Default,
other than the non-payment of principal of, premium, if any, and interest on the
Five-Year Notes that has become due solely by such declaration of acceleration,
have been cured or waived as provided in Section 6.04 or Section 6.01(f).

         No such rescission shall affect any subsequent Default or Event of
Default or impair any right subsequent therein.

         SECTION 6.03      OTHER REMEDIES.

         If an Event of Default occurs and is continuing, subject to the terms
of the Intercreditor Agreement, the Trustee may pursue any available remedy by
proceeding at law or in equity to collect the payment of principal of, premium,
if any, or interest on the Five-Year Notes or to enforce the performance of any
provision of the Five-Year Notes or this Indenture.

         All rights of action and claims under this Indenture or the Five-Year
Notes may be enforced by the Trustee even if it does not possess any of the
Five-Year Notes or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Holder in exercising any right or remedy accruing
upon an Event of Default shall not impair the right or remedy or constitute a
waiver of or acquiescence in the Event of Default. No remedy is exclusive of any
other remedy. All available remedies are cumulative to the extent permitted by
law.

         SECTION 6.04      WAIVER OF PAST DEFAULTS.

         Subject to the provisions of Section 6.07 and 9.02, the Holders of not
less than a majority in aggregate principal amount of the outstanding Five-Year
Notes by notice to the Trustee may, on behalf of the Holders of all


                                      37
<PAGE>

the Five-Year Notes, waive any existing Default or Event of Default and its
consequences, except a Default or Event of Default specified in Section
6.01(a) or (b) or in respect of any provision hereof that cannot be modified
or amended without the consent of the Holder so affected pursuant to Section
9.02. When a Default or Event of Default is so waived, it shall be deemed
cured and shall cease to exist.

         SECTION 6.05      CONTROL BY MAJORITY.

         The Holders of not less than a majority in aggregate principal amount
of the outstanding Five-Year Notes shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred on the Trustee, PROVIDED,
HOWEVER, that the Trustee may, with the advice of counsel, refuse to follow any
direction (a) that conflicts with any rule of law or this Indenture, (b) that
the Trustee determines in good faith would be unduly prejudicial to the rights
of another Holder, or (c) that would expose the Trustee to personal liability
unless the Trustee has been provided reasonable indemnity against any loss or
expense caused by its following such direction; and PROVIDED, FURTHER, that the
Trustee may take any other action deemed proper by the Trustee that is not
inconsistent with such direction.

         SECTION 6.06      LIMITATION ON SUITS.

         No Holder of any Five-Year Notes shall have any right to institute any
proceeding or pursue any remedy with respect to this Indenture or the Five-Year
Notes unless:

         (a) the Holder gives written notice to the Trustee of a continuing
Event of Default;

         (b) the Holders of at least 25% in aggregate principal amount of the
outstanding Five-Year Notes make a written request to the Trustee to pursue the
remedy;

         (c) such Holder or Holders offer and, if requested, provide to the
Trustee reasonable indemnity against any loss, liability or expense;

         (d) the Trustee does not comply with the request within 45 days after
receipt of the request and the offer and, if requested, provision of indemnity;
and

         (e) during such 45-day period the Holders of a majority in aggregate
principal amount of the outstanding Five-Year Notes do not give the Trustee a
direction which is inconsistent with the request.

         The foregoing limitations shall not apply to a suit instituted by a
Holder for the enforcement of the payment of principal of, premium, if any, or
accrued interest on, such Five-Year Note on or after the respective due dates
set forth in such Five-Year Note.

         A Holder may not use this Indenture to prejudice the rights of any
other Holders or to obtain priority or preference over such other Holders.

         SECTION 6.07      RIGHT OF HOLDERS TO RECEIVE PAYMENT.

         Notwithstanding any other provision in this Indenture, the right of any
Holder of a Five-Year Note to receive payment of the principal of, premium, if
any, and interest on such Five-Year Note, on or after the respective Stated
Maturities expressed in such Five-Year Note, or to bring suit for the
enforcement of any such payment on or after the respective Stated Maturities, is
absolute and unconditional and shall not be impaired or affected without the
consent of the Holder.

         SECTION 6.08      COLLECTION SUIT BY TRUSTEE.

         If an Event of Default specified in clause (a) or (b) of Section 6.01
occurs and is continuing, the Trustee may recover judgment in its own name and
as trustee of an express trust against Alderwoods or any other obligor on the
Five-Year Notes for the whole amount of principal of, premium, if any, and
accrued interest remaining unpaid,


                                      38
<PAGE>

together with interest on overdue principal and, to the extent that payment
of such interest is lawful, interest on overdue installments of interest, in
each case at the rate per annum borne by the Five-Year Notes and such further
amount as shall be sufficient to cover the costs and expenses of collection,
including the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel.

         SECTION 6.09      TRUSTEE MAY FILE PROOFS OF CLAIMS.

         The Trustee may file such proofs of claim and other papers or documents
as may be necessary or advisable to have the claims of the Trustee (including
any claim for the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel) and the Holders allowed in any judicial
proceedings relative to Alderwoods (or any other obligor upon the Five-Year
Notes), their creditors or their property and shall be entitled and empowered to
collect and receive any monies or other property payable or deliverable on any
such claims and to distribute the same, and any Custodian in any such judicial
proceedings is hereby authorized by each Holder to make such payments to the
Trustee and, if the Trustee consents to the making of such payments directly to
the Holders, to pay to the Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agent and
counsel, and any other amounts due the Trustee under Section 7.08. Nothing
herein contained shall be deemed to authorize the Trustee to authorize or
consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Five-Year
Notes or the rights of any Holder thereof, or to authorize the Trustee to vote
in respect of the claim of any Holder in any such proceeding.

         SECTION 6.10      PRIORITIES.

         If the Trustee collects any money pursuant to this Article 6, it shall
pay out such money in the following order:

                    First: to the Trustee for amounts due under Section 7.08;

                    Second: to the Holders for interest accrued on the Five-Year
               Notes, ratably, without preference or priority of any kind,
               according to the amounts due and payable on the Five-Year Notes
               for interest;

                    Third: to the Holders for principal amounts (including any
               premium) owing under the Five-Year Notes, ratably, without
               preference or priority of any kind, according to the amounts due
               and payable on the Five-Year Notes for principal (including any
               premium); and

                    Fourth: the balance, if any, to Alderwoods.

         The Trustee, upon prior written notice to Alderwoods, may fix a record
date and payment date for any payment to Holders pursuant to this Section 6.10.

         SECTION 6.11      UNDERTAKING FOR COSTS.

         In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as Trustee, a court may in its discretion require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in the suit, having due regard to
the merits and good faith of the claims or defenses made by the party litigant.
This Section 6.11 does not apply to any suit by the Trustee, any suit by a
Holder pursuant to Section 6.07, or a suit by Holders of more than 10% in
aggregate principal amount of the outstanding Five-Year Notes.

         SECTION 6.12      RESTORATION OF RIGHTS AND REMEDIES.

         If the Trustee or any Holder has instituted any proceeding to enforce
any right or remedy under this Indenture or any Five-Year Note and such
proceeding has been discontinued or abandoned for any reason, or has been
determined adversely to the Trustee or to such Holder, then and in every such
case Alderwoods, the Trustee


                                      39
<PAGE>

and the Holders shall, subject to any determination in such proceeding, be
restored severally and respectively to their former positions hereunder, and
thereafter all rights and remedies of the Trustee and the Holders shall
continue as though no such proceeding had been instituted.

                                   ARTICLE 7

                                    TRUSTEE

SECTION 7.01      DUTIES.

         (a) If an Event of Default has occurred and is continuing, the
Trustee shall exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in their exercise, as a
prudent Person would exercise or use under the circumstances in the conduct
of such Person's own affairs.

         (b) Except during the continuance of an Event of Default,

              (1) the Trustee need perform only such duties as are specifically
         set forth in this Indenture, and no implied covenants or obligations
         shall be read into this Indenture against the Trustee; and

              (2) in the absence of bad faith on its part, the Trustee may
         conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon certificates or
         opinions furnished to the Trustee and conforming to the requirements
         of this Indenture; but if any such certificates or opinions that by
         any provision hereof are specifically required to be furnished to the
         Trustee, the Trustee shall be under a duty to examine the same to
         determine whether they conform to the requirements of this Indenture.

         (c) No provision of this Indenture shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent
failure to act, or its own willful misconduct, except that:

              (1) this paragraph does not limit the effect of paragraph (b) of
         this Section 7.01;

              (2) the Trustee shall not be liable for any error of judgment
         made in good faith by a Trust Officer, unless it is proved that the
         Trustee was negligent in ascertaining the pertinent facts;

              (3) the Trustee shall not be liable with respect to any action it
         takes or omits to take in good faith in accordance with a direction
         received by it pursuant to Section 6.05;

         (d) No provision of this Indenture shall require the Trustee to
expend or risk its own funds or otherwise incur any financial liability in
the performance of any of its duties hereunder or in the exercise of any of
its rights or powers if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability
is not reasonably assured to it.

         (e) Every provision of this Indenture that in any way relates to the
Trustee is subject to paragraphs (a), (b), (c) and (d) of this Section 7.01.

SECTION 7.02      RIGHTS OF TRUSTEE.

         Subject to the TIA:

         (a) the Trustee may rely on any document reasonably believed by it
to be genuine and to have been signed or presented by the proper Person, and
the Trustee need not investigate any fact or matter stated in the document;

                                      40

<PAGE>

         (b) before the Trustee acts or refrains from acting, it may consult
with counsel and may require an Officers' Certificate or an Opinion of Counsel,
which shall conform to Sections 11.04 and 11.05, and the Trustee shall not be
liable for any action it takes or omits to take in good faith in reliance on
such certificate or opinion;

         (c) the Trustee may act through its attorneys and agents and shall
not be responsible for the misconduct or negligence of any agent appointed
with due care;

         (d) the Trustee shall not be liable for any action taken or omitted
by it in good faith and reasonably believed by it to be authorized or within
the discretion, rights or powers conferred upon it by this Indenture other
than any liabilities arising out of its own negligence;

         (e) the Trustee may consult with counsel of its own choosing and the
advice or opinion of such counsel as to matters of law shall be full and
complete authorization and protection in respect of any action taken, omitted
or suffered by it hereunder in good faith and in accordance with the advice
or opinion of such counsel;

         (f) the Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, notice, request, direction, consent, order, bond,
debenture, or other paper or document, but the Trustee, in its discretion,
may make such further inquiry or investigation into such facts or matters as
it may see fit; and

         (g) the Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request, order or
direction of any of the Holders pursuant to the provisions of this Indenture,
unless such Holders shall have offered to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities which may be incurred
thereby.

SECTION 7.03      INDIVIDUAL RIGHTS OF TRUSTEE.

         The Trustee, any Paying Agent, Registrar or any other agent of
Alderwoods, in its individual or any other capacity, may become the owner or
pledgee of Five-Year Notes and, subject to Sections 7.11 and 7.12 and TIA
Sections 310 and 311, may otherwise deal with Alderwoods and its Subsidiaries
with the same rights it would have if it were not the Trustee, Paying Agent,
Registrar or such other agent.

SECTION 7.04      TRUSTEE'S DISCLAIMER.

         The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Five-Year Notes, it shall not be
accountable for Alderwoods' use or application of the proceeds from the
Five-Year Notes, it shall not be responsible for the use or application of
any money received by any Paying Agent other than the Trustee and it shall
not be responsible for any statement in the Five-Year Notes other than the
Trustee's certificate of authentication.

SECTION 7.05      NOTICE OF DEFAULT.

         If a Default or an Event of Default occurs and is continuing and if
it is known to the Trustee, the Trustee shall mail to each Holder notice of
the Default or Event of Default within 30 days after such Default or Event of
Default becomes known to the Trustee; PROVIDED, HOWEVER, that, except in the
case of a Default in the payment of the principal of, premium, if any, or
interest on any Five-Year Note, the Trustee shall be protected in withholding
such notice if and so long as the board of directors, the executive committee
of the board of directors or a committee of the directors of the Trustee
and/or Trust Officers in good faith determines that the withholding of such
notice is in the interest of the Holders.

                                      41

<PAGE>

SECTION 7.06      MONEY HELD IN TRUST.

         All moneys received by the Trustee shall, until used or applied as
herein provided, be held in trust for the purposes for which they were
received, but need not be segregated from other funds except to the extent
required herein or by law. The Trustee shall not be under any liability for
interest on any moneys received by it hereunder, except as the Trustee may
agree with Alderwoods.

SECTION 7.07      REPORTS BY TRUSTEE TO HOLDERS.

         Within 60 days after each May 31st beginning with the May 31st
following the date of this Indenture, the Trustee shall, to the extent that
any of the events described in TIA Section 313(a) shall have occurred within
the previous twelve months, but not otherwise, mail to each Holder a brief
report dated as of such May 31st that complies with TIA Section 313(a). The
Trustee also shall comply with TIA Sections 313(b) and 313(c).

         A copy of each report at the time of its mailing to Holders shall be
mailed to Alderwoods and filed with the Commission and each securities
exchange, if any, on which the Five-Year Notes are listed.

         Alderwoods shall notify the Trustee in writing if the Five-Year
Notes become listed on any securities exchange.

SECTION 7.08      COMPENSATION AND INDEMNITY.

         Alderwoods covenants and agrees to pay the Trustee from time to time
reasonable compensation for its services. The Trustee's compensation shall
not be limited by any law on compensation of a trustee of an express trust.
Alderwoods shall reimburse the Trustee upon request for all reasonable
disbursements, expenses and advances incurred or made by it. Such expenses
shall include the reasonable compensation, disbursements and expenses of the
Trustee's agents and counsel.

         Alderwoods shall indemnify the Trustee for, and hold it harmless
against, any loss or liability incurred by it arising out of or in connection
with the administration of this trust and its rights or duties hereunder,
including the costs and expenses of defending itself against any claim or
liability in connection with the exercise or performance of any of its powers
or duties hereunder. The Trustee shall notify Alderwoods promptly of any
claim asserted against the Trustee for which it may seek indemnity.
Alderwoods shall defend the claim and the Trustee shall cooperate in the
defense. The Trustee may have separate counsel and Alderwoods shall pay the
reasonable fees and expenses of such counsel. Alderwoods need not pay for any
settlement made without its prior written consent. Alderwoods need not
reimburse any expense or indemnify against any loss or liability to the
extent incurred by the Trustee through its negligence, bad faith or willful
misconduct.

         To secure the payment obligations of Alderwoods in this Section
7.08, the Trustee shall have a Lien prior to the Five-Year Notes on all
assets held or collected by the Trustee, in its capacity as Trustee, except
assets held in trust to pay principal of, premium, if any, or interest on
particular Five-Year Notes.

         When the Trustee incurs expenses or renders services in connection
with an Event of Default specified in Section 6.01(g) or (h), the expenses
and the compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.

         The obligations of Alderwoods under this Section 7.08 and any Lien
arising hereunder shall survive the resignation or removal of any trustee,
the discharge of the obligations of Alderwoods pursuant to Article 8 and/or
the termination of this Indenture.

SECTION 7.09      REPLACEMENT OF TRUSTEE.

         The Trustee may resign by so notifying Alderwoods. The Holders of a
majority in principal amount of the outstanding Five-Year Notes may remove
the Trustee by so notifying Alderwoods and the Trustee and may appoint a
successor trustee with Alderwoods' prior written consent. Alderwoods may
remove the Trustee if:

                                      42
<PAGE>

         (a) the Trustee fails to comply with Section 7.11;

         (b) the Trustee is adjudged a bankrupt or an insolvent or an order
for relief is entered with respect to the Trustee under any Bankruptcy Law;

         (c) a receiver or other public officer takes charge of the Trustee
or its property; or

         (d) the Trustee becomes incapable of acting.

         If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, Alderwoods shall notify each Holder of such
event and shall promptly appoint a successor Trustee. The Trustee shall be
entitled to payment of its fees and reimbursement of its expenses while
acting as Trustee as provided in Section 7.08, and to the extent such amounts
remain unpaid, the Trustee that has resigned or has been removed shall retain
the Lien afforded by Section 7.08. Within one year after the successor
Trustee takes office, the Holders of a majority in principal amount of the
outstanding Five-Year Notes may, with Alderwoods' prior written consent,
appoint a successor Trustee to replace the successor Trustee appointed by
Alderwoods.

         A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to Alderwoods. Immediately after
that, the retiring Trustee shall transfer all property held by it as Trustee
to the successor Trustee, subject to the Lien provided in Section 7.08, the
resignation or removal of the retiring Trustee shall become effective, and
the successor Trustee shall have all the rights, powers and duties of the
Trustee under this Indenture. A successor Trustee shall mail notice of its
succession to each Holder.

         If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee, Alderwoods or
the Holders of at least 10% in principal amount of the outstanding Five-Year
Notes may petition any court of competent jurisdiction for the appointment of
a successor Trustee.

         If the Trustee fails to comply with Section 7.11, any Holder may
petition any court of competent jurisdiction for the removal of the Trustee
and the appointment of a successor Trustee.

         Notwithstanding replacement of the Trustee pursuant to this Section
7.09, the obligations of Alderwoods under Section 7.08 shall continue for the
benefit of the retiring Trustee.

SECTION 7.10      SUCCESSOR TRUSTEE BY MERGER, ETC.

         If the Trustee consolidates with, merges or converts into, or
transfers all or substantially all of its corporate trust business to,
another corporation or national banking association, the resulting, surviving
or transferee corporation or national banking association without any further
act shall, if such resulting, surviving or transferee corporation or national
banking association is otherwise eligible hereunder, be the successor Trustee.

SECTION 7.11      ELIGIBILITY; DISQUALIFICATION.

         There shall at all times be a Trustee hereunder which shall be
eligible to act as Trustee under TIA Sections 310(a)(1) and 310(a)(5) and
which shall have a combined capital and surplus of at least $500,000,000. If
such corporation publishes reports of condition at least annually, pursuant
to law or to the requirements of federal, state, territorial or District of
Columbia supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such corporation shall be deemed
to be its combined capital and surplus as set forth in its most recent report
of condition so published. If at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section, the Trustee shall
resign immediately in the manner and with the effect specified in this
Article.

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<PAGE>

SECTION 7.12      PREFERENTIAL COLLECTION OF CLAIMS AGAINST ALDERWOODS.

         The Trustee shall comply with TIA Section 311(a), excluding any
creditor relationship listed in TIA Section 311(b). If the present or any
future Trustee shall resign or be removed, it shall be subject to TIA Section
311(a) to the extent provided therein.

                                   ARTICLE 8

                     SATISFACTION AND DISCHARGE OF INDENTURE

SECTION 8.01      TERMINATION OF THE OBLIGATION OF ALDERWOODS.

         Alderwoods may terminate its obligations under the Five-Year Notes
and this Indenture, except those obligations referred to in the penultimate
paragraph of this Section 8.01, if all Five-Year Notes previously
authenticated and delivered (other than destroyed, lost or stolen Five-Year
Notes that have been replaced or paid or Five-Year Notes for whose payment
money has theretofore been deposited with the Trustee or the Paying Agent in
trust or segregated and held in trust by Alderwoods and thereafter repaid to
Alderwoods, as provided in Section 8.04) have been delivered to the Trustee
for cancellation and Alderwoods has paid all sums payable by it hereunder, or
if:

         (a) either (i) pursuant to Article 3, Alderwoods shall have given
notice to the Trustee and mailed a notice of redemption to each Holder of the
redemption of all of the Five-Year Notes under arrangements satisfactory to
the Trustee for the giving of such notice or (ii) all Five-Year Notes have
otherwise become due and payable hereunder;

         (b) Alderwoods shall have irrevocably deposited or caused to be
deposited with the Trustee or a trustee reasonably satisfactory to the
Trustee, under the terms of an irrevocable trust agreement in form and
substance satisfactory to the Trustee, as trust funds in trust solely for the
benefit of the Holders for that purpose, money in such amount as is
sufficient without consideration of reinvestment of interest, to pay
principal of, premium, if any, and interest on the outstanding Five-Year
Notes to maturity or redemption, as certified in a certificate of a
nationally recognized firm of independent public accountants; PROVIDED that
the Trustee shall have been irrevocably instructed to apply such money to the
payment of said principal, premium, if any, and interest with respect to the
Five-Year Notes;

         (c) no Default or Event of Default with respect to this Indenture or
the Five-Year Notes shall have occurred and be continuing on the date of such
deposit or shall occur as a result of such deposit and such deposit will not
result in a breach or violation of, or constitute a default under, any other
instrument to which Alderwoods is a party or by which it is bound;

         (d) Alderwoods shall have paid all other sums payable by it
hereunder; and

         (e) Alderwoods shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent providing for the termination of Alderwoods' obligation under the
Five-Year Notes and this Indenture have been complied with.

         Notwithstanding the foregoing paragraph, Alderwoods' obligations in
Sections 2.05, 2.06, 2.07, 2.08, 4.01, 4.02 and 7.08 shall survive until the
Five-Year Notes are no longer outstanding pursuant to Section 2.10. After the
Five-Year Notes are no longer outstanding, Alderwoods' obligations in
Sections 7.08, 8.03, 8.04 and 8.05 shall survive.

         After such delivery or irrevocable deposit the Trustee upon request
shall acknowledge in writing the discharge of Alderwoods' obligations under
the Five-Year Notes except for those surviving obligations specified above.

                                      44
<PAGE>

SECTION 8.02      LEGAL DEFEASANCE AND COVENANT DEFEASANCE.

         (a) Alderwoods may, at its option by Board Resolution, at any time,
with respect to the Five-Year Notes, elect to have either paragraph (b) or
paragraph (c) below be applied to the outstanding Five-Year Notes upon
compliance with the conditions set forth in paragraph (d).

         (b) Upon Alderwoods' exercise under paragraph (a) of the option
applicable to this paragraph (b), Alderwoods shall be deemed to have been
released and discharged from its obligations with respect to the outstanding
Five-Year Notes on the date the conditions set forth below are satisfied
(hereinafter, "LEGAL DEFEASANCE"). For this purpose, such legal defeasance
means that Alderwoods shall be deemed to have paid and discharged the entire
indebtedness represented by the outstanding Five-Year Notes, which shall
thereafter be deemed to be "OUTSTANDING" only for the purposes of paragraph
(e) below and the other Sections of and matters under this Indenture referred
to in (i) and (ii) below, and to have satisfied all its other obligations
under such Five-Year Notes and this Indenture insofar as such Five-Year Notes
are concerned (and the Trustee, at the expense of Alderwoods, shall execute
proper instruments acknowledging the same), except for the following which
shall survive until otherwise terminated or discharged hereunder: (i) the
rights of Holders of outstanding Five-Year Notes to receive solely from the
trust fund described in paragraph (d) below and as more fully set forth in
such paragraph, payments in respect of the principal of, premium, if any, and
interest on such Five-Year Notes when such payments are due, (ii) Alderwoods'
obligations with respect to such Five-Year Notes under Sections 2.06, 2.07
and 4.02, and, with respect to the Trustee, under Section 7.08, (iii) the
rights, powers, trusts, duties and immunities of the Trustee hereunder, and
(iv) this Article 8. Subject to compliance with this Section 8.02, Alderwoods
may exercise its option under this paragraph (b) notwithstanding the prior
exercise of its option under paragraph (c) below with respect to the
Five-Year Notes.

         (c) Upon the exercise by Alderwoods under paragraph (a) of the
option applicable to this paragraph (c), Alderwoods shall be released and
discharged from its obligations under any covenant contained in Article 5 and
in Sections 4.05 through 4.17 with respect to the outstanding Five-Year Notes
on and after the date the conditions set forth below are satisfied
(hereinafter, "COVENANT DEFEASANCE"), and the Five-Year Notes shall
thereafter be deemed to be not "OUTSTANDING" for the purpose of any
direction, waiver, consent or declaration or act of Holders (and the
consequences of any thereof) in connection with such covenants, but shall
continue to be deemed "OUTSTANDING" for all other purposes hereunder. For
this purpose, such covenant defeasance means that, with respect to the
outstanding Five-Year Notes, Alderwoods may omit to comply with and shall
have no liability in respect of any term, condition or limitation set forth
in any such covenant, whether directly or indirectly, by reason of any
reference elsewhere herein to any such covenant or by reason of any reference
in any such covenant to any other provision herein or in any other document
and such omission to comply shall not constitute a Default or an Event of
Default under Section 6.01, but, except as specified above, the remainder of
this Indenture and such Five-Year Notes shall be unaffected thereby.

         (d) The following shall be the conditions to application of either
paragraph (b) or paragraph (c) above to the outstanding Five-Year Notes:

             (i) Alderwoods shall irrevocably have deposited or caused to be
deposited with the Trustee (or another trustee satisfying the requirements of
Section 7.11 who shall agree to comply with the provisions of this Section
8.02 applicable to it) as trust funds in trust for the purpose of making the
following payments, specifically pledged as security for, and dedicated
solely to, the benefit of the Holders of such Five-Year Notes, (A) cash, in
United States dollars, in an amount sufficient to pay principal of, premium,
if any, and interest on the outstanding Five-Year Notes on the Maturity Date,
(B) direct non-callable obligations of, or non-callable obligations
guaranteed by, the United States of America for the payment of which
guarantee or obligation the full faith and credit of the United States is
pledged ("U.S. GOVERNMENT OBLIGATIONS") maturing as to principal, premium, if
any, and interest in such amounts of cash, in United States dollars, and at
such times as are sufficient without consideration of any reinvestment of
interest, to pay principal of, premium, if any, and interest on the
outstanding Five-Year Notes not later than one day before the due date of any
payment, or (C) a combination thereof, sufficient, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, to pay and discharge
and which shall be applied by the Trustee (or other qualifying trustee) to
pay and discharge principal of, premium, if any, and interest on the
outstanding Five-Year Notes (except lost, stolen or destroyed Five-Year Notes
which have been replaced or repaid) on the Maturity

                                      45
<PAGE>

Date thereof or otherwise in accordance with the terms of this Indenture and
of such Five-Year Notes; PROVIDED, HOWEVER, that the Trustee (or other
qualifying trustee) shall have received an irrevocable written order from
Alderwoods instructing the Trustee (or other qualifying trustee) to apply
such money or the proceeds of such U.S. Government Obligations to said
payments with respect to the Five-Year Notes, and to secure the payment
obligations of Alderwoods under this Section 8.02(d), the Trustee shall have
a perfected Lien prior to all other creditors on all such money and proceeds;

             (ii) no Default or Event of Default with respect to the
Five-Year Notes shall have occurred and be continuing on the date of such
deposit or, insofar as Section 6.01(a) is concerned, at any time during the
period commencing on the date of such deposit and ending on the 91st day
thereafter (it being understood that this condition shall not be deemed
satisfied until the expiration of such period);

             (iii) such legal defeasance or covenant defeasance shall not
cause the Trustee to have a conflicting interest with respect to any
securities of Alderwoods;

             (iv) such legal defeasance or covenant defeasance shall not
result in a breach or violation of, or constitute a Default or Event of
Default under, this Indenture or any other material agreement or instrument
to which Alderwoods is a party or by which it is bound;

             (v) in the case of an election under paragraph (b) above,
Alderwoods shall have delivered to the Trustee an Opinion of Counsel stating
that (A) Alderwoods has received from, or there has been published by, the
Internal Revenue Service a ruling or (B) since the date of this Indenture,
there has been a change in the applicable federal income tax law, in either
case to the effect that, and based thereon such opinion shall confirm that,
the Holders of the outstanding Five-Year Notes will not recognize income,
gain or loss for federal income tax purposes as a result of such legal
defeasance and will be subject to federal income tax on the same amounts, in
the same manner and at the same times as would have been the case if such
legal defeasance had not occurred;

             (vi) in the case of an election under paragraph (c) above,
Alderwoods shall have delivered to the Trustee an Opinion of Counsel to the
effect that the Holders of the outstanding Five-Year Notes will not recognize
income, gain or loss for federal income tax purposes as a result of such
covenant defeasance and will be subject to federal income tax on the same
amounts, in the same manner and at the same times as would have been the case
if such covenant defeasance had not occurred;

             (vii) in the case of an election under either paragraph (b) or
(c) above, Alderwoods shall have delivered to the Trustee an Opinion of
Counsel to the effect that, (A) the trust funds will not be subject to any
rights of any other holders of Indebtedness of Alderwoods, and (B) after the
91st day following the deposit, the trust funds will not be subject to the
effect of any applicable Bankruptcy Law; PROVIDED, HOWEVER, that if a court
were to rule under any such law in any case or proceeding that the trust
funds remained property of Alderwoods, no opinion needs to be given as to the
effect of such laws on the trust funds except the following: (x) assuming
such trust funds remained in the Trustee's possession prior to such court
ruling to the extent not paid to Holders of Five-Year Notes, the Trustee will
hold, for the benefit of the Holders of Five-Year Notes, a valid and
enforceable security interest in such trust funds that is not avoidable in
bankruptcy or otherwise, subject only to principles of equitable
subordination, (y) the Holders of Five-Year Notes will be entitled to receive
adequate protection of their interests in such trust funds if such trust
funds are used, and (z) no property, rights in property or other interests
granted to the Trustee or the Holders of Five-Year Notes in exchange for or
with respect to any of such funds will be subject to any prior rights of any
other Person, subject only to prior Liens granted under Section 364 of Title
11 of the U.S. Bankruptcy Code (or any section of any other Bankruptcy Law
having the same effect), but still subject to the foregoing clause (y); and

             (viii) Alderwoods shall have delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that (A) all
conditions precedent provided for relating to either the legal defeasance
under paragraph (b) above or the covenant defeasance under paragraph (c)
above, as the case may be, have been complied with and (B) if any other
Indebtedness of Alderwoods shall then be outstanding or committed, such legal
defeasance or covenant defeasance will not violate the provisions of the
agreements or instruments evidencing such Indebtedness.

                                      46
<PAGE>
         (e) All money and U.S. Government Obligations (including the
proceeds thereof) deposited with the Trustee (or other qualifying trustee)
pursuant to paragraph (d) above in respect of the outstanding Five-Year Notes
shall be held in trust and applied by the Trustee (or other qualifying
trustee), in accordance with the provisions of such Five-Year Notes and this
Indenture, to the payment, either directly or through any Paying Agent (other
than Alderwoods or any Affiliate of Alderwoods) as the Trustee (or other
qualifying trustee) may determine, to the Holders of such Five-Year Notes of
all sums due and to become due thereon in respect of principal, premium and
interest, but such money need not be segregated from other funds except to
the extent required by law.

         Alderwoods shall pay and indemnify the Trustee (or other qualifying
trustee) against any tax, fee or other charge imposed on or assessed against
the U.S. Government Obligations deposited pursuant to paragraph (d) above or
the principal, premium, if any, and interest received in respect thereof
other than any such tax, fee or other charge which by law is for the account
of the Holders of the outstanding Five-Year Notes.

         Anything in this Section 8.02 to the contrary notwithstanding, the
Trustee (or other qualifying trustee) shall deliver or pay to Alderwoods from
time to time upon the request, in writing, by Alderwoods any money or U.S.
Government Obligations held by it as provided in paragraph (d) above that, in
the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee (or
other qualifying trustee), are in excess of the amount thereof that would
then be required to be deposited to effect an equivalent legal defeasance or
covenant defeasance.

SECTION 8.03      APPLICATION OF TRUST MONEY.

         The Trustee shall hold in trust money or U.S. Government Obligations
deposited with it pursuant to Sections 8.01 and 8.02, and shall apply the
deposited money and the money from U.S. Government Obligations in accordance
with this Indenture to the payment of principal of, premium, if any, and
interest on the Five-Year Notes.

SECTION 8.04      REPAYMENT TO ALDERWOODS.

         Subject to Sections 7.08, 8.01 and 8.02, the Trustee shall promptly
pay to Alderwoods, upon receipt by the Trustee of an Officers' Certificate,
any excess money, determined in accordance with Section 8.02, held by it at
any time. The Trustee and the Paying Agent shall pay to Alderwoods, upon
receipt by the Trustee or the Paying Agent, as the case may be, of an
Officers' Certificate, any money held by it for the payment of principal,
premium, if any, or interest that remains unclaimed for two years after
payment to the Holders is required; PROVIDED, HOWEVER, that the Trustee and
the Paying Agent before being required to make any payment may, but need not,
at the expense of Alderwoods cause to be published once in a newspaper of
general circulation in The City of New York or mail to each Holder entitled
to such money notice that such money remains unclaimed and that after a date
specified therein, which shall be at least 30 days from the date of such
publication or mailing, any unclaimed balance of such money then remaining
will be repaid to Alderwoods. After payment to Alderwoods, Holders entitled
to money must look solely to Alderwoods for payment as general creditors
unless an applicable abandoned property law designates another Person, and
all liability of the Trustee or Paying Agent with respect to such money shall
thereupon cease.

SECTION 8.05      REINSTATEMENT.

         If the Trustee or Paying Agent is unable to apply any money or U.S.
Government Obligations in accordance with this Indenture by reason of any
legal proceeding or by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, then and only then Alderwoods' obligations under this Indenture
and the Five-Year Notes shall be revived and reinstated as though no deposit
had been made pursuant to this Indenture until such time as the Trustee is
permitted to apply all such money or U.S. Government Obligations in
accordance with this Indenture; PROVIDED, HOWEVER, that if Alderwoods has
made any payment of principal of, premium, if any, or interest on any
Five-Year Notes because of the reinstatement of its obligations, Alderwoods
shall be subrogated to the rights of the Holders of such Five-Year Notes to
receive such payment from the money or U.S. Government Obligations held by
the Trustee or Paying Agent.

                                      47
<PAGE>
                                    ARTICLE 9

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

SECTION 9.01      WITHOUT CONSENT OF HOLDERS.

         Alderwoods, when authorized by a Board Resolution, and the Trustee
may amend, waive or supplement this Indenture or the Five-Year Notes without
notice to or consent of any Holder:

         (a) to cure any ambiguity, defect or inconsistency;

         (b) to comply with Article 5;

         (c) to comply with any requirements of the Commission to effect or
maintain the qualification of this Indenture under the TIA; or

         (d) to make any change that would provide any additional benefit or
rights to the Holders or that does not adversely affect the rights of any
Holder.

SECTION 9.02      WITH CONSENT OF HOLDERS.

         Subject to Section 6.04, Alderwoods, when authorized by a Board
Resolution, and the Trustee may amend this Indenture or the Five-Year Notes
with the written consent of the Holders of not less than a majority in
aggregate principal amount of the Five-Year Notes then outstanding, and the
Holders of not less than a majority in aggregate principal amount of the
Five-Year Notes then outstanding by written notice to the Trustee may waive
future compliance by Alderwoods with any provision of this Indenture or the
Five-Year Notes.

         Notwithstanding the provisions of this Section 9.02, without the
consent of each Holder affected, an amendment or waiver, including a waiver
pursuant to Section 9.01, may not:

         (a) reduce the percentage in outstanding aggregate principal amount
of Five-Year Notes the Holders of which must consent to an amendment,
supplement or waiver of any provision of this Indenture or the Five-Year
Notes;

         (b) reduce or change the rate or time for payment of interest on any
Five-Year Note;

         (c) change the currency in which any Five-Year Note, or any premium
or interest thereon, is payable;

         (d) reduce the principal amount outstanding of or extend the fixed
maturity of any Five-Year Note or alter the redemption provisions with
respect thereto;

         (e) make the principal of, premium, if any, or interest on any
Five-Year Note payable in money other than that stated in the Five-Year Note;

         (f) modify this Section 9.02 or Section 6.04 or Section 6.07;

         (g) amend, alter, change or modify the obligation of Alderwoods to
make and consummate a Change of Control Offer in the event of a Change of
Control or make and consummate the offer with respect to any Asset Sale or
modify any of the provisions or definitions with respect thereto;

         (h) modify or change any provision of this Indenture affecting the
senior ranking of the Five-Year Notes;

                                      48
<PAGE>
         (i) impair the right to institute suit for the enforcement of any
payment on or with respect to the Five-Year Notes;

         (j) release all or substantially all Subsidiary Guarantors and other
guarantors, if any, from guarantees of the Indebtedness evidenced by the
Five-Year Notes; or

         (k) release all or substantially all Collateral.

         It shall not be necessary for the consent of the Holders under this
Section 9.02 to approve the particular form of any proposed amendment,
supplement or waiver, but it shall be sufficient if such consent approves the
substance thereof.

         After an amendment, supplement or waiver under this Section 9.02
becomes effective, Alderwoods shall mail to the Holder of each Five-Year Note
affected thereby, with a copy to the Trustee, a notice briefly describing the
amendment, supplement or waiver. Any failure of Alderwoods to mail such
notice, or any defect therein, shall not, however, in any way impair or
affect the validity of any amendment, supplement or waiver.

SECTION 9.03      COMPLIANCE WITH TRUST INDENTURE ACT.

         Every amendment of or supplement to this Indenture or the Five-Year
Notes shall comply with the TIA as then in effect.

SECTION 9.04      REVOCATION AND EFFECT OF CONSENTS.

         Until an amendment, supplement or waiver becomes effective, a
consent to it by a Holder is a continuing consent by such Holder and every
subsequent Holder of that Five-Year Note or portion of that Five-Year Note
that evidences the same debt as the consenting Holder's Five-Year Note, even
if notation of the consent is not made on any Five-Year Note. However, any
such Holder or subsequent Holder may revoke the consent as to his Five-Year
Note or portion of a Five-Year Note prior to such amendment, supplement or
waiver becoming effective. Such revocation shall be effective only if the
Trustee receives the notice of revocation before the date the amendment,
supplement or waiver becomes effective. Notwithstanding the above, nothing in
this paragraph shall impair the right of any Holder under Section 316(b) of
the TIA.

         Alderwoods may, but shall not be obligated to, fix a record date for
the purpose of determining the Holders entitled to consent to any amendment,
supplement or waiver. If a record date is fixed, then notwithstanding the
second and third sentences of the immediately preceding paragraph, those
Persons who were Holders at such record date (or their duly designated
proxies), and only those Persons, shall be entitled to consent to such
amendment, supplement or waiver or to revoke any consent previously given,
whether or not such Persons continue to be Holders after such record date.
Such consent shall be effective only for actions taken within 90 days after
such record date.

         After an amendment, supplement or waiver becomes effective, it shall
bind every Holder; unless it makes a change described in any of clauses (a)
through (k) of Section 9.02; if it makes such a change, the amendment,
supplement or waiver shall bind every consenting Holder and subsequent Holder
of a Five-Year Note or portion of a Five-Year Note that evidences the same
debt as the consenting Holder's Five-Year Note.

SECTION 9.05      NOTATION ON OR EXCHANGE OF FIVE-YEAR NOTES.

         If an amendment, supplement or waiver changes the terms of a
Five-Year Note, the Trustee shall (in accordance with the specific direction
of Alderwoods) request the Holder of the Five-Year Note to deliver it to the
Trustee. The Trustee shall (in accordance with the specific direction of
Alderwoods) place an appropriate notation on the Five-Year Note about the
changed terms and return it to the Holder. Alternatively, if Alderwoods or
the Trustee so determines, Alderwoods in exchange for the Five-Year Note
shall issue and the Trustee shall authenticate a new Five-Year Note that
reflects the changed terms. Failure to make the appropriate notation or issue
a new Five-Year Note shall not affect the validity and effect of such
amendment, supplement or waiver.

                                      49
<PAGE>

SECTION 9.06      TRUSTEE MAY SIGN AMENDMENTS, ETC.

         The Trustee shall sign any amendment, supplement or waiver
authorized pursuant to this Article 9 if the amendment, supplement or waiver
does not adversely affect the rights, duties, liabilities or immunities of
the Trustee. If it does, the Trustee may, but need not, sign it. In signing
or refusing to sign such amendment, supplement or waiver, the Trustee shall
be entitled to receive, and shall be fully protected in relying upon, an
Officers' Certificate and an Opinion of Counsel stating that the execution of
any amendment, supplement or waiver is authorized or permitted by this
Indenture, that it is not inconsistent herewith and that it will be valid and
binding upon Alderwoods in accordance with its terms.

                                   ARTICLE 10

                                    SECURITY

SECTION 10.01     SECURITY INTEREST.

         (a) To secure the payment of the Indenture Obligations, Alderwoods,
the Subsidiary Guarantors and the Collateral Agent, on behalf of the Trustee
and the Exit Facility Agent, have entered into the Security Agreement, the
Control Agreements (as defined in the Exit Facility), the Deposit Account
Agreements (as defined in the Exit Facility) and the Mortgages (collectively,
the "COLLATERAL DOCUMENTS"), which shall grant the Collateral Agent, on
behalf of the Trustee, a Lien on all assets (other than Capital Stock)
subject and subordinate to Liens securing the Exit Facility. The Trustee and
each Holder, by accepting Five-Year Notes issued under this Indenture,
acknowledge the binding effect of the Collateral Documents as in effect and
in existence on the date hereof; provided, that in the event of a conflict
between the provisions of Collateral Documents and the provisions of the TIA,
the provisions of the TIA will control. The Trustee is hereby authorized to
execute on behalf of the Holders a collateral agency agreement, which will
appoint the Collateral Agent as collateral agent for the Holders, the
Guaranty Inducement Agreement and amendments, restatements, supplements,
modifications and/or replacements thereto.

         (b) The Collateral will be held for the equal and ratable benefit
and security of the Holders of Five-Year Notes without preference, priority,
or distinction of any thereof over any other by reason of difference in time
of issuance, sale, or otherwise, and for the enforcement of the Indenture
Obligations.

         (c) The security interests granted hereunder and under the
Collateral Documents or any similar agreement or document and any and all
rights with respect to any of the Collateral will be subordinated in all
respects to security interests and rights with respect to the Collateral
granted in respect of the Exit Facility pursuant to the Intercreditor
Agreement which the Trustee is hereby authorized to execute on behalf of the
Holders together with such amendments, restatements, supplements,
modifications and/or replacements with respect thereto as shall be necessary
or desirable to give effect to such subordination.

         (d) The initial aggregate book value of the Collateral will be no
less than the product of (i) the aggregate original principal amount of the
Exit Facility commitment and the original principal amount of the Five-Year
Notes times (ii) 1.25. Except as otherwise provided on Schedule 10.02, the
Collateral will initially include the real property listed on Schedule 10.01.

SECTION 10.02     RECORDING OF SECURITY INTERESTS; OPINIONS OF COUNSEL.

         (a) Alderwoods and each Subsidiary Guarantor has executed,
delivered, filed, and recorded or, as set forth on Schedule 10.02, will
execute, deliver, file, and record, all instruments and documents, and has
done or, as set forth on Schedule 10.02, will do all such acts and other
things, at Alderwoods' or such Subsidiary Guarantor's expense, as applicable,
as are necessary to subject Collateral to the Collateral Documents. Subject
to Schedule 10.02, Alderwoods will, and will cause each Subsidiary Guarantor,
as applicable, to execute, deliver, file and record all instruments and do
all acts and other things as may be reasonably necessary to perfect, maintain
and protect the security interest provided for in Section 10.01.

                                      50
<PAGE>

         (b) In addition to its obligations under the Collateral Documents,
Alderwoods will, and will cause each Subsidiary Guarantor to, deliver
promptly after the execution and delivery of this Indenture any other
instrument of further assurance or amendment or waiver of any provision of
this Indenture or the Collateral Documents relating to the lien and security
interest in Collateral for the benefit of the Holders of Five-Year Notes, an
Opinion of Counsel in a form reasonably acceptable to the Trustee either (i)
stating that, in the opinion of such counsel, this Indenture, the Collateral
Documents, any financing statements, any continuation statements, and any
other instruments of further assurance or amendment have been properly
recorded, registered, and filed with respect to such types of Collateral as
to which a lien and security interest may be perfected by such actions, and
that all such other acts and things have been done, to the extent necessary
under applicable law to perfect and make effective the security interest
therein and reciting the elements of such action in reasonable detail, and
stating that, as to the Collateral Documents, such recording, registrations
and filing, and such other acts and things are the only recordings,
registrations and filings, or other acts and things, necessary under
applicable law to give notice thereof and that no rerecordings,
reregistrations, refilings, or other acts or things, are necessary under
applicable law to maintain such notice, further stating that all financing
statements and continuation statements have been executed and filed that are
necessary under applicable law fully to preserve and protect the rights of
the Holders of Five-Year Notes and the Trustee hereunder and under the
Collateral Documents with respect to types of Collateral as to which a lien
and security interest may be perfected by such filing, or (ii) stating that,
in the opinion of such counsel, no such action is necessary under applicable
law to perfect or make effective such security interest. Any such opinion may
be based upon reasonable assumptions not inconsistent with the terms of this
Indenture or the Collateral Documents as to future matters and as to actions
taken and to be taken by Alderwoods and any Subsidiary or any other Person
(other than the Trustee), and may set forth the reasons underlying such
opinion.

SECTION 10.03     RELEASE OF COLLATERAL.

         In addition to its obligations under the Collateral Documents, as a
condition to any release of Collateral, Alderwoods will, and will cause each
Subsidiary Guarantor to, deliver to the Trustee the certificate or opinion,
if any, required by Section 314(d) of the TIA as to the fair value of the
Collateral to be released, dated as of a date not more than 60 calendar days
prior to the date of release. Any release of Collateral made in compliance
with the provisions of the Collateral Documents will be deemed not to impair
the security interest provided for in Section 10.01 in contravention of the
provisions of this Indenture. At the request and expense of Alderwoods, and
upon receipt of an Officers' Certificate, the Trustee shall execute and
deliver to Alderwoods (and if it does not do so, hereby directs the
Collateral Agent to do so) all such documents as are reasonably necessary to
release the Lien created under the Collateral Documents or hereunder with
respect to any Collateral that is being transferred to any Person other than
Alderwoods or a Subsidiary Guarantor in a transaction permitted by this
Indenture.

SECTION 10.04     RELEASE UPON DEFEASANCE OR RELEASE OF COMPANY'S OBLIGATIONS.

         If the Indenture Obligations have been terminated and there are no
other Indenture Obligations under the Collateral Documents that remain
outstanding, the Trustee will, upon the request of Alderwoods and on behalf
of the Holders of Five-Year Notes issued hereunder, disclaim and give up any
and all rights it has in or to Collateral and any rights it has under the
Collateral Documents (excluding unasserted indemnity claims thereunder), and
the Trustee will not be deemed to hold the security interest provided for in
Section 10.01 for the benefit of the Holders.

SECTION 10.05     RELIANCE ON OPINION OF COUNSEL.

         The Trustee will, before taking any action under this Article 10, be
entitled to receive an Opinion of Counsel, stating the legal effect of such
action, and that such action will not be in contravention of the provisions
hereof or of the Collateral Documents. Any such opinion will be full
protection to the Trustee for any action taken or omitted to be taken in
reliance thereon.

SECTION 10.06     PAYMENT OF EXPENSES.

         On demand of the Trustee, Alderwoods forthwith will pay or
satisfactorily provide for all reasonable expenditures incurred by the
Trustee under this Indenture and all such sums will be a lien upon Collateral
and will be secured thereby.

                                      51
<PAGE>

SECTION 10.07     TRUSTEE'S DUTIES.

         (a) Subject to Section 10.01 and the provisions of the Collateral
Documents, the Trustee will have power to enter into any agreement or take
any action required by the Collateral Documents pursuant to the terms thereof
and to institute and to maintain such suits and proceedings, to the extent
permitted under the terms of the Collateral Documents, as it may deem
expedient to prevent any impairment of Collateral by any acts which may be
unlawful or in violation of the Collateral Documents or this Indenture,
including the power to institute and maintain suits or proceedings to
restrain the enforcement of or compliance with any legislative or other
governmental enactment, rule, or order that may be unconstitutional or
otherwise invalid or if the enforcement of, or compliance with, such
enactment, rule or order would impair the security interest provided for in
Section 10.01 in contravention of this Indenture or be prejudicial to the
interests of the Holders of Five-Year Notes issued hereunder or of the
Trustee.

         (b) The powers conferred upon the Trustee by this Article 10 are
solely to protect the security interest provided for in Section 10.01 and
will not impose any duty upon the Trustee to exercise any such powers except
as provided in the last sentence of Section 10.03 and as otherwise expressly
provided in this Indenture. The Trustee will be under no duty to Alderwoods
or any Subsidiary Guarantor whatsoever to make or give any presentment,
demand for performance, notice of nonperformance, protest, notice of protest,
notice of dishonor, or other notice or demand in connection with any
Collateral or to take any steps necessary to preserve any rights against
prior parties except as expressly provided in this Indenture. The Trustee
will not be liable to Alderwoods or any Subsidiary Guarantor for failure to
collect or realize upon any or all Collateral, or for any delay in so doing,
nor will the Trustee be under any duty to Alderwoods or any Subsidiary
Guarantor to take any action, whatsoever with regard thereto. The Trustee has
no duty to Alderwoods or to the Holders to comply with any recording, filing,
or other legal requirements necessary to establish or maintain the validity,
priority, or enforceability of, or the Trustee's rights in or to, any
Collateral.

                                   ARTICLE 11

                                  MISCELLANEOUS

SECTION 11.01     TRUST INDENTURE ACT OF 1939.

         This Indenture is subject to the provisions of the TIA that are
required to be a part of this Indenture, and shall, to the extent applicable,
be governed by such provisions.

         If any provision of this Indenture modifies or excludes any
provision of the Trust Indenture Act that may be so modified or excluded, the
latter provision shall be deemed to apply to this Indenture as so modified or
excluded, as the case may be.

SECTION 11.02     NOTICES.

         Any notice or communication shall be sufficiently given if in
writing and delivered in person sent by facsimile (with confirmed answerback)
or mailed by first class mail, postage prepaid, addressed as follows:

         If to Alderwoods or any Restricted Subsidiary or Subsidiary
Guarantor:

         Alderwoods Group, Inc.
         11th Floor, Atria III
         2225 Sheppard Avenue East
         Toronto, Ontario
         Canada M2J 5C2
         Facsimile Number: (416) 498-2449
         Attention: Chief Financial Officer

                                      52
<PAGE>

         With a copy to:

         Alderwoods Group, Inc.
         11th Floor, Atria III
         2225 Sheppard Avenue East
         Toronto, Ontario
         Canada M2J 5C2
         Facsimile Number: (416) 498-2487
         Attention: Treasurer

         If to the Trustee to:

         Wells Fargo Bank Minnesota, N.A.
         Sixth Street and Marquette Avenue
         MAC N9303-120
         Minneapolis, MN 55479
         Facsimile Number:  (612) 667-9825
         Attention: Corporate Trust - Alderwoods Administrator

         The parties hereto by notice to the other parties may designate
additional or different addresses for subsequent notices or communications.

         Any notice or communication mailed, postage prepaid, to a Holder,
including any notice delivered in connection with TIA Section 310(b), TIA
Section 313(c), TIA Section 314(a) and TIA Section 315(b), shall be mailed by
first class mail to such Holder at the address of such Holder as it appears
on the Five-Year Notes register maintained by the Registrar and shall be
sufficiently given to such Holder if so mailed within the time prescribed.
Copies of any such communication or notice to a Holder shall also be mailed
to the Trustee.

         Failure to mail a notice or communication to a Holder or any defect
in it shall not affect its sufficiency with respect to other Holders. Except
for a notice to the Trustee, which is deemed given only when received, if a
notice or communication is mailed in the manner provided above, it is duly
given, whether or not the addressee receives it.

SECTION 11.03     COMMUNICATION BY HOLDERS WITH OTHER HOLDERS.

         Holders may communicate pursuant to TIA Section 312(b) with other
Holders with respect to their rights under this Indenture or the Five-Year
Notes. The obligors, the Trustee, the Registrar and any other Person shall
have the protection of TIA Section 312(c).

SECTION 11.04     CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

         Upon any request or application by Alderwoods to the Trustee to take
any action under this Indenture, Alderwoods shall furnish to the Trustee:

         (a) an Officers' Certificate stating that, in the opinion of the
signers, all conditions precedent, if any, provided for in this Indenture
relating to the proposed action have been complied with; and

         (b) an Opinion of Counsel stating that, in the opinion of such
counsel, all such conditions precedent have been complied with.

SECTION 11.05     STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

         Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include:

                                      53

<PAGE>

         (a) a statement that the Person making such certificate or opinion
has read such covenant or condition;

         (b) a brief statement as to the nature and scope of the examination
or investigation upon which the statement or opinions contained in such
certificate or opinion are based;

         (c) a statement that, in the opinion of such Person, he or she has
made such examination or investigation as is necessary to enable him or her
to express an opinion as to whether or not such covenant or condition has
been complied with; and

         (d) a statement as to whether or not, in the opinion of such Person,
such condition or covenant has been complied with; PROVIDED, HOWEVER, that
with respect to matters of fact an Opinion of Counsel may rely on an
Officers' Certificate or certificates of public officials.

SECTION 11.06     RULES BY TRUSTEE, PAYING AGENT, REGISTRAR.

         The Trustee may make reasonable rules for action by or at a meeting
of Holders. The Paying Agent or Registrar may make reasonable rules for its
functions.

SECTION 11.07     GOVERNING LAW.

         The laws of the State of New York shall govern this Indenture and
the Five-Year Notes. The Trustee, Alderwoods and the Holders agree to submit
to the jurisdiction of the courts of (or federal courts located in) the State
of New York in any action or proceeding arising out of or relating to this
Indenture or the Five-Year Notes.

SECTION 11.08     CONSENT TO SERVICE OF PROCESS.

         Alderwoods irrevocably (a) agrees that any legal suit, action or
proceeding arising out of or based upon this Indenture and the Five-Year
Notes issued hereunder may be instituted in any federal or state court
located in the City of New York, (b) waives, to the fullest extent it may
effectively do so, any objection that it may now or hereafter have to the
laying of venue of any such proceeding, and (c) submits to the nonexclusive
jurisdiction of such courts in any such suit, action or proceeding.
Alderwoods has appointed CT Corporation System, 111 Eighth Avenue, New York
City, NY 10011, as its authorized agent (the "AUTHORIZED AGENT") upon whom
process may be served in any suit, action or proceeding arising out of or
based on this Indenture which may be instituted in any federal or state court
located in the City of New York, expressly consents to the jurisdiction of
any such court in respect of any suit, action or proceeding, and waives any
other requirements of or objections to personal jurisdiction with respect
thereto. Such appointment shall be irrevocable. Alderwoods agrees to take any
and all action, including the filing of any and all documents and
instruments, that may be necessary to continue such appointment in full force
and effect as aforesaid. Service of process upon the Authorized Agent and
written notice of such service to Alderwoods shall be deemed, in every
respect, effective service of process upon Alderwoods. Notwithstanding the
foregoing, designation of an authorized agent does not constitute submission
to jurisdiction or consent to service or process in any legal action or
proceeding predicated on United States federal or state securities laws.

SECTION 11.09     NO INTERPRETATION OF OTHER AGREEMENTS.

         This Indenture may not be used to interpret another indenture, loan
or debt agreement of Alderwoods or any of its Subsidiaries. Any such
indenture, loan or debt agreement may not be used to interpret this Indenture.

SECTION 11.10     NO RECOURSE AGAINST OTHERS.

         A director, officer, employee, stockholder or Affiliate, as such, of
Alderwoods or any Subsidiary Guarantor shall not have any liability for any
obligations of Alderwoods under the Five-Year Notes or this Indenture or any
Subsidiary Guarantee or for any claim based on, in respect of or by reason
of, such obligations or their creation. Each Holder by accepting a Five-Year
Note waives and releases all such liability.

                                      54
<PAGE>

SECTION 11.11     SUCCESSORS.

         All agreements of Alderwoods in this Indenture and the Five-Year
Notes shall bind its successors. All agreements of the Trustee in this
Indenture shall bind its successors.

SECTION 11.12     DUPLICATE ORIGINALS.

         The parties may sign any number of copies of this Indenture. Each
signed copy shall be an original, but all such executed copies together
represent the same agreement.

SECTION 11.13     SEPARABILITY.

         In case any provision in this Indenture or the Five-Year Notes shall
be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected
or impaired thereby, and a Holder shall have no claim therefor against any
party hereto.

SECTION 11.14     TABLE OF CONTENTS, HEADINGS, ETC.

         The Table of Contents and headings of the Articles and Sections of
this Indenture have been inserted for convenience of reference only, are not
to be considered a part hereof, and shall in no way modify or restrict any of
the terms or provisions hereof.

SECTION 11.15     BENEFITS OF INDENTURE.

         Nothing in this Indenture or in the Five-Year Notes, express or
implied, shall give to any Person, other than the parties hereto and their
successors hereunder, and the Holders, any benefit or any legal or equitable
right, remedy or claim under this Indenture.

SECTION 11.16 FAVORED NATIONS.

         If Alderwoods or any of the Subsidiary Guarantors enter into any
agreements with any Person under which Alderwoods or any Subsidiary Guarantor
incurs Indebtedness (other than the Exit Facility and other Indebtedness
existing on the date hereof (excluding the Two-Year Notes, Seven-Year Notes,
and Unsecured Convertible Subordinated Notes), any Refinancing thereof, and
any securitization transaction) the terms of which Alderwoods in good faith
determines to be materially more restrictive or burdensome to Alderwoods and
its Subsidiary Guarantors than the terms of this Indenture, then the Holders
will be entitled to the benefit of such more restrictive terms. In
furtherance of the foregoing, Alderwoods and the Subsidiary Guarantors agree
to execute any and all amendments or modifications of this Indenture to
incorporate such more restrictive terms for the benefit of the Holders.

                                   ARTICLE 12

                              SUBSIDIARY GUARANTEES

SECTION 12.01     GUARANTEES.

         Each Restricted Subsidiary of Alderwoods that is a Wholly Owned
Subsidiary organized under the laws of any state or commonwealth of the
United States (other than the Excluded Subsidiaries) hereby unconditionally
and irrevocably guarantees (in such capacity, a "SUBSIDIARY GUARANTOR"),
jointly and severally, to each Holder and to the Trustee and its successors
and assigns (a) the full and punctual payment of principal of, premium, if
any, and interest on the Five-Year Notes when due, whether at maturity, by
acceleration, by redemption or otherwise, and all other monetary obligations
of Alderwoods under this Indenture and the Five-Year Notes and (b) the full
and punctual performance within applicable grace periods of all other
obligations of Alderwoods under this Indenture and the Five-Year Notes (all
the foregoing being hereinafter collectively called the "OBLIGATIONS"). Each
Subsidiary Guarantor further agrees that the Obligations may be extended or
renewed, in whole or in part, without

                                      55
<PAGE>

notice or further assent from such Subsidiary Guarantor and that such
Subsidiary Guarantor will remain bound under this Article 12 notwithstanding
any extension or renewal of any Obligation.

         Each Subsidiary Guarantor waives presentation to, demand of, payment
from and protest to Alderwoods of any of the Obligations and also waives
notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of
any default under the Five-Year Notes or the Obligations. The obligations of
each Subsidiary Guarantor hereunder shall not be affected by (a) the failure
of any Holder or the Trustee to assert any claim or demand or to enforce any
right or remedy against Alderwoods or any other Person under this Indenture,
the Five-Year Notes or any other agreement or otherwise, (b) any extension or
renewal of any thereof, (c) any rescission, waiver, amendment or modification
of any of the terms or provisions of this Indenture, the Five-Year Notes or
any other agreement, (d) the release of any security held by any Holder or
the Trustee for the Obligations or any of them, (e) the failure of any Holder
or the Trustee to exercise any right or remedy against any other guarantor of
the Obligations, or (f) except as set forth in Section 12.06, any change in
the ownership of such Subsidiary Guarantor.

         Each Subsidiary Guarantor further agrees that its Subsidiary
Guarantee herein constitutes a guarantee of payment, performance and
compliance when due (and not a guarantee of collection) and waives any right
to require that any resort be had by any Holder or the Trustee to any
security held for payment of the Obligations.

         Except as set forth in Sections 8.01, 8.02, 12.02 and 12.06, the
obligations of each Subsidiary Guarantor hereunder shall not be subject to
any reduction, limitation, impairment or termination for any reason,
including any claim of waiver, release, surrender, alteration or compromise,
and shall not be subject to any defense of setoff, counterclaim, recoupment
or termination whatsoever or by reason of the invalidity, illegality or
unenforceability of the Obligations or otherwise. Without limiting the
generality of the foregoing, the obligations of each Subsidiary Guarantor
herein shall not be discharged or impaired or otherwise affected by the
failure of any Holder or the Trustee to assert any claim or demand or to
enforce any remedy under this Indenture, the Five-Year Notes or any other
agreement, by any waiver or modification of any thereof, by any default,
failure or delay, wilful or otherwise, in the performance of the obligations,
or by any other act or thing or omission or delay to do any other act or
thing that may or might in any manner or to any extent vary the risk of such
Subsidiary Guarantor or would otherwise operate as a discharge of such
Subsidiary Guarantor as a matter of law or equity.

         Each Subsidiary Guarantor further agrees that its Guarantee herein
shall continue to be effective or be reinstated, as the case may be, if at
any time payment, or any part thereof, of principal of, premium, if any, or
interest on any Obligation is rescinded or must otherwise be restored by any
Holder or the Trustee upon the bankruptcy or reorganization of Alderwoods or
otherwise.

         In furtherance of the foregoing and not in limitation of any other
right that any Holder or the Trustee has at law or in equity against any
Subsidiary Guarantor by virtue hereof, upon the failure of Alderwoods to pay
the principal of, premium, if any, or interest on any Obligation when and as
the same shall become due, whether at maturity, by acceleration, by
redemption or otherwise, or to perform or comply with any other Obligation,
each Subsidiary Guarantor hereby promises to and shall, upon receipt of
written demand by the Trustee, forthwith pay, or cause to be paid, in cash,
to the Holders or the Trustee an amount equal to the sum of (a) the unpaid
amount of such Obligations, (b) accrued and unpaid interest on such
Obligations (but only to the extent not prohibited by law) and (c) all other
monetary Obligations of Alderwoods to the Holders and the Trustee.

         Each Subsidiary Guarantor agrees that, as between it, on the one
hand, and the Holders and the Trustee, on the other hand, (a) the maturity of
the Obligations Guaranteed hereby may be accelerated as provided in Article 6
for the purposes of such Subsidiary Guarantor's Subsidiary Guarantee herein,
notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the Obligations Guaranteed hereby, and (b) in the
event of any declaration of acceleration of such Obligations as provided in
Article 6, such Obligations (whether or not due and payable) shall forthwith
become due and payable by such Subsidiary Guarantor for the purposes of this
Section.

         Each Subsidiary Guarantor also agrees to pay any and all costs and
expenses (including reasonable attorneys' fees) incurred by the Trustee or
any Holder in enforcing any rights under this Section.

                                      56
<PAGE>

SECTION 12.02     LIMITATION ON LIABILITY.

         Any term or provision of this Indenture to the contrary
notwithstanding, the maximum aggregate amount of the Obligations Guaranteed
hereunder by any Subsidiary Guarantor shall not exceed the maximum amount
that can be hereby Guaranteed without rendering this Indenture, as it relates
to such Subsidiary Guarantor, voidable under applicable law relating to
fraudulent conveyance or fraudulent transfer or similar laws affecting the
rights of creditors generally.

SECTION 12.03     SUCCESSORS AND ASSIGNS.

         This Article 12 shall be binding upon each Subsidiary Guarantor and
its successors and assigns and shall enure to the benefit of the successors
and assigns of the Trustee and the Holders and, in the event of any transfer
or assignment of rights by any Holder or the Trustee, the rights and
privileges conferred upon that party in this Indenture and in the Five-Year
Notes shall automatically extend to and be vested in such transferee or
assignee, all subject to the terms and conditions of this Indenture.

SECTION 12.04     NO WAIVER.

         Neither a failure nor a delay on the part of either the Trustee or
the Holders in exercising any right, power or privilege under this Article 12
shall operate as a waiver thereof, nor shall a single or partial exercise
thereof preclude any other or further exercise of any right, power or
privilege. The rights, remedies and benefits of the Trustee and the Holders
herein expressly specified are cumulative and not exclusive of any other
rights, remedies or benefits that either may have under this Article 12 at
law, in equity, by statute or otherwise.

SECTION 12.05     MODIFICATION.

         No modification, amendment or waiver of any provision of this
Article 12, nor the consent to any departure by any Subsidiary Guarantor
therefrom, shall in any event be effective unless the same shall be in
writing and signed by the Trustee, and then such waiver or consent shall be
effective only in the specific instance and for the purpose for which given.
No notice to or demand on any Subsidiary Guarantor in any case shall entitle
such Subsidiary Guarantor to any other or further notice or demand in the
same, similar or other circumstances.

SECTION 12.06     RELEASE OF SUBSIDIARY GUARANTORS.

         Upon the sale or other disposition (including by way of
consolidation or merger) of a Subsidiary Guarantor or the sale or disposition
of all or substantially all the assets of such Subsidiary Guarantor (in each
case other than a sale or disposition to Alderwoods or another Subsidiary
Guarantor), in a transaction permitted by this Indenture (including, without
limitation, the Restructuring Transactions), such Subsidiary Guarantor shall
be deemed released from all obligations under this Article 12 without any
further action required on the part of the Trustee or any Holder. At the
request and expense of Alderwoods, and upon receipt of an Officers'
Certificate, the Trustee shall execute and deliver an appropriate instrument
evidencing such release.

                                      57
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Indenture to
be duly executed, and their respective corporate seals to be hereunto affixed
and attested, all as of the day and year first above written.

                                         ALDERWOODS GROUP, INC.


                                         By: /s/ BRADLEY D. STAM
                                             __________________________________
                                             Name:  Bradley D. Stam
                                             Title:  Senior Vice President,
                                             Legal and Asset Management



                                         EACH SUBSIDIARY GUARANTOR
                                         LISTED ON SCHEDULE 1.01 HERETO


                                         By: /s/ BRADLEY D. STAM
                                             __________________________________
                                             Name:  Bradley D. Stam
                                             Title:  Authorized Signatory



                                         WELLS FARGO BANK MINNESOTA, NATIONAL
                                         ASSOCIATION, as Trustee


                                         By: /s/ JANE Y. SCHWEIGER
                                             __________________________________
                                             Name:  Jane Y. Schweiger
                                             Title:  Assistant Vice President


                                      58

<PAGE>

                                                                  SCHEDULE 1.01

                              SUBSIDIARY GUARANTORS

ALASKA

Alderwoods (Alaska), Inc. (the name of which is to be or to have been changed
from Evergreen Memorial Chapel, Inc.)

ARIZONA

Alderwoods (Arizona), Inc.
Hatfield Funeral Home, Inc.
Phoenix Memorial Park Association

ARKANSAS

Alderwoods (Arkansas), Inc.

CALIFORNIA

Advance Funeral Insurance Services
Alderwoods Group (California), Inc.
Alderwoods (Texas), Inc.
Earthman LP, Inc.
Universal Memorial Centers V, Inc.
Universal Memorial Centers VI, Inc.
Whitehurst-Lakewood Memorial Park and Funeral Service

COLORADO

Alderwoods (Colorado), Inc.

CONNECTICUT

Alderwoods (Connecticut), Inc.

DELAWARE

Administration Services, Inc.
Alderwoods (Alabama), Inc.
Alderwoods (Commissioner), Inc.
Alderwoods (Delaware), Inc.
Alderwoods (Mississippi), Inc.
Alderwoods (Texas), L.P.
American Burial and Cremation Centers, Inc.
H.P. Brandt Funeral Home, Inc.
Lienkaemper Chapels, Inc.
Neweol (Delaware), L.L.C.
Osiris Holding Corporation

<Page>

DISTRICT OF COLUMBIA

Alderwoods (District of Columbia), Inc. (the name of which is to be or to have
been changed from Stein Hebrew Memorial Funeral Home, Inc.)

FLORIDA

Coral Ridge Funeral Home and Cemetery, Inc.
Funeral Services Acquisition Group, Inc.
Garden Sanctuary Acquisition, Inc.
Kadek Enterprises of Florida, Inc.
Levitt Weinstein Memorial Chapels, Inc.
MHI Group, Inc.
Naples Memorial Gardens, Inc.
Osiris Holding of Florida, Inc.
Security Trust Plans, Inc.

GEORGIA

Advanced Planning of Georgia, Inc.
Alderwoods (Georgia), Inc.
Alderwoods (Georgia) Holdings, Inc.
Green Lawn Cemetery Corporation
Poteet Holdings, Inc.
Southeastern Funeral Homes, Inc.

HAWAII

Alderwoods (Hawaii), Inc.

IDAHO

Alderwoods (Idaho), Inc.

ILLINOIS

Alderwoods (Chicago North), Inc.
Alderwoods (Chicago Central), Inc.
Alderwoods (Chicago South), Inc.
Alderwoods (Illinois), Inc.
Chapel Hill Memorial Gardens & Funeral Home Ltd.
Chicago Cemetery Corporation
Elmwood Acquisition Corporation
Mount Auburn Memorial Park, Inc.
The Oak Woods Cemetery Association
Pineview Memorial Park, Inc.
Ridgewood Cemetery Company, Inc.
Ruzich Funeral Home, Inc.
Woodlawn Cemetery of Chicago, Inc.
Woodlawn Memorial Park, Inc.

INDIANA

Advance Planning of America, Inc.

                                      2

<PAGE>


Alderwoods (Indiana), Inc.
Ruzich Funeral Home, Inc.

IOWA

Alderwoods (Iowa), Inc.

KANSAS

Alderwoods (Kansas), Inc.

KENTUCKY

Alderwoods (Partner), Inc.

LOUISIANA

Alderwoods (Louisiana), Inc.

MARYLAND

Alderwoods (Maryland), Inc.

MASSACHUSETTS

Alderwoods (Massachusetts), Inc.
Doba-Haby Insurance Agency, Inc.

MICHIGAN

Alderwoods (Michigan), Inc.

MINNESOTA

Alderwoods (Minnesota), Inc.

MISSISSIPPI

Family Care, Inc.
Riemann Enterprises, Inc.
Stephens Funeral Fund, Inc.

MISSOURI

Alderwoods (Missouri), Inc.

MONTANA

Alderwoods (Montana), Inc.

NEBRASKA

Alderwoods (Nebraska), Inc.


                                      3

<PAGE>


NEVADA

Alderwoods (Nevada), Inc.

NEW HAMPSHIRE

Robert Douglas Goundrey Funeral Home, Inc.
St. Laurent Funeral Home, Inc.
ZS Acquisition, Inc.

NEW MEXICO

Alderwoods (New Mexico), Inc.
Strong-Thorne Mortuary, Inc.

NEW YORK

Alderwoods (New York), Inc.
Northeast Monument Company, Inc.

NORTH CAROLINA

Alderwoods (North Carolina), Inc.
Carothers Holding Company, Inc.
Lineberry Group, Inc.
Reeves, Inc.
Westminster Gardens, Inc.

NORTH DAKOTA

Alderwoods (North Dakota), Inc.

OHIO

Alderwoods (Ohio) Cemetery Management, Inc.
Alderwoods (Ohio) Funeral Home, Inc.
Bennett-Emmert-Szakovitz Funeral Home, Inc.

OKLAHOMA

Alderwoods (Oklahoma), Inc.

OREGON

Alderwoods (Oregon), Inc.
The Portland Memorial, Inc.
Universal Memorial Centers I, Inc.
Universal Memorial Centers II, Inc.
Universal Memorial Centers III, Inc.

PENNSYLVANIA

Alderwoods (Pennsylvania), Inc.
Bright Undertaking Company


                                      4

<PAGE>

H. Samson, Inc.
Knee Funeral Home of Wilkinsburg, Inc.
Nineteen Thirty-Five Holdings, Inc.
Oak Woods Management Company

RHODE ISLAND

Alderwoods (Rhode Island), Inc.

SOUTH CAROLINA

Alderwoods (South Carolina), Inc.
Graceland Cemetery Development Co.

SOUTH DAKOTA

Alderwoods (South Dakota), Inc.

TENNESSEE

DMA Corporation
Eagle Financial Associates, Inc.
Alderwoods (Tennessee), Inc.

TEXAS

Alderwoods (Texas) Cemetery, Inc.
Dunwood Cemetery Service Company
Earthman Cemetery Holdings, Inc.
Earthman Holdings, Inc.
Travis Land Company
Waco Memorial Park

VIRGINIA

Alderwoods (Virginia), Inc. (the name of which is to be or to have been changed
from Bucktrout Funeral Home of Williamsburg, Inc.)

WASHINGTON

Alderwoods (Washington), Inc.
Evergreen Funeral Home and Cemetery, Inc.
Green Service Corporation
S & H Properties & Enterprises, Inc.
Vancouver Funeral Chapel, Inc.

WEST VIRGINIA

Alderwoods (West Virginia), Inc.

WISCONSIN

Alderwoods (Wisconsin), Inc.
Northern Land Company, Inc.


                                      5

<PAGE>

WYOMING

Alderwoods (Wyoming), Inc.








                                      6

<PAGE>


                                                                   Schedule 4.12

                           NON-CASH DISPOSABLE ASSETS


<TABLE>
<CAPTION>
  TYPE      LOC'N  NAME                                   ADDRESS                            CITY                 ST   ZIP CODE
------------------------------------------------------------------------------------------------------------------------------------

<S>         <C>    <C>                                    <C>                                <C>                  <C>  <C>
   CE       2043   McMinn Memory Gardens                  1739 County Road 561               Athens               TN   37303
   CE       2071   Anderson Memorial Gardens, Inc.        640 Oliver Springs Hwy.            Clinton              TN   37716
   CE       2085   Sunset Memorial Gardens & Mausoleum    7180 North Lee Hwy.                Cleveland            TN   37320
   CE       2086   Lafayette Memory Gardens               3658 North Highway 27              La Fayette           GA   30728
   CE       2119   Eden Memorial Park                     9851 West Irving Park Road         Schiller Park        IL   60176
   CE       2138   Royal Palm Cemetery                    101 55th Street South              St. Petersburg       FL   33707
   CE       2139   Royal Palm Cemetery North              2600 Gandy Blvd.                   St. Petersburg       FL   33702
   CE       2170   Pineview Memorial Park                 4049 Youngstown Road               Warren               OH   44484
   CE       2178   Wilson County Memorial Park            618 South Maple Street             Lebanon              TN   37087
   CE       2179   Memorial Lawn                          3002 North Court Road              Ottumwa              IA   52501
   CE       2179   Memorial Lawn - Fairfield Cemetery     Highway 34                         Fairfield            IA   52544
   CE       2206   Hillcrest Memorial Gardens             1700 South Ocoee Street            Cleveland            TN   37311
   CE       2252   Greenhills Memory Gardens              Memory Garden Road                 Summerville          GA   31634
   CE       2277   Limestone Memorial Gardens             1987 Highway 31 South              Athens               AL   35611
   CE       5509   Sarasota Memorial Park Cemetery        5833 South Tamiami Trail           Sarasota             FL   34231
   CE       5515   Memory Gardens, Inc.                   2600 Muscatine Avenue              Iowa City            IA   52240
   CE       5518   Memorial Gardens, Burlington           10993 115th Avenue                 Burlington           IA   52601
   CE       5519   Sunset Memorial Cemetery               3700 Main Street                   Keokuk               IA   52632
   CE       5520   Hillcrest Memorial Cemetery            2183 Highway 61                    Fort Madison         IA   52637
   CE       5528   Dandridge Memorial Gardens             Highway 70                         Dandridge            TN   37725
   CE       5540   Mt. Auburn Cemetery Co.                3137 Beck Road                     St. Joseph           MO   64506
   CE       5582   Crown Hill Memorial Park               9700 Webbs Chapel Road             Dallas               TX   75220
   CE       5584   Chapel Hill Memorial Park              1121 North Galena Avenue           Dixon                IL   61021
   CE       5668   Walker Chapel Memorial Gardens         2500 Walker Street                 Fultondale           AL   35068
   CE       5670   Macedonia Memorial Park                16085 East Cherokee                Canton               GA   30115
   CE       5676   Cedar Valley Memorial Gardens          3669 Logan Avenue                  Cedar Falls          IA   50703
   CE       5677   Blackhawk County Gardens               3669 Logan Avenue                  Waterloo             IA   50703
   CE       5683   Montgomery Memorial Cemetery           3001 Simmons Drive                 Montgomery           AL   36108
   CE       5719   White Chapel Memory Gardens            24550 North County Highway 6-RR3   Canton               IL   61520
   CE       5722   Forest Lawn Memorial Gardens           9760 U.S. Highway 136 West         Macomb               IL   61455
   CE       5723   Kankakee Memorial Gardens              15 South 3000 East Road            Kankakee             IL   60901
   CE       5725   Resthaven Memorial Gardens             1701 DeWitt Avenue East            Mattoon              IL   61938
   CE       5726   Oak Lawn Memorial Gardens              2040 U.S. Highway 150 North        Galesburg            IL   61401
   CE       5728   Evergreen Memory Gardens               2472 U.S. Highway 34               Kewanee              IL   61443
   CE       5735   Mt. Hope Cemetery                      511 East Pennsylvania Avenue       Champaign            IL   61820
   CE       5736   Roselawn Cemetery                      611 East Pennsylvania Avenue       Champaign            IL   61825
   CE       5737   Woodlawn Cemetery                      1803 North Coler Avenue            Urbana               IL   61801
   CE       5738   Lincoln Memorial Gardens               1803 North Coler Avenue            Urbana               IL   61801
   CE       5739   Roseland Park                          1202 West 7th Street               Hattiesburg          MS   39401
   CE       5740   Hillcrest Cemetery                     630 Hillcrest Loop                 Petal                MS   39465
   CE       5741   Sweetwater Valley Memorial Park        1838 Highway 11 North              Sweetwater           TN   37874
   CE       5743   Beverley Memorial                      1202 West 7th Street               Hattiesburg          MS   39401
   CE       5758   Sumter County Memorial Gardens         U.S. Highway 11 West               York                 AL   36925
   CE       5759   Livingston Memorial Gardens            U.S. Highway 11 East               Livingston           AL   36925
   CE       5764   Broadlawn Memorial Gardens             5979 New Bethany Road              Buford               GA   30518
   CE       5770   Pine View Memorial Park                10750 North Beach Road             Waukegan             IL   60087
   CE       5801   Burningtree Memorial Gardens           4919 Marsha Lane                   Decatur              AL   35603
   CE       5810   Ridgecrest Memory Gardens              1926 Saltwell Road                 Dover                OH   44622
   CE       5811   Mt. Vernon Memorial Gardens            18260 Coshocton Road               Mt. Vernon           OH   43050
   CE       5812   Coshocton County Memory Garden         25580 State Route 621              Coshocton            OH   43812
   CE       5817   Mozley Memorial Gardens                3180 South Sweetwater Road         Lithia Springs       GA   30122
   CE       5821   North Lawn Cemetery                    2201 North 15th Street             Fort Dodge           IA   50501
   CE       5824   Eastwood Memorial Gardens              7500 Wares Ferry Road              Montgomery           AL   36117
   CE       5853   Roane Memorial Gardens                 1400 North Gateway Avenue          Rockwood             TN   37854
   CE       5854   Kingston Memorial Gardens              Lawnville Road                     Kingston             TN   37763
</TABLE>

                                      1/2

<PAGE>

<TABLE>
<CAPTION>
  TYPE      LOC'N  NAME                                   ADDRESS                            CITY                 ST   ZIP CODE
------------------------------------------------------------------------------------------------------------------------------------

<S>         <C>    <C>                                    <C>                                <C>                  <C>  <C>
   FH       2758   P/Ruzich Funeral Homes                 2939 East 95th Street              Chicago              IL   60617
   FH       2759   P/Ruzich Funeral Homes                 2031 Indianapolis Blvd.            Whiting              IN   46394
   FH       2819   Rhodes-Belcher Funeral Home            830 North Belcher Road             Clearwater           FL   34625
   FH       2889   Sasser-Morgan-Mcclellan Funeral Home   20 South Duvall Street             Quincy               FL   32353
   FH       2906   Helm Funeral Home, Inc.                1811 Idlewild Avenue               Green Cove Springs   FL   32043
   FH       3109   Curry Raley Funeral Home               404 West Palmetto Street           Wauchula             FL   33873
   FH       3115   Moody Funeral Home                     945 East Broadway                  Fort Meade           FL   33841
   FH       3140   Royal Palm Funeral Chapel              2600 Gandy Blvd.                   St. Petersburg       FL   33702
   FH       3163   Rhodes-Druid Funeral                   800 East Druid Road                Clearwater           FL   34616
   FH       3174   McClure Funeral Service Inc.           109 East Sixth Street              Bicknell             IN   47512
   FH       3174A  McClure Funeral Service                618 West Main                      Bruceville           IN   47516
   FH       3256   Shrine Of Memories                     3002 North Court Road              Ottumwa              IA   52501
   FH       3267   Gordon E. Utt Funeral Homes Inc.       100 West Main                      Oaktown              IN   47561
   FH       3267A  Gordon E. Utt Funeral Homes Inc.       118 S. Alexander Street            Carlisle             IN   47838
   FH       3267B  Gordon E. Utt Funeral Homes Inc.       Indiana Street and Hickory         Freelandville        IN   47535
   FH       3382   Bradenton Funeral Home                 5827 14th Street West              Bradenton            FL   34207
   FH       3432   Hughes Funeral Home                    400 E. Jefferson Blvd.             Dallas               TX   75203
   FH       3446   Chapel Hill Funeral Home               1121 North Galena Blvd.            Dixon                IL   61021
   FH       3452   Dudley M. Hughes Funeral Home          400 E. Jefferson Blvd.             Dallas               TX   75203
   FH       3452A  Dudley M. Hughes Funeral Home          332 Cedar Street                   Cedar Hill           TX   75104
   FH       3452B  Dudley M. Hughes Funeral Home          261 South Buckner                  Dallas               TX   75218
   FH       3453   Dudley Hughes F/H North C              9700 Webbs Chapel Road             Dallas               TX   75220
   FH       3454   Ed C. Smith & Bros. Funeral Home       4419 Samuel Blvd.                  Dallas               TX   75228
   FH       3455   Hughes Funerals, Inc.                  400 E. Jefferson Blvd.             Dallas               TX   75203
   FH       3456   Hughes Southland Funeral               800 SW 3rd Street                  Grand Prairie        TX   75051
   FH       3468   Knee F.Home Of Wilkinsburg             800 Center Street                  Wilkinsburg          PA   15221
   FH       3472   Wattengel Funeral Home                 307 Oliver Street                  North Tonawanda      NY   14120
   FH       3475   Walker Chapel Funeral Home             1200 Ellard Road                   Fultondale           AL   35068
   FH       3559   Alexander-Johnson Funeral Chapel       408 Church Street                  Ottumwa              IA   52501
   FH       3579   Mittendorf-Calvert Funeral Home        2400 Galen Drive                   Champaign            IL   61821
</TABLE>


                                      2/2



<PAGE>

                                                                  SCHEDULE 10.01

                            REAL PROPERTY COLLATERAL

<TABLE>
<CAPTION>
    LOC. #                    LOCATION NAME                           LOCATION ADDRESS                     CITY           ST

                                PART (a)

    <S>        <C>                                         <C>                                     <c>                    <C>
          2846 Evergreen Memorial Chapel                   77 E Street                             Anchorage              AK
          3539 Alaska Cremation Center                     3804 Spenard Road                       Anchorage              AK
          3540 Evergreen's Eagle River Funeral H           11046 Chugiak Drive                     Eagle River            AK

          2775 Kilgroe Funeral Home Inc                    1651 Ashville Road NE                   Leeds                  AL
          2895 Bayview Funeral Home - Daphne-Spa           27409 Highway 98                        Daphne                 AL
          2997 Kilgroe Funeral Home Inc                    2219 - 2nd Avenue North                 Pell City              AL
          3095 Fuqua-Bankston Funeral Home                 450 Faust Avenue                        Ozark                  AL
          3114 Bayview Funeral Home - Foley Chap           2551 South McKenzie Street              Foley                  AL
          3168 Curtis & Son Funeral Hiome, Inc.            1099 1st Ave., NW                       Childersburg           AL

          3509 Callison-Lough Funeral Service              408 West Walnut                         Rogers                 AR
         3509A Callison-Lough Funeral Service              605 W Central                           Bentonville            AR
         3509B Callison-Lough Funeral Service              405 E Atlanta                           Gravette               AR

          2713 Flagstaff Mortuary                          302 West Oak Avenue                     Flagstaff              AZ
          3275 Yuma Mortuary & Crematory                   551 West 16th Street                    Yuma                   AZ

          2603 Stephens & Bean Funeral Chapel              202 North Teilman                       Fresno                 CA
          2604 Whitehurst - Grim Funeral Service           429 Bassett Street                      King City              CA
          2605 Whitehurst - Loyd Funeral Service           195 North Hockett                       Porterville            CA
          2607 Whitehurst Sullivan Burns & Blair           1525 East Saginaw                       Fresno                 CA
          2608 Whitehurst - Terry Funeral Servic           395 East Street                         Soledad                CA
          2610 Guerrero Mortuary Chapel                    407 Estudillo Avenue                    San Leandro            CA
          2611 Delano Mortuary                             707 Browning Road                       Delano                 CA
          2612 Miller's Tulare Funeral Home Inc            151 North "H" Street                    Tulare                 CA
          2636 Whitehurst - McNamara - Serpa Fun           100 Bush Street                         Hanford                CA
          2637 Keaton Mortuaries                           1022 E Street                           San Rafael             CA
          2677 Humphrey Mortuary                           753 Broadway                            Chula Vista            CA
          2734 Alternative Burial & Cremation Se           445 North American Street               Stockton               CA
          2748 Conrad Lemon Grove Mortuary                 7387 Broadway                           Lemon Grove            CA
          2858 Stratford Evans Merced Funeral Ch           1490 B Street                           Merced                 CA
          2902 Keaton Mortuaries                           1801 Novato Boulevard                   Novato                 CA
          3036 Pinkham-Mitchell Imperial Beach M           808 13th Street                         Imperial Beach         CA
          3135 Jensen-Carpenter Mortuary                   222 "E" Street                          Needles                CA
          3186 Palm Springs-Desert Hot Spring              66272 Pierson Boulevard                 Desert Hot Springs     CA
          3200 Chapel of the Valley Mortuary               20359 Lake Chabot Road                  Castro Valley          CA
          3307 Willow Glen Funeral Chapel                  1039 Lincoln Avenue                     San Jose               CA
          3320 Memory Chapel Inc                           675 Bee Street                          Placerville            CA
          3375 Merkley-Mitchell Mortuary                   3655 5th Avenue                         San Diego              CA
          3376 Beardsley-Mitchell Funeral Home             1818 Sunset Cliffs Boulevard            San Diego              CA

          3104 George McCarthy Almont Funeral Ho           401 Broadway                            Pueblo                 CO
          3149 Wilson Funeral Home & Crematory             1449 South 9 Street                     Canon City             CO
          3150 Boies-Ortega Funeral Home                   115 East Fifth Street                   Walsenburg             CO
          3230 Darrell Howe Mortuary Crematory             1701 W. S. Boulder Road                 Lafayette              CO

          3097 Gilman Funeral Home                         104 Church Street                       Putnam                 CT
         3097A Gilman Funeral Home                         23 Main Street                          North Grosvenorda      CT
          3193 Spadaccino Community Funeral Home           499 Washington Avenue                   Bridgeport             CT
         3193A Spadaccino Community Funeral Home           315 Monroe Turnpike                     Monroe                 CT

          2760 Kraeer Funeral Homes                        200 North Federal Highway               Pompano Beach          FL
          2762 Kraeer Funeral Homes                        1 North State Road 7                    Margate                FL
          2763 Kraeer Funeral Homes                        1199 East Sample Road                   Pompano Beach          FL
          2764 Kraeer Funeral Homes                        200 North Federal Highway               Pompano Beach          FL
          2765 Kraeer Funeral Homes                        4061 North Federal Highway              Ft. Lauderdale         FL
          2766 Kraeer Funeral Homes                        1655 University Drive                   Coral Springs          FL
          2767 Kraeer Funeral Homes                        1353 North Federal Highway              Boca Raton             FL
          2768 Kraeer Funeral Homes                        217 East Hillboro Boulevard             Deerfield Beach        FL
          2770 Fairchild North Federal Chapel              299 North Federal Highway               Ft. Lauderdale         FL
          2788 Mason Funeral Home Inc                      7151 McNab Road                         Tamarac                FL
          2848 Phil Kiser Funeral Home                     9231 Cypress Lake Drive                 Fort Myers             FL
          2896 Sherrill-Guerry Funeral Home                616 South Marion Street                 Lake City              FL
          2944 Fraser Funeral Home                         712 South Sixth Street                  MacClenny              FL
          2965 Cofer-Kolski-Combs Funeral Home             10931 Northeast Sixth Avenue            Miami Shores           FL
          2970 NACS - Deerfield Beach                      6 Northeast 2nd Avenue                  Deerfield              FL
          3011 Evans-Carter Funeral Home                   220 North Main Street                   High Springs           FL
          3164 Wylie-Baxley Merritt Island Funer           1360 North Courtney Parkway             Merritt Island         FL
          3216 McLaughlin Mortuary                         17 Chestnut Avenue South East           Fort Walton Bea        FL
          3218 C.E. Prevatt Funeral Home                   9750 North 56th Street                  Temple Terrace         FL
          3219 Oakley Funeral Home                         36327 Highway 54 West                   Zephyrhills            FL
          3222 McLaughlin - Aultman Funeral Home           492 East Pine Street                    Crestview              FL
          3223 Koontz Little Chapel                        910 Beal Parkway                        Ft. Walton Beac        FL
          3224 McLaughlin Twin Cities Funeral Ho           1405 East John Sims Parkway             Niceville              FL
          3227 Coleman & Ferguson Funeral Homes            14233 7th Street                        Dade City              FL
          3228 Coleman & Ferguson Funeral Homes            38303 North Avenue                      Zephyrhills            FL
          3229 Oakley Funeral Home                         11441 Highway 301 South                 Dade City              FL
          3239 Levitt-Weinstein Memorial Chapel            5411 Okeechobee Boulevard               West Palm Beach        FL
</TABLE>
                                     1 OF 6

<PAGE>

                                                                  SCHEDULE 10.01

                            REAL PROPERTY COLLATERAL

<TABLE>
<CAPTION>
    LOC. #                    LOCATION NAME                           LOCATION ADDRESS                     CITY           ST

    <S>        <C>                                         <C>                                     <c>                    <C>
          3241 Levitt-Weinstein Memorial Chapel            7500 North State Road 7                 Coconut Creek          FL
          3242 Levitt-Weinstein Memorial Chapel            8135 West McNab Road                    Tamarac                FL
          3243 Blasberg/Rubin/Zilbert                      720 71st Street                         Miami Beach            FL
          3261 Cardwell & Maloney Funeral Homes            3571 Ridgewood Avenue                   Port Orange            FL
          3356 Robarts Funeral Home                        2990 Bee Ridge Road                     Sarasota               FL
          3578 American Burial & Cremation Cente           1801 East Oakland Park Blvd.            Fort Lauderdale        FL
          3623 Wylie-Baxley Titusville Funeral H           2400 South Washington Avenue (US 1)     Titusville             FL

          2806 Poteet Funeral Homes - Downtown C           529 Greene Street                       Augusta                GA
          2807 Parkway Garden Chapel                       1000 Forest Parkway                     Forest Park            GA
          2808 Tara Garden Chapel Funeral Direct           681 North Avenue                        Jonesboro              GA
          2851 Mann & Walden Funeral Home                  1060 Pine Log Road                      Conyers                GA
          2870 Thompson-Strickland-Waters Funera           107 Singleton Avenue                    Sylvania               GA
          2917 Frazier-Holt Funeral Directors              1016 Fourth Avenue                      Rochelle               GA
          2918 Lowe's Funeral Home                         300 Eighth Street                       Helena                 GA
          2935 Carmichael-Hemperly Funeral Home            2968 East Point Street                  East Point             GA
          2941 Glenwood Chapel                             376 Fairview Road                       Stockbridge            GA
          2967 Louie E. Jones Funeral Home                 59 North Main Street                    Alpharetta             GA
          2968 Sandy Springs Chapel                        136 Mt. Vernon Highway                  Atlanta                GA
          2969 Woodstock Funeral Home                      8855  Main Street                       Woodstock              GA
          2975 Stone Mountain Chapel                       1355 Rockbridge Road                    Stone Mountain         GA
          2976 Rockdale Chapel                             1999 Georgia Highway 138 SW             Conyers                GA
          2996 Hubert C. Baker Funeral Home                7415 Hodgson Memorial Drive             Savannah               GA
          3018 Edo Miller and Sons Funeral Home            3321 Glynn Avenue                       Brunswick              GA
          3033 Murchison Funeral Home                      207 Second Street East                  Vidalia                GA
          3083 Hubert C. Baker Funeral Home                1010 East Victory Drive                 Savannah               GA
          3087 Carmichael-Hemperley Funeral Home           135 Senoia Road                         Peachtree City         GA
          3090 Shepard Funeral Home                        600 Oak Street                          Folkston               GA
          3156 Poteet-Windsor Spring FH                    3465 Peach Orchard Road                 Augusta                GA
          3347 Morrison Funeral Home                       197 South College Street                Pembroke               GA
          3419 Harvey Funeral Home Inc                     184 Crawford Street NE                  Dawson                 GA
          3444 Roundtree Funeral Home                      409 East Dame Avenue                    Homerville             GA
          3484 Metro Crematory                             135A Senoia Road                        Peachtree City         GA
          3581 Harrell-Faircloth Funeral Home              2929 South Main Street                  Moultrie               GA

          3445 White Mortuary and Crematory                136 4th Avenue East                     Twin Falls             ID
         3445A White Mortuary - Kimberly Chapel            712 Center Street West                  Kimberly               ID

          2782 Allen-Grennan Funeral Homes Ltd             505 First Avenue                        Sterling               IL
         2782A Allen-Grennan Funeral Homes Ltd             520 Holcomb, PO Box 488                 Milledgeville          IL
         2782B Allen-Grennan Funeral Homes Ltd             804 First Avenue                        Rock Falls             IL
          2831 Oehler Funeral Home                         555 North Lee Street                    Des Plaines            IL
          3068 Lauterburg - Oehler                         2000 East Northwest Highway             Arlington Heigh        IL
          3105 Allen-Grennan Funeral Home Ltd              202 Fourth Avenue                       Sterling               IL
          3234 Weinstein Family Services                   1300 West Devon Avenue                  Chicago                IL
          3249 Brown Funeral Home                          13820 Lincoln Avenue                    Dolton                 IL
          3338 Windridge Funeral Home                      104 High Road                           Cary                   IL
          3451 Community-Opyt Funeral Home                 14338 South Indiana Avenue              Riverdale              IL
          3555 Westwood Memorial Chapel                    3201 W. Jefferson St.                   Joliet                 IL

          2667 Moster And Cox Mortuary Inc                 334 North Main Street                   Rushville              IN
         2667A Moster And Cox Mortuary Inc                 101 Conwell Street                      Laurel                 IN
          2911 Titus Funeral Home Inc                      2000 East Sheridan                      Warsaw                 IN
          3188 Brosmer-Drabing Funeral Home                8547 West College Street                French Lick            IN
          3385 Brocksmith Funeral Home                     300 Church Street                       Loogootee              IN
          3411 Denbo Funeral Home                          628 Hwy 64E                             English                IN
          3442 Dillman-Green Funeral Home                  308 Pleasant Street                     Marengo                IN
          3515 Bond-Mitchell Funeral Home                  1682 State Road 135 North               Nashville              IN
          3586 Foster & Good Funeral Home                  128 West Sixth Street                   Rochester              IN
         3586A Foster & Good Funeral Home                  808 East Rochester Street               Akron                  IN
         3586B Foster & Good Funeral Home                  208 N. Michigan Street                  Argos                  IN

          2805 Potts Chapel                                122 South Penn Avenue                   Independence           KS
         2805A Potts Chapel                                401 Clark Street                        Cherryvale             KS
          3032 Bath Funeral Homes Inc                      510 South Wabash Avenue                 Altamont               KS
         3032A Bath Funeral Homes Inc                      706 Maple Street                        Chetopa                KS
          3189 Hillside Funeral Home                       935 North Hillside                      Wichita                KS
          3190 Hillside Funeral Home West                  2929 West Thirteenth Street             Wichita                KS
          3191 Hillside Funeral Home                       117 West 6th Avenue                     Augusta                KS

          2956 Leitz-Eagan Funeral Home                    4747 Veterans Boulevard                 Metairie               LA
          3198 Alexander Funeral Home                      2208 Jefferson Highway                  Lutcher                LA
         3198A Alexander Funeral Home                      821 Fourth Street                       Norco                  LA
          3283 Tharp-Sontheimer Tharp Funeral Ho           1600 North Causeway Boulevard           Metairie               LA
          3286 West Side Funeral Home                      5101 Westbank Expressway                Marrero                LA
          3292 Schoen Funeral Home Of Slidell              3808 Pontchartrain Drive                Slidell                LA
          3324 Central Services (Reg. Admin. Office)       4127 South Claiborne Avenue             New Orleans            LA
          3541 Ourso Funeral Home                          134 Houmas Street                       Donaldsonville         LA
         3541A Ourso Funeral Home                          31885 Highway 1                         White Castle           LA
         3541B Ourso Funeral Home                          3305 Highway 70 South                   Pierre Part            LA
          3621 Ourso Funeral Home (Gonzales)               13533 Airline Highway                   Gonzales               LA
         3621A Hargrave Funeral Home                       1031 Victor II Boulevard                Morgan City            LA
          3590 The Huntt Funeral Home & Cremator           3035 Old Washington Rd.                 Waldorf                MD

          2872 Covell Funeral Home Inc                     232 East State Street                   Traverse City          MI
         2872A Covell Funeral Home Inc                     312 Pine Street                         Elk Rapids             MI
          2873 Covell-Smith Funeral Home                   200 North Brownson Avenue               Kingsley,              MI
</TABLE>

                                     2 OF 6

<PAGE>

                                                                  SCHEDULE 10.01

                            REAL PROPERTY COLLATERAL

<TABLE>
<CAPTION>
    LOC. #                    LOCATION NAME                           LOCATION ADDRESS                     CITY           ST

    <S>        <C>                                         <C>                                     <c>                    <C>
          2908 Wren Funeral Home Inc                       1401 North Broadway & Woodlawn          Hastings               MI
          3315 East Chapel                                 1730 East Grand River Avenue            East Lansing           MI
         3315A Life's Landscapes                           1730 East Grand River Avenue            East Lansing           MI
          3316 Ball-Dunn Chapel                            621 South Jefferson                     Mason                  MI
          3317 Williamston Chapel                          205 East Middle Street                  Williamston            MI
          3404 Resurrection Funeral Home Inc               40800 Hayes Road                        Clinton Townshi        MI
          3584 Maple Valley Chapel                         204 Queen Street                        Nashville              MI

          2648 Kapala-Glodek Northeast Chapel              230 13th Avenue North East              Minneapolis            MN
          2668 Malone Funeral Home                         1300 Lowry Avenue                       Minneapolis            MN
          2683 Gearhart Coon Rapids Chapel                 552 East River Road                     Anoka                  MN
         2683A Gearhart Coon Rapids Chapel                 11275 Foley Boulevard North West        Coon Rapids            MN
          2710 Enga-White & Gleason Funeral Chap           5600 Excelsior Boulevard                St. Louis Park         MN
         2710A Enga-White & Gleason Funeral Chap           5500 Stevens Avenue South               Minneapolis            MN
          3180 Kapala-Glodek Crystal New Hope Ma           7800 Bass Lake Road                     New Hope               MN
          3340 Crestwood Park Mortuary                     1485 White Bear Avenue North            St. Paul               MN
         3340A Godbout Mortuary                            560 West 7 Street                       St. Paul               MN
         3340B Woodlane Mortuary                           2195 Woodlane Drive                     Woodbury               MN
          3557 Bell Brothers Chapel                        601 North 56 Avenue West                Duluth                 MN
         3557A Jarvi Dowd Chapel                           925 East 4th Street                     Duluth                 MN

          2645 Riemann Memorial Funeral Home               1718 25th Avenue                        Gulfport               MS
         2645B Riemann Memorial Funeral Home               11213 Highway 49 North                  Gulfport               MS
         2645C Riemann Memorial Funeral Home               135 West 2nd Street                     Pass Christiansen      MS
         2645D Riemann Memorial Funeral Home               229 Highway 90 East                     Bay St. Louis          MS
         2645E Riemann Memorial Funeral Home               505 Jeff Davis Avenue                   Long Beach             MS
         2645F Riemann Memorial Funeral Home               274 Beauvoir Road                       Biloxi                 MS
          2671 Baldwin-Lee Funeral Home                    3780 Highway 80 East                    Pearl                  MS
          2672 Baldwin-Lee Funeral Home                    5235 Robinson Road                      Jackson                MS
          2684 Holder-Wells Funeral Home Inc               4007 Main Street                        Moss Point             MS
          2783 Stringer Funeral Home                       213 North Jackson                       Crystal Springs        MS
         2783B Stringer Funeral Home                       223 North Caldwell Drive                Hazelhurst             MS
          2837 Memorial Funeral Home                       613 Bunch Street                        Corinth                MS
          2876 Browning Funeral Home                       8 Panola Street                         Water Valley           MS
         2876A Browning Funeral Home                       721 Mills Street                        Water Valley           MS
          2877 Thweatt-King Funeral Home                   211 North Pearman Avenue                Cleveland              MS
          3207 Fisher-Riles Funeral Directors              1830 Cherry Street                      Vicksburg              MS
          3393 Cockrell Funeral Home Inc                   310 North Jefferson Street              Macon                  MS
          3491 Barham Funeral Home - Newton                7774B Highway 39 North                  Meridian               MS
         3491A Barham Funeral Home - Newton                9998 Highway #15 North                  Newton                 MS

          2985 Retz Funeral Home                           315 East Sixth Avenue                   Helena                 MT
          2988 Gorder Funeral Home                         23 3rd Street NW                        Choteau                MT
          2991 O'Connor Funeral Home & Crematory           2425 8th Avenue North                   Great Falls            MT

          2704 Bowman-Capps Funeral Home Inc               74 South Main Street                    Marshall               NC
          2736 Mackie-High Funeral Home Inc                35 Duke Street                          Granite Falls          NC
          2746 Hanes-Lineberry Funeral Home                1900 Vanstory Street                    Greensboro             NC
          2755 Moore Funeral Home                          532 Country Club Road                   Brevard                NC
          2780 Capps Funeral Home Inc                      280 North Main Street                   Mars Hill              NC
          2804 Loflin Funeral Home                         212 W Swannanoa Avenue                  Liberty                NC
          3078 Lewis Funeral Home                          312 South Main Street                   Bladenboro             NC
          3129 Reeves Funeral Home Inc                     3308 North Main Street                  Hope Mills             NC

          2619 Strong-Thorne Mortuary                      1100 Coal Avenue SE                     Albuquerque            NM
          2620 Fitzgerald & Son Funeral Director           3113 Carlisle Boulevard NE              Albuquerque            NM
          2685 Grants Mortuary                             1100 East High Street                   Grants                 NM
          2778 Griffin Funeral Home                        401 North Dalmont                       Hobbs                  NM
          2820 West Funeral Home                           401 North Guadalupe Street              Carlsbad               NM

          3133 American Burial & Crematory Servi           310 Foremaster Lane                     Las Vegas              NV
          2826 Joseph G. Duffy Inc                         255 Ninth Street                        Brooklyn               NY
          2844 Vernon C. Wagner Funeral Homes In           125 Old Country Road                    Hicksville             NY
          2845 Vernon C. Wagner Funeral Homes In           655 Old Country Road                    Plainview              NY
          2934 R. Stutzmann & Son                          224 - 39 Jamaica Avenue                 Queens Village         NY
          2946 T. J. McGowan Sons Funeral Home I           113 Lake Road East                      Congers                NY
          3016 Carpenter Funeral Home                      14 East Pulteney Street                 Corning                NY
         3016A Carpenter Funeral Home                      69 Main Street                          Big Flats              NY
         3016B Carpenter Funeral Home                      139 Walnut Street                       Corning                NY
         3016C Carpenter Funeral Home                      161 Oakwood Avenue                      Elmira Heights         NY
          3017 T. J. McGowan Sons Funeral Home Inc.        133 Broadway                            Haverstraw             NY
          3042 R. Stutzmann & Son Inc                      2000 Hillside Avenue                    New Hyde Park          NY
          3082 Wanamaker & Carlough Inc                    41 Eagle Valley Road                    Sloatsburg             NY
         3082A Wanamaker & Carlough Inc                    177 Route 59                            Suffern                NY
          3085 M.J. Smith Sons                             248 Prospect Park West                  Brooklyn               NY
         3085A M.J. Smith Sons                             250 Prospect Park West                  Brooklyn               NY
          3096 Weeks Funeral Home Inc                      123 North Main Street                   Warsaw                 NY
          3117 Kennedy-Roth Funeral Home                   41- 45 58th Street                      Woodside               NY
          3214 Coloni Funeral Homes                        Route 9 W South                         New Windsor            NY
          3504 Louis Hirsch & Sons Inc                     1225 Jerome Avenue                      Bronx                  NY
         3519B EF Drown Funeral Service                    5059 Route 11                           Ellenburg Depot        NY
          3536 Drown & Strack Memorialists                 Millitary Turnpike                      West Chazy             NY
          3550 James J. Stout Funeral Home Inc             1339 College Point Boulevard            College Point          NY
          3564 John Dormi & Sons Inc                       1121 Morris Park Avenue                 Bronx                  NY
          3591 T. J. McGowan Sons Funeral Home I           71 North Central Highway                Garnerville            NY
          3596 Cusimano & Russo Funeral Home Inc           2005 West 6th St.                       Brooklyn               NY
</TABLE>

                                     3 OF 6

<PAGE>

                                                                  SCHEDULE 10.01

                            REAL PROPERTY COLLATERAL

<TABLE>
<CAPTION>
    LOC. #                    LOCATION NAME                           LOCATION ADDRESS                     CITY           ST

    <S>        <C>                                         <C>                                     <c>                    <C>
          2707 Corrigan Funeral Home                       14768 Lorain Avenue                     Cleveland              OH
         2707B Corrigan Funeral Home                       14802 Lorain Avenue                     Cleveland              OH
         2707C Corrigan Funeral Home                       20820 Lorain Road                       Fairview Park          OH
          2712 Finefrock-Williams Funeral Home             350 Marion Avenue                       Mansfield              OH
          2714 H.H. Birkenkamp Funeral Homes               3219 Tremainsville Road                 Toledo                 OH
          2909 Hogenkamp-Straub Funeral Home               900 West Grand Avenue                   Lima                   OH
          3045 Burcham Funeral Home                        119 East Main Street                    Fairborn               OH
          3126 Craciun-Berry Funeral Home                  7200 Detroit Avenue                     Cleveland              OH
         3126A Berry Funeral Home                          23040 Center Ridge                      Westlake               OH
          3208 DiCicco & Sons Funeral Homes                5975 Mayfield Rd                        Mayfield Heights       OH
         3208A DiCicco & Sons Funeral Homes                15707 St. Clair                         Cleveland              OH
          3297 Spiker-Foster Shriver Funeral Hom           710 Tuscarawas Street West              Canton                 OH
         3297A Spiker-Foster Shriver Funeral Hom           4817 Cleveland Avenue North West        Canton                 OH

          2627 Guardian/Mayes Funeral Homes                500 East Alameda                        Norman                 OK
          2628 Midtown Funeral Directors & Crema           1133 North Robinson                     Oklahoma City          OK
          2629 Guardian  Funeral Homes/Guardian            11600 North Pennsylvania Avenue         Oklahoma City          OK
          2630 Guardian  Funeral Homes/Guardian            5820 North West 41st Street             Oklahoma City          OK
          2632 Gaskill-Owens Funeral Chapel                119 North Union                         Shawnee                OK
          2633 Hutchins-Maples Funeral Home                119 North Chestnut                      Bristow                OK
          2634 Roberts Funeral Home                        404 South Williams                      Westville              OK
          2635 Roberts/Reed-Culver Funeral Home            801 West Locust Street                  Stilwell               OK
          2692 Cooper-Althouse Funeral Home                5B Street Northwest                     Miami                  OK
         2692A Cooper-Althouse Funeral Home                118 North Main                          Fairland               OK
          2749 Grace Memorial - Shidler Chapel             2016 North 14th Street                  Ponca City             OK
         2749A Grace Memorial - Shidler Chapel             200 North Gypsy Avenue                  Shidler                OK
          2852 McMahans Funeral Home Inc                   616 South 8th Street                    Noble                  OK
          2861 Heath-Griffith Funeral Service              1823 West 51 Street                     Tulsa                  OK
          2933 Reed-Culver Funeral Home Inc                117 West Delaware Street                Tahlequah              OK
          3277 Brumley-McCurtain Funeral Home              500 North Park Drive                    Broken Bow             OK
         3277A Brumley-McCurtain Funeral Home              1101 Lincoln Road                       Idabel                 OK
          3305 Hunsaker-Wooten Funeral Home                201 North 4th                           Fairfax                OK
          3429 Ludlum (Trust) Management Services          1113 North Robinson                     Oklahoma City          OK
          3588 Eisenhour Funeral Home                      600 North Main Street                   Blanchard              OK
          3589 Added Touch Flower Shop                     8801 N.E. 23rd Street                   Oklahoma City          OK

          2618 Gable And Parkrose Funeral Chapel           225 North East 80th Avenue              Portland               OR
          2679 Keizer Funeral Chapel                       4365 River Road North                   Keizer                 OR
          2697 Peake Memorial Chapel                       1925 SE Scott Street                    Milwaukie              OR
          2989 Lienkaemper Chapel                          78 North West 1st Avenue                Ontario                OR
         2989A Lienkaemper Chapel                          207 Ehrgood Avenue                      Nyssa                  OR
         2989B Lienkaemper Chapel                          222 Yakima Street South                 Vale                   OR
          3049 Buell Chapel                                320 North 6th Street                    Springfield            OR
          3128 O' Hair's & Riggs Funeral Chapel            515 Pine Street                         Klamath Falls          OR
          3321 Young's Funeral Home                        11831 South West Pacific Highway        Tigard                 OR
          3322 Pegg, Paxson & Springer Mortuary            4675 SW Watson                          Beaverton              OR
          3323 Bateman Carroll Funeral Chapel &            520 West Powell Boulevard               Gresham                OR

          2699 Neill Funeral Home Inc                      3501 Derry Street                       Harrisburg             PA
          2724 Neill Funeral Home - Harrisburg             3501 Derry Street                       Harrisburg             PA
          2924 Reese Funeral Home                          911 North Second Street                 Harrisburg             PA
          3043 Neill Funeral Home - Camp Hill              3401 Market Street                      Camp Hill              PA
          3397 Burton L. Hirsch Funeral Home Inc           2704 Murray Avenue                      Pittsburgh             PA
          3465 H.P. Brandt Funeral Home Inc                1032 Perry Highway                      Pittsburgh             PA
          3466 H. Samson Inc                               537 North Neville Street                Pittsburgh             PA

          3137 Pontarelli-Marino Funeral Home              971 Branch Avenue                       Providence             RI
          3143 Prata Funeral Home                          1488 Westminster Street                 Providence             RI
         3143B Prata Funeral Home                          372 Broadway                            Pawtucket              RI
         3143C Prata Funeral Home                          78 Providence Street                    West Warwick           RI
          3464 Wilbur-Romano Funeral Home                  615 Main Street                         Warren                 RI
          3627 Romano Funeral Home                         627 Union Avenue                        Providence             RI

          2871 Mahaffey Funeral Home                       201 North Catawba Street                Lancaster              SC
          3538 Cauthen Funeral Home                        410 West Meeting Street                 Lancaster              SC
         3538A Cauthen Funeral Home                        316 East Richland Street                Lancaster              SC
         3538B Cauthen Flower Shop                         410 West Meeting Street                 Lancaster              SC
          3562 Cauthen Funeral Home                        700 Heckle Boulevard                    Rock Hill              SC

          2693 McCarty-Weaver Cumberland Chapel            5815 Western Avenue                     Knoxville              TN
          2705 Brown Funeral Home                          338 East Main Street                    Newport                TN
          2706 Colboch-Price Funeral Home Inc              Towne Square                            Rogersville            TN
          2723 McCarty's Mortuary Inc                      4004 Holston Drive                      Knoxville              TN
          2732 Wilson Funeral Home                         108 North Gap Main Street               Bulls Gap              TN
          2756 Stockdale-Malin Funeral Home                133 North Forrest Avenue                Camden                 TN
         2756A Stockdale-Malin Funeral Home                13625 Highway 69 A                      Big Sandy              TN
          2790 Pettus-Owen/Dickson's Funeral Directors     4506 Charlotte Avenue                   Nashville              TN
         2790A Dickson's Fairview Chapel                   539 Fairview Boulevard                  Fairview               TN
          2791 Franklin Memorial Chapel                    1009 West Main Street                   Franklin               TN
          2792 Daves-Culbertson Inc                        401 N. Jackson Street                   Tullahoma              TN
          2793 McMinnville Funeral Home                    117 Underwood Road                      McMinnville            TN
          2795 Rawlings Funeral Home Inc                   212 Court Avenue                        Sevierville            TN
          2910 McCarty's Evergreen Chapel                  7426 Asheville Highway                  Knoxville              TN
          3063 Newby Funeral Home Inc                      202 East Main Street                    Gallatin               TN
          3091 McNeil Funeral Home Inc                     118 Church Street                       Sneedville             TN
</TABLE>

                                     4 OF 6

<PAGE>

                                                                  SCHEDULE 10.01

                            REAL PROPERTY COLLATERAL

<TABLE>
<CAPTION>
    LOC. #                    LOCATION NAME                           LOCATION ADDRESS                     CITY           ST

    <S>        <C>                                         <C>                                     <c>                    <C>
          3099 Buckner's Dickson Funeral Home              209 East College Street                 Dickson                TN
         3099A Buckner's Dickson Funeral Home              317 Main Street                         White Bluff            TN
          3173 Luff Bowen Funeral Home Inc                 104 East Main Street                    Waverly                TN
         3173A Luff Bowen Funeral Home Inc                 Highway 70 East                         McEwen                 TN
          3394 Coffey  Mortuary Inc                        937 Broad Street                        Tazewell               TN
          3523 J.W. Curry & Son Funeral Home               416 Sampson Avenue                      Dyersburg              TN
          3595 Mcreynolds-Nave & Larson FH                 1209 Madison St.                        Clarksville            TN
         3595A Nave Funeral Home                           11 Main Street                          Erin                   TN
          3614 Kiser Funeral Home                          401 West Main Street                    Greeneville            TN

          2638 Harding-Orr And McDaniel Funeral            320 Montana Boulevard                   El Paso                TX
          2708 Darling-Mouser Funeral Home                 945 Palm Boulevard                      Brownsville            TX
          2730 Trevino Funeral Homes                       1355 Old Port Isabel Road               Brownsville            TX
          2787 Angelus Funeral Home                        1100 East Houston Street                Beeville               TX
         2787A Galloway & Sons FH                          409 North Tyler                         Beeville               TX
         2787B Galloway & Sons Inc                         Bowie and San Marcos                    George West            TX
         2787C Galloway & Sons, Inc                        1600 Laurel Avenue                      Three Rivers           TX
          2840 Martin's Funeral Homes & Cemeteri           100 South Morgan                        Granbury               TX
          2841 Martin's Funeral Homes  & Cemeter           302 North Anglin                        Cleburne               TX
          2887 Palmer Mortuary                             1116 North Austin Street                Seguin                 TX
          2962 Southside Funeral Home                      6301 South Flores Street                San Antonio            TX
          2964 Virgil Wilson Mortuary                      2200 North Conway                       Mission                TX
          3021 Earthman Hunters Creek Funeral Ho           8303 Katy Freeway                       Houston                TX
          3023 Earthman Bellaire Funeral Home              6700 Ferris                             Bellaire               TX
          3024 Earthman Baytown Funeral Home               3919 Garth Road                         Baytown                TX
          3025 Earthman Downtown Funeral Home              2420 Fannin                             Houston                TX
          3026 Earthman North Funeral Home                 5100 North Freeway                      Houston                TX
          3027 Earthman Gulf Funeral Home                  6330 Gulf Freeway                       Houston                TX
          3028 Earthman Southwest Funeral Home             12555 South Kirkwood                    Stafford               TX
          3050 Alief-Sharpstown Funeral Home               7730 Boone Road                         Houston                TX
          3388 J.B. Earthman Tanglewood Funeral            5740 San Felipe                         Houston                TX
          3402 Max Martinez Mortuary                       2015  West Martin Street                San Antonio            TX
          3409 North Park Funeral Home                     511 Fredericksburg Road                 San Antonio            TX
          3410 Colonial Chapel Hill Funeral Home           7735 Gibbs Sprawl Road                  San Antonio            TX
          3415 Colonial Funeral Home                       625 Kitty Hawk Road                     Universal City         TX
          3505 Elsa Memorial Chapel                        201 North Broadway                      Elsa                   TX
          3543 Trevino Funeral Homes                       226 Cupples Road                        San Antonio            TX
          3592 Trevino Funeral Home - Palo Alto            2525 Palo Alto Rd.                      San Antonio            TX

          2785 Howell Funeral Home                         Highway 58 East                         Stuart                 VA
          2824 Lynch Funeral Home                          140 Floyd Avenue                        Rocky Mount            VA
          2838 Lomax Funeral Home                          2200 E. Midland Trail                   Buena Vista            VA
          2880 Collins & McKee-Stone Funeral Ser           30 Riverside Highway                    Bassett                VA
          2881 Collins & McKee-Stone Funeral Ser           109 Broad Street                        Martinsville           VA
          3039 Mullins & Thompson Funeral Servic           186 Shelton Shop Road                   Stafford               VA
          3040 Mullins & Thompson Funeral Servic           9215 Courthouse Road                    Spotsylvania           VA
          3041 Diuguid Funeral Service                     1016 Rivermont Ave.                     Lynchburg              VA
         3041A Diuguid Funeral Service                     21914 Timberlake                        Lynchburg              VA
          3131 Bucktrout of Williamsburg                   4124 Ironbound Road                     Williamsburg           VA
          3232 Community Funeral Services                  109 Fontaine Drive                      Ridgeway               VA
          3337 Riverside Funeral Home & Cremator           7415 River Road                         Newport News           VA
          3364 Woodward Funeral Home Inc                   200 Fredericksburg Avenue               Louisa                 VA
          3399 Arlington Funeral Home                      3901 North Fairfax Drive                Arlington              VA
         3399A Arlington Funeral Home                      3901 North Fairfax Drive                Arlington              VA
          3407 Lacy Funeral Home                           6241 Cross County Road                  Mineral                VA
          3593 Diuguid Funeral Service                     811 Wiggington Rd.                      Lynchburg              VA

          2615 Shaw & Sons Funeral Directors               201 North Second Street                 Yakima                 WA
          2622 Schaefer-Shipman Funeral Home Inc           804 State Avenue                        Marysville             WA
          2623 Powers Funeral Homes Inc                    320 West Pioneer Avenue                 Puyallup               WA
          2681 Brown Mortuary Service                      299 North Market Boulevard              Chehalis               WA
         2681A Brown Mortuary Service                      58 Main Street                          Morton                 WA
          2682 Sticklin Funeral Chapel                     1437 South Gold                         Centralia              WA
          2686 Vancouver Funeral Chapel                    110 East 12th Street                    Vancouver              WA
          2904 Powers Funeral Homes Inc                    15124 Main Street                       Sumner                 WA
          2905 Powers-Orting Funeral Home                  224 South Washington                    Orting                 WA
          3311 Snoqualmie Valley Chapel                    1202 Boalch Avenue NW                   North Bend             WA
          3358 Waterville Funeral Home                     303 West Locust                         Waterville             WA
          3359 Braun Funeral Home                          227 Cottage Avenue                      Cashmere               WA
          3361 Merritt Funeral Home                        218 W 3rd Street                        Wapato                 WA
          3423 Bauer Funeral Chapel Inc                    701 First Street                        Snohomish              WA

          2799 Dorsey Funeral Home Inc                     701 South Pike Street                   Shinnston              WV
          3069 Bartlett Funeral Home                       202 McGraw Avenue                       Grafton                WV


               PART (b)


          2729 Stubblefield Funeral Home Inc               5421 E Andrew Johnson Highway           Morristown             TN
          2797 Kreidler-Ashcraft Funeral Directo           1002 East Harrison Street               Harlingen              TX
          2834 May & Smith Funeral Directors - T           320 North Main Street                   Tennille               GA
          2857 May & Smith Funeral Directors - S           506 West Church Street                  Sandersville           GA
          2914 Biggs Funeral Home                          3801 South First Street                 Lake City              FL
2956A          Leitz-Eagan Funeral Home                    919 Amelia Street                       Gretna                 LA
</TABLE>

                                     5 OF 6

<PAGE>

                                                                  SCHEDULE 10.01

                            REAL PROPERTY COLLATERAL

<TABLE>
<CAPTION>
    LOC. #                    LOCATION NAME                           LOCATION ADDRESS                     CITY           ST

<S>            <C>                                         <C>                                     <c>                    <C>
          3000 Kolkmeyer-Helmkamp-Orians Funeral           506 North Cable Road                    Lima                   OH
3000A          Kolkmeyer-Helmkamp-Orians Funeral           712 South Main Street                   Lima                   OH
3000B          Kolkmeyer-Helmkamp-Orians Funeral           228 North Franklin                      Delphos                OH
3000C          Kolkmeyer-Helmkamp-Orians Funeral           202 North Franklin                      Ottoville              OH
          3125 Aaron Funeral Home                          2609 South Walnut Street Road           Bloomington            IN
          3127 Craciun Funeral Home Inc                    14925 East Bagley Road                  Middleburg Heig        OH
          3138 Graceland Funeral Home                      3434 W Flagler Street                   Miami                  FL
          3211 Leasure-Stein Funeral Home                  230 Baltimore Avenue                    Cumberland             MD
          3217 Cedar Hill Chapel                           1040 East Nine Mile Road                Pensacola              FL
          3225 McNeil-Keyes Funeral Home                   1380 North Palafox Street               Pensacola              FL
3225A          Crematory of Northwest Florida              21 East Lee Street                      Pensacola              FL
          3226 C.E. Prevatt Funeral Home                   801 Tyrone Boulevard                    St. Petersburg         FL
          3287 P.J. McMahon & Sons Funeral Home            4800 Canal Street                       New Orleans            LA
          3303 Byrd-Hillside Funeral Home                  633 North Broadway                      Wichita                KS
          3377 Funeraria Abreu Gonzalez                    6851 SW 40th Street                     Miami                  FL
          3420 Harvey's Reese Park Chapel Funera           612 Reese Park                          Americus               GA
          3475 Walker Chapel Funeral Home                  1200 Ellard Road                        Fultondale             AL
          3519 O'Neill-Redden-Drown Funeral Home           94 Court Street                         Plattsburgh            NY
3519D          EF Drown Funeral Service                    361 Route 11                            Champlain              NY
          3549 Fitzpatrick Funeral Services Ltd.           13820 Lincoln Avenue                    Dolton                 IL
          3559 Alexander-Johnson Funeral Chapel            408 Church Street                       Ottumwa                IA
          3600 Howell & Jessie Funeral Home                1196 Hillview Boulevard                 Louisville             KY

          3205 Lange Funeral Home                          416 East Maple                          Centerville            IA
          3469 Bright Funeral Home                         704 Brownsville Road                    Pittsburgh             PA
</TABLE>



                                     6 OF 6



<PAGE>


                                                                  SCHEDULE 10.02

                                   PERFECTION



         Alderwoods will cause executed Mortgages in acceptable form for
recordation covering (i) at least 80% of the properties listed on part (a) of
Schedule 10.01 to be duly recorded within fifteen Business Days of the
Measurement Date, (ii) at least 90% of the properties listed on part (a) of
Schedule 10.01 to be duly recorded within twenty Business Days after the
Measurement Date, and (iii) at least 95% of the properties listed on part (b) of
Schedule 10.01 to be duly recorded within sixty calendar days of the Measurement
Date (except with respect to any such properties sold prior to that date).
Thereafter, Alderwoods will use commercially reasonably efforts to cause
executed Mortgages in acceptable form for recordation covering the remaining
properties listed on Schedule 10.01 to be recorded. Promptly upon the release of
any mortgage held by a third party against any real property owned in fee simple
by a Subsidiary Guarantor (not constituting or used as a cemetery) that would
have been subjected to a first priority Mortgage on or about the date hereof but
for such mortgage, Alderwoods will cause such real property to be subjected to a
first-priority Mortgage in favor of the Collateral Agent.



<PAGE>

                                                                       EXHIBIT A

         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ALDERWOODS OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE
TO CEDE & CO. TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL NOTE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR
TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF
THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN ARTICLE 2 OF THE INDENTURE.

                             ALDERWOODS GROUP, INC.

                        11% Senior SECURED Notes DUE 2007

No. ______                                                           $__________

CUSIP No.

         ALDERWOODS GROUP, INC., a corporation incorporated under the laws of
the State of Delaware (herein called "ALDERWOODS", which term includes any
successor corporation under the Indenture hereinafter referred to), for value
received, hereby promises to pay to CEDE & Co. or registered assigns, the
principal sum of _______________ Dollars on January 2, 2007, at the office or
agency of Alderwoods referred to below, and to pay interest thereon on June 15
and December 15, in each year, commencing on June 15, 2002, accruing from the
most recent Interest Payment Date to which interest has been paid or duly
provided for or, if no interest has been paid, from the Measurement Date
(subject to deduction as provided for in Section 2.01 of the Indenture), at the
rate of 11% per annum, until the principal hereof is paid or duly provided for.
Interest shall be computed on the basis of a 360-day year of twelve 30-day
months. The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in the Indenture referred to on the
reverse hereof, be paid to the Person in whose name this Global Note (or one or
more Predecessor Notes) is registered at the close of business on the Regular
Record Date for such interest, which shall be June 1 or December 1 (whether or
not a Business Day), as the case may be, next preceding such Interest Payment
Date (each a "REGULAR RECORD DATE"). Any such interest not so punctually paid,
or duly provided for, and interest on such defaulted interest at the rate borne
by the Global Notes, to the extent lawful, shall forthwith cease to be payable
to the Holder on such Regular Record Date, and may be paid to the Person in
whose name this Global Note (or one or more Predecessor Notes) is registered at
the close of business on a special record date for the payment of such defaulted
interest to be fixed by the Trustee, notice of which shall be given to Holders
of Global Notes not less than 10 days prior to such special record date, or may
be paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Global Notes may be listed,
and upon such notice as may be required by such exchange, all as more fully
provided in such Indenture.

         Payment of the principal of, premium, if any, and interest on this
Global Note will be made at the office or agency of Alderwoods maintained for
that purpose in the Borough of Manhattan in the City of New York, or at such
other office or agency of Alderwoods as may be maintained for such purpose, in
such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts; PROVIDED, HOWEVER, that
payment of interest may be made at the option of Alderwoods by check mailed to
the address of the Person entitled thereto as such address shall appear on the
security register maintained by the Registrar. Reference is hereby made to the
further provisions of this Global Note set forth on the reverse hereof.


                                      A-1
<PAGE>

         Unless the certificate of authentication hereon has been duly executed
by the Trustee referred to on the reverse hereof by manual signature, and a seal
has been affixed hereon, this Global Note shall not be entitled to any benefit
under the Indenture, or be valid or obligatory for any purpose.


                                      A-2
<PAGE>


         IN WITNESS WHEREOF, Alderwoods has caused this instrument to be duly
executed under its corporate seal.

         Dated:

                                      ALDERWOODS GROUP, INC.


                                      By:____________________________________
                                           Name:
                                           Title:




                                      By:____________________________________
                                           Name:
                                           Title:





                                      A-3
<PAGE>


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

         This is one of the Global Notes designated therein referred to in the
within-mentioned Indenture.

                                      WELLS FARGO BANK MINNESOTA,
                                       NATIONAL ASSOCIATION, Trustee


                                      By:____________________________________
                                           Authorized Officer






                                      A-4
<PAGE>


                            (Reverse of Global Note)

         1. INDENTURE. This Global Note is one of the duly authorized Five-Year
Notes of Alderwoods designated as its 11% Senior Secured Notes due 2007 (the
"FIVE-YEAR NOTES"), which may be issued under an indenture (herein called the
"INDENTURE") dated as of January 2, 2002, among Alderwoods Group, Inc., a
Delaware corporation, as issuer ("ALDERWOODS") and Wells Fargo Bank Minnesota,
National Association, a national banking association, as trustee (herein called
the "TRUSTEE," which term includes any successor Trustee under the Indenture),
to which Indenture and all indentures supplemental thereto reference is hereby
made for a statement of the respective rights, limitations of rights, duties,
obligations and immunities thereunder of Alderwoods, the Trustee and the Holders
of the Five-Year Notes, and of the terms upon which the Five-Year Notes are, and
are to be, authenticated and delivered.

         All capitalized terms used in this Five-Year Note that are defined in
the Indenture and not otherwise defined herein shall have the meanings assigned
to them in the Indenture.

         No reference herein to the Indenture and no provisions of this
Five-Year Note or of the Indenture shall alter or impair the obligation of
Alderwoods, which is absolute and unconditional, to pay the principal of,
premium, if any, and interest on this Five-Year Note at the times, place and
rate, and in the coin or currency, herein prescribed.

         2. REDEMPTION.

         (a) OPTIONAL REDEMPTION. The Five-Year Notes are redeemable as a whole
or in part, at the option of Alderwoods, at any time upon not less than 10 nor
more than 60 days' prior notice at a Redemption Price equal to 100% of their
principal amount plus accrued interest to the date of redemption.

         (b) PARTIAL REDEMPTION. In the event of redemption of this Five-Year
Note in part only, a new Five-Year Note or Five-Year Notes for the unredeemed
portion hereof shall be issued in the name of the Holder hereof upon the
cancellation hereof.

         (c) AMORTIZATION. The Five-Year Notes are subject to mandatory
amortization in accordance with the terms of the Indenture.

         3. OFFERS TO PURCHASE. Section 4.11 of the Indenture provides that upon
the occurrence of a Change of Control, and subject to further limitations
contained therein, Alderwoods shall make an offer to purchase certain amounts of
the Five-Year Notes in accordance with the procedures set forth in the
Indenture. Section 4.12 of the Indenture provides that upon the occurrence of
certain Asset Sales, and subject to further limitations contained therein,
Alderwoods shall make an offer to purchase certain amounts of the Five-Year
Notes in accordance with the procedures set forth in the Indenture.

         4. DEFAULTS AND REMEDIES. If an Event of Default shall occur and be
continuing, the principal of all of the outstanding Five-Year Notes, plus all
accrued and unpaid interest, if any, to and including the date the Five-Year
Notes are paid, may be declared or may become due and payable in the manner and
with the effect provided in the Indenture.

         5. DEFEASANCE. The Indenture contains provisions (which provisions
apply to this Five-Year Note) for defeasance at any time of (a) the entire
indebtedness of Alderwoods under this Five-Year Note and (b) certain restrictive
covenants and related Defaults and Events of Default, in each case upon
compliance by Alderwoods with certain conditions set forth therein.

         6. AMENDMENTS AND WAIVERS. The Indenture permits, with certain
exceptions as therein provided, the amendment thereof and the modification of
the rights and obligations of Alderwoods and the rights of the Holders under the
Indenture at any time by Alderwoods and the Trustee with the consent of the
Holders of not less than a majority in aggregate principal amount of the
Five-Year Notes at the time outstanding. The Indenture also contains provisions
permitting the Holders of specified percentages in aggregate principal amount of
the Five-Year Notes at the time outstanding, on behalf of the Holders of all the
Five-Year Notes, to waive compliance


                                      A-5
<PAGE>

by Alderwoods with certain provisions of the Indenture and certain past
Defaults and Events of Default under the Indenture and this Five-Year Note
and their consequences. Any such consent or waiver by or on behalf of the
Holder of this Five-Year Note shall be conclusive and binding upon such
Holder and upon all future Holders of this Five-Year Note and of any
Five-Year Note issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent or waiver
is made upon this Five-Year Note.

         7. DENOMINATIONS, TRANSFER AND EXCHANGE. The Five-Year Notes are
issuable only in registered form without coupons in denominations of $100 and
any integral multiple thereof. As provided in the Indenture and subject to
certain limitations therein set forth, the Five-Year Notes are exchangeable for
a like aggregate principal amount of Five-Year Notes of a different authorized
denomination, as requested by the Holder surrendering the same. As provided in
the Indenture and subject to certain limitations therein set forth, the transfer
of this Five-Year Note is registrable on the security register of Alderwoods,
upon surrender of this Five-Year Note for registration of transfer at the office
or agency of Alderwoods maintained for such purpose in the Borough of Manhattan
in the City of New York or at such other office or agency of Alderwoods as may
be maintained for such purpose, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Registrar duly executed by,
the Holder hereof or such Holder's attorney duly authorized in writing, and
thereupon one or more new Five-Year Notes, of authorized denominations and for
the same aggregate principal amount, will be issued to the designated transferee
or transferees. No service charge shall be made for any registration of transfer
or exchange or redemption of Five-Year Notes, but Alderwoods may require payment
of a sum sufficient to cover any tax or other governmental charge payable in
connection therewith.

         8. PERSONS DEEMED OWNERS. Prior to and at the time of due presentment
of this Five-Year Note for registration of transfer, Alderwoods, the Trustee and
any agent of Alderwoods or the Trustee may treat the Person in whose name this
Five-Year Note is registered as the owner hereof for all purposes, whether or
not this Five-Year Note shall be overdue, and neither Alderwoods, the Trustee
nor any agent shall be affected by notice to the contrary.

         9. GOVERNING LAW. This Five-Year Note shall be governed by and
construed in accordance with the laws of the State of New York.




                                      A-6
<PAGE>


                                   Schedule A

                Exchange of (a) portions of this Global Note for
                      Physical Notes or (b) Physical Notes
                      for an interest in this Global Note.

<TABLE>
<CAPTION>

<S>          <C>                                       <C>                                    <C>
------------ ----------------------------------------- -------------------------------------- ---------------
                Principal Amount of Physical Notes
               Issued in Exchange for, or Exchanged     Remaining Principal Amount of this    Notation Made
   Date        for an Interest in, the Global Note                  Global Note                     By

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

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

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

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

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

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

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

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

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

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

</TABLE>


                                      A-7

<PAGE>

                                                                       EXHIBIT B

                             ALDERWOODS GROUP, INC.

                        11% SENIOR SECURED NOTES DUE 2007

No. ______                                                           $__________

CUSIP No.

         ALDERWOODS GROUP, INC., a corporation incorporated under the laws of
the State of Delaware (herein called "ALDERWOODS", which term includes any
successor corporation under the Indenture hereinafter referred to), for value
received, hereby promises to pay to [_______] or registered assigns, the
principal sum of _______________ Dollars on January 2, 2007, at the office or
agency of Alderwoods referred to below, and to pay interest thereon on June 15
and December 15, in each year, commencing on June 15, 2002, accruing from the
most recent Interest Payment Date to which interest has been paid or duly
provided for or, if no interest has been paid, from the Measurement Date
(subject to deduction as provided for in Section 2.01 of the Indenture), at the
rate of 11% per annum, until the principal hereof is paid or duly provided for.
Interest shall be computed on the basis of a 360-day year of twelve 30-day
months. The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in the Indenture referred to on the
reverse hereof, be paid to the Person in whose name this Physical Note (or one
or more Predecessor Notes) is registered at the close of business on the Regular
Record Date for such interest, which shall be June 1 or December 1 (whether or
not a Business Day), as the case may be, next preceding such Interest Payment
Date (each a "REGULAR RECORD DATE"). Any such interest not so punctually paid,
or duly provided for, and interest on such defaulted interest at the rate borne
by the Physical Notes, to the extent lawful, shall forthwith cease to be payable
to the Holder on such Regular Record Date, and may be paid to the Person in
whose name this Physical Note (or one or more Predecessor Notes) is registered
at the close of business on a special record date for the payment of such
defaulted interest to be fixed by the Trustee, notice of which shall be given to
Holders of Physical Notes not less than 10 days prior to such special record
date, or may be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the Physical Notes may
be listed, and upon such notice as may be required by such exchange, all as more
fully provided in such Indenture.

         Payment of the principal of, premium, if any, and interest on this
Physical Note will be made at the office or agency of Alderwoods maintained for
that purpose in the Borough of Manhattan in the City of New York, or at such
other office or agency of Alderwoods as may be maintained for such purpose, in
such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts; PROVIDED, HOWEVER, that
payment of interest may be made at the option of Alderwoods by check mailed to
the address of the Person entitled thereto as such address shall appear on the
security register maintained by the Registrar or by wire transfer to such
account as the Person entitled thereto may request in form reasonably
satisfactory to Alderwoods and the Trustee. Reference is hereby made to the
further provisions of this Physical Note set forth on the reverse hereof.

         Unless the certificate of authentication hereon has been duly executed
by the Trustee referred to on the reverse hereof by manual signature, and a seal
has been affixed hereon, this Physical Note shall not be entitled to any benefit
under the Indenture, or be valid or obligatory for any purpose.


                                      B-1
<PAGE>



         IN WITNESS WHEREOF, Alderwoods has caused this instrument to be duly
executed under its corporate seal.

         Dated:

                                      ALDERWOODS GROUP, INC.


                                      By:____________________________________
                                           Name:
                                           Title:




                                      By:____________________________________
                                           Name:
                                           Title:






                                      B-2
<PAGE>


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

         This is one of the Physical Notes designated therein referred to in the
within-mentioned Indenture.

                                      WELLS FARGO BANK MINNESOTA,
                                       NATIONAL ASSOCIATION, Trustee


                                      By:____________________________________
                                           Authorized Officer







                                      B-3
<PAGE>


                           (Reverse of Physical Note)

         1. INDENTURE. This Physical Note is one of the duly authorized
Five-Year Notes of Alderwoods designated as its 11% Senior Secured Notes due
2007 (the "FIVE-YEAR NOTES"), which may be issued under an indenture (herein
called the "INDENTURE") dated as of January 2, 2002, among Alderwoods Group,
Inc., a Delaware corporation, as issuer ("ALDERWOODS") and Wells Fargo Bank
Minnesota, National Association, a national banking association, as trustee
(herein called the "TRUSTEE," which term includes any successor Trustee under
the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties, obligations and immunities thereunder of Alderwoods, the
Trustee and the Holders of the Five-Year Notes, and of the terms upon which the
Five-Year Notes are, and are to be, authenticated and delivered.

         All capitalized terms used in this Five-Year Note that are defined in
the Indenture and not otherwise defined herein shall have the meanings assigned
to them in the Indenture.

         No reference herein to the Indenture and no provisions of this
Five-Year Note or of the Indenture shall alter or impair the obligation of
Alderwoods, which is absolute and unconditional, to pay the principal of,
premium, if any, and interest on this Five-Year Note at the times, place and
rate, and in the coin or currency, herein prescribed.

         2. REDEMPTION.

         (a) OPTIONAL REDEMPTION. The Five-Year Notes are redeemable as a whole
or in part, at the option of Alderwoods, at any time upon not less than 10 nor
more than 60 days' prior notice at a Redemption Price equal to 100% of their
principal amount plus accrued interest to the date of redemption.

         (b) PARTIAL REDEMPTION. In the event of redemption of this Five-Year
Note in part only, a new Five-Year Note or Five-Year Notes for the unredeemed
portion hereof shall be issued in the name of the Holder hereof upon the
cancellation hereof.

         (c) AMORTIZATION. The Five-Year Notes are subject to mandatory
amortization in accordance with the terms of the Indenture.

         3. OFFERS TO PURCHASE. Section 4.11 of the Indenture provides that upon
the occurrence of a Change of Control, and subject to further limitations
contained therein, Alderwoods shall make an offer to purchase certain amounts of
the Five-Year Notes in accordance with the procedures set forth in the
Indenture. Section 4.12 of the Indenture provides that upon the occurrence of
certain Asset Sales, and subject to further limitations contained therein,
Alderwoods shall make an offer to purchase certain amounts of the Five-Year
Notes in accordance with the procedures set forth in the Indenture.

         4. DEFAULTS AND REMEDIES. If an Event of Default shall occur and be
continuing, the principal of all of the outstanding Five-Year Notes, plus all
accrued and unpaid interest, if any, to and including the date the Five-Year
Notes are paid, may be declared or may become due and payable in the manner and
with the effect provided in the Indenture.

         5. DEFEASANCE. The Indenture contains provisions (which provisions
apply to this Five-Year Note) for defeasance at any time of (a) the entire
indebtedness of Alderwoods under this Five-Year Note and (b) certain restrictive
covenants and related Defaults and Events of Default, in each case upon
compliance by Alderwoods with certain conditions set forth therein.

         6. AMENDMENTS AND WAIVERS. The Indenture permits, with certain
exceptions as therein provided, the amendment thereof and the modification of
the rights and obligations of Alderwoods and the rights of the Holders under the
Indenture at any time by Alderwoods and the Trustee with the consent of the
Holders of not less than a majority in aggregate principal amount of the
Five-Year Notes at the time outstanding. The Indenture also contains provisions
permitting the Holders of specified percentages in aggregate principal amount of
the Five-Year Notes at the time outstanding, on behalf of the Holders of all the
Five-Year Notes, to waive compliance


                                      B-4
<PAGE>

by Alderwoods with certain provisions of the Indenture and certain past
Defaults and Events of Default under the Indenture and this Five-Year Note
and their consequences. Any such consent or waiver by or on behalf of the
Holder of this Five-Year Note shall be conclusive and binding upon such
Holder and upon all future Holders of this Five-Year Note and of any
Five-Year Note issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent or waiver
is made upon this Five-Year Note.

         7. DENOMINATIONS, TRANSFER AND EXCHANGE. The Five-Year Notes are
issuable only in registered form without coupons in denominations of $100 and
any integral multiple thereof. As provided in the Indenture and subject to
certain limitations therein set forth, the Five-Year Notes are exchangeable for
a like aggregate principal amount of Five-Year Notes of a different authorized
denomination, as requested by the Holder surrendering the same. As provided in
the Indenture and subject to certain limitations therein set forth, the transfer
of this Five-Year Note is registrable on the security register of Alderwoods,
upon surrender of this Five-Year Note for registration of transfer at the office
or agency of Alderwoods maintained for such purpose in the Borough of Manhattan
in the City of New York or at such other office or agency of Alderwoods as may
be maintained for such purpose, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Registrar duly executed by,
the Holder hereof or such Holder's attorney duly authorized in writing, and
thereupon one or more new Five-Year Notes, of authorized denominations and for
the same aggregate principal amount, will be issued to the designated transferee
or transferees. No service charge shall be made for any registration of transfer
or exchange or redemption of Five-Year Notes, but Alderwoods may require payment
of a sum sufficient to cover any tax or other governmental charge payable in
connection therewith.

         8. PERSONS DEEMED OWNERS. Prior to and at the time of due presentment
of this Five-Year Note for registration of transfer, Alderwoods, the Trustee and
any agent of Alderwoods or the Trustee may treat the Person in whose name this
Five-Year Note is registered as the owner hereof for all purposes, whether or
not this Five-Year Note shall be overdue, and neither Alderwoods, the Trustee
nor any agent shall be affected by notice to the contrary.

         9. GOVERNING LAW. This Five-Year Note shall be governed by and
construed in accordance with the laws of the State of New York.




                                      B-5
<PAGE>


                       OPTION OF HOLDER TO ELECT PURCHASE

         If you wish to have this Five-Year Note purchased by Alderwoods
pursuant to Section 4.11 or 4.12 of the Indenture, check the "Yes" box:

                                     Yes [ ]

         If you wish to have a portion of this Five-Year Note purchased by
Alderwoods pursuant to Section 4.11 or 4.12 of the Indenture, state the amount:

                                  $____________



Date:_______________  Your Signature:_________________________________________
                                     (Sign exactly as your name appears on the
                                      other side of this Five-Year Note)



Signature Guarantee:___________________________________________




                                      B-6
<PAGE>



                                 ASSIGNMENT FORM

         If you the holder want to assign this Five-Year Note, fill in the form
below and have your signature guaranteed:

         I or we assign and transfer this Five-Year Note to __________________

______________________________________________________________________________
                (Insert assignee's social security or tax ID number)

______________________________________________________________________________


______________________________________________________________________________
               (Print or type assignee's name, address and zip code)

and irrevocably appoint _______________ agent to transfer this Five-Year Note on
the books of Alderwoods. The agent may substitute another to act for him.


Date:_______________  Your Signature:_________________________________________
                                     (Sign exactly as your name appears on the
                                      other side of this Five-Year Note)



Signature Guarantee:___________________________________________


</TEXT>
</DOCUMENT>
