Exhibit 4.11

FIRST SUPPLEMENTAL INDENTURE

Dated
as of August 4, 2004

to
the

INDENTURE

Dated
as of January 2, 2002

among

ALDERWOODS GROUP, INC., as Issuer,

THE SUBSIDIARY GUARANTORS PARTY HERETO

and

WELLS FARGO BANK, N.A.(Successor by Merger to Wells Fargo Bank Minnesota,National Association), as Trustee

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FIRST SUPPLEMENTAL INDENTURE

THIS FIRST SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of August 4, 2004, is made by
and among Alderwoods Group, Inc., a Delaware corporation ("Alderwoods"), the Subsidiary Guarantors listed on the signature page hereto and Wells
Fargo Bank, N.A., as successor by merger to Wells Fargo Bank Minnesota, National Association, as trustee (the "Trustee").

RECITALS:

WHEREAS, Alderwoods, certain subsidiaries of Alderwoods and the Trustee have entered into an Indenture, dated as of January 2, 2002 (the
"Indenture");

WHEREAS,
pursuant to the Indenture, Alderwoods issued, certain subsidiaries of Alderwoods guaranteed and the Trustee authenticated and delivered an aggregate principal amount of
$330,000,000 of Alderwoods' 121/4% Senior Notes due 2009 (the "Notes");

WHEREAS,
Alderwoods desires and has requested the Subsidiary Guarantors and the Trustee to join with Alderwoods in the execution and delivery of this Supplemental Indenture for the
purpose of amending the Indenture to eliminate certain covenants and Events of Default;

WHEREAS,
Section 9.02 of the Indenture provides that a supplemental indenture may be entered into by Alderwoods and the Trustee to change certain provisions of the Indenture or
modify certain rights of the Holders of the Notes with the consent of Holders of not less than a majority in aggregate principal amount of the Notes outstanding and the authorization by a resolution
of the Board of Directors of Alderwoods;

WHEREAS,
pursuant to a solicitation by Alderwoods, consents to the amendments to the Indenture, which will eliminate certain covenants and Events of Default pursuant to this Supplemental
Indenture, of Holders of at least a majority in aggregate principal amount of the Notes outstanding have been received and a resolution of the Board of Directors of Alderwoods has authorized
Alderwoods to enter into this Supplemental Indenture;

WHEREAS,
Alderwoods has furnished, or caused to be furnished, to the Trustee, and the Trustee has received, an Officers' Certificate and an Opinion of Counsel stating, among other
things, that this Supplemental Indenture is authorized or permitted by the Indenture; and

WHEREAS,
all things necessary to make this Supplemental Indenture a valid agreement of Alderwoods, the Subsidiary Guarantors and the Trustee and a valid amendment to the Indenture have
been done;

NOW
THEREFORE, Alderwoods and the Subsidiary Guarantors hereby covenant and agree with the Trustee for the equal and proportionate benefit of the Holders as follows:

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AGREEMENT:

Section 1.    Definitions.Capitalized terms used but not otherwise defined in this Supplemental Indenture
have the meanings ascribed thereto in the Indenture.



2.1SECTION 4.04 of ARTICLE 4 of the Indenture is amended by deleting the section in its entirety, together with any references thereto in
the Indenture, and replacing it with the following: "Intentionally omitted."

2.2SECTION 4.05 of ARTICLE 4 of the Indenture is amended by deleting the section in its entirety, together with any references thereto in
the Indenture, and replacing it with the following: "Intentionally omitted."

2.3SECTION 4.06 of ARTICLE 4 of the Indenture is amended by deleting the section in its entirety, together with any references thereto in
the Indenture, and replacing it with the following: "Intentionally omitted."

2.4SECTION 4.07 of ARTICLE 4 of the Indenture is amended by deleting the section in its entirety, together with any references thereto in
the Indenture, and replacing it with the following: "Intentionally omitted."

2.5SECTION 4.08 of ARTICLE 4 of the Indenture is amended by deleting the section in its entirety, together with any references thereto in
the Indenture, and replacing it with the following: "Intentionally omitted."

2.6SECTION 4.09 of ARTICLE 4 of the Indenture is amended by deleting the section in its entirety, together with any references thereto in
the Indenture, and replacing it with the following: "Intentionally omitted."

2.7SECTION 4.10 of ARTICLE 4 of the Indenture is amended by deleting the section in its entirety, together with any references thereto in
the Indenture, and replacing it with the following: "Intentionally omitted."

2.8SECTION 4.13 of ARTICLE 4 of the Indenture is amended by deleting the section in its entirety, together with any references thereto in
the Indenture, and replacing it with the following: "Intentionally omitted."

2.9SECTION 4.14 of ARTICLE 4 of the Indenture is amended by deleting the section in its entirety, together with any references thereto in
the Indenture, and replacing it with the following: "Intentionally omitted."

2.10SECTION 4.15 of ARTICLE 4 of the Indenture is amended by deleting the section in its entirety, together with any references thereto in
the Indenture, and replacing it with the following: "Intentionally omitted."

2

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2.11SECTION 4.16 of ARTICLE 4 of the Indenture is amended by deleting the section in its entirety, together with any references thereto in
the Indenture, and replacing it with the following: "Intentionally omitted."

2.12SECTION 4.17 of ARTICLE 4 of the Indenture is amended by deleting the section in its entirety, together with any references thereto in
the Indenture, and replacing it with the following: "Intentionally omitted."

2.13Subsections (a)(ii) and (a)(iii) of SECTION 5.01 of ARTICLE 5 of the Indenture are amended by deleting the subsections
in their entirety, together with any references thereto in the Indenture, and replacing them with the following: "Intentionally omitted."

2.14Subsection (e) of SECTION 6.01 of ARTICLE 6 of the Indenture is amended by deleting the subsection in its entirety, together
with any references thereto in the Indenture, and replacing it with the following: "Intentionally omitted."

2.15Subsection (f) of SECTION 6.01 of ARTICLE 6 of the Indenture is amended by deleting the subsection in its entirety, together
with any references thereto in the Indenture, and replacing it with the following: "Intentionally omitted."

2.16Any defined terms present in the Indenture, but no longer used as a result of the amendments made by this Supplemental Indenture are
hereby eliminated. The definition of any defined term used in the Indenture, where such definition is set forth in any of the sections or subsections that are eliminated by this Supplemental Indenture
and the term it defines is still used in the Indenture after the amendments hereby become operative, shall be deemed to become part of, and defined in, Section 1.01 of the Indenture. Such
defined terms are to be in alphanumeric order within Section 1.01 of the Indenture.



3.1Effect and Operation of Supplemental Indenture.This
Supplemental Indenture shall be effective and binding immediately upon its execution by Alderwoods and the Trustee and thereupon this Supplemental Indenture shall form a part of the Indenture
for all purposes, and every Note heretofore or hereafter authenticated and delivered under the Indenture shall be bound hereby, but, notwithstanding anything in the Indenture or this Supplemental
Indenture to the contrary, this Supplemental Indenture shall not be operative until Alderwoods has accepted for payment all of the Notes validly tendered pursuant to the Offer (as defined in the Offer
to Purchase and Consent Solicitation Statement, dated July 22, 2004 of Alderwoods). If the Offer is terminated or withdrawn, or the Notes are not accepted for payment for any reason, this
Supplemental Indenture will not become operative. Except as modified and amended by this Supplemental Indenture, all provisions of the Indenture shall remain in full force and effect.

3.2Confirmation and Preservation of the Indenture.The
Indenture as modified and amended by this Supplemental Indenture is in all respects confirmed and preserved.

3

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3.3Indenture and Supplemental Indenture Construed
Together.This Supplemental Indenture is an indenture supplemental to and in implementation of the Indenture, and the Indenture and this Supplemental Indenture
shall henceforth be read and construed together.

3.4Trust Indenture Act Controls.If any provision of this
Supplemental Indenture limits, qualifies or conflicts with another provision which is required to be included in this Supplemental Indenture by the Trust Indenture Act, the required provision shall
control.

3.5Governing Law.This Supplemental Indenture shall be governed
by and construed in accordance with the laws of the State of New York.

3.6Successors.All agreements of Alderwoods in this
Supplemental Indenture shall bind its successors and assigns. All agreements of the Subsidiary Guarantors in this Supplemental Indenture shall bind their respective successors and assigns. All
agreements of the Trustee in this Supplemental Indenture shall bind its successors and assigns.

3.7Counterparts.The parties may sign multiple counterparts of
this Supplemental Indenture. Each signed counterpart shall be deemed an original, but all of them together represent one and the same agreement.

3.8Headings.The headings of the sections of this Supplemental
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.

3.9Separability.Each provision of this Supplemental Indenture
shall be considered separable and if for any reason any provision which is not essential to the effectuation of the basic purpose of this Supplemental Indenture 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.

3.10Benefits of Supplemental Indenture.Nothing in this
Supplemental Indenture, express or implied, shall give to any Person, other than the parties hereto and their successors and the Holders of Notes, any benefit or any legal or equitable right, remedy
or claim.

3.11Trustee.The Trustee makes no representations as to the
validity or sufficiency of this Supplemental Indenture. The statements and recitals herein are deemed to be those of Alderwoods and the Subsidiary Guarantors and not of the Trustee.

[Signatures are on the following page.]

4

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IN WITNESS WHEREOF, the parties have caused this Supplemental Indenture to be duly executed as of the date and the year first written
above.

| |  | ALDERWOODS GROUP, INC.
| |  | ----------------------
| |  |                       
| |  | By:                   
| |  |                       

| |  | EACH SUBSIDIARY GUARANTOR
LISTED ON ANNEX A HERETO
| |  | --------------------------------------------------
| |  |                                                   
| |  | By:                                               
| |  |                                                   

| |  | EACH SUBSIDIARY GUARANTOR
LISTED ON ANNEX B HERETO
| |  | --------------------------------------------------
| |  |                                                   
| |  | By:                                               
| |  |                                                   

| |  | DOBA-HABY INSURANCE AGENCY, INC.
| |  | --------------------------------
| |  |                                 
| |  | By:                             
| |  |                                 

| |  | ALDERWOODS (TEXAS), L.P.By: Alderwoods (Partner), Inc., its general partner
| |  | ---------------------------------------------------------------------------
| |  |                                                                            
| |  | By:                                                                        
| |  |                                                                            

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| |  | DIRECTORS (TEXAS), L.P.By: DSP General Partner, Inc., its general partner
| |  | -------------------------------------------------------------------------
| |  |                                                                          
| |  | By:                                                                      
| |  |                                                                          

| |  | WELLS FARGO BANK, N.A., as Trustee
| |  | ----------------------------------
| |  |                                   
| |  | By:                               
| |  |                                   

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ANNEX A

Certain Subsidiaries of Alderwoods Group, Inc.

ALABAMAAdvanced Planning (Alabama), Inc.

ALASKAAlderwoods (Alaska), Inc.

ARIZONAAlderwoods (Arizona), Inc.
Phoenix Memorial Park Association

ARKANSASAlderwoods (Arkansas), Inc.

CALIFORNIAAdvance Funeral Insurance Services
Alderwoods (Texas), Inc.
A.L Cemetery
Alderwoods Group (California), Inc.
Custer Christiansen Covina Mortuary, Inc.
Dimond Service Corporation
Directors Succession Planning, Inc.
Directors Succession Planning II, Inc.
DSP General Partner II, Inc.
Earthman LP, Inc.
Harbor Lawn Memorial Park, Inc.
Neel Funeral Directors, Inc.
Universal Memorial Centers V, Inc.
Universal Memorial Centers VI, Inc.
White Funeral Home, Inc.
Whitehurst-Lakewood Memorial Park and Funeral Service, Inc.
Workman Mill Investment Company

COLORADOAlderwoods (Colorado), Inc.

CONNECTICUTAlderwoods (Connecticut), Inc.

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

A-1

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FLORIDACoral 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.

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

IDAHOAlderwoods (Idaho), Inc.

ILLINOISAlderwoods (Chicago Central), Inc.
Alderwoods (Chicago North), 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.

INDIANAAdvanced Planning of America, Inc.
Alderwoods (Indiana), Inc.
Ruzich Funeral Home, Inc.

A-2

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IOWAAlderwoods (Iowa), Inc.

KANSASAlderwoods (Kansas), Inc.

KENTUCKYAlderwoods (Partner), Inc.

LOUISIANAAlderwoods (Louisiana), Inc.

MARYLANDAlderwoods (Maryland), Inc.

MASSACHUSSETSAlderwoods (Massachussets), Inc.

MICHIGANAlderwoods (Michigan), Inc.
AMG, Inc.
WMP, Inc.

MINNESOTAAlderwoods (Minnesota), Inc.

MISSISSIPPIFamily Care, Inc.
Stephens Funeral Fund, Inc.

MISSOURIAlderwoods (Missouri), Inc.

MONTANAAlderwoods (Montana), Inc.

NEVADAAlderwoods (Nevada), Inc.

NEW HAMPSHIRERobert Douglas Goundrey Funeral Home, Inc.
St. Laurent Funeral Home, Inc.
ZS Acquisition, Inc.

A-3

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NEW MEXICOAlderwoods (New Mexico), Inc.

NEW YORKAlderwoods (New York), Inc.
Northeast Monument Company, Inc.

NORTH CAROLINAAlderwoods (North Carolina), Inc.
Carothers Holding Company, Inc.
Lineberry Group, Inc.
Reeves, Inc.
Westminster Gardens, Inc.
MFH, L.L.C.

OHIOAlderwoods (Ohio) Cemetery Management, Inc.
Alderwoods (Ohio) Funeral Home, Inc.

OKLAHOMAAlderwoods (Oklahoma), Inc.

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

PENNSYLVANIAAlderwoods (Pennsylvania), Inc.
Bright Undertaking Company
H. Samson, Inc.
Knee Funeral Home of Wilkinsburg, Inc.
Nineteen Thirty-Five Holdings, Inc.
Oak Woods Management Company

RHODE ISLANDAlderwoods (Rhode Island), Inc.

SOUTH CAROLINAAlderwoods (South Carolina), Inc.
Graceland Cemetery Development Co.

A-4

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TENNESSEEAlderwoods (Tennessee), Inc.
Eagle Financial Associates, Inc.

TEXASAlderwoods (Texas) Cemetery, Inc.
CHMP Holdings, Inc.
Del Rio Memorial Park, Inc.
DHFH Holdings, Inc.
DHNC Holdings, Inc.
Directors Cemetery (Texas), Inc.
DSP General Partner, Inc.
Earthman Cemetery Holdings, Inc.
Earthman Holdings, Inc.
EDSB Holdings, Inc.
HFCC Holdings, Inc.
HFJC Holdings, Inc.
HFSC Holdings, Inc.
Panola County Restland Memorial Park, Inc.
Pioneer Funeral Plans, Inc.
Travis Land Company
Tyler Memorial Funeral Home and Chapel, Inc.
Waco Memorial Park

VIRGINIAAlderwoods (Virginia), Inc.

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

WEST VIRGINIAAlderwoods (West Virginia), Inc.

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

A-5

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ANNEX B

Certain Subsidiaries of Alderwoods Group, Inc.

CALIFORNIAColton Funeral Chapel, Inc.
Glasband-Malinow-Weinstein Mortuary, Inc.
Glasband-Willen Mortuaries
Grove Colonial Mortuary, Inc.
Home of Peace Memorial Park and Mausoleum, Inc.
RH Mortuary Corporation
Richardson-Peterson Mortuary, Inc.
San Fernando Mortuary, Inc.

DELAWARERH Cemetery Corp.
RH Satellite Properties Corp.
Rose Hills Company
Rose Hills Holdings Corp.

B-1

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