EXECUTION COPY

AMENDMENT NO. 2 TO THE CREDIT AGREEMENT

Dated
as of August 19, 2004

AMENDMENT NO. 2 TO THE CREDIT AGREEMENT(this "Amendment") among ALDERWOODS
GROUP, INC., a Delaware corporation (the "Borrower"), the banks, financial institutions and other institutional lenders parties to the Credit
Agreement referred to below (collectively, the "Lenders") and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the
"Administrative Agent").



(1)   WHEREAS,
the Borrower, the Lenders and the Administrative Agent have entered into a Credit Agreement dated as of September 17, 2003 (such Credit
Agreement, as amended, supplemented or otherwise modified through the date hereof, the "Credit Agreement"). Capitalized terms not otherwise defined in
this Amendment have the same meanings as specified in the Credit Agreement;

(2)   WHEREAS,
the Borrower desires to refinance and replace all outstanding Term Loans under the Credit Agreement with a new class of Term B1 Loans
under the Credit Agreement (the "Term B1 Loans") up to an aggregate principal amount of $368 million, having identical terms with, and
having the same rights and obligations under the Loan Documents, as the Term Loans, as set forth in the Loan Documents, except as such terms are amended hereby;

(3)   WHEREAS,
each Term Lender who executes and delivers this Amendment shall be deemed, upon the effectiveness of this Amendment, to have exchanged its Term
Commitment and Term Loans (which Term Commitment and Term Loans shall thereafter be deemed terminated and refinanced in full, it being understood and agreed, however, that the Term B1
Commitments and Term B1 Loans are in substitution for, but not in payment or satisfaction of, the Term Commitments and the Term Loans) for a Term B1 Commitment (a
"Term B1 Commitment") and Term B1 Loans in the same aggregate principal amount as such Lender's outstanding Term Loans as set forth in
Schedule 2.01 to the Credit Agreement as in effect immediately prior to the Term B1 Facility Effective Date and such Lender shall thereafter become a
Term B1 Lender (each, in such capacity, a "Term B1 Lender");

(4)   WHEREAS,
each Person who executes and delivers this Amendment as a lender other than pursuant to an exchange of term loans described in
Section 2.01(a)(ii) of the Credit Agreement as amended hereby (each, in such capacity, an "Additional Term B1
Lender"), will make Term B1 Loans on the Term B1 Facility Effective Date (as defined below) (each, an "Additional Term B1
Loan") to the Borrower in an aggregate principal amount equal to the amount set forth opposite its name on Schedule 2.01 to the
Credit Agreement under the caption Additional Term B1 Loans, as amended as of the Term B1 Facility Effective Date, the proceeds of which will be used by the Borrower to refinance in full
the outstanding principal amount of Term Loans of Term Lenders, if any, who do not execute and deliver this Amendment, it being understood that an Additional Term B1 Lender may be a Term Lender
prior to the Term B1 Facility Effective Date;

(5)   WHEREAS,
the proceeds of the Term B1 Loans and the Additional Term B1 Loans shall be used by the Borrower to refinance and replace the
Term B Facility and finance in part the repurchase and prepayment of the Seven Year Notes and the Bridge Facility and to pay related transaction fees and expenses;

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(6)   WHEREAS,
the Borrower shall pay to each Term Lender all accrued and unpaid interest on its Term Loans to the Term B1 Facility Effective Date on
such Term B1 Facility Effective Date;

(7)   WHEREAS,
as a result of the above-described amendments, the Borrower will no longer need the $25 million Additional Term Loan Facility and desires
that the terms and provisions pertaining to such facility be deleted from the Credit Agreement;

(8)   WHEREAS,
the Borrower further desires to reduce the Applicable Rate payable in respect of Term B1 Loans in the event the Consolidated Leverage
Ratio of the Borrower is less than or equal to a specified amount;

(9)   WHEREAS,
the Borrower further desires to increase the Revolving Credit Commitments by an aggregate principal amount of $25 million;

(10)   WHEREAS,
the Borrower further desires to increase the Letter of Credit Sublimit from $20 million to $25 million;

(11)   WHEREAS,
the Borrower further desires to obtain the flexibility to repurchase shares of its common stock up to an agreed-upon
limit and subject to compliance with a specified leverage ratio;

(12)   WHEREAS,
the Borrower further desires to obtain the flexibility to declare and pay dividends on its common stock up to an
agreed-upon limit;

(13)   WHEREAS,
the Borrower further desires to obtain the flexibility for one of its Loan Party Subsidiaries to make payment on an intercompany
note payable to a non-Loan Party Subsidiary up to an agreed-upon limit;

(14)   WHEREAS,
the Borrower further desires to amend the Credit Agreement to increase the amount of consideration permitted to be paid by the
Borrower in its investment covenant for investments consisting of purchases of all of the equity interests or substantially all of the property or assets of a Person from an aggregate of
$20 million to an aggregate of $40 million (consisting of $20 million of cash and $20 million of stock) with an increase of up to $40 million for a total aggregate
amount of $80 million (consisting of $40 million of cash and $40 million of stock) to the extent the Consolidated Leverage Ratio of the Borrower and its Subsidiaries after giving
pro forma effect to any such investment is less than 4.00:1.00;

(15)   WHEREAS,
the Borrower has requested that certain statutory liens of its insurance company subsidiaries and certain investments by its
insurance company subsidiaries that are permitted under applicable law and consistent with past practice be permitted under the Credit Agreement;

(16)   WHEREAS,
the Borrower has requested a clarifying change in the Credit Agreement that only after-acquired non-cemetery property
be pledged under the Loan Documents;

(17)   WHEREAS,
the Borrower has requested that the Lenders amend the Credit Agreement (i) to effect the changes described above and
(ii) to make other amendments as described below; and

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(18)   WHEREAS,
the Lenders have agreed, subject to the terms and conditions hereinafter set forth, to amend the Credit Agreement in certain
respects as set forth below.

NOW,
THEREFORE, in consideration of the premises and for other good and valuable consideration, the sufficiency and receipt of all of which is hereby acknowledged, the
parties hereto hereby agree as follows:

SECTION
1. Amendments to Credit Agreement. The Credit Agreement is, effective as of the date hereof and subject to the satisfaction of the
conditions precedent set forth in Section 3, hereby amended as follows:

(a)
Section 1.01 of the Credit Agreement is hereby amended by adding the following definitions in the appropriate alphabetical order:

"Additional Term B1 Commitment" means, as to each Additional Term B1 Lender, the commitment of such
Additional Term B1 Lender to make Additional Term B1 Loans on the Term B1 Facility Effective Date, in an amount in US Dollars set forth next to the name of such Additional
Term B1 Lender on Schedule 2.01 thereto under the caption "Additional Term B1 Commitment".

"Additional Term B1 Lender" means a Person with an Additional Term B1 Commitment to make Additional
Term B1 Loans to the Borrower on the Term B1 Facility Effective Date, it being understood that an Additional Term B1 Lender may be a Term Lender.

"Additional Term B1 Loan" means a term loan or term loans in US Dollars made pursuant to
Section 2.01(a)(iii) of this Agreement on the Term B1 Facility Effective Date.

"New Senior Notes" means the $200 million senior unsecured notes issued pursuant to the indenture dated as of
August 19, 2004 between the Borrower and Wells Fargo Bank, National Association, as trustee.

"Second Amendment" means the Second Amendment to this Agreement, dated as of August 19, 2004, among the Borrower,
the Administrative Agent and the Lenders party thereto.

"Second Amendment Effective Date" is defined in Section 3 of the Second Amendment.

"Term B1 Borrowing" means a borrowing consisting of simultaneous Term B1 Loans of the same Type made by the
Term B1 Lenders.

"Term B1 Facility" means, at any time, the aggregate Term B1 Loans of all Lenders at such time.

"Term B1 Facility Effective Date" is defined in Section 3 of the Second
Amendment.

"Term B1 Lender" means, collectively, (a) each Term Lender that executes and delivers the Second Amendment on
or prior to the Term B1 Facility Effective Date and (b) each Additional Term B1 Lender.

"Term B1 Loan" means a term loan or term loans in US Dollars made pursuant to
Sections 2.01(a)(i) or 2.01(a)(iii) or deemed made pursuant to Section 2.01(a)(ii).

(b)   Section 1.01
of the Credit Agreement is hereby further amended as follows:

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(i)    Section 1.01
of the Credit Agreement is hereby further amended by amending and restating subclause (a) in the definition of
"Applicable Rate" in its entirety with the following:



(ii)   By
amending and restating subclause (a) in the definition of "Appropriate Lender" to read in full
as follows:



(iii)  By
deleting clause (b) of the definition of "Availability Period" and substituting the following
therefor:



(iv)  By
deleting the definition of "Commitment" in its entirety and inserting the following definition in its
place:



(v)   By
amending and restating clause (v) in the definition of "Consolidated EBITDA", and adding a new
clause (vi), as follows:



(vi)  By
amending the definition of "Consolidated Fixed Charge Coverage Ratio" to delete mandatory prepayments,
repurchases, redemptions and similar acquisitions for value from the calculation of Consolidated Fixed Charge Coverage Ratio by deleting the phrase "and all required prepayments, repurchases,
redemptions or similar acquisitions for value" from the definition thereof.

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(vii)   By
amending the definition of "Consolidated Interest Charges" to exclude any tender or
optional redemption premium, transaction fees and expenses in connection with the prepayment, repurchase and redemption of the Seven Year Notes from the definition of Consolidated Interest Charges by
adding the following proviso at the end thereof:



(viii)   By
amending and restating the definition of "Facility" to read in full as follows:



(ix)  By
deleting the definition of "Lender" in its entirety and inserting the following definition in its
place:



(x)   By
amending the definition of "Letter of Credit Sublimit" to delete the reference to "20,000,000" and
substitute "25,000,000" therefor.

(xi)  By
amending the definition of "Loan Documents" to delete each reference to "each Term Loan Assumption
Agreement."

(xii) By
deleting the definition of "Maturity Date" in its entirety and inserting the following definition in
its place:



(xiii)   By
amending the definition of "Net Cash Proceeds" to add the following proviso
immediately before the "and" at the end of clause (a) thereof:

"provided,
further, however, that the amount of Net Cash Proceeds received in
connection with the sale of the outstanding stock of Security Plan Life shall be deemed to be reduced by the amount of debt payable to Security Plan Life by Alderwoods (Louisiana), Inc. that is
permitted to be prepaid under Section 7.16 hereof,"

(xiv)   By
amending and restating the definition of "Term Borrowing" to read in full as follows:

"Term Borrowing" means a Term B1 Borrowing."

(xv)   By
deleting the definition of "Term Commitment" in its entirety and inserting the following
definition in its place:

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(xvi)   By
amending and restating the definition of "Term Facility" to read in full as follows:



(xvii)   By
amending and restating the definition of "Term Lender" to read in full as follows:



(xviii)   By
amending and restating the definition of "Term Loan" to read in full as follows:



(xix)   By
deleting the definition of "Term Note" in its entirety and inserting the following
definition in its place:



(c)   Article II
of the Credit Agreement is hereby amended by deleting
Section 2.01(a)(ii) in its entirety and adding the following new subsections (ii) through (vi) after
Section 2.01(a)(i):



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(iii)  The
Additional Term B1 Loans.    Subject to the terms and conditions hereof, each Additional Term B1
Lender severally agrees to make Additional Term B1 Loans in US Dollars to the Borrower on the Term B1 Facility Effective Date in a principal amount not to exceed its Additional
Term B1 Commitment on the Term B1 Facility Effective Date. The Borrower shall refinance all Term Loans of Term Lenders that do not execute and deliver the Second Amendment on the
Term B1 Facility Effective Date with the gross proceeds of the Additional Term B1 Loans.

(iv)  Application
of Proceeds of Term B1 Loans.    The Borrower hereby irrevocably authorizes and directs the
Administrative Agent to apply the proceeds of the Term B1 Loans made on the Term B1 Facility Effective Date to the redemption and repayment of the tendered Seven Year Notes and the
Bridge Facility. It is the intention of the Borrower, the Administrative Agent and the Lenders party hereto that each of the making of the Term B1 Loans on the Term B1 Facility Effective
Date, the issuance of the New Senior Notes, the redemption and repayment of the tendered Seven Year Notes and the repayment of the Bridge Facility shall occur substantially contemporaneously
and, to the extent the foregoing shall happen substantially contemporaneously, they will be deemed to have occurred at the same time for purposes of
Section 7.02(a)(B) of the Credit Agreement (even if the proceeds from the Term B1 Loans and the issuance of the New Senior Notes have not reached the
respective accounts of the holders of the tendered Seven Year Notes and the lenders under the Bridge Facility until the next Business Day, so long as such funds were wired as promptly as possible to
such holders and lenders on the Term B1 Facility Effective Date). If for any reason there is a delay between (x) the time of funding the Term B1 Loans and the issuance of the
New Senior Notes on the Term B1 Facility Effective Date and (y) the wiring of such funds to the holders of the tendered Seven Year Notes and the lenders under the Bridge Facility,
the Borrower hereby agrees that the proceeds of the Term B1 Loans shall remain in an account under the sole dominion and control of the Administrative Agent until such time as the Borrower
directs the funds to be forwarded to the holders of the tendered Seven Year Notes and the lenders under the Bridge Facility (which the Administrative Agent agrees to do at such time). Any such delay
shall not give rise to a Default under the provision in Section 7.02(a)(B) of the Credit Agreement that limits the amount of indebtedness permitted thereunder to
$375,000,000, so long as such delay is of a technical or ministerial or otherwise non-material nature and the holders of the tendered Seven Year Notes and the lenders under the Bridge
Facility receive payment in full within 36 hours from the time of funding of the Term B1 Loans (or, if the expiration of such period is not prior to 5:00 p.m. on a Business Day,
by 1:00 p.m. on the next succeeding Business Day).

(v)   Interest.    On
the Term B1 Facility Effective Date the Borrower shall pay all accrued and unpaid interest on
the Term Loans to the Term Lenders; provided, however, it is understood that the existing Interest Periods of the Term Loans prior to the
Term B1 Facility Effective Date shall continue on and after the Term B1 Facility Effective Date and shall accrue interest at the Applicable Margin in effect on and after the
Term B1 Facility Effective Date.

(vi)  Modification
of References.    Upon the Term B1 Facility Effective Date, the Term B1 Loans shall have
the same terms, rights and obligations as the Term Loans as set forth in the Loan Documents, except as modified by the Second Amendment, and all references to "Term Loans", "Term Commitment", "Term
Facility", "Term Note", "Term Lenders" and "Term Borrowings" in the Loan Documents shall be deemed to be references to "Term B1 Loans", "Term B1 Commitment", "Term B1 Facility",
"Term B1 Note", "Term B1 Lenders" and "Term B1 Borrowings", respectively."

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(d)   Article II
of the Credit Agreement is hereby further amended to permit the Borrower to apply optional prepayments in
order of maturity for the next succeeding six fiscal quarters by amending Section 2.05(a)(i) to delete the reference to "four" in the last sentence thereof
and substitute "six" therefor.

(e)   Article II
of the Credit Agreement is hereby further amended by amending
Section 2.05(a)(i) to delete the clause "on a pro rata basis" in the last sentence thereof and substitute "in the inverse order of maturity" therefor.

(f)    Article II
of the Credit Agreement is hereby further amended by amending and restating clause (5) of
Section 2.05(b)(ii) to read in full as follows:



(g)   Article II
of the Credit Agreement is hereby further amended to permit the Borrower to apply mandatory prepayments from
the sales of accounts receivable in order of maturity for the next succeeding six fiscal quarters by amending Section 2.05(b)(vi) to delete the reference to
"four" in the proviso thereof and substitute "six" therefor and to delete the clause "on a pro rata basis" and substitute "in the inverse order of maturity" therefor.

(h)   Article II
of the Credit Agreement is hereby further amended to permit the Borrower to apply other mandatory
prepayments in order of maturity for the next succeeding six fiscal quarters by amending Section 2.05(b)(viii) to delete the reference to "four" therein and
substitute "six" therefor and to delete the clause "on a pro rata basis" and substitute "in the inverse order of maturity" therefor.

(i)    Article II
of the Credit Agreement is hereby further amended by amending and restating
Section 2.07(a) to read in full as follows:

"(a)
Term B1 Loans. The Borrower shall repay to the Administrative Agent for the ratable account of the Term B1 Lenders the
aggregate principal amount of all Term B1 Loans outstanding on the last Business Day of each fiscal quarter set forth below in an amount equal to the percentage set forth opposite such dates of
the aggregate outstanding principal amount of the Term B1 Loans as of the Term B1 Facility Effective Date (which amounts shall be reduced as a result of the application of prepayments in
accordance with the order of priority set forth in Section 2.05):

Date

AmountFiscal quarter ending October 9, 2004

0.25%Fiscal quarter ending January 1, 2005

0.25%Fiscal quarter ending March 26, 2005

0.25%Fiscal quarter ending June 18, 2005

0.25%Fiscal quarter ending October 8, 2005

0.25%Fiscal quarter ending December 31, 2005

0.25%


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Date

AmountFiscal quarter ending March 25, 2006

0.25%Fiscal quarter ending June 17, 2006

0.25%Fiscal quarter ending October 7, 2006

0.25%Fiscal quarter ending December 30, 2006

0.25%Fiscal quarter ending March 24, 2007

0.25%Fiscal quarter ending June 16, 2007

0.25%Fiscal quarter ending October 6, 2007

0.25%Fiscal quarter ending December 29, 2007

0.25%Fiscal quarter ending March 22, 2008

0.25%Fiscal quarter ending June 14, 2008

0.25%Fiscal quarter ending October 4, 2008

0.25%Fiscal quarter ending December 27, 2008

0.25%Fiscal quarter ending March 21, 2009

0.25%Fiscal quarter ending June 13, 2009

0.25%Maturity Date

95% (or, if different, the percentage representing the then Outstanding Amount of all Term B1 Loans)


(j)    Article II
of the Credit Agreement is hereby further amended by deleting Section
2.14 in its entirety, which section pertained to the $25 million Additional Term Facility that is no longer needed.

(k)   Article VI
of the Credit Agreement is hereby amended by adding the following sentences at the end of the Use of
Proceeds covenant in Section 6.11:



(l)    Article VI
of the Credit Agreement is hereby further amended by deleting the phrase "the acquisition of any property
by any Loan Party" in the first paragraph of Section 6.12 and substituting the phrase "the acquisition of any non-cemetery property by any Loan
Party" therefor.

(m)  Article VI
of the Credit Agreement is hereby further amended by reducing the percentage of fixed interest rate hedging
required by the Interest Rate Hedging covenant by deleting the reference to "45%" in Section 6.17 and substituting "35%" therefor.

(n)   Article VII
of the Credit Agreement is hereby amended by amending Section 7.01 by
deleting the "." at the end of clause (k) and substituting "; and" therefor and adding a new Section 7.01(l) that reads in full as follows:

"(l)
statutory liens on the property and assets of any insurance company subsidiary of the Borrower securing the ordinary course insurance-related obligations of such
insurance company subsidiary."

(o)   Article VII
of the Credit Agreement is hereby further amended by amending and restating
Section 7.02(a)(B) to read in full as follows:

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(p)   Article VII
of the Credit Agreement is hereby further amended by amending and restating
Section 7.03(h)(D) to read in full as follows:



(q)   Article VII
of the Credit Agreement is hereby further amended by deleting the "." at the end of
Section 7.03(o) and substituting ";" therefor and adding a new Section 7.03(p) that reads in full as follows:

"(p)
Investments, to the extent owned by the Borrower or any of its Subsidiaries free and clear of all Liens (other than Liens created under the Collateral Documents),
consisting of commercial paper issued by any Person organized under the laws of any state of the United States of America and rated at least "Prime-2" (or the then equivalent grade)
by Moody's or at least "A-2" (or the then equivalent grade) by S&P, in each case with maturities of not more than 270 days from the date of acquisition thereof, in an aggregate
principal amount at any time outstanding not to exceed $10 million; and"

(r)   Article VII
of the Credit Agreement is hereby further amended by adding a new
Section 7.03(q) that reads in full as follows:

"(q)
Investments in securities permitted by applicable law by any insurance company subsidiary of the Borrower in the ordinary course of its business and consistent with
past practice; provided, that each such Investment shall be made pursuant to and in accordance with the terms of one or more investment policies approved by the Board of
Directors of the Borrower."

(s)   Article VII
of the Credit Agreement is hereby further amended by adding a new
Section 7.06(f) that reads in full as follows:

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(t)    Article VII
of the Credit Agreement is hereby further amended by adding a new Section 7.06(g) that reads in
full as follows:



(u)   Article VII
of the Credit Agreement is hereby further amended by adding a new Section 7.06(h) that reads in
full as follows:



(v)   Article VII
of the Credit Agreement is hereby further amended by amending Section 7.12 to (i) add the
Fiscal Years 2008 and 2009 to the Capital Expenditures chart under the column entitled "Fiscal Year" and to add the corresponding amount of "$35,000,000" for each such Fiscal Year and
(ii) delete the reference to "2007" in the first proviso after the Capital Expenditures chart and substitute "2009" therefor.

(w)  Article VII
of the Credit Agreement is hereby further amended by deleting the following phrase from
Section 7.16(iii):



(x)   Article VII
of the Credit Agreement is hereby further amended by adding a new subsection (iv) immediately after
Section 7.16(iii)that reads in full as follows:

"and
(iv) the prepayment by Alderwoods (Louisiana), Inc. of its note payable to Security Plan Life in an amount not to exceed $4 million in connection
with the sale of the outstanding stock of Security Plan Life,"

(y)   Article VII
of the Credit Agreement is hereby further amended by deleting the last sentence of
Section 7.16 in its entirety.

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(z)   Exhibit C-1
is amended and restated in full in the form of new Exhibit C-1, attached hereto as Exhibit A.

SECTION
2. Amendment to Schedule 2.01. Upon the effectiveness of this Amendment, Schedule 2.01
to the Credit Agreement shall be amended to reflect the allocations of the Lender Parties as of the Term B1 Facility Effective Date (as defined below).

SECTION
3. Conditions of Effectiveness. (a) This Amendment shall become effective as of the date first written above (the
"Second Amendment Effective Date") when the Administrative Agent shall have received counterparts of this Amendment executed by the Borrower and the
Required Lenders or, as to any of the Lenders, advice satisfactory to the Administrative Agent that such Lender has executed this Amendment and the Consent attached hereto executed by each of the Loan
Parties (other than the Borrower) and Section 1 and Section 2 (except to the extent set forth in
Section 3(b) below) shall become effective as of the date first written above when, and only when, the Borrower shall have paid all reasonable costs and expenses
(including the reasonable fees, charges and disbursements of counsel to the Administrative Agent invoiced to the Borrower in reasonable detail) incurred in connection with the preparation, negotiation
and execution of this Amendment.

(b)    The
portions of this Amendment relating to the refinancing and replacement of the Term Facility with the Term B1 Facility shall become effective as
of the date (the "Term B1 Facility Effective Date") when, and only when, each of the following conditions set forth in this
Section 3(b) shall have been satisfied to the satisfaction of the Administrative Agent:



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SECTION
4.     Representations and Warranties of the Borrower. The Borrower represents and warrants as follows:



SECTION
5.     Conditions Subsequent Relating to the Mortgaged Properties. Within 90 days after the
Term B1 Facility Effective Date (which time period may be extended by an additional 60 days in the sole discretion of the Administrative Agent), Borrower shall, and shall cause each
Subsidiary to, furnish to the Administrative Agent:



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SECTION
6.     Reference to and Effect on the Credit Agreement, the Notes and the Loan Documents. (a) On and
after each of the Second Amendment Effective Date and the Term B1 Facility Effective Date, each reference in the Credit Agreement to "this Agreement", "hereunder", "hereof" or words of like
import referring to the Credit Agreement, and each reference in the Notes and each of the other Loan Documents to "the Credit Agreement", "thereunder", "thereof" or words of like import referring to
the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Amendment.

(b)    The
Credit Agreement, the Notes and each of the other Loan Documents, as specifically amended by this Amendment, are and shall continue to be in full
force and effect and are hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Collateral Documents and all of the Collateral described therein do and
shall continue to secure the payment of all Obligations (except to the extent limited by the terms of the Collateral Documents) of the Loan Parties under the Loan Documents, in each case as amended by
this Amendment.

(c)    The
execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or
remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.

SECTION
7.     Costs, Expenses. The Borrower agrees to pay on demand all costs and expenses of the Administrative Agent
in connection with the preparation, execution, delivery and administration, modification and amendment of this Amendment and the other instruments and documents to be delivered hereunder (including,
without limitation, the reasonable fees and expenses of counsel for the Administrative Agent invoiced to the Borrower in reasonable detail) in accordance with the terms of
Section 10.04 of the Credit Agreement.

SECTION
8.     Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. Delivery of
an executed counterpart of a signature page to this Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Amendment.

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SECTION
9.     Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the
State of New York.

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IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above
written.

| |  |                                                                                
| |  | -------------------------------------------------------------------------------
| |  | ALDERWOODS GROUP, INC.                                                         
| |  |                                                                                
| |  |                                                                                
| |  |                                                                                
| |  | By:                                                                            
| |  | Name: Kenneth Sloan
Title: Executive Vice President and Chief
Financial Officer

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| |  |                                           
| |  | ------------------------------------------
| |  |                                           
| |  | [Please type or print name of institution]
| |  |                                           
| |  |                                           
| |  |                                           
| |  | By                                        
| |  | Title:                                    

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CONSENT

Dated
as of August 19, 2004

Each
of the undersigned, hereby consents to the foregoing Amendment and hereby confirms and agrees that (a) notwithstanding the effectiveness of such Amendment, each Loan Document
to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects, except that, on and after the effectiveness of such Amendment, each
reference in the Loan Documents to the "Credit Agreement", "thereunder", "thereof" or words of like import shall mean and be a reference to the Credit Agreement, as amended by such Amendment, and
(b) the Collateral Documents to which each of the undersigned is a party and all of the Collateral described therein do, and shall continue to, secure the payment of all of the Secured
Obligations (in each case, as defined therein) except to the extent limited by the terms of the Collateral Documents.

| |  | Each of the Loan Parties listed on Annex A hereto
| |  | -------------------------------------------------
| |  |                                                  
| |  | By:                                              
| |  |                                                  

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| |  | 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:                                                                       
| |  |                                                                           

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ANNEX A

ALABAMAAdvanced Planning (Alabama), Inc.

ALASKAAlderwoods (Alaska), Inc.

ARIZONAAlderwoods (Arizona), Inc.
Phoenix Memorial Park Association

ARKANSASAlderwoods (Arkansas), Inc.

CALIFORNIAAdvance Funeral Insurance Services
Alderwoods (Texas), Inc.
Alderwoods Group (California), Inc.
Directors Succession Planning II, Inc.
Directors Succession Planning, Inc.
DSP General Partner II, Inc.
Earthman LP, Inc.
Universal Memorial Centers V, Inc.
Universal Memorial Centers VI, Inc.
Whitehurst-Lakewood Memorial Park and Funeral Service
A.L. Cemetery
Colton Funeral Chapel, Inc.
Custer Christiansen Covina Mortuary, Inc.
Dimond Service Corporation
Glasband-Malinow-Weinstein Mortuary, Inc.
Glasband-Willen Mortuaries
Grove Colonial Mortuary, Inc.
Harbor Lawn Memorial Park, Inc.
Home of Peace Memorial Park and Mausoleum, Inc.
Neel Funeral Directors, Inc.
RH Mortuary Corporation
Richardson-Peterson Mortuary, Inc.
San Fernando Mortuary, Inc.
White Funeral Home, Inc.
Workman Mill Investment Company

COLORADOAlderwoods (Colorado), Inc.

CONNECTICUTAlderwoods (Connecticut), Inc.

A-1

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DELAWAREAdministration Services, Inc.
Alderwoods (Alabama), Inc.
Alderwoods (Commissioner), Inc.
Alderwoods (Delaware), Inc.
Alderwoods (Mississippi), Inc.
American Burial and Cremation Centers, Inc.
DSP General Partner, Inc.
H.P. Brandt Funeral Home, Inc.
Lienkaemper Chapels, Inc.
Osiris Holding Corporation
RH Cemetery Corp.
RH Satellite Properties Corp.
Rose Hills Company
Rose Hills Holdings Corp.

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.
Pineview Memorial Park, Inc.
Ridgewood Cemetery Company, Inc.
Ruzich Funeral Home, Inc.
The Oak Woods Cemetery Association
Woodlawn Cemetery of Chicago, Inc.
Woodlawn Memorial Park, Inc.

A-2

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

IOWAAlderwoods (Iowa), Inc.

KANSASAlderwoods (Kansas), Inc.

KENTUCKYAlderwoods (Partner), Inc.

LOUISIANAAlderwoods (Louisiana), Inc.

MARYLANDAlderwoods (Maryland), Inc.

MASSACHUSETTSAlderwoods (Massachusetts), Inc.
Doba Haby Insurance Agency, 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.
MFH, L.L.C.
Reeves, Inc.
Westminster Gardens, Inc.

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.

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

A-4

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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, Inc.

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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EXHIBIT A

EXHIBIT C-1

FORM OF TERM B1 NOTE

|$ |  | , 2004
|- |  | ------

FOR
VALUE RECEIVED, the undersigned (the "Borrower"), hereby promises to pay
to  or
registered assigns (the "Lender"), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of the
Term B1 Loan set forth above from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of September 17, 2003 (as amended, restated, extended,
supplemented or otherwise modified in writing from time to time, the "Agreement;" the terms defined therein being used herein as therein defined), among
the Borrower, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent.

The
Borrower promises to pay interest on the unpaid principal amount of the Term B1 Loan from the date of such Loan until such principal amount is paid in full, at such interest
rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in
immediately available funds at the Administrative Agent's Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due
date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement.

This
Term B1 Note is one of the Term B1 Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms
and conditions provided therein. This Term Note is also entitled to the benefits of the Guaranty and is secured by the Collateral. Upon the occurrence and continuation of one or more of the Events of
Default specified in the Agreement, all amounts then remaining unpaid on this Term B1 Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement.
The Term B1 Loan made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules
to this Term B1 Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto.

The
Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this
Term B1 Note.

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THIS
NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

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

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LOANS AND PAYMENTS WITH RESPECT THERETO

|Date |  | Type of
Loan Made |  | Amount of
Loan Made |  | End of
Interest
Period |  | Amount of
Principal or
Interest Paid
This Date |  | Outstanding
Principal
Balance
This Date |  | Notation
Made By
|---- |  | ----------------- |  | ------------------- |  | ---------------------- |  | ---------------------------------------------- |  | --------------------------------------- |  | ----------------
|     |  |                   |  |                     |  |                        |  |                                                |  |                                         |  |                 
|     |  |                   |  |                     |  |                        |  |                                                |  |                                         |  |                 
|     |  |                   |  |                     |  |                        |  |                                                |  |                                         |  |                 
|     |  |                   |  |                     |  |                        |  |                                                |  |                                         |  |                 
|     |  |                   |  |                     |  |                        |  |                                                |  |                                         |  |                 
|     |  |                   |  |                     |  |                        |  |                                                |  |                                         |  |                 
|     |  |                   |  |                     |  |                        |  |                                                |  |                                         |  |                 
|     |  |                   |  |                     |  |                        |  |                                                |  |                                         |  |                 
|     |  |                   |  |                     |  |                        |  |                                                |  |                                         |  |                 
|     |  |                   |  |                     |  |                        |  |                                                |  |                                         |  |                 
|     |  |                   |  |                     |  |                        |  |                                                |  |                                         |  |                 

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