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                              AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT


This amended and restated agreement made as of the 1st day of May, 2003



BETWEEN:

                          ALDERWOODS GROUP CANADA INC.

                                                                 (the "Company")

                                      -And-

                                  JOHN S. LACEY

                                                                (the "Chairman")

WHEREAS:

          The Company is a wholly-owned subsidiary of Alderwoods Group, Inc., a
          Delaware corporation ("AGI"), the holding entity for a corporate group
          engaged in the operation of funeral homes, insurance and cemeteries in
          Canada, the United States and England;

          Alderwoods Group Services Inc. and the Chairman entered into an
          Employment Agreement (the "Prior Agreement") dated January 2, 2002;

          Alderwoods Group Services Inc. amalgamated with Alderwoods Group
          Canada Inc. ("AGCI") on December 29,2002;

          AGI granted the Chairman 200,000 stock options on March 26, 2003 at
          $3.65 a share; and

          The Company and the Chairman wish to enter into a new agreement which
          will supersede the Prior Agreement and will provide the Chairman with
          an incentive to act as Chairman of the Company.

IN CONSIDERATION of the mutual covenants contained herein, the parties agree as
follows:

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DEFINITIONS

1.   "Change in Control" means any one of the following events that occurs
     during the term of this Agreement other than pursuant to a plan of
     reorganization submitted by AGI and confirmed by the U.S. Bankruptcy Court:

     a)   the acquisition by any individual, entity or group (a "Person") of
          beneficial ownership of 30% or more of the combined voting power of
          the then outstanding Voting Stock (as defined below) of AGI; PROVIDED,
          HOWEVER, that the following acquisitions will not constitute a Change
          in Control: (1) any issuance of Voting Stock of AGI directly from AGI
          that is approved by the Incumbent Board (as defined below), (2) any
          acquisition by AGI of Voting Stock of AGI, (3) any acquisition of
          Voting Stock of AGI by any employee benefit plan (or related trust)
          sponsored or maintained by AGI or any subsidiary of AGI, or (4) any
          acquisition of Voting Stock of AGI by any Person pursuant to a
          Business Combination (as defined below) that would not constitute a
          Change in Control;

     b)   the consummation of a reorganization, amalgamation, merger or
          consolidation, a sale or other disposition of all or substantially all
          of the assets of AGI, or any other transaction (each, a "Business
          Combination") in which all or substantially all of the individuals and
          entities who were the beneficial owners of Voting Stock of AGI
          immediately prior to such Business Combination beneficially own,
          directly or indirectly, immediately following such Business
          Combination less than 40% of the combined voting power of the then
          outstanding shares of Voting Stock of the entity resulting from such
          Business Combination;

     c)   individuals who, as of the effective date of this Agreement constitute
          the Board of Directors of AGI (the "Incumbent Board") cease for any
          reason to constitute at least a majority of the Board; PROVIDED,
          HOWEVER, that any individual becoming a Director subsequent to such
          effective date whose election, or nomination for election by AGI's
          stockholders, was approved by a vote of at least two-thirds of the
          Directors then comprising the Incumbent Board (either by a specific
          vote or by approval of the proxy statement of AGI in which such person
          is named as a nominee for director, without objection to such
          nomination) will be deemed to have been a member of the Incumbent
          Board, but excluding, for this purpose, any such individual whose
          initial assumption of office occurs as a result of an actual or
          threatened election contest with respect to the election or removal of
          Directors or other actual or threatened solicitation of proxies or
          consents by or on behalf of a Person other than the Board; or

     d)   the approval by the stockholders of AGI of a complete liquidation or
          dissolution of AGI, except pursuant to a Business Combination that
          would not constitute a Change in Control.

2.   "JUST CAUSE" means willful misconduct or willful neglect of duty by the
     Chairman, including, but not limited to, intentional wrongful disclosure of
     confidential or proprietary information of the Company or AGI or any of its
     subsidiaries; intentional wrongful engagement in any competitive activity
     prohibited by paragraph 23, 24 and 25; and the intentional material breach
     of any provision of this Agreement.

3.   "STATED GOOD REASON" means the occurrence, other than pursuant to a plan of
     reorganization confirmed by the U.S. Bankruptcy Court, of one or more of
     the following events (regardless of whether any other reason, other than
     Just Cause, exists for the termination of Chairman's employment):

     a)   the geographic relocation by more than 25 miles of the Chairman's
          principal work location, excluding, however, the relocation of the
          Company's principal executive offices in connection with a plan of
          reorganization confirmed by the U.S. Bankruptcy Court;

     b)   any material reduction in the Chairman's job duties or
          responsibilities;

     c)   any material reduction in the Chairman's level of compensation or
          benefits;

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     d)   any adverse change to the Chairman's title or function;

     e)   any change in the organizational reporting relationship between the
          Chairman and the Board of Directors;

     f)   harassment by AGI or the Company; or

     g)   any circumstance in which the Chairman was induced by the actions of
          the Company or AGI to terminate his employment other than on a purely
          voluntary basis.

4.   "SERVICES" has the meaning set forth in the Management Services Agreements
     by and between the Company and AGI and the Company and certain subsidiaries
     of AGI.

5.   "TERMINATION WITHOUT JUST CAUSE" includes, but is not limited to, any
     unilateral change in the material terms and conditions of the Chairman's
     employment.

6.   "VOTING STOCK" means securities entitled to vote generally in the election
     of directors.

ENTIRE AGREEMENT

7.   The Chairman and the Company agree that this Agreement represents the
     entire employment agreement between the parties and that any and all prior
     agreements, written or verbal, express or implied, between the parties
     relating to or in any way connected with the employment of the Chairman by
     the Company or any related, associated, affiliated, predecessor or parent
     corporations are declared null and void and are superseded by the terms of
     this Agreement and the 2003-2005 Executive Strategic Incentive Plan of
     Alderwoods Group Canada Inc. There are no representations, warranties,
     forms, conditions, undertakings, or collateral agreements, express, implied
     or statutory between the parties other than as expressly set forth in this
     Agreement. No waiver or modification of this Agreement shall be valid
     unless in writing and duly executed by both the Company and the Chairman.

EMPLOYMENT

8.   The Company agrees to employ the Chairman, and the Chairman agrees to be
     employed by the Company for a fixed term beginning on the date hereof and
     ending December 31, 2005. As used in this Agreement, the phrase "term of
     this Agreement" means the period beginning on the Employment Date and
     ending on the earlier of December 31, 2005, unless extended by mutual
     agreement, or the effective date of the termination of Chairman's
     employment with the Company, if earlier.

9.   The Chairman agrees that he will at all times faithfully, industriously,
     and to the best of his skill, ability, and talents, perform all of the
     duties required of his position in a manner which is in the best interests
     of the Company and in accordance with the Company's objectives. The
     Chairman acknowledges and agrees that the duties required of his position
     include, without limitation, the provision of Services on behalf of, and
     for the account of, the Company.

BASE COMPENSATION

10.

     a)   Commencing from the Employment Date, the Chairman will receive a base
          salary for 2003 of $505,000 U.S. per annum, reducing to $405,000 on
          January 1, 2004 and to $305,000 on January 1, 2005. The Chairman's
          base salary is payable in accordance with the Company's customary
          payroll practices and is subject to deductions required by applicable
          law.

     b)   The Company shall reimburse the Chairman for all reasonable expenses
          incurred by the Chairman during the term of this Agreement in the
          course of the Chairman performing his duties under this

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          Agreement. These reimbursements shall be consistent with the Company's
          policies in effect from time to time with respect to travel,
          entertainment and other reimbursable business expenses, subject to the
          Company's requirements applicable generally with respect to reporting
          and documentation of such expenses.

SHORT TERM INCENTIVE PLAN - ANNUAL BONUS

11.  The Chairman will be entitled to participate in a short term incentive plan
     as adopted by the Company from time to time, subject to a maximum of 100%
     of the Chairman's annual base salary, less deductions required by
     applicable law. The bonus payable under such plan will be paid in full
     within 90 days after the end of each year. With the exception of the bonus
     that becomes payable under paragraphs 16, 17 or 18, the Chairman's
     entitlement to a bonus under the short term incentive plan will be based on
     the financial performance of AGI as determined under the terms of such
     incentive plan.

12.  The short term incentive plan bonus is subject to the following conditions
     and exceptions:

     a)   In order to qualify for and receive the annual bonus, the Chairman
          must be employed by the Company or its successor at the time the bonus
          is paid unless the Chairman is terminated without Just Cause or the
          Chairman resigns in compliance with paragraphs 17 or 18. If the
          Chairman's employment is terminated without Just Cause or the Chairman
          resigns in compliance with paragraphs 17 or 18 after the end of the
          year but before the bonus amount is paid, the Chairman shall receive
          the bonus for that completed year calculated in accordance with terms
          of the short term incentive plan. The payment shall be made by the
          Company within seven days of the termination or resignation and will
          be subject to deductions required by applicable law. If the bonus
          amount has not been determined within seven days of the termination or
          resignation it will be paid in full within 90 days of the subject year
          end.

     b)   If, before the end of a year, the Chairman's employment is terminated
          by the Company or its successor without Just Cause or the Chairman
          resigns in compliance with paragraphs 17 or 18, the bonus which the
          Chairman will be entitled to receive under paragraphs 16, 17 or 18 for
          that year will be equal to the bonus that would have been paid for the
          full year based upon a bonus level equal to 100% of the Chairman's
          base salary without regard to the financial performance of AGI, but
          will be prorated on the basis of the number of days in the year up to
          and including the date of termination.

STOCK OPTIONS

13.  No further grants of stock options in addition to the March 26, 2003 grant
     shall be made to the Chairman during the term of this Agreement, unless
     otherwise determined by the Board of Directors of AGI at their sole
     discretion.

     Nothing in this Agreement shall have any effect with respect to any stock
     option agreement or agreements made prior to the effective date of this
     Agreement.

2003-2005 EXECUTIVE STRATEGIC PLAN INCENTIVE

14.  The Chairman shall participate in the 2003-2005 Executive Strategic
     Incentive Plan of Alderwoods Group Canada Inc., a copy of which shall be
     provided to the Chairman.

BENEFITS

15.  The Chairman will be eligible to participate in the following benefit
     plans:

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     a)   GROUP BENEFITS

          The Chairman will participate in the Company's Group Benefit Plan and
          any other group perquisites all as in effect from time to time.

     b)   VEHICLE ALLOWANCE

          The Chairman will be entitled to a vehicle allowance of $1,000.00 U.S.
          per month plus auto insurance and operating expense coverage for the
          term of this Agreement.

     c)   CLUB MEMBERSHIP

          The Chairman will be entitled to the amount of $2,500.00 U.S. per year
          for club memberships as directed by the Chairman.

TERMINATION OF EMPLOYMENT

16. The parties agree that the Chairman's employment under this Agreement may be
terminated as follows:

     a)   by the Company, in writing, without notice of termination or pay in
          lieu thereof, for Just Cause;

     b)   by the Company, in writing, not following a Change in Control as set
          forth in paragraph 17 below, at its sole discretion and for any reason
          other than Just Cause upon payment to the Chairman in a lump sum,
          within seven days of such termination, of an amount equal to the sum
          of sub-paragraphs i) to iv) below:

          i)   24 months' base salary;

          ii)  the replacement value of all Chairman's benefit coverage,
               including contributions to the Registered Retirement Savings
               Plan, following the date of the Chairman's termination (such
               benefit coverage and contributions being calculated over 24
               months following resignation or termination);

          iii) the amount of any unpaid short term incentive bonus earned by the
               Chairman up to and including the date of termination calculated
               in accordance with paragraph 12. Such bonus shall be payable
               regardless of the financial performance of the Company; and

          iv)  the amount of any unpaid salary or vacation earned by the
               Chairman up to and including the date of termination; and

          v)   in addition, the Chairman shall be allowed to exercise all stock
               options or share appreciation rights, whether vested or not,
               granted to the Chairman including shares with respect to which
               such options would not otherwise be exercisable on such
               termination.

          Payments identified in sub-paragraphs (i) - (iv) will be subject to
          deductions required by applicable law;

     c)   by the Company for any reason other than Just Cause or by the Chairman
          for Stated Good Reason or pursuant to a voluntary resignation as set
          forth in paragraph 18 below following a Change in Control, both in
          compliance with paragraph 17 or paragraph 18, as the case may be; or

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          d)   on December 31, 2005 (the "Expiration Date"), provided that this
               Agreement is not terminated earlier by either party in accordance
               with paragraph 16, 17 or 18, of this Agreement or provided that
               this Agreement is not renewed or restated. If this Agreement
               terminates on the Expiration Date, the Company will have no
               further obligation to the Chairman under this Agreement except to
               pay the Chairman the unpaid portion, if any, of the Chairman's
               base salary payable for the period through the date of
               termination of the Chairman's employment and a retiring allowance
               equal to 15% of the sum of (i) his current annual salary plus
               (ii) the average of his annual short term incentive plan payments
               over the preceding 36 months, for each year of his total service
               with the Company and with The Loewen Group Inc., to a maximum of
               50% of the said sum, and the Chairman shall be allowed to
               exercise all stock options or share appreciation rights, whether
               vested or not, granted to the Chairman including shares with
               respect to which such options would not otherwise be exercisable
               on such termination.

          e)   by the Chairman, for any reason, upon thirty (30) days advance
               written notice to the Company in which case the Company will have
               no further obligation to the Chairman under this Agreement or
               otherwise except to pay the Chairman the unpaid portion, if any,
               of the Chairman's base salary payable for the period through the
               date of termination of the Chairman's employment and a retiring
               allowance equal to 15% of the sum of (i) his current annual
               salary plus (ii) the average of his annual short term incentive
               plan payments over the preceding 36 months, for each year of his
               total service with the Company and with The Loewen Group Inc., to
               a maximum of 50% of the said sum.

CHANGE IN CONTROL

17.      If a Change in Control occurs and, within two years of the effective
         date of the Change in Control, the Company, in writing, terminates the
         Chairman without Just Cause or the Chairman submits a written
         resignation for Stated Good Reason to the Board of Directors of the
         Company, the Company shall, within seven days of the date of
         resignation or termination, pay to the Chairman in a lump sum equal to
         the sum of sub-paragraphs i) to iv) below:

          i)   24 months' base salary;

          ii)  the replacement value of all Chairman's benefit coverage,
               including contributions to the Registered Retirement Savings
               Plan, following the date of the Chairman's termination (such
               benefit coverage and contributions being calculated over 24
               months following resignation or termination);

          iii) the amount of any unpaid bonus earned by the Chairman up to and
               including the date of termination calculated in accordance with
               paragraph 12. Such bonus will be payable regardless of the
               financial performance of the Company; and

          iv)  the amount of any unpaid salary or vacation earned by the
               Chairman up to and including the date of resignation or
               termination: and

          v)   in addition, the Chairman shall be allowed to exercise all stock
               options or share appreciation rights, whether vested or not,
               granted to the Chairman including shares with respect to which
               such options would not otherwise be exercisable on such
               resignation or termination.

          Payments identified in sub-paragraphs (i) - (iv) will be subject to
          deductions required by applicable law.

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VOLUNTARY RESIGNATION DUE TO CHANGE IN CONTROL

18.  In the event that an agreement is reached which would result in a Change in
     Control, but the Change in Control has not yet occurred, the Chairman can,
     for any reason, submit his resignation in writing to the Company prior to
     the effective date of the Change in Control. Any such resignation will be
     effective as of the date of the Change in Control, and the Chairman shall
     continue to work for the Company up until that date. Further, if the
     Chairman resigns in these circumstances and continues to work for the
     Company until the effective date of the Change in Control, then on the
     effective date of the Change in Control the Company shall pay to the
     Chairman a lump sum amount equal to the payments prescribed under paragraph
     17(i) - (iv) inclusive of the retiring allowance amount otherwise payable
     under paragraph 16. In the event that the Change in Control does not occur,
     the Chairman shall not be entitled to the payments prescribed under
     paragraph 17(i) - (iv), and the resignation shall be deemed to not have
     been tendered.

19.  Immediately prior to the effective date of a Change in Control, the
     Chairman shall be allowed to exercise all stock options or share
     appreciation rights, whether vested or not, granted to the Chairman
     including shares with respect to which such options would not otherwise be
     exercisable. The Chairman shall be entitled to receive all dividends
     declared and paid by AGI upon a Change in Control on the shares received by
     the Chairman following the exercise of the Chairman's stock options or
     share appreciation rights.

CERTAIN ADDITIONAL PAYMENTS BY THE COMPANY

20.  The Chairman's entitlements, if any, on termination of employment,
     voluntary resignation, Change in Control, retirement, termination of
     employment on the Expiration Date, total disability or death under the
     2003-2005 Executive Strategic Incentive Plan of Alderwoods Group Canada
     Inc. (the "Plan") shall be determined solely in accordance with the terms
     of the Plan as in effect from time to time.

21.  In the event that it is determined (as hereinafter provided) that any
     payment (other than the Gross-Up Payments provided for in this paragraph 21
     and Annex A) or distribution by the Company, AGI or any of its affiliates
     to or for the benefit of the Chairman, whether paid or payable or
     distributed or distributable pursuant to the terms of this Agreement or
     otherwise pursuant to or by reason of any other agreement, policy, plan,
     program or arrangement, including, without limitation, the lapse or
     termination of any restriction on the vesting or exercisability of any
     benefit under any of the foregoing (a "Payment"), would be subject to the
     excise tax imposed by Section 4999 of the United States Internal Revenue
     Code of 1986, as amended (the "Code") (or any successor provision thereto),
     by reason of being considered "contingent on a change in ownership or
     control," within the meaning of Section 280G of the Code (or any successor
     provision thereto) or to any similar tax imposed by U.S. state or local
     law, or any interest or penalties with respect to such tax (such tax or
     taxes, together with any such interest and penalties, being hereafter
     collectively referred to as the "Excise Tax"), then the Chairman will be
     entitled to receive an additional payment or payments (collectively, a
     "Gross-Up Payment"). The Gross-Up Payment will be in an amount such that,
     after payment by the Chairman of all U.S. taxes (including any interest or
     penalties imposed with respect to such taxes), including any Excise Tax
     imposed upon the Gross-Up Payment, the Chairman retains an amount of the
     Gross-Up Payment equal to the Excise Tax imposed upon the Payment. For
     purposes of determining the amount of the Gross-Up Payment, the Chairman
     will be considered to pay any applicable U.S. federal, state and local
     income taxes at the highest rate applicable to the Chairman in effect in
     the year in which the Gross-Up Payment will be made, net of the maximum
     reduction in U.S. federal income tax that could be obtained from deduction
     of such state and local taxes.

22.  The obligations set forth in paragraph 21 will be subject to the procedural
     provisions described in Annex A.

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CONFIDENTIAL INFORMATION; COMPETITIVE ACTIVITY

23.

     a)   The Chairman agrees that he will not, without the prior written
          consent of the Company, during the term of this Agreement or at any
          time thereafter, disclose to any person not employed by the Company,
          or use in connection with engaging in competition with the Company,
          any confidential or proprietary information of the Company. For
          purposes of this Agreement, the term "confidential or proprietary
          information" includes all information of any nature and in any form
          that is owned by the Company and that is not publicly available (other
          than by Chairman's breach of this paragraph 23) or generally known to
          persons engaged in businesses similar or related to those of the
          Company. Confidential or proprietary information will include, without
          limitation, the Company's financial matters, customers, employees,
          industry contracts, strategic business plans, product development (or
          other proprietary product data), marketing plans, and all other
          secrets and all other information of a confidential or proprietary
          nature. The foregoing obligations imposed by this paragraph 23 will
          not apply (i) during the Term, in the course of the business of and
          for the benefit of the Company, (ii) if such confidential or
          proprietary information has become, through no fault of the Chairman,
          generally known to the public or (iii) if the Chairman is required by
          law to make disclosure (after giving the Company notice and an
          opportunity to contest such requirement).

     b)   The Chairman agrees that, upon termination of this Agreement for any
          reason, the Chairman will return to the Company, in good condition,
          all property of the Company in his possession or under his control.

24.  In addition, subject to the terms of paragraph 25, during the term of this
     Agreement and for a period of 12 months thereafter, the Chairman will not,
     without the prior written consent of the Company, which consent will not be
     unreasonably withheld:

     a)   Engage in any Competitive Activity. For purposes of this Agreement,
          "Competitive Activity" means the Chairman's participation in the
          management of any business enterprise if such enterprise engages in
          substantial and direct competition with the Company and such
          enterprise's sales of any product or service competitive with any
          product or service of the Company amounted to 10% or more of such
          enterprise's net sales for its most recently completed fiscal year and
          if the Company's net sales of said product or service amounted to 10%
          or more of the Company's net sales for its most recently completed
          fiscal year. "Competitive Activity" will not include (i) the mere
          ownership of securities in any such enterprise and the exercise of
          rights appurtenant thereto or (ii) participation in the management of
          any such enterprise other than in connection with the competitive
          operations of such enterprise.

     b)   On behalf of the Chairman or on behalf of any person, firm or company,
          directly or indirectly, attempt to influence, persuade or induce, or
          assist any other person in so persuading or inducing, any employee of
          the Company or any of its subsidiaries to give up, or to not commence,
          employment or a business relationship with the Company or any of its
          subsidiaries.

25.  During the term of this Agreement and for a period of 24 months thereafter,
     the Chairman will not without the prior written consent of the Company,
     directly or indirectly, accept employment from, act as a consultant to or
     otherwise advise with respect to any company that is designated in writing
     to the Chairman by the Board of Directors of AGI as a Major Competitor of
     the Company.


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26.

     a)   The Chairman and the Company agree that the covenants contained in
          paragraphs 23, 24 and 25 are reasonable under the circumstances, and
          further agree that if in the opinion of any court of competent
          jurisdiction any such covenant is not reasonable in any respect, such
          court will have the right, power and authority to excise or modify any
          provision or provisions of such covenants as to the court will appear
          not reasonable and to enforce the remainder of the covenants as so
          amended. The Chairman acknowledges and agrees that the remedy at law
          available to the Company for breach of any of his obligations under
          this paragraph 26 would be inadequate and that damages flowing from
          such a breach may not readily be susceptible to being measured in
          monetary terms. Accordingly, the Chairman acknowledges, consents and
          agrees that, in addition to any other rights or remedies that the
          Company may have at law, in equity or under this Agreement, upon
          adequate proof of his violation of any such provision of this
          Agreement, the Company will be entitled to immediate injunctive relief
          and may obtain a temporary order restraining any threatened or further
          breach, without the necessity of proof of actual damage.

     b)   During the term of this Agreement, the Chairman will not serve as
          employee of, nor business consultant to, any other company or business
          without the prior express approval of a majority of the independent
          Directors of AGI. The directorships currently held by the Chairman are
          as listed on Annex B to this Agreement. The Chairman will not accept
          any additional directorships without the prior express approval of a
          majority of the independent Directors of AGI. The provisions of this
          paragraph 26(b) are in addition to, and in no way derogate from, any
          and all other provisions of this Agreement.

27.  For purposes of paragraphs 23, 24, 25 and 26, the term "Company" will also
     include AGI and any subsidiary of AGI.

GENERAL

28.  The parties confirm that the provisions of this Agreement are fair and
     reasonable and that the total compensation and benefits payable under
     paragraphs 16, 17, 18 or 20 are reasonable estimates of the damages which
     would be suffered by the Chairman. Any amount paid under paragraphs 16, 17
     or 18 shall be in full satisfaction of all claims whatsoever relating to
     the Chairman's employment or for the termination of the Chairman's
     employment, including claims for salary, bonus, benefits, vacation pay,
     termination pay and/or severance pay pursuant to the Ontario Employment
     Standards Act, as amended, including sections 57 and 58 thereof.

29.  Any payment made to the Chairman under paragraphs 16, 17, 18 or 20 of this
     Agreement shall be paid to the Chairman by the Company regardless of any
     offer of alternate employment made to the Chairman by the Company or by any
     other prospective employer, whether accepted by the Chairman or not. The
     Chairman will not be required to mitigate any damages arising from this
     Agreement and any amounts and benefits to be provided to the Chairman
     hereunder shall not be reduced or set off against any amounts earned by the
     Chairman from alternate employment, including self-employment, or by other
     means.

30.  Any payment other than for base salary while employed by the Company made
     to the Chairman under this Agreement shall be made by way of a lump sum
     payment or, at the Chairman's option, in such other manner as he may
     direct, less deductions required by applicable law.

31.  Where the context requires, the singular shall include the plural and the
     plural shall include the singular. Masculine pronouns shall be deemed to be
     read as feminine pronouns and vice versa. Words importing persons shall
     include individuals, partnerships, associations, trusts, unincorporated
     organizations and corporations and vice versa.

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<PAGE>

32.  The division of this Agreement into paragraphs and the insertion of
     headings are for the convenience of reference only and shall not affect the
     construction or interpretation of this Agreement. The terms "this
     Agreement," "hereof," "hereunder" and similar expressions refer to this
     Agreement only and not to any particular paragraph and include any
     agreement or instrument supplemental or ancillary to the Agreement.
     References herein to paragraphs are to paragraphs of this Agreement unless
     something in the subject matter or context is inconsistent therewith.

33.  All dollar amounts identified in this contract are in U.S. currency.

34.  The parties' respective rights and obligations under paragraphs 21, 22, 23,
     24, 25, 26, 38 and 39 will survive any termination or expiration of this
     Agreement or the termination of the Chairman's employment for any reason
     whatsoever.

GOVERNING LAWS

35.  This Agreement shall be governed by the laws of the Province of Ontario
     without giving effect to the principles of conflict of laws thereof. Each
     party to this Agreement hereby consents and submits himself or itself to
     the jurisdiction of the courts of the Province of Ontario for the purposes
     of any legal action or proceeding arising out of this Agreement.

SEVERABILITY

36.  All terms and covenants contained in this Agreement are severable and in
     the event that any of them is held to be invalid by any competent court in
     the Province of Ontario, the invalid provision shall be deleted and the
     balance of this Agreement shall be interpreted as if such invalid clause or
     covenant were not contained herein.

CONTINUITY

37.

     a)   This Agreement shall be binding upon and enure to the benefit of (i)
          the Chairman and his heirs, executors, administrators and legal
          representatives and (ii) the Company, its related corporations,
          affiliates, and associates, and any other entity or organization which
          shall succeed to substantially all or any distinct portion of the
          business, divisions or property of the Company or its related
          corporations, affiliates, and associates, whether by means of
          amalgamation, merger, consolidation, acquisition, and/or sale of all
          or part of the shares or assets of the Company or otherwise, including
          by operation of law or by succession to the business of AGI pursuant
          to a plan of reorganization approved by the U.S. Bankruptcy Court. In
          addition, the Company will require any such successor expressly to
          assume and agree, by written agreement, to perform this Agreement in
          the same manner and to the same extent the Company would be required
          to perform if no such succession had taken place.

     b)   If the Chairman should die while any amount would still be payable to
          the Chairman hereunder if the Chairman had continued to live, all such
          amounts, unless otherwise provided herein, shall be paid in accordance
          with the terms of this Agreement to the devisee, legatee or other
          designee of the Chairman or, if there is no such designee, to the
          estate of the Chairman.

LEGAL ADVICE

38.  The Chairman acknowledges that he has obtained or has had an opportunity to
     obtain independent legal advice in connection with this Agreement, and
     further acknowledges that he has read, understands, and agrees to be bound
     by all of the terms and conditions contained herein.

                                       10
<PAGE>

39.  The Company agrees to reimburse the Chairman for all reasonable legal
     expenses incurred in connection with any dispute involving the Chairman,
     the Company, its related corporations, affiliates, successors, or assigns,
     or any other third party, as between any of them, arising from the
     validity, interpretation, or enforcement of this Agreement or any of its
     terms, including all reasonable legal expenses incurred by the Chairman in
     respect of any action or actions commenced by the Chairman to obtain,
     enforce, or retain any right, benefit or payment provided for in this
     Agreement regardless of whether such expenses are incurred during the term
     of this Agreement or after; provided that, in regard to such matters, the
     Chairman has not acted in bad faith or with no colorable claim of success.
     However, the Company shall not be required to reimburse the Chairman for
     any legal costs or expenses in relation to any action commenced by the
     Company to enforce the confidentiality and non-competition provisions
     hereof and in respect of which in a court of competent jurisdiction the
     Company is the prevailing party for either preliminary or final remedy.

NOTICE

40.  Any demand, notice or other communication to be given in connection with
     this Agreement shall be given in writing by personal delivery, by
     registered mail or by electronic means of communication addressed to the
     recipient as follows:

     TO THE CHAIRMAN:

     John S. Lacey
     18 Concorde Place, P.H. #7
     Don Mills, Ontario N3C 3T9

     TO THE COMPANY:

     Alderwoods Group Canada Inc.
     11th Floor
     2225 Sheppard Avenue East
     Toronto. Ontario M2J 5B5

     Attention:  Senior Vice-President, Legal & Compliance

     WITH A COPY TO:

     Alderwoods Group, Inc.
     311 Elm Street
     Suite 1000, First Floor
     Cincinnati, OH 45202

     Attention:  Senior Vice-President, Legal & Compliance

     or such other address, individual or electronic communication as may be
     designated by notice given by either party to the other.

ADDITIONAL

41.  The failure of a party to insist upon strict adherence to any term of this
     Agreement on any occasion shall not be considered a waiver of such party's
     rights or deprive such party of the right thereafter to insist upon strict
     adherence to that term or any other term of this Agreement.

42.  Nothing herein expressed or implied is intended or shall be construed to
     confer upon or give to any person, other than (1) the parties to this
     Agreement, (2) any permitted assignees of the Company and the Chairman, and
     (3) AGI, as contemplated by paragraphs 7(b), 9, 13, 23, 24, 25 and 26, any
     rights or remedies under or by reason of this Agreement and AGI shall be a
     third party beneficiary of this Agreement.

                                       11
<PAGE>


IN WITNESS WHEREOF the Chairman has executed and the Company has caused its duly
authorized representative to execute this Agreement as of the date set forth on
the first page of this Agreement.



                                       ALDERWOODS GROUP CANADA INC.



                                       Per  _________________________________
                                            Ellen Neeman
                                            Senior Vice-President,
                                            Legal & Compliance




                                       ALDERWOODS GROUP, INC.




                                       Per  _________________________________
                                            A. G. Eames
                                            Director


Witness:

__________________________                  _________________________________
                                            John S. Lacey

                                      12

<PAGE>


                                     ANNEX A


EXCISE TAX GROSS-UP PROCEDURAL PROVISIONS

1.   Subject to the provisions of paragraph 5 of this Annex, all determinations
     required to be made under paragraph 21 of this Agreement and this Annex A,
     including whether an Excise Tax is payable by the Chairman and the amount
     of such Excise Tax and whether a Gross-Up Payment is required to be paid by
     the Company to the Chairman and the amount of such Gross-Up Payment, if
     any, will be made by a U.S. nationally recognized accounting firm (the
     "National Firm") selected by the Chairman in his sole discretion. The
     Chairman will direct the National Firm to submit its determination and
     detailed supporting calculations to both the Company and the Chairman
     within 30 calendar days after the date of his termination of employment, if
     applicable, and any such other time or times as may be requested by the
     Company or the Chairman. If the National Firm determines that any Excise
     Tax is payable by the Chairman, the Company will pay the required Gross-Up
     Payment to the Chairman within five business days after receipt of such
     determination and calculations with respect to any Payment to the Chairman.
     If the National Firm determines that no Excise Tax is payable by the
     Chairman with respect to any material benefit or amount (or portion
     thereof), it will, at the same time as it makes such determination, furnish
     the Company and the Chairman with an opinion that the Chairman has
     substantial authority not to report any Excise Tax on his U.S. federal,
     state or local income or other tax return with respect to such benefit or
     amount. As a result of the uncertainty in the application of Section 4999
     of the Code and the possibility of similar uncertainty regarding applicable
     U.S. state or local tax law at the time of any determination by the
     National Firm hereunder, it is possible that Gross-Up Payments that will
     not have been made by the Company should have been made (an
     "Underpayment"), consistent with the calculations required to be made
     hereunder. In the event that the Company exhausts or fails to pursue its
     remedies pursuant to paragraph 5 of this Annex and the Chairman thereafter
     is required to make a payment of any Excise Tax, the Chairman will direct
     the National Firm to determine the amount of the Underpayment that has
     occurred and to submit its determination and detailed supporting
     calculations to both the Company and the Chairman as promptly as possible.
     Any such Underpayment will be promptly paid by the Company to, or for the
     benefit of, the Chairman within five business days after receipt of such
     determination and calculations.


2.   The Company and the Chairman will each provide the National Firm access to
     and copies of any books, records and documents in the possession of the
     Company or the Chairman, as the case may be, reasonably requested by the
     National Firm, and otherwise cooperate with the National Firm in connection
     with the preparation and issuance of the determinations and calculations
     contemplated by paragraph 1 of this Annex. Any determination by the
     National Firm as to the amount of the Gross-Up Payment will be binding upon
     the Company and the Chairman.

3.   The U.S. federal, state and local income or other tax returns filed by the
     Chairman will be prepared and filed on a consistent basis with the
     determination of the National Firm with respect to the Excise Tax payable
     by the Chairman. The Chairman will report and make proper payment of the
     amount of any Excise Tax, and at the request of the Company, provide to the
     Company true and correct copies (with any amendments) of his federal income
     tax return as filed with the U.S. Internal Revenue Service and
     corresponding state and local tax returns, if relevant, as filed with the
     applicable taxing authority, and such other documents reasonably requested
     by the Company, evidencing such payment. If prior to the filing of the
     Chairman's federal income tax return, or corresponding state or local tax
     return, if relevant, the National Firm determines that the amount of the
     Gross-Up Payment should be reduced, the Chairman will within five business
     days pay to the Company the amount of such reduction.

4.   The fees and expenses of the National Firm for its services in connection
     with the determinations and calculations contemplated by paragraph 1 of
     this Annex will be borne by the Company. If such fees and expenses are
     initially paid by the Chairman, the Company will reimburse the Chairman the
     full amount of such fees and expenses within five business days after
     receipt from the Chairman of a statement therefor and reasonable evidence
     of his payment thereof.

                                       A-1
<PAGE>

5.   The Chairman will notify the Company in writing of any claim by the U.S.
     Internal Revenue Service or any other U.S. taxing authority that, if
     successful, would require the payment by the Company of a Gross-Up Payment.
     Such notification will be given as promptly as practicable but no later
     than 10 business days after the Chairman actually receives notice of such
     claim and the Chairman will further apprise the Company of the nature of
     such claim and the date on which such claim is requested to be paid (in
     each case, to the extent known by the Chairman). The Chairman will not pay
     such claim prior to the expiration of the 30-calendar-day period following
     the date on which he gives such notice to the Company or, if earlier, the
     date that any payment of amount with respect to such claim is due. If the
     Company notifies the Chairman in writing prior to the expiration of such
     period that it desires to contest such claim, the Chairman will:

          (A)  provide the Company with any written records or documents in his
               possession relating to such claim reasonably requested by the
               Company;

          (B)  take such action in connection with contesting such claim as the
               Company reasonably requests in writing from time to time,
               including without limitation accepting legal representation with
               respect to such claim by an attorney competent in respect of the
               subject matter and reasonably selected by the Company;

          (C)  cooperate with the Company in good faith in order effectively to
               contest such claim; and

          (D)  permit the Company to participate in any proceedings relating to
               such claim;

     PROVIDED, HOWEVER, that the Company will bear and pay directly all costs
     and expenses (including interest and penalties) incurred in connection
     with such contest and will indemnify and hold harmless the Chairman, on
     an after-tax basis, for and against any Excise Tax or income or other
     tax, including interest and penalties with respect thereto, imposed as a
     result of such representation and payment of costs and expenses. Without
     limiting the foregoing provisions of this paragraph 5, the Company will
     control all proceedings taken in connection with the contest of any
     claim contemplated by this paragraph 5 and, at its sole option, may
     pursue or forego any and all administrative appeals, proceedings,
     hearings and conferences with the taxing authority in respect of such
     claim (PROVIDED, HOWEVER, that the Chairman may participate therein at
     his own cost and expense) and may, at its option, either direct the
     Chairman to pay the tax claimed and sue for a refund or contest the
     claim in any permissible manner, and the Chairman agrees to prosecute
     such contest to a determination before any administrative tribunal, in a
     court of initial jurisdiction and in one or more appellate courts, as
     the Company determines; PROVIDED, HOWEVER, that if the Company directs
     the Chairman to pay the tax claimed and sue for a refund, the Company
     will advance the amount of such payment to the Chairman on an
     interest-free basis and will indemnify and hold the Chairman harmless,
     on an after-tax basis, from any Excise Tax or income or other tax,
     including interest or penalties with respect thereto, imposed with
     respect to such advance; and PROVIDED FURTHER, HOWEVER, that any
     extension of the statute of limitations relating to payment of taxes for
     the taxable year of the Chairman with respect to which the contested
     amount is claimed to be due is limited solely to such contested amount.
     Furthermore, the Company's control of any such contested claim will be
     limited to issues with respect to which a Gross-Up Payment would be
     payable hereunder and the Chairman will be entitled to settle or
     contest, as the case may be, any other issue raised by the Internal
     Revenue Service or any other taxing authority.

6.   If, after the receipt by the Chairman of an amount advanced by the Company
     pursuant to paragraph 5 of this Annex, the Chairman receives any refund
     with respect to such claim, the Chairman will (subject to the Company's
     complying with the requirements of such paragraph 5) promptly pay to the
     Company the amount of such refund (together with any interest paid or
     credited thereon after any taxes applicable thereto). If, after the receipt
     by the Chairman of an amount advanced by the Company pursuant to paragraph
     5 of this Annex, a determination is made that the Chairman is not entitled
     to any refund with respect to such claim and the Company does not notify
     the Chairman in writing of its intent to contest such denial or refund
     prior to the expiration of 30 calendar days after such determination, then
     such advance will be forgiven and will not be required to be repaid and the
     amount of any such advance will offset, to the

                                       A-2
<PAGE>

     extent thereof, the amount of Gross-Up Payment required to be paid by
     the Company to the Chairman pursuant to paragraph 21 of this Agreement
     and this Annex A.

                                       A-3
<PAGE>



                                     ANNEX B


         CURRENT DIRECTORSHIPS

         Cancer Care Ontario

         Canadian Tire Corporation

         Doncaster Consolidated

         Telus Corporation

         Tricap Restructuring Fund