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                                                                    EXHIBIT 10.3

                        ALDERWOODS GROUP, INC., as Issuer



                                       and





          WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, as Trustee





                                    INDENTURE



                           Dated as of January 2, 2002







                                  $330,000,000



                          12 1/4% Senior Notes due 2009









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                                TABLE OF CONTENTS

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

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

         SECTION 1.02          INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT................................14

         SECTION 1.03          RULES OF CONSTRUCTION............................................................14

ARTICLE 2         THE SEVEN-YEAR NOTES..........................................................................15

         SECTION 2.01          ISSUANCE OF SEVEN-YEAR NOTES.....................................................15

         SECTION 2.02          RESTRICTIVE LEGEND...............................................................16

         SECTION 2.03          EXECUTION AND AUTHENTICATION.....................................................16

         SECTION 2.04          REGISTRAR AND PAYING AGENT.......................................................17

         SECTION 2.05          PAYING AGENT TO HOLD MONEY IN TRUST..............................................17

         SECTION 2.06          HOLDER LISTS.....................................................................17

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

         SECTION 2.08          REPLACEMENT NOTES................................................................18

         SECTION 2.09          BOOK-ENTRY PROVISIONS FOR GLOBAL NOTE............................................18

         SECTION 2.10          OUTSTANDING SEVEN-YEAR NOTES.....................................................19

         SECTION 2.11          TREASURY NOTES...................................................................19

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

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

         SECTION 2.14          DEFAULTED INTEREST...............................................................20

         SECTION 2.15          CUSIP NUMBER.....................................................................20

         SECTION 2.16          DEPOSIT OF MONEYS................................................................20

         SECTION 2.17          ISSUANCE OF NOTES IN EXCESS OF $330,000,000 PURSUANT TO PLAN OF
                               REORGANIZATION...................................................................20

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

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

         SECTION 3.02          [INTENTIONALLY OMITTED]..........................................................21

         SECTION 3.03          SELECTION OF SEVEN-YEAR NOTES TO BE REDEEMED.....................................21

         SECTION 3.04          NOTICE OF REDEMPTION.............................................................21

         SECTION 3.05          EFFECT OF NOTICE OF REDEMPTION...................................................22

         SECTION 3.06          DEPOSIT OF REDEMPTION PRICE......................................................22

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

ARTICLE 4         COVENANTS.....................................................................................23

         SECTION 4.01          PAYMENT OF SEVEN-YEAR NOTES......................................................23

         SECTION 4.02          MAINTENANCE OF OFFICE OR AGENCY..................................................23

         SECTION 4.03          CORPORATE EXISTENCE..............................................................23

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         SECTION 4.04          PAYMENT OF TAXES AND OTHER CLAIMS................................................24

         SECTION 4.05          MAINTENANCE OF PROPERTIES; INSURANCE; BOOKS AND RECORDS; COMPLIANCE WITH
                               LAW..............................................................................24

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

         SECTION 4.07          LIMITATION ON INDEBTEDNESS.......................................................25

         SECTION 4.08          LIMITATION ON RESTRICTED PAYMENTS................................................25

         SECTION 4.09          LIMITATION ON ISSUANCES AND SALE OF STOCK BY RESTRICTED SUBSIDIARIES.............27

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

         SECTION 4.11          CHANGE OF CONTROL................................................................28

         SECTION 4.12          DISPOSITION OF PROCEEDS OF ASSET SALES...........................................29

         SECTION 4.13          LIMITATION ON TRANSACTIONS WITH INTERESTED PERSONS...............................31

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

         SECTION 4.15          FUTURE GUARANTORS................................................................32

         SECTION 4.16          RATINGS..........................................................................32

         SECTION 4.17          COMMISSION REPORTS...............................................................32

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

         SECTION 4.19          WAIVER OF STAY, EXTENSION OR USURY LAWS..........................................33

ARTICLE 5         SUCCESSOR CORPORATION.........................................................................33

         SECTION 5.01          WHEN ALDERWOODS MAY MERGE, ETC...................................................33

         SECTION 5.02          SUCCESSOR SUBSTITUTED............................................................34

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

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

         SECTION 6.02          ACCELERATION.....................................................................36

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

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

         SECTION 6.05          CONTROL BY MAJORITY..............................................................37

         SECTION 6.06          LIMITATION ON SUITS..............................................................37

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

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

         SECTION 6.09          TRUSTEE MAY FILE PROOFS OF CLAIMS................................................38

         SECTION 6.10          PRIORITIES.......................................................................38

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

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

ARTICLE 7         TRUSTEE.......................................................................................39

         SECTION 7.01          DUTIES...........................................................................39

         SECTION 7.02          RIGHTS OF TRUSTEE................................................................40
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         SECTION 7.03          INDIVIDUAL RIGHTS OF TRUSTEE.....................................................40

         SECTION 7.04          TRUSTEE'S DISCLAIMER.............................................................40

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

         SECTION 7.06          MONEY HELD IN TRUST..............................................................41

         SECTION 7.07          REPORTS BY TRUSTEE TO HOLDERS....................................................41

         SECTION 7.08          COMPENSATION AND INDEMNITY.......................................................41

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

         SECTION 7.10          SUCCESSOR TRUSTEE BY MERGER, ETC.................................................42

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

         SECTION 7.12          PREFERENTIAL COLLECTION OF CLAIMS AGAINST ALDERWOODS.............................43

ARTICLE 8         SATISFACTION AND DISCHARGE OF INDENTURE.......................................................43

         SECTION 8.01          TERMINATION OF THE OBLIGATION OF ALDERWOODS......................................43

         SECTION 8.02          LEGAL DEFEASANCE AND COVENANT DEFEASANCE.........................................44

         SECTION 8.03          APPLICATION OF TRUST MONEY.......................................................46

         SECTION 8.04          REPAYMENT TO ALDERWOODS..........................................................46

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

ARTICLE 9         AMENDMENTS, SUPPLEMENTS AND WAIVERS...........................................................47

         SECTION 9.01          WITHOUT CONSENT OF HOLDERS.......................................................47

         SECTION 9.02          WITH CONSENT OF HOLDERS..........................................................47

         SECTION 9.03          COMPLIANCE WITH TRUST INDENTURE ACT..............................................48

         SECTION 9.04          REVOCATION AND EFFECT OF CONSENTS................................................48

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

         SECTION 9.06          TRUSTEE MAY SIGN AMENDMENTS, ETC.................................................49

ARTICLE 10        [INTENTIONALLY OMITTED].......................................................................49

ARTICLE 11        MISCELLANEOUS.................................................................................49

         SECTION 11.01         TRUST INDENTURE ACT OF 1939......................................................49
         SECTION 11.02         NOTICES..........................................................................49

         SECTION 11.03         COMMUNICATION BY HOLDERS WITH OTHER HOLDERS......................................50

         SECTION 11.04         CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT...............................50

         SECTION 11.05         STATEMENTS REQUIRED IN CERTIFICATE OR OPINION....................................50

         SECTION 11.06         RULES BY TRUSTEE, PAYING AGENT, REGISTRAR........................................51

         SECTION 11.07         GOVERNING LAW....................................................................51

         SECTION 11.08         CONSENT TO SERVICE OF PROCESS....................................................51

         SECTION 11.09         NO INTERPRETATION OF OTHER AGREEMENTS............................................51

         SECTION 11.10         NO RECOURSE AGAINST OTHERS.......................................................51

         SECTION 11.11         SUCCESSORS.......................................................................52
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         SECTION 11.12         DUPLICATE ORIGINALS..............................................................52

         SECTION 11.13         SEPARABILITY.....................................................................52

         SECTION 11.14         TABLE OF CONTENTS, HEADINGS, ETC.................................................52

         SECTION 11.15         BENEFITS OF INDENTURE............................................................52

ARTICLE 12        SUBSIDIARY GUARANTEES.........................................................................52

         SECTION 12.01         GUARANTEES.......................................................................52

         SECTION 12.02         LIMITATION ON LIABILITY..........................................................53

         SECTION 12.03         SUCCESSORS AND ASSIGNS...........................................................53

         SECTION 12.04         NO WAIVER........................................................................54

         SECTION 12.05         MODIFICATION.....................................................................54

         SECTION 12.06         RELEASE OF SUBSIDIARY GUARANTORS.................................................54

SCHEDULE 1.01           SUBSIDIARY GUARANTORS
SCHEDULE 4.12           NON-CASH DISPOSABLE ASSETS

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


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

         Each party hereto agrees as follows for the benefit of each other party
and, except as otherwise provided herein, for the equal and ratable benefit of
the Holders of Alderwoods' 12 1/4% Senior Notes due 2009 (the "SEVEN-YEAR
NOTES").

                                  ARTICLE 1

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

         SECTION 1.01      DEFINITIONS.

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

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

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

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

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

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

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

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

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

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

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

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


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

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

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

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

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

         (a) all income tax expense;

         (b) Consolidated Net Interest Expense;

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

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

in each case for such period.

         "CONSOLIDATED FIXED CHARGE COVERAGE RATIO" means, with respect to any
Person, the ratio of the aggregate amount of Consolidated EBITDA of such Person
for the most recent four full fiscal quarters preceding the date of the
transaction for which financial statements are available (the "TRANSACTION
DATE") giving rise to the need to calculate the Consolidated Fixed Charge
Coverage Ratio (such four full fiscal quarter period being referred to herein as
the "PRIOR QUARTERS") to the aggregate amount of Consolidated Fixed Net Charges
of such Person for the Prior Quarters. In addition to and without limitation of
the foregoing, for purposes of this definition, "CONSOLIDATED EBITDA" and
"CONSOLIDATED FIXED NET CHARGES" shall be calculated after giving effect on a
pro forma basis for the period of such calculation to, without duplication, (a)
the incurrence of any Indebtedness of such Person or any of its Restricted
Subsidiaries (and the application of the net proceeds thereof) during the period
commencing on the first day of the Prior Quarters to and including the
Transaction Date (the "REFERENCE PERIOD"), including, without limitation, the
incurrence of the Indebtedness giving rise to the need to make such calculation
(and the application of the net proceeds thereof), as if such incurrence (and
application) occurred on the first day of the Reference Period, and (b) any
Material Asset Sales or Material Asset Acquisitions (including, without
limitation, any Material Asset Acquisition giving rise to the need to make such
calculation as a result of such Person or one of its Restricted Subsidiaries
(including any Person who becomes a Restricted Subsidiary as a result of the
Material Asset Acquisition) incurring, assuming or otherwise being liable for
Acquired Indebtedness) occurring during the Reference Period, as if such
Material Asset Sale or Material Asset Acquisition occurred on the first day of
the Reference Period. Furthermore, in calculating "CONSOLIDATED FIXED NET
CHARGES" for purposes of determining the denominator (but not the numerator) of
this "CONSOLIDATED FIXED CHARGE COVERAGE RATIO," (i) interest on outstanding
Indebtedness determined on a fluctuating basis as at the Transaction Date and
that will continue to be so determined thereafter shall be deemed to have
accrued at a fixed or floating rate per annum equal to the rate of interest on
such Indebtedness in effect on the Transaction Date; and (ii) if interest on any
Indebtedness actually incurred on the


                                      3
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Transaction Date may optionally be determined at an interest rate based upon
a factor of a prime, LIBOR, or similar rate, a eurocurrency interbank offered
rate, or other rates, then the interest rate in effect on the Transaction
Date will be deemed to have been in effect during the Reference Period. If
such Person or any of its Restricted Subsidiaries directly or indirectly
guarantees Indebtedness of a third Person, the above clause shall give effect
to the incurrence of such guaranteed Indebtedness as if such Person or such
Restricted Subsidiary had directly incurred or otherwise assumed such
guaranteed Indebtedness. For purposes of this calculation, a "MATERIAL ASSET
ACQUISITION" is an Asset Acquisition that has a purchase price of $5,000,000
or more and a "MATERIAL ASSET SALE" is an Asset Sale that has a sale price of
$5,000,000 or more.

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

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

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

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

         "CONSOLIDATION" means, with respect to any Person, the consolidation of
the accounts of such Person and each of its Subsidiaries if and to the extent
the accounts of such Person and each of its Subsidiaries would normally be
consolidated with those of such Person, all in accordance with GAAP. The term
"CONSOLIDATED" shall have a meaning correlative to the foregoing.

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

         "CORPORATE TRUST OFFICE" means the corporate trust office of the
Trustee at which at any particular time its corporate trust business shall be
principally administered, which on the date hereof is located at Wells Fargo


                                      4
<PAGE>

Bank Minnesota, N.A., Sixth Street and Marquette Avenue, MAC N9303-120,
Minneapolis, MN 55479, Attention: Corporate Trust - Alderwoods Administrator.

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

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

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

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

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

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

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

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

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

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

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

         "FIVE-YEAR INDENTURE" means the indenture, dated as of the date hereof,
between Alderwoods and Wells Fargo Bank Minnesota, National Association
providing for the issuance of 11% senior secured notes due 2007, as such
indenture may be amended, modified, supplemented or restated in accordance with
the terms hereof, and any Refinancing thereof in accordance with clause (i) of
the definition of Permitted Indebtedness.


                                      5
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

         "INVESTMENT" means, with respect to any Person, any direct or indirect
loan or other extension of credit, including any advance, or capital
contribution to, or guarantee of Indebtedness of, (by means of any transfer of
cash or other property to others or any payment for property or services for the
account or use of others), or any purchase or acquisition by such Person of any
Capital Stock (including securities not consisting of cash or cash equivalents
and received in connection with an asset sale or other disposition of assets
permitted hereunder), bonds,


                                      6
<PAGE>

notes, debentures or other securities or evidences of Indebtedness issued by,
any other Person. "INVESTMENTS" shall exclude extensions of trade credit by
Alderwoods and its Restricted Subsidiaries in the ordinary course of business
in accordance with normal trade practices of Alderwoods or such Restricted
Subsidiary, as the case may be.

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

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

         "MEASUREMENT DATE" means January 2, 2002.

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

         "NET CASH PROCEEDS" means, with respect to any Asset Sale, the proceeds
thereof in the form of cash or Cash Equivalents including payments in respect of
deferred payment obligations when received in the form of cash or Cash
Equivalents (except to the extent that such obligations are financed or sold
with recourse to Alderwoods or any Restricted Subsidiary) net of (a) reasonable
and customary brokerage commissions and other fees and expenses (including,
without limitation, fees and expenses of legal counsel and investment bankers)
related to such Asset Sale, (b) provisions for all taxes payable as a result of
such Asset Sale, (c) amounts required to be paid to any person (other than
Alderwoods or any Restricted Subsidiary) owning a beneficial interest (including
a Lien) in the assets subject to the Asset Sale, and (d) appropriate amounts to
be provided by Alderwoods or any Restricted Subsidiary, as the case may be, as a
reserve required in accordance with GAAP against any liabilities associated with
such Asset Sale and retained by Alderwoods or any Restricted Subsidiary, as the
case may be, after such Asset Sale, including, without limitation, pension and
other post-employment benefit liabilities, liabilities related to environmental
matters and liabilities under any indemnification obligations associated with
such Asset Sale, all as reflected in an Officers' Certificate delivered to the
Trustee; PROVIDED, HOWEVER, that (i) excess amounts set aside for payment of
taxes pursuant to clause (b) remaining after such taxes have been paid in full
or the statute of limitations therefore has expired and (ii) amounts initially
held in reserve pursuant to clause (d) no longer so held shall at that time
become Net Cash Proceeds.

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

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

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

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

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

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


                                      7
<PAGE>

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

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

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

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

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

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

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

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

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

         (h) Indebtedness of Alderwoods or any of its Restricted Subsidiaries
represented by letters of credit for the account of Alderwoods or any of its
Restricted Subsidiaries to provide security for workers'


                                      8
<PAGE>

compensation claims, payment obligations in connection with self-insurance or
similar requirements in the ordinary course of business;

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

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

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

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

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

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

         (o) Indebtedness incurred pursuant to the Restructuring Transactions.

         "PERMITTED INVESTMENTS" means any of the following: (a) Investments in
Alderwoods or any Subsidiary Guarantor of Alderwoods (including any Person that
pursuant to such Investment becomes a Subsidiary Guarantor of Alderwoods) and
any Person that is merged or consolidated with or into, or transfers or conveys
all or substantially all of its assets to, Alderwoods or any Subsidiary
Guarantor of Alderwoods at the time such Investment is made; (b) Investments in
Cash Equivalents; (c) Investments in Currency Agreements on commercially
reasonable terms entered into by Alderwoods or any of its Restricted
Subsidiaries in the ordinary course of business in connection with the
operations of the business of Alderwoods or its Restricted Subsidiaries to hedge
against fluctuations in foreign exchange rates or interest rates constituting
Permitted Indebtedness; (d) loans or advances to officers, employees or
consultants of Alderwoods or any of its Restricted Subsidiaries for travel and
moving expenses in the ordinary course of business for bona fide business
purposes of Alderwoods or any of its Restricted Subsidiaries; (e) other loans or
advances to officers, employees or consultants of Alderwoods or any of its
Restricted Subsidiaries in the ordinary course of business for bona fide
business purposes of Alderwoods or any of its Restricted Subsidiaries not in
excess of $5,000,000 in the aggregate at any one time outstanding; (f)
Investments in evidences of Indebtedness, securities or other property received
from another Person by Alderwoods or any of its Restricted Subsidiaries in
connection with any bankruptcy proceeding or by reason of a composition or
readjustment


                                      9
<PAGE>

of debt or a reorganization of such Person or as a result of foreclosure,
perfection or enforcement of any Lien in exchange for evidences of
Indebtedness, securities or other property of such Person held by Alderwoods
or any of its Restricted Subsidiaries, or for other liabilities or
obligations of such other Person to Alderwoods or any of its Restricted
Subsidiaries that were created, in accordance with the terms of this
Indenture; (g) Investments in Interest Rate Protection Agreements on
commercially reasonable terms entered into by Alderwoods or any of its
Restricted Subsidiaries in the ordinary course of business in connection with
the operations of Alderwoods or any of its Restricted Subsidiaries to hedge
against fluctuations in interest rates constituting Permitted Indebtedness;
(h) Investments of funds received by Alderwoods or any of its Restricted
Subsidiaries in the ordinary course of business, which funds are required to
be held in trust for the benefit of others by Alderwoods or such Restricted
Subsidiary, as the case may be, and which funds do not constitute assets or
liabilities of Alderwoods or such Restricted Subsidiary; (i) notes held by
Alderwoods or any Restricted Subsidiary that were obtained by Alderwoods or
such Restricted Subsidiary in connection with Asset Sales; (j) Investments
not in excess of $50,000,000 in the aggregate in Subsidiaries other than
Subsidiary Guarantors; (k) Investments not in excess of $20,000,000 in the
aggregate in Subsidiaries other than Subsidiary Guarantors engaged in
insurance businesses conducted by Alderwoods or any of its Subsidiaries on
the Measurement Date or insurance businesses reasonably related thereto; and
(l) guarantees of any of the foregoing Investments; (m) Investments in
Subsidiaries existing on the Measurement Date; (n) Investments in Restricted
Subsidiaries other than Subsidiary Guarantors consisting of short-term
Indebtedness owed to any such Subsidiary arising from ordinary course cash
management transactions; (o) other Investments not in excess of $500,000 in
the aggregate; (p) investments in Restricted Subsidiaries other than
Subsidiary Guarantors by other such Restricted Subsidiaries that are not
Subsidiary Guarantors; and (q) investments in Restricted Subsidiaries other
than Subsidiary Guarantors resulting from liquidations, mergers,
consolidations (including the transfer of Capital Stock of Neweol Finance
B.V. from Loewen Investments Two (Gibraltar) to Loewen Luxembourg (No. 4) and
capital contributions in the form of forgiveness of Indebtedness) and the
like of such Restricted Subsidiaries that are not Subsidiary Guarantors
occurring within two weeks of the Measurement Date.

         "PERMITTED LIENS" means the following types of Liens:

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

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

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

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

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

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


                                      10
<PAGE>

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

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

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

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

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

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

         (m) Liens securing obligations incurred under the Exit Facility or the
Five-Year Notes;

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

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

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

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

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

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

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


                                      11
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


                                      12
<PAGE>

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

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

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

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

         "SUBSIDIARY" means, with respect to any Person, (a) a corporation a
majority of whose Voting Stock is at the time, directly or indirectly, owned by
such Person, by one or more Subsidiaries of such Person or by such Person and
one or more Subsidiaries thereof and (b) any other Person (other than a
corporation), including, without limitation, a joint venture, in which such
Person, one or more Subsidiaries thereof or such Person and one or more
Subsidiaries thereof, directly or indirectly, at the date of determination
thereof, has at least majority ownership interest entitled to vote in the
election of directors, managers or trustees thereof (or other Person performing
similar functions). For purposes of this definition, any directors' qualifying
shares or investments by foreign nationals mandated by applicable law shall be
disregarded in determining the ownership of a Subsidiary.

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

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

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

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

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

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

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

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

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


                                      13
<PAGE>

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

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

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

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

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

         SECTION 1.02      INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.

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

         "INDENTURE SECURITIES" means the Seven-Year Notes;

         "INDENTURE SECURITY HOLDER" means a Holder;

         "INDENTURE TO BE QUALIFIED" means this Indenture;

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

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


                                      14

<Page>

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

         SECTION 1.03      RULES OF CONSTRUCTION.

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

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

              (b) "or" is not exclusive;

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

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

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

                                   ARTICLE 2

                              THE SEVEN-YEAR NOTES

         SECTION 2.01      ISSUANCE OF SEVEN-YEAR NOTES.

         The aggregate principal amount of Seven-Year Notes which may be
outstanding at any time under this Indenture may not exceed $330,000,000 at any
time, except to the extent permitted by Sections 2.08 and 2.17. Upon the
execution and delivery of this Indenture, Seven-Year Notes in an aggregate
principal amount of $330,000,000, and such additional amount as provided for in
Section 2.17, may be executed by Alderwoods and delivered to the Trustee for
authentication.

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


                                      15

<Page>

PROVIDED, HOWEVER, that there will be deducted therefrom an amount equal to
any taxes paid or payable in respect of such Seven-Year Note, and an amount
sufficient to compensate the Trustee, Alderwoods and the Disbursing Agent for
their reasonable expenses of administering such Seven-Year Note from the
Measurement Date to the date of its issuance.

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

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

         In accordance with the terms of the Plan of Reorganization and subject
to the penultimate paragraph of this Section 2.01, Seven-Year Notes shall be
issued in the form of one or more permanent global Seven-Year Notes
substantially in the form set forth in Exhibit A hereto (the "GLOBAL NOTE")
deposited with, or on behalf of, the Depositary or with the Trustee, as
custodian for the Depositary, duly executed by Alderwoods and authenticated by
the Trustee as hereinafter provided. The aggregate principal amount of the
Global Note may from time to time be increased or decreased by adjustments made
on the records of the Depositary or its nominee, or of the Trustee, as custodian
for the Depositary or its nominee, as hereinafter provided.

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

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

         SECTION 2.02      RESTRICTIVE LEGEND.

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

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


                                      16

<Page>

         SECTION 2.03      EXECUTION AND AUTHENTICATION.

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

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

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

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

         SECTION 2.04      REGISTRAR AND PAYING AGENT.

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

         SECTION 2.05      PAYING AGENT TO HOLD MONEY IN TRUST.

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


                                      17

<Page>

         SECTION 2.06      HOLDER LISTS.

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

         SECTION 2.07      TRANSFER AND EXCHANGE.

         When Seven-Year Notes are presented to the Registrar or a co-Registrar
with a request to register the transfer of such Seven-Year Notes or to exchange
such Seven-Year Notes for an equal principal amount of Seven-Year Notes of other
authorized denominations, the Registrar or co-Registrar shall register the
transfer or make the exchange as requested if its requirements for such
transaction are met; PROVIDED, HOWEVER, that the Seven-Year Notes surrendered
for transfer or exchange shall be duly endorsed or accompanied by a written
instrument of transfer in form satisfactory to the Registrar or co-Registrar,
duly executed by the Holder thereof or such Holder's attorney duly authorized in
writing. To permit registrations of transfers and exchanges, Alderwoods shall
execute and the Trustee shall authenticate Seven-Year Notes at the Registrar's
or co-Registrar's request. No service charge shall be made for any transfer,
exchange or redemption, but Alderwoods may require payment of a sum sufficient
to cover any transfer tax or similar governmental charge payable in connection
therewith (other than any such transfer taxes or similar governmental charge
payable upon exchanges or transfers pursuant to Sections 3.07 or 9.05). The
Registrar or co-Registrar shall not be required to register the transfer of or
exchange of any Seven-Year Note (i) during a period beginning at the opening of
business 15 days before the mailing of a notice of redemption of Seven-Year
Notes and ending at the close of business on the day of such mailing and (ii)
selected for redemption in whole or in part pursuant to Article 3, except the
unredeemed portion of any Seven-Year Note being redeemed in part.

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

         SECTION 2.08      REPLACEMENT NOTES.

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

         SECTION 2.09      BOOK-ENTRY PROVISIONS FOR GLOBAL NOTE.

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

                                      18

<Page>

its Agent Members, the operation of customary practices governing the
exercise of the rights of a Holder of any Seven-Year Note.

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

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

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

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

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

         SECTION 2.10      OUTSTANDING SEVEN-YEAR NOTES.

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

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

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


                                      19

<Page>

         SECTION 2.11      TREASURY NOTES.

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

         SECTION 2.12      TEMPORARY NOTES.

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

         SECTION 2.13      CANCELLATION.

         Alderwoods at any time may deliver Seven-Year Notes to the Trustee for
cancellation. The Registrar and the Paying Agent shall forward to the Trustee
any Seven-Year Notes surrendered to them for transfer, exchange or payment. The
Trustee, or at the direction of the Trustee, the Registrar or the Paying Agent
(other than Alderwoods or an Affiliate of Alderwoods), and no one else, shall
promptly cancel and dispose of all Seven-Year Notes surrendered for transfer,
exchange, payment or cancellation, subject to the record retention requirements
of the Exchange Act. Subject to Section 2.08, Alderwoods may not issue new
Seven-Year Notes to replace Seven-Year Notes that it has paid or delivered to
the Trustee for cancellation. If Alderwoods shall acquire any of the Seven-Year
Notes, such acquisition shall not operate as a redemption or satisfaction of the
Indebtedness represented by such Seven-Year Notes unless and until the same are
surrendered to the Trustee for cancellation pursuant to this Section 2.13.

         SECTION 2.14      DEFAULTED INTEREST.

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

         SECTION 2.15      CUSIP NUMBER.

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

         SECTION 2.16      DEPOSIT OF MONEYS.

         On or before each Interest Payment Date and Maturity Date, Alderwoods
shall deposit with the Trustee or Paying Agent in immediately available funds
money sufficient to make cash payments, if any, due on such Interest


                                      20

<Page>

Payment Date or Maturity Date, as the case may be, in a timely manner that
permits the Paying Agent to remit payment to the Holders on such Interest
Payment Date or Maturity Date, as the case may be.

         SECTION 2.17      ISSUANCE OF NOTES IN EXCESS OF $330,000,000 PURSUANT
TO PLAN OF REORGANIZATION.

         Alderwoods may issue and have outstanding at any time under this
Indenture any aggregate principal amount of Seven-Year Notes exceeding
$330,000,000 to the extent required as a result of the application of the
rounding provisions set forth in Section VI.H.3.b of the Plan of Reorganization.



                                   ARTICLE 3

                         REDEMPTION OF SEVEN-YEAR NOTES

         SECTION 3.01      OPTIONAL REDEMPTION.

         Alderwoods may not optionally redeem the Seven-Year Notes prior to the
third anniversary of the Measurement Date. Beginning on the third anniversary of
the Measurement Date, Alderwoods may elect to redeem some or all of the
Seven-Year Notes at the redemption prices (expressed as percentages of the
principal amount of Seven-Year Notes being redeemed) set forth below plus
accrued and unpaid interest to the relevant Redemption Date, if redeemed during
the twelve-month period beginning on:

         <TABLE>
         <CAPTION>
         YEAR                                                   PERCENTAGE
         ----                                                   ----------

         <S>                                                    <C>
         the 3rd anniversary of the Measurement Date            106.250
         the 4th anniversary of the Measurement Date            103.125
         the 5th or 6th anniversary of the Measurement Date     100.000
         </TABLE>

         If Alderwoods elects to redeem any Seven-Year Notes, in whole or in
part, it shall notify the Trustee of the Redemption Date and principal amount of
Seven-Year Notes to be redeemed.

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

         SECTION 3.02      [INTENTIONALLY OMITTED]

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

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

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

         The Trustee shall promptly notify Alderwoods and the Registrar in
writing of the Seven-Year Notes selected for redemption and, in the case of any
Seven-Year Notes selected for partial redemption, the principal amount thereof
to be redeemed. For all purposes of this Indenture, unless the context otherwise
requires, all


                                      21

<Page>

provisions relating to redemption of Seven-Year Notes shall relate, in the
case of any Seven-Year Note redeemed or to be redeemed only in part, to the
portion of the principal amount of such Seven-Year Note that has been or is
to be redeemed.

         SECTION 3.04      NOTICE OF REDEMPTION.

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

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

              (a) the Redemption Date;

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

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

              (d) if any Seven-Year Note is to be redeemed in part, the
portion of the principal amount (equal to $100 or any integral multiple
thereof) of such Seven-Year Note to be redeemed and that on and after the
Redemption Date, upon surrender for cancellation of such original Seven-Year
Note to the Paying Agent, a new Seven-Year Note or Seven-Year Notes in the
aggregate principal amount equal to the unredeemed portion thereof will be
issued without charge to the Holder;

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

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

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

         Notice of redemption of Seven-Year Notes to be redeemed at the election
of Alderwoods shall be given by Alderwoods or by the Trustee in the name of
Alderwoods.

         SECTION 3.05      EFFECT OF NOTICE OF REDEMPTION.

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

         SECTION 3.06      DEPOSIT OF REDEMPTION PRICE.

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


                                      22

<Page>

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

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

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

                                    ARTICLE 4

                                    COVENANTS

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

         SECTION 4.01      PAYMENT OF SEVEN-YEAR NOTES.

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

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

         SECTION 4.02      MAINTENANCE OF OFFICE OR AGENCY.

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

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


                                      23

<Page>

         SECTION 4.03      CORPORATE EXISTENCE.

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

         SECTION 4.04      PAYMENT OF TAXES AND OTHER CLAIMS.

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

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

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

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

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

              (d) Alderwoods shall, and shall cause each of its Restricted
Subsidiaries to, comply with all statutes, laws, ordinances, or government rules
and regulations to which it is subject, non-compliance with which


                                      24

<Page>

would be materially adverse to either (i) Alderwoods and its Subsidiaries
taken as a whole or (ii) to the ability of Alderwoods to otherwise satisfy
its obligations hereunder.

         SECTION 4.06      COMPLIANCE CERTIFICATES.

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

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

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

         SECTION 4.07      LIMITATION ON INDEBTEDNESS.

         Alderwoods will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee
or in any manner become directly or indirectly liable, contingently or
otherwise, for the payment of (collectively, to "INCUR") any Indebtedness
(including, without limitation, any Acquired Indebtedness) other than Permitted
Indebtedness. Notwithstanding the foregoing limitations, Alderwoods and its
Restricted Subsidiaries will be permitted to Incur Indebtedness (including,
without limitation, Acquired Indebtedness) if at the time of such incurrence,
and after giving pro forma effect thereto, the Consolidated Fixed Charge
Coverage Ratio of Alderwoods is at least equal to, during any fiscal year in
which Alderwoods has any scheduled principal payment due with respect to the
Five-Year Notes, 1:1, and during any other year, 1.25:1.

         SECTION 4.08      LIMITATION ON RESTRICTED PAYMENTS.

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

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

                                      25

<Page>

Stock) and (ii) dividends or other distributions to the extent declared or
paid to Alderwoods or any Restricted Subsidiary of Alderwoods);

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

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

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

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

         None of the foregoing provisions will prohibit:

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

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

                                      26

<Page>

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

                  (iv) so long as no Default or Event of Default shall have
occurred and be continuing, any redemption, repurchase or other acquisition
or retirement of Pari Passu Indebtedness by exchange for, or out of the net
cash proceeds of, a substantially concurrent (x) capital contribution to
Alderwoods from any Person (other than a Restricted Subsidiary) or (y) issue
and sale of (1) Capital Stock (other than Redeemable Capital Stock) of
Alderwoods to any Person (other than a Restricted Subsidiary); PROVIDED,
HOWEVER, that the amount of any such net proceeds that are utilized for any
such redemption, repurchase or other acquisition or retirement shall be
excluded from clause (C)(2) of the preceding paragraph; or (2) Indebtedness
of Alderwoods issued to any Person (other than a Restricted Subsidiary), so
long as such Indebtedness is Pari Passu Indebtedness or Indebtedness that is
subordinate or junior in right of payment to the Seven-Year Notes in the same
manner and at least to the same extent as the Indebtedness so purchased,
exchanged, redeemed, acquired or retired; PROVIDED, FURTHER, nothing
contained in this Indenture shall limit or restrict the right of Alderwoods
and/or its Subsidiaries to make any principal payment on, or purchase,
defease, redeem, Refinance or otherwise retire for value, prior to any
scheduled maturity, scheduled payment or other Stated Maturity, any
Indebtedness in respect of the Exit Facility;

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

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

                  (vii) the Restructuring Transactions.

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

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

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

              (b) Alderwoods will not, or permit any Restricted Subsidiary to,
transfer, convey, sell or dispose of any Capital Stock of any Restricted
Subsidiary (other than (i) sales, for valid business reasons, of non-voting
equity comprising up to 40% of the Capital Stock of any Restricted Subsidiary to
operators of funeral homes and/or cemeteries, (ii) with respect to DSP General
Partner, Inc., a Texas corporation, Directors Succession Planning, Inc., a
California corporation, Rose Hills Holding Corp., a Delaware corporation, any
Subsidiary of any

                                      27

<Page>

such Person, and any successors to any of the foregoing, or (iii) to
Alderwoods or a Subsidiary Guarantor or, with respect to Capital Stock owned
by a Restricted Subsidiary that is not a Subsidiary Guarantor, to another
such Restricted Subsidiary) unless such transaction complies with Section
4.12 hereof.

              (c) Alderwoods will not permit any Restricted Subsidiary (other
than DSP General Partner, Inc., a Texas corporation, Directors Succession
Planning, Inc., a California corporation, Rose Hills Holding Corp., a
Delaware corporation, any Subsidiary of any such Person, and any successors
to any of the foregoing) to issue any of its Equity Interests (other than (i)
to Alderwoods or one of its Restricted Subsidiaries or (ii) issuances, for
valid business reasons, of non-voting equity comprising up to 40% of the
Capital Stock of any Restricted Subsidiary to operators of funeral homes
and/or cemeteries) unless such transaction complies with Section 4.12 hereof.

         SECTION 4.10      LIMITATION ON LIENS.

         Alderwoods will not, and will not permit any of its Restricted
Subsidiaries to, create, incur, assume or suffer to exist any Liens (other than
(a) Liens existing as of the Measurement Date, (b) Liens securing the Exit
Facility or the Five-Year Notes or pursuant to Sections 7.08 or 8.02 of each of
the Two-Year Indenture, the Five-Year Indenture, this Indenture or the Unsecured
Convertible Subordinated Indenture, (c) Liens in favor of Alderwoods or any
Restricted Subsidiary, (d) Liens securing Indebtedness that is incurred to
refinance Indebtedness that has been secured by a Lien permitted under the
provisions of this Indenture and that has been incurred in accordance with the
provisions of the Indenture; PROVIDED, HOWEVER, that such Liens do not extend to
or cover any property or assets of Alderwoods or any of its Restricted
Subsidiaries not securing the Indebtedness so refinanced, and (e) Permitted
Liens) of any kind against or upon any of its property or assets, or any
proceeds therefrom where the aggregate amount of Indebtedness secured by any
such Liens exceeds $50,000,000.

         SECTION 4.11      CHANGE OF CONTROL.

         Upon the occurrence of a Change of Control, Alderwoods will make an
offer to purchase (a "CHANGE OF CONTROL OFFER"), and shall purchase, on a
Business Day (the "CHANGE OF CONTROL PURCHASE DATE") not more than 60 nor less
than 30 days following the occurrence of the Change of Control, all of the then
outstanding Seven-Year Notes properly tendered and not withdrawn at a purchase
price (the "CHANGE OF CONTROL PURCHASE PRICE") equal to 101% of their principal
amount plus accrued and unpaid interest. The Change of Control Offer is required
to remain open for at least 20 Business Days and until the close of business on
the Change of Control Purchase Date.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

         SECTION 4.12 DISPOSITION OF PROCEEDS OF ASSET SALES. (a) Alderwoods
will not, and will not permit any of its Restricted Subsidiaries (other than
Rose Hills Holdings Corp., a Delaware corporation, or any Subsidiary thereof)
to, make any Asset Sale unless (i) Alderwoods or such Restricted Subsidiary,
as the case may be, receives consideration at the time of such Asset Sale at
least equal to the Fair Market Value of the shares or assets sold or
otherwise disposed of and (ii) except with respect to assets listed on
Schedule 4.12 hereto, at least 75% of such consideration consists of cash or
Cash Equivalents. To the extent the Net Cash Proceeds of any Asset Sale are

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not required to be applied to repay, and permanently reduce the commitments
under, the Exit Facility (as required by the terms thereof) or are applied to
payment of Two-Year Notes, Five-Year Notes or Seven-Year Notes (or with
respect to assets of Rose Hills Holding Corp., a Delaware corporation, or any
of its Subsidiaries, to repay Indebtedness under the Rose Hills Credit
Agreement or the Rose Hills Indenture), Alderwoods or such Restricted
Subsidiary, as the case may be, may, within 270 days of such Asset Sale,
apply such Net Cash Proceeds to an investment in properties and assets that
replace the properties and assets that were the subject of such Asset Sale or
in properties and assets that will be used in the business of Alderwoods and
its Restricted Subsidiaries as existing on the Measurement Date or in
businesses reasonably related thereto ("REPLACEMENT ASSETS"). Any Net Cash
Proceeds from any Asset Sale that are neither used to repay, and permanently
reduce the commitments under, the Exit Facility or Two-Year Notes, Five-Year
Notes or Seven-Year Notes (or with respect to assets of Rose Hills Holding
Corp., a Delaware corporation, or any of its Subsidiaries, to repay
Indebtedness under the Rose Hills Credit Agreement or the Rose Hills
Indenture) nor invested in Replacement Assets within the 270-day period
described above exceeding, in the aggregate, $10,000,000 in any fiscal year
of Alderwoods constitute "EXCESS PROCEEDS" subject to disposition as provided
below.

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

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

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

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

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

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

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

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

             (vii) that if Seven-Year Notes in a principal amount in excess of
the Holder's pro rata share of the amount of Excess Proceeds are tendered
pursuant to the Asset Sale Offer, Alderwoods shall purchase

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Seven-Year Notes on a pro rata basis among the Seven-Year Notes tendered
(with such adjustments as may be deemed appropriate by Alderwoods so that
only Seven-Year Notes in denominations of $100 or integral multiples of $100
shall be acquired);

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

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

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

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

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

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

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

         SECTION 4.13      LIMITATION ON TRANSACTIONS WITH INTERESTED PERSONS.

         Alderwoods will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, enter into or suffer to exist any
transaction or series of related transactions (including, without limitation,
the sale, transfer, disposition, purchase, exchange or lease of assets, property
or services) with, or for the benefit of, any Affiliate of Alderwoods or any
"BENEFICIAL OWNER" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act)
of 5% or more of the Common Stock of Alderwoods at any time outstanding
("INTERESTED PERSONS"), unless (a) such transaction or series of related
transactions are on terms that are no less favorable to Alderwoods or such
Restricted Subsidiary, as the case may be, than those that could have been
obtained in a comparable transaction at such time from Persons who are not
Affiliates of Alderwoods or Interested Persons, and (b) with respect to a
transaction or series of transactions involving aggregate payments or value
equal to or greater than $25,000,000, Alderwoods has obtained a written opinion
from an Independent Financial Advisor stating that the terms of such transaction
or series of transactions are fair to Alderwoods or its Restricted Subsidiary,
as the case may be, from a financial point of view; PROVIDED, HOWEVER, that this
covenant will not restrict Alderwoods or any Restricted Subsidiary from (i)
paying dividends in respect of its Capital Stock permitted under Section 4.08,
(ii) paying reasonable and customary fees to directors of Alderwoods or any
Restricted Subsidiary who are not otherwise employees of Alderwoods or any
Restricted Subsidiary, (iii) entering into transactions with its Restricted
Subsidiaries or

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permitting its Restricted Subsidiaries from entering into transactions with
Alderwoods or other Restricted Subsidiaries of Alderwoods, (iv) creating
employee stock ownership plans or similar benefit plans, (v) making loans or
advances to officers, employees or consultants of Alderwoods or any of its
Restricted Subsidiaries for travel and moving expenses in the ordinary course
of business for bona fide business purposes of Alderwoods or any of its
Restricted Subsidiaries, (vi) making other loans or advances to officers,
employees or consultants of Alderwoods or any of its Restricted Subsidiaries
in the ordinary course of business for bona fide business purposes of
Alderwoods or any of its Restricted Subsidiaries not in excess of $5,000,000
in the aggregate at any one time outstanding, (vii) making payments to
officers or employees of Alderwoods or any of its Restricted Subsidiaries
pursuant to obligations undertaken, at a time when such Persons were not
officers or employees of Alderwoods or any of its Restricted Subsidiaries, in
connection with arms' length Asset Acquisitions, (viii) purchase or
redemption of Two-Year Notes, Five-Year Notes or Seven-Year Notes at their
Fair Market Value, or (ix) engaging in Restructuring Transactions.

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

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

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

         SECTION 4.16      RATINGS.

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

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         SECTION 4.17      COMMISSION REPORTS.

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

         SECTION 4.18      RULE 144A INFORMATION REQUIREMENT.

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

         SECTION 4.19      WAIVER OF STAY, EXTENSION OR USURY LAWS.

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

                                   ARTICLE 5

                            SUCCESSOR CORPORATION

         SECTION 5.01      WHEN ALDERWOODS MAY MERGE, ETC.

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

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

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every covenant and obligation of this Indenture and the Seven-Year Notes on
the part of Alderwoods, to be performed or observed and, in each case, this
Indenture shall remain in full force and effect;

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

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

                  (iv) Alderwoods or the Surviving Entity, as the case may
be, shall have delivered to the Trustee an Officers' Certificate and an
Opinion of Counsel, each in form and substance reasonably satisfactory to the
Trustee, each stating that such consolidation, merger, sale, assignment,
conveyance, transfer, lease or other disposition and, if a supplemental
indenture is required in connection with such transaction or series of
transactions, such supplemental indenture, complies with this Indenture and
that all conditions precedent herein provided for relating to such
transaction or series of transactions have been complied with; PROVIDED,
HOWEVER, that solely for purposes of computing amounts described in subclause
(C) of Section 4.08, any such successor Person shall only be deemed to have
succeeded to and be substituted for Alderwoods with respect to periods
subsequent to the effective time of such merger, consolidation or transfer of
assets.

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

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

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

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

         SECTION 5.02      SUCCESSOR SUBSTITUTED.

         Upon any consolidation or merger, or any sale, assignment, conveyance,
transfer, lease or disposition of all or substantially all of the properties and
assets of Alderwoods in accordance with Section 5.01 hereof, the successor

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

                                   ARTICLE 6

                                    REMEDIES

         SECTION 6.01      EVENTS OF DEFAULT.

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

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

              (b) default in the payment of an installment of interest on any
Seven-Year Note, when the same becomes due and payable, and any such Default
continues for a period of 30 days;

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

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

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

              (f) default under any Indebtedness under which Alderwoods or
any Restricted Subsidiary then has outstanding in excess of $25,000,000 that
continues beyond any applicable grace period set forth in the documentation
governing such Indebtedness and either (x) such default arises from
Alderwoods' or a Restricted Subsidiary's failure to pay when due principal of
or interest on any such Indebtedness or (y) such Indebtedness is due and
payable in full or such default has resulted in the acceleration of the
maturity of such Indebtedness;

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

                    (1) commences a voluntary case or proceeding;

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

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

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

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

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

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

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

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

                    (3) orders the liquidation of Alderwoods or any Significant
              Subsidiary of Alderwoods, and in each case the order or decree
              remains unstayed and in effect for 60 days; or

              (i) actual invalidity (or the assertion thereof by Alderwoods
or any Subsidiary) of any Subsidiary Guarantee resulting from acts or
omissions of Alderwoods, other than in accordance with the terms hereof or
thereof.

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

         SECTION 6.02      ACCELERATION.

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

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


                                      36
<PAGE>

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

         SECTION 6.03      OTHER REMEDIES.

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

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

         SECTION 6.04      WAIVER OF PAST DEFAULTS.

         Subject to the provisions of Section 6.07 and 9.02, the Holders of not
less than a majority in aggregate principal amount of the outstanding Seven-Year
Notes by notice to the Trustee may, on behalf of the Holders of all the
Seven-Year Notes, waive any existing Default or Event of Default and its
consequences, except a Default or Event of Default specified in Section 6.01(a)
or (b) or in respect of any provision hereof that cannot be modified or amended
without the consent of the Holder so affected pursuant to Section 9.02. When a
Default or Event of Default is so waived, it shall be deemed cured and shall
cease to exist.

         SECTION 6.05      CONTROL BY MAJORITY.

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

         SECTION 6.06      LIMITATION ON SUITS.

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

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

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

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

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

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


                                      37
<PAGE>

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

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

         SECTION 6.07      RIGHT OF HOLDERS TO RECEIVE PAYMENT.

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

         SECTION 6.08      COLLECTION SUIT BY TRUSTEE.

         If an Event of Default specified in clause (a) or (b) of Section 6.01
occurs and is continuing, the Trustee may recover judgment in its own name and
as trustee of an express trust against Alderwoods or any other obligor on the
Seven-Year Notes for the whole amount of principal of, premium, if any, and
accrued interest remaining unpaid, together with interest on overdue principal
and, to the extent that payment of such interest is lawful, interest on overdue
installments of interest, in each case at the rate per annum borne by the
Seven-Year Notes and such further amount as shall be sufficient to cover the
costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel.

         SECTION 6.09      TRUSTEE MAY FILE PROOFS OF CLAIMS.

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

         SECTION 6.10      PRIORITIES.

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

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

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

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


                                      38
<PAGE>

               Fourth: the balance, if any, to Alderwoods.

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

         SECTION 6.11      UNDERTAKING FOR COSTS.

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

         SECTION 6.12      RESTORATION OF RIGHTS AND REMEDIES.

         If the Trustee or any Holder has instituted any proceeding to enforce
any right or remedy under this Indenture or any Seven-Year Note and such
proceeding has been discontinued or abandoned for any reason, or has been
determined adversely to the Trustee or to such Holder, then and in every such
case Alderwoods, the Trustee and the Holders shall, subject to any determination
in such proceeding, be restored severally and respectively to their former
positions hereunder, and thereafter all rights and remedies of the Trustee and
the Holders shall continue as though no such proceeding had been instituted.

                                  ARTICLE 7

                                  TRUSTEE

         SECTION 7.01      DUTIES.

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

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

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

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

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

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


                                      39
<PAGE>

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

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

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

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

         SECTION 7.02      RIGHTS OF TRUSTEE.

         Subject to the TIA:

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

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

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

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

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

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

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

         SECTION 7.03      INDIVIDUAL RIGHTS OF TRUSTEE.

         The Trustee, any Paying Agent, Registrar or any other agent of
Alderwoods, in its individual or any other capacity, may become the owner or
pledgee of Seven-Year Notes and, subject to Sections 7.11 and 7.12 and TIA


                                      40
<PAGE>

Sections 310 and 311, may otherwise deal with Alderwoods and its Subsidiaries
with the same rights it would have if it were not the Trustee, Paying Agent,
Registrar or such other agent.

         SECTION 7.04      TRUSTEE'S DISCLAIMER.

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

         SECTION 7.05      NOTICE OF DEFAULT.

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

         SECTION 7.06      MONEY HELD IN TRUST.

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

         SECTION 7.07      REPORTS BY TRUSTEE TO HOLDERS.

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

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

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

         SECTION 7.08      COMPENSATION AND INDEMNITY.

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

         Alderwoods shall indemnify the Trustee for, and hold it harmless
against, any loss or liability incurred by it arising out of or in connection
with the administration of this trust and its rights or duties hereunder,
including the costs and expenses of defending itself against any claim or
liability in connection with the exercise or performance of any of its powers or
duties hereunder. The Trustee shall notify Alderwoods promptly of any claim
asserted against the Trustee for which it may seek indemnity. Alderwoods shall
defend the claim and the Trustee shall cooperate in the defense. The Trustee may
have separate counsel and Alderwoods shall pay the reasonable fees and


                                      41
<PAGE>

expenses of such counsel. Alderwoods need not pay for any settlement made
without its prior written consent. Alderwoods need not reimburse any expense
or indemnify against any loss or liability to the extent incurred by the
Trustee through its negligence, bad faith or willful misconduct.

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

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

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

         SECTION 7.09      REPLACEMENT OF TRUSTEE.

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

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

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

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

              (d) the Trustee becomes incapable of acting.

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

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

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

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

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


                                      42
<PAGE>

         SECTION 7.10      SUCCESSOR TRUSTEE BY MERGER, ETC.

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

         SECTION 7.11      ELIGIBILITY; DISQUALIFICATION.

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

         SECTION 7.12      PREFERENTIAL COLLECTION OF CLAIMS AGAINST ALDERWOODS.

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

                                   ARTICLE 8

                     SATISFACTION AND DISCHARGE OF INDENTURE

         SECTION 8.01      TERMINATION OF THE OBLIGATION OF ALDERWOODS.

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

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

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

              (c) no Default or Event of Default with respect to this
Indenture or the Seven-Year Notes shall have occurred and be continuing on
the date of such


                                      43
<PAGE>

deposit or shall occur as a result of such deposit and such deposit will not
result in a breach or violation of, or constitute a default under, any other
instrument to which Alderwoods is a party or by which it is bound;

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

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

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

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

         SECTION 8.02      LEGAL DEFEASANCE AND COVENANT DEFEASANCE.

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

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

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

                                      44
<PAGE>

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

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

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

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

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

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

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

                  (vii) in the case of an election under either paragraph (b)
or (c) above, Alderwoods shall have delivered to the Trustee an Opinion of
Counsel to the effect that, (A) the trust funds will not be subject to any
rights of any other holders of Indebtedness of Alderwoods, and (B) after the
91st day following the deposit, the trust funds will not be subject to the
effect of any applicable Bankruptcy Law; PROVIDED, HOWEVER, that if a court
were to rule under any such law in any case or proceeding that the trust
funds remained property of


                                      45
<PAGE>

Alderwoods, no opinion needs to be given as to the effect of such laws on the
trust funds except the following: (x) assuming such trust funds remained in the
Trustee's possession prior to such court ruling to the extent not paid to
Holders of Seven-Year Notes, the Trustee will hold, for the benefit of the
Holders of Seven-Year Notes, a valid and enforceable security interest in such
trust funds that is not avoidable in bankruptcy or otherwise, subject only to
principles of equitable subordination, (y) the Holders of Seven-Year Notes will
be entitled to receive adequate protection of their interests in such trust
funds if such trust funds are used, and (z) no property, rights in property or
other interests granted to the Trustee or the Holders of Seven-Year Notes in
exchange for or with respect to any of such funds will be subject to any prior
rights of any other Person, subject only to prior Liens granted under Section
364 of Title 11 of the U.S. Bankruptcy Code (or any section of any other
Bankruptcy Law having the same effect), but still subject to the foregoing
clause (y); and

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

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

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

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

         SECTION 8.03      APPLICATION OF TRUST MONEY.

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

         SECTION 8.04      REPAYMENT TO ALDERWOODS.

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


                                      46
<PAGE>

then remaining will be repaid to Alderwoods. After payment to Alderwoods,
Holders entitled to money must look solely to Alderwoods for payment as
general creditors unless an applicable abandoned property law designates
another Person, and all liability of the Trustee or Paying Agent with respect
to such money shall thereupon cease.

         SECTION 8.05      REINSTATEMENT.

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

                                   ARTICLE 9

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

         SECTION 9.01      WITHOUT CONSENT OF HOLDERS.

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

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

              (b) to comply with Article 5;

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

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

         SECTION 9.02      WITH CONSENT OF HOLDERS.

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

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

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

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

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


                                      47
<PAGE>

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

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

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

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

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

              (i) impair the right to institute suit for the enforcement of
any payment on or with respect to the Seven-Year Notes; or

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

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

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

         SECTION 9.03      COMPLIANCE WITH TRUST INDENTURE ACT.

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

         SECTION 9.04      REVOCATION AND EFFECT OF CONSENTS.

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

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

         After an amendment, supplement or waiver becomes effective, it shall
bind every Holder; unless it makes a change described in any of clauses (a)
through (j) of Section 9.02; if it makes such a change, the amendment,


                                      48
<PAGE>

supplement or waiver shall bind every consenting Holder and subsequent Holder of
a Seven-Year Note or portion of a Seven-Year Note that evidences the same debt
as the consenting Holder's Seven-Year Note.

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

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

         SECTION 9.06      TRUSTEE MAY SIGN AMENDMENTS, ETC.

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

                                   ARTICLE 10

                             [INTENTIONALLY OMITTED]

                                   ARTICLE 11

                                  MISCELLANEOUS

         SECTION 11.01     TRUST INDENTURE ACT OF 1939.

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

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

         SECTION 11.02     NOTICES.

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

         If to Alderwoods or any Restricted Subsidiary or Subsidiary Guarantor:

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


                                      49
<PAGE>

         With a copy to:

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

         If to the Trustee to:

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

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

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

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

         SECTION 11.03     COMMUNICATION BY HOLDERS WITH OTHER HOLDERS.

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

         SECTION 11.04     CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

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

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

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

         SECTION 11.05     STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

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


                                      50
<PAGE>

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

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

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

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

         SECTION 11.06     RULES BY TRUSTEE, PAYING AGENT, REGISTRAR.

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

         SECTION 11.07     GOVERNING LAW.

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

         SECTION 11.08     CONSENT TO SERVICE OF PROCESS.

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

         SECTION 11.09     NO INTERPRETATION OF OTHER AGREEMENTS.

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

         SECTION 11.10     NO RECOURSE AGAINST OTHERS.

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


                                      51
<PAGE>

         SECTION 11.11     SUCCESSORS.

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

         SECTION 11.12     DUPLICATE ORIGINALS.

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

         SECTION 11.13     SEPARABILITY.

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

         SECTION 11.14     TABLE OF CONTENTS, HEADINGS, ETC.

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

         SECTION 11.15     BENEFITS OF INDENTURE.

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

                                    ARTICLE 12

                              SUBSIDIARY GUARANTEES

         SECTION 12.01     GUARANTEES.

         Each Restricted Subsidiary of Alderwoods that is a Wholly Owned
Subsidiary organized under the laws of any state or commonwealth of the United
States (other than the Excluded Subsidiaries) hereby unconditionally and
irrevocably guarantees (in such capacity, a "SUBSIDIARY GUARANTOR"), jointly and
severally, to each Holder and to the Trustee and its successors and assigns (a)
the full and punctual payment of principal of, premium, if any, and interest on
the Seven-Year Notes when due, whether at maturity, by acceleration, by
redemption or otherwise, and all other monetary obligations of Alderwoods under
this Indenture and the Seven-Year Notes and (b) the full and punctual
performance within applicable grace periods of all other obligations of
Alderwoods under this Indenture and the Seven-Year Notes (all the foregoing
being hereinafter collectively called the "OBLIGATIONS"). Each Subsidiary
Guarantor further agrees that the Obligations may be extended or renewed, in
whole or in part, without notice or further assent from such Subsidiary
Guarantor and that such Subsidiary Guarantor will remain bound under this
Article 12 notwithstanding any extension or renewal of any Obligation.

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


                                      52
<PAGE>

(e) the failure of any Holder or the Trustee to exercise any right or remedy
against any other guarantor of the Obligations, or (f) except as set forth in
Section 12.06, any change in the ownership of such Subsidiary Guarantor.

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

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

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

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

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

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

         SECTION 12.02     LIMITATION ON LIABILITY.

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

         SECTION 12.03     SUCCESSORS AND ASSIGNS.

         This Article 12 shall be binding upon each Subsidiary Guarantor and its
successors and assigns and shall enure to the benefit of the successors and
assigns of the Trustee and the Holders and, in the event of any transfer or


                                      53
<PAGE>

assignment of rights by any Holder or the Trustee, the rights and privileges
conferred upon that party in this Indenture and in the Seven-Year Notes shall
automatically extend to and be vested in such transferee or assignee, all
subject to the terms and conditions of this Indenture.

         SECTION 12.04     NO WAIVER.

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

         SECTION 12.05     MODIFICATION.

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

         SECTION 12.06     RELEASE OF SUBSIDIARY GUARANTORS.

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


                                      54
<PAGE>


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

                          ALDERWOODS GROUP, INC.


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



                          EACH SUBSIDIARY GUARANTOR
                          LISTED ON SCHEDULE 1.01 HERETO


                          By: /S/ BRADLEY D. STAM
                              -----------------------------------------------
                               Name:  Bradley D. Stam
                               Title:  Authorized Signatory



                          WELLS FARGO BANK MINNESOTA, NATIONAL
                          ASSOCIATION, as Trustee


                          By: /S/ JANE Y. SCHWEIGER
                              -----------------------------------------------
                               Name:  Jane Y. Schweiger
                               Title:  Assistant Vice President






                                      55
<PAGE>

                                                                  SCHEDULE 1.01

                              SUBSIDIARY GUARANTORS

ALASKA

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

ARIZONA

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

ARKANSAS

Alderwoods (Arkansas), Inc.

CALIFORNIA

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

COLORADO

Alderwoods (Colorado), Inc.

CONNECTICUT

Alderwoods (Connecticut), Inc.

DELAWARE

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

<Page>

DISTRICT OF COLUMBIA

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

FLORIDA

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

GEORGIA

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

HAWAII

Alderwoods (Hawaii), Inc.

IDAHO

Alderwoods (Idaho), Inc.

ILLINOIS

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

INDIANA

Advance Planning of America, Inc.

                                      2

<PAGE>


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

IOWA

Alderwoods (Iowa), Inc.

KANSAS

Alderwoods (Kansas), Inc.

KENTUCKY

Alderwoods (Partner), Inc.

LOUISIANA

Alderwoods (Louisiana), Inc.

MARYLAND

Alderwoods (Maryland), Inc.

MASSACHUSETTS

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

MICHIGAN

Alderwoods (Michigan), Inc.

MINNESOTA

Alderwoods (Minnesota), Inc.

MISSISSIPPI

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

MISSOURI

Alderwoods (Missouri), Inc.

MONTANA

Alderwoods (Montana), Inc.

NEBRASKA

Alderwoods (Nebraska), Inc.


                                      3

<PAGE>


NEVADA

Alderwoods (Nevada), Inc.

NEW HAMPSHIRE

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

NEW MEXICO

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

NEW YORK

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

NORTH CAROLINA

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

NORTH DAKOTA

Alderwoods (North Dakota), Inc.

OHIO

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

OKLAHOMA

Alderwoods (Oklahoma), Inc.

OREGON

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

PENNSYLVANIA

Alderwoods (Pennsylvania), Inc.
Bright Undertaking Company


                                      4

<PAGE>

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

RHODE ISLAND

Alderwoods (Rhode Island), Inc.

SOUTH CAROLINA

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

SOUTH DAKOTA

Alderwoods (South Dakota), Inc.

TENNESSEE

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

TEXAS

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

VIRGINIA

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

WASHINGTON

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

WEST VIRGINIA

Alderwoods (West Virginia), Inc.

WISCONSIN

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


                                      5

<PAGE>

WYOMING

Alderwoods (Wyoming), Inc.








                                      6

<PAGE>


                                                                   Schedule 4.12

                           NON-CASH DISPOSABLE ASSETS


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

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

                                      1/2

<PAGE>

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

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


                                      2/2



<PAGE>




                                                                     EXHIBIT A

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

                             ALDERWOODS GROUP, INC.

                          12 1/4% Senior Notes DUE 2009

No. ______                                                         $__________

CUSIP No.

         ALDERWOODS GROUP, INC., a corporation incorporated under the laws of
the State of Delaware (herein called "ALDERWOODS", which term includes any
successor corporation under the Indenture hereinafter referred to), for value
received, hereby promises to pay to CEDE & Co. or registered assigns, the
principal sum of _______________ Dollars on January 2, 2009, at the office or
agency of Alderwoods referred to below, and to pay interest thereon on March
15 and September 15, in each year, commencing on March 15, 2002, accruing
from the most recent Interest Payment Date to which interest has been paid or
duly provided for or, if no interest has been paid, from the Measurement Date
(subject to deduction as provided for in Section 2.01 of the Indenture), at
the rate of 12 1/4% per annum, until the principal hereof is paid or duly
provided for. Interest shall be computed on the basis of a 360-day year of
twelve 30-day months. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in the Indenture
referred to on the reverse hereof, be paid to the Person in whose name this
Global Note (or one or more Predecessor Notes) is registered at the close of
business on the Regular Record Date for such interest, which shall be March 1
or September 1 (whether or not a Business Day), as the case may be, next
preceding such Interest Payment Date (each a "REGULAR RECORD DATE"). Any such
interest not so punctually paid, or duly provided for, and interest on such
defaulted interest at the rate borne by the Global Notes, to the extent
lawful, shall forthwith cease to be payable to the Holder on such Regular
Record Date, and may be paid to the Person in whose name this Global Note (or
one or more Predecessor Notes) is registered at the close of business on a
special record date for the payment of such defaulted interest to be fixed by
the Trustee, notice of which shall be given to Holders of Global Notes not
less than 10 days prior to such special record date, or may be paid at any
time in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Global Notes may be listed, and upon such
notice as may be required by such exchange, all as more fully provided in
such Indenture.

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

                                     A-1
<PAGE>

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

                                     A-2
<PAGE>

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

         Dated:

                                                        ALDERWOODS GROUP, INC.


                                                        By:
                                                            ------------------
                                                            Name:
                                                            Title:



                                                        By:
                                                            ------------------
                                                            Name:
                                                            Title:

                                     A-3
<PAGE>

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

                                                 WELLS FARGO BANK MINNESOTA,
                                                 NATIONAL ASSOCIATION, Trustee


                                                 By:
                                                    ------------------
                                                    Authorized Officer


                                     A-4
<PAGE>

                            (Reverse of Global Note)

         1. INDENTURE. This Global Note is one of the duly authorized
Seven-Year Notes of Alderwoods designated as its 12 1/4% Senior Notes due
2009 (the "SEVEN-YEAR NOTES"), which may be issued under an indenture (herein
called the "INDENTURE") dated as of January 2, 2002, among Alderwoods Group,
Inc., a Delaware corporation, as issuer ("ALDERWOODS") and Wells Fargo Bank
Minnesota, National Association, a national banking association, as trustee
(herein called the "TRUSTEE," which term includes any successor Trustee under
the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights,
limitations of rights, duties, obligations and immunities thereunder of
Alderwoods, the Trustee and the Holders of the Seven-Year Notes, and of the
terms upon which the Seven-Year Notes are, and are to be, authenticated and
delivered.

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

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

         2.       REDEMPTION.

         (a) OPTIONAL REDEMPTION. Alderwoods may not optionally redeem the
Seven-Year Notes prior to the third anniversary of the Measurement Date.
Beginning on the third anniversary of the Measurement Date, Alderwoods may
elect to redeem some or all of the Seven-Year Notes at the redemption prices
(expressed as percentages of the principal amount of Seven-Year Notes being
redeemed) set forth below plus accrued and unpaid interest to the relevant
Redemption Date, if redeemed during the twelve-month period beginning on:

<TABLE>
<CAPTION>
YEAR                                                   PERCENTAGE

<S>                                                    <C>
the 3rd anniversary of the Measurement Date            106.250
the 4th anniversary of the Measurement Date            103.125
the 5th or 6th anniversary of the Measurement Date     100.000
</TABLE>


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

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

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

         5. DEFEASANCE. The Indenture contains provisions (which provisions
apply to this Seven-Year Note) for defeasance at any time of (a) the entire
indebtedness of Alderwoods under this Seven-Year Note and

                                     A-5
<PAGE>

(b) certain restrictive covenants and related Defaults and Events of Default,
in each case upon compliance by Alderwoods with certain conditions set forth
therein.

         6. AMENDMENTS AND WAIVERS. The Indenture permits, with certain
exceptions as therein provided, the amendment thereof and the modification of
the rights and obligations of Alderwoods and the rights of the Holders under
the Indenture at any time by Alderwoods and the Trustee with the consent of
the Holders of not less than a majority in aggregate principal amount of the
Seven-Year Notes at the time outstanding. The Indenture also contains
provisions permitting the Holders of specified percentages in aggregate
principal amount of the Seven-Year Notes at the time outstanding, on behalf
of the Holders of all the Seven-Year Notes, to waive compliance by Alderwoods
with certain provisions of the Indenture and certain past Defaults and Events
of Default under the Indenture and this Seven-Year Note and their
consequences. Any such consent or waiver by or on behalf of the Holder of
this Seven-Year Note shall be conclusive and binding upon such Holder and
upon all future Holders of this Seven-Year Note and of any Seven-Year Note
issued upon the registration of transfer hereof or in exchange herefor or in
lieu hereof whether or not notation of such consent or waiver is made upon
this Seven-Year Note.

         7. DENOMINATIONS, TRANSFER AND EXCHANGE. The Seven-Year Notes are
issuable only in registered form without coupons in denominations of $100 and
any integral multiple thereof. As provided in the Indenture and subject to
certain limitations therein set forth, the Seven-Year Notes are exchangeable
for a like aggregate principal amount of Seven-Year Notes of a different
authorized denomination, as requested by the Holder surrendering the same.

         As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Seven-Year Note is registrable on the
security register of Alderwoods, upon surrender of this Seven-Year Note for
registration of transfer at the office or agency of Alderwoods maintained for
such purpose in the Borough of Manhattan in the City of New York or at such
other office or agency of Alderwoods as may be maintained for such purpose,
duly endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Registrar duly executed by, the Holder hereof or such
Holder's attorney duly authorized in writing, and thereupon one or more new
Seven-Year Notes, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.

         No service charge shall be made for any registration of transfer or
exchange or redemption of Seven-Year Notes, but Alderwoods may require
payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.

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

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

                                     A-6
<PAGE>

                                   Schedule A

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

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

</Table>

                                     A-7
<PAGE>


                                                                     EXHIBIT B

                             ALDERWOODS GROUP, INC.

                          12 1/4% SENIOR NOTES DUE 2009

No. ______                                                        $ __________

CUSIP No.

         ALDERWOODS GROUP, INC., a corporation incorporated under the laws of
the State of Delaware (herein called "ALDERWOODS", which term includes any
successor corporation under the Indenture hereinafter referred to), for value
received, hereby promises to pay to [_______] or registered assigns, the
principal sum of _______________ Dollars on January 2, 2009, at the office or
agency of Alderwoods referred to below, and to pay interest thereon on March
15 and September 15, in each year, commencing on March 15, 2002, accruing
from the most recent Interest Payment Date to which interest has been paid or
duly provided for or, if no interest has been paid, from the Measurement Date
(subject to deduction as provided for in Section 2.01 of the Indenture), at
the rate of 12 1/4% per annum, until the principal hereof is paid or duly
provided for. Interest shall be computed on the basis of a 360-day year of
twelve 30-day months. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in the Indenture
referred to on the reverse hereof, be paid to the Person in whose name this
Physical Note (or one or more Predecessor Notes) is registered at the close
of business on the Regular Record Date for such interest, which shall be
March 1 or September 1 (whether or not a Business Day), as the case may be,
next preceding such Interest Payment Date (each a "REGULAR RECORD DATE"). Any
such interest not so punctually paid, or duly provided for, and interest on
such defaulted interest at the rate borne by the Physical Notes, to the
extent lawful, shall forthwith cease to be payable to the Holder on such
Regular Record Date, and may be paid to the Person in whose name this
Physical Note (or one or more Predecessor Notes) is registered at the close
of business on a special record date for the payment of such defaulted
interest to be fixed by the Trustee, notice of which shall be given to
Holders of Physical Notes not less than 10 days prior to such special record
date, or may be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the Physical Notes
may be listed, and upon such notice as may be required by such exchange, all
as more fully provided in such Indenture.

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

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

                                     B-1
<PAGE>

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

         Dated:

                                                        ALDERWOODS GROUP, INC.

                                                        By:
                                                            ------------------
                                                            Name:
                                                            Title:




                                                        By:
                                                            ------------------
                                                            Name:
                                                            Title:

                                     B-2




<PAGE>


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

                                                 WELLS FARGO BANK MINNESOTA,
                                                 NATIONAL ASSOCIATION, Trustee


                                                 By:
                                                     ------------------
                                                     Authorized Officer



                                     B-3


<PAGE>


                           (Reverse of Physical Note)

         1. INDENTURE. This Physical Note is one of the duly authorized
Seven-Year Notes of Alderwoods designated as its 12 1/4% Senior Notes due
2009 (the "SEVEN-YEAR NOTES"), which may be issued under an indenture (herein
called the "INDENTURE") dated as of January 2, 2002, among Alderwoods Group,
Inc., a Delaware corporation, as issuer ("ALDERWOODS") and Wells Fargo Bank
Minnesota, National Association, a national banking association, as trustee
(herein called the "TRUSTEE," which term includes any successor Trustee under
the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights,
limitations of rights, duties, obligations and immunities thereunder of
Alderwoods, the Trustee and the Holders of the Seven-Year Notes, and of the
terms upon which the Seven-Year Notes are, and are to be, authenticated and
delivered.

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

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

         2.       REDEMPTION.

         (a) OPTIONAL REDEMPTION. Alderwoods may not optionally redeem the
Seven-Year Notes prior to the third anniversary of the Measurement Date.
Beginning on the third anniversary of the Measurement Date, Alderwoods may
elect to redeem some or all of the Seven-Year Notes at the redemption prices
(expressed as percentages of the principal amount of Seven-Year Notes being
redeemed) set forth below plus accrued and unpaid interest to the relevant
Redemption Date, if redeemed during the twelve-month period beginning on:

<Table>
<Caption>

YEAR                                                   PERCENTAGE
<S>                                                    <C>

the 3rd anniversary of the Measurement Date            106.250
the 4th anniversary of the Measurement Date            103.125
the 5th or 6th anniversary of the Measurement Date     100.000

</Table>

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

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

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

         5. DEFEASANCE. The Indenture contains provisions (which provisions
apply to this Seven-Year Note) for defeasance at any time of (a) the entire
indebtedness of Alderwoods under this Seven-Year Note and (b)

                                     B-4

<PAGE>

certain restrictive covenants and related Defaults and Events of Default, in
each case upon compliance by Alderwoods with certain conditions set forth
therein.

         6. AMENDMENTS AND WAIVERS. The Indenture permits, with certain
exceptions as therein provided, the amendment thereof and the modification of
the rights and obligations of Alderwoods and the rights of the Holders under
the Indenture at any time by Alderwoods and the Trustee with the consent of
the Holders of not less than a majority in aggregate principal amount of the
Seven-Year Notes at the time outstanding. The Indenture also contains
provisions permitting the Holders of specified percentages in aggregate
principal amount of the Seven-Year Notes at the time outstanding, on behalf
of the Holders of all the Seven-Year Notes, to waive compliance by Alderwoods
with certain provisions of the Indenture and certain past Defaults and Events
of Default under the Indenture and this Seven-Year Note and their
consequences. Any such consent or waiver by or on behalf of the Holder of
this Seven-Year Note shall be conclusive and binding upon such Holder and
upon all future Holders of this Seven-Year Note and of any Seven-Year Note
issued upon the registration of transfer hereof or in exchange herefor or in
lieu hereof whether or not notation of such consent or waiver is made upon
this Seven-Year Note.

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

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

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

                                     B-5

<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

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

                                     Yes [ ]

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

                                  $ ___________


Date: __________     Your Signature: ________________________

                                     (Sign exactly as your name appears on the
                                      other side of this Seven-Year Note)



Signature Guarantee: _______________________

                                     B-6


<PAGE>



                                 ASSIGNMENT FORM

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

         I or we assign and transfer this Seven-Year Note to _________________

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


______________________________________________________________________________


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

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

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



Signature Guarantee: _________________________________