X0202 4 2006-11-28 1 0000927914 ALDERWOODS GROUP INC AWGI 0001122124 ELSON CHARLES M C/O ALDERWOODS GROUP, INC. 259 YORKLAND ROAD TORONTO A6 A6 M2J 5B2 ONTARIO, CANADA 1 0 0 0 Common Stock 2006-11-28 4 D 0 30047 20.00 D 0 D Stock Option (Right to Buy) 13.23 2006-11-28 4 D 0 30000 D 2012-02-20 Common Stock 30000 0 D Stock Option (Right to Buy) 7.59 2006-11-28 4 D 0 20000 D 2012-06-17 Common Stock 20000 0 D Stock Option (Right to Buy) 3.65 2006-11-28 4 D 0 20000 D 2013-03-26 Common Stock 20000 0 D Stock Option (Right to Buy) 11.99 2006-11-28 4 D 0 10000 D 2015-03-30 Common Stock 10000 0 D Stock Option (Right to Buy) 15.99 2006-11-28 4 D 0 35000 D 2015-07-26 Common Stock 35000 0 D This report relates to the exempt disposition of issuer securities by the reporting person pursuant to the agreement and plan of merger by and among Service Corporation International ("SCI"), a wholly-owned subsidiary of SCI and the issuer (the "Merger Agreement"). Disposed of pursuant to the Merger Agreement in exchange for a cash payment of $20.00 per share. This option to purchase issuer common stock (which provided for vesting of 25% of the option on each of the first and second anniversary of the date of grant (2/20/2002), with the remaining 50% of the option vesting on the third anniversary of the date of grant) was, immediately prior to the effective time of the merger, cancelled and surrendered by the reporting person for the right to receive a cash payment equal to the product of the number of shares subject to this option multiplied by the excess of (i) $20.00 per share over (ii) the per share exercise price of the option. This option to purchase issuer common stock (which provided for vesting of 25% of the option on each of the first and second anniversary of the date of grant (6/17/2002), with the remaining 50% of the option vesting on the third anniversary of the date of grant) was, immediately prior to the effective time of the merger, cancelled and surrendered by the reporting person for the right to receive a cash payment equal to the product of the number of shares subject to this option multiplied by the excess of (i) $20.00 per share over (ii) the per share exercise price of the option. This option to purchase issuer common stock (which provided for vesting of 25% of the option on each of the first and second anniversary of the date of grant (3/26/2003), with the remaining 50% of the option vesting on the third anniversary of the date of grant) was, immediately prior to the effective time of the merger, cancelled and surrendered by the reporting person for the right to receive a cash payment equal to the product of the number of shares subject to this option multiplied by the excess of (i) $20.00 per share over (ii) the per share exercise price of the option. This option to purchase issuer common stock (which provided for vesting of 25% of the option on each of the first and second anniversary of the date of grant (3/30/2005), with the remaining 50% of the option vesting on the third anniversary of the date of grant) was, immediately prior to the effective time of the merger, cancelled and surrendered by the reporting person for the right to receive a cash payment equal to the product of the number of shares subject to this option multiplied by the excess of (i) $20.00 per share over (ii) the per share exercise price of the option. This option to purchase issuer common stock (which provided for vesting of 25% of the option on each of the first and second anniversaries of the date of grant (7/26/2005), with the remaining 50% of the option vesting on the third anniversary of the date of grant) was, immediately prior to the effective time of the merger, cancelled and surrendered by the reporting person for the right to receive a cash payment equal to the product of the number of shares subject to this option multiplied by the excess of (i) $20.00 per share over (ii) the per share exercise price of the option. /s/ Azalea K. Angeles Azalea K. Angeles, Attorney-in-Fact for Charles M. Elson 2006-11-30