0001193125-03-032812 Sample Contracts

July 1, 2003 Mr. Dennis C. Poulsen Long Beach, CA 90803 Dear Dennis:
Rose Hills Co • August 11th, 2003 • Services-personal services • California

This letter will confirm the terms of our agreement concerning your appointment as non-executive Chairman of the Board of Rose Hills Company (the “Company”) effective July 1, 2003.

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RELEASE AGREEMENT
Release Agreement • August 11th, 2003 • Rose Hills Co • Services-personal services

This RELEASE AGREEMENT (“Agreement”) is made and entered into by and between ALDERWOODS GROUP, INC. (“Alderwoods”), ROSE HILLS COMPANY (“Rose Hills”), as well their respective parent companies, subsidiaries, affiliates, successors, predecessors, employees, agents, directors and officers, past and present, stockholders and estates (collectively referenced herein as “the Company”), and DENNIS C. POULSEN, his dependents, heirs, attorneys, agents, successors and assigns (collectively referenced herein as “Poulsen”“ or “Employee”).

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • August 11th, 2003 • Rose Hills Co • Services-personal services • California

This amended and restated Employment Agreement is made this 1st day of July 2003 by and between Rose Hills Company (“the Company”) and Kenton C. Woods (“Woods”).

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