PERFORMANCE PLAN DEFINITIONSAND PERFORMANCE CRITERIA FOR 2006 FOR THE ALDERWOODS SUPPORT FUNCTION ANNUAL INCENTIVE PLAN

Exhibit 10.1

PERFORMANCE PLAN DEFINITIONS AND PERFORMANCE CRITERIA FOR 2006
FOR THE ALDERWOODS SUPPORT FUNCTION ANNUAL INCENTIVE PLAN

2006 Performance Plan Definitions

1.               Accelerator:  The Accelerator is the amount that is paid for achievement above the financial target(s).

2.               Bonus Criteria:  The Bonus Criteria are the main financial targets that need to be met in order for a Bonus Award to be paid out. Refer to the Bonus Criteria chart in order to determine what targets you need to meet in order to receive a Bonus Award.

3.               EBITDA:  Earnings before Interest, Taxes, Depreciation and Amortization Impairment.

4.               Maximum Bonus Percentage:  The percentage of an employee’s regular earnings that will be received if maximum financial performance is achieved. This will not exceed two times the target bonus.

5.               Operating Margin:  Total Revenue minus Total Expenses.

6.               Overall Revenue:  Funeral Home Revenue plus Cemetery Revenue.

7.               Pre-Qualifier:  The Pre-Qualifier is the financial measure that has to be met in order to be eligible for consideration for a Bonus Award. No Bonus Award will be paid unless the Pre-Qualifier threshold is attained.

8.               Regular Earnings:  An employee’s regular wages/salary paid during the calendar year, excluding commissions, overtime pay and other forms of bonus or remuneration.

9.               Target Bonus Percentage:  The percentage of an employee’s regular earnings that will be received if 100% of the financial target(s) is achieved.

10.         Threshold:  The “Threshold” is the minimum performance achievement required to meet the Pre-Qualifier “gate” in order to qualify for a Bonus Award.

11.         Weighted Average:  An average that takes into account the proportional relevance of each component, rather than treating each component equally.