<PAGE>

                              THE LOEWEN GROUP INC.

                            OPERATIONS INCENTIVE PLAN

1.       PURPOSE.

         The purpose of The Loewen Group Inc. Operations Incentive Plan (the
         "Plan") is to:

         (a)      Focus key operating employees on the achievement of financial
                  goals considered essential for the Company's success during
                  and after the pending insolvency proceedings.

         (b)      Promote the success and enhance the value of the Company by
                  linking the personal interests of Participants to those of the
                  Company by providing Participants with incentives for
                  excellent performance.

         (c)      Motivate, attract and retain top quality high performing key
                  employees.

         THIS PLAN SUPERCEDES AND REPLACES ALL PRIOR OPERATIONS INCENTIVE PLANS
         MAINTAINED BY THE LOEWEN GROUP INC. OR LOEWEN GROUP INTERNATIONAL, INC.

2.       DEFINITIONS.

         For the purposes of the Plan, the following terms shall have the
         meanings indicated.

         (a)      AWARD. "Award" means the amount paid as an incentive bonus
                  pursuant to Section 6 below.

         (b)      BOARD.  "Board" means the Board of Directors of the Company.

         (c)      COMPANY.  "Company" means The Loewen Group Inc.

         (d)      COMPENSATION COMMITTEE. " Compensation Committee" means the
                  Compensation Committee of the Board or such other committee of
                  the Board authorized by the Board to administer the Plan.

         (e)      CREDITORS' COMMITTEE. "Creditors' Committee" means the
                  official committee of unsecured creditors appointed by the
                  United States trustee for the District of Delaware in the
                  bankruptcy cases of certain of the Employers pending before
                  the United States Bankruptcy Court for the District of
                  Delaware, captioned LOEWEN GROUP INTERNATIONAL, INC., ET AL.,
                  Case No. 99-1244.

         (f)      DESIGNATED EMPLOYEE GROUP. "Designated Employee Group" means
                  any one of the groups of employees described on Exhibit A, as
                  such Exhibit may be amended from time to time.

<PAGE>

         (g)      EBITDA. "EBITDA" means the earnings of the Company or an
                  Operating Unit of the Company, before reduction for expenses
                  related to interest, taxes, depreciation and amortization, as
                  set forth in the approved operating budget of the Company each
                  year.

         (h)      EFFECTIVE DATE. "Effective Date" means the date on which an
                  individual Participant executes a Release Agreement.

         (i)      EMPLOYER. "Employer" means each of the Company and those of
                  its divisions, subsidiaries and Operating Units, as are set
                  forth on Exhibit B, as such Exhibit may be amended from time
                  to time.

         (j)      MAXIMUM AWARD PERCENTAGE. "Maximum Award Percentage" means the
                  percentage of Salary that a Participant is eligible to earn in
                  a Plan Year if the maximum Performance Goals established for
                  his Operating Unit are achieved or exceeded. The Maximum Award
                  Percentages for each Designated Employee Group are specified
                  on Exhibit A, as such Exhibit may be amended from time to
                  time.

         (k)      OPERATING CASH FLOW. "Operating Cash Flow" means the true cash
                  flow from operations of the applicable Employer, as determined
                  under a formula established by the Compensation Committee for
                  the Plan Year.

         (l)      OPERATING UNIT. "Operating Unit" means the business unit for
                  which a Participant performs services and shall consist of a
                  country, a region, a district or zone, or a funeral home or
                  cemetery location.

         (m)      PARTICIPANT. "Participant" means any full-time employee of an
                  Employer who becomes a Participant in the Plan as provided in
                  Section 4 and who has not ceased to be a Participant pursuant
                  to Section 4 or Section 6.

         (n)      PERFORMANCE GOALS. "Performance Goals" means the financial
                  criteria, including EBITDA and Operating Cash Flow,
                  established by the Compensation Committee pursuant to Sections
                  5(a) and 5(b) below to measure Operating Unit performance
                  during a Plan Year.

         (o)      PLAN. "Plan" means The Loewen Group Inc. Operations Incentive
                  Plan.

         (p)      PLAN YEAR. "Plan Year" means the calendar year. The first Plan
                  Year shall begin on January 1, 1999.

         (q)      RELEASE AGREEMENT. "Release Agreement" means an agreement, in
                  a form that is acceptable to the Employer, under which the
                  Participant, among other things, releases and waives any
                  rights, claims or entitlements that he or she may have at law
                  or under existing employment or consulting agreements or
                  company programs.

                                      2

<PAGE>
         (r)      SALARY. "Salary" means a Participant's rate of regular base
                  compensation, excluding commissions, overtime pay, bonuses and
                  any extra remuneration, determined at the end of a Plan Year,
                  or at the end of the relevant interim period within a Plan
                  Year, without reduction for any salary or wage reduction
                  contributions made to an Company sponsored plan.

         (s)      TARGET AWARD PERCENTAGE. "Target Award Percentage" means the
                  percentage of Salary that a Participant is eligible to earn in
                  a Plan Year if the targeted Performance Goals established for
                  his Operating Unit are achieved. The Target Award Percentages
                  for each Designated Employee Group are specified on Exhibit A,
                  as such Exhibit may be amended from time to time.

3.       PLAN ADMINISTRATION.

         (a)      Subject to the authority and powers of the Board, the
                  Compensation Committee shall administer the Plan. The
                  Compensation Committee shall have full authority to interpret
                  the Plan and to adopt such rules, regulations and procedures
                  for carrying out the Plan as it may deem necessary or
                  advisable, including without limitation, the authority to:

                  (i)      designate employees as Participants;

                  (ii)     designate and thereafter administer the Performance
                           Goals; and

                  (iii)    determine other terms and conditions related to
                           Awards (including to provide appropriate adjustments
                           or prorations of Awards in the case of Participants
                           who are hired, cease to be Participants or are
                           changed from one Designated Employee Group to another
                           during a Plan Year).

         (b)      Any dispute, controversy or claim arising out of or relating
                  to any Plan benefit, including, without limitation, any
                  dispute, controversy or claim as to whether the decision of
                  the Committee respecting the benefits under this Plan or
                  interpretation of this Plan is arbitrary and capricious, shall
                  be settled by final and binding arbitration in accordance with
                  the American Arbitration Association Employment Dispute
                  Resolution or the Rules of the Arbitration and Mediation
                  Institute of Canada, as appropriate. The Eligible Employee
                  must request arbitration in writing within the limitations
                  period set by applicable state, provincial or federal law.

                  The arbitrator shall be selected by mutual agreement of the
                  parties, if possible. If the parties fail to reach agreement
                  upon appointment of an arbitrator within 30 days following
                  receipt by one party of the other party's notice of desire to
                  arbitrate, the arbitrator shall be selected from a panel or
                  panels of persons submitted by the American Arbitration
                  Association (the "AAA") or the Arbitration and Mediation
                  Institute of Canada ("AMI"), as applicable. The selection
                  process shall be that which is set forth in the AAA Employment
                  Dispute Resolution Rules or similar process of the AMI, except
                  that, if the parties fail to select an arbitrator from one or
                  more panels, neither AAA nor AMI shall have the

                                      3

<PAGE>

                  power to make  an appointment but shall continue to submit
                  additional panels until an arbitrator has been selected.

                  All fees and expenses of the arbitration, including a
                  transcript if requested, will be shared by the parties
                  equally. The arbitrator shall have no power to amend, add to
                  or subtract from this Plan. The award shall be admissible in
                  any court or agency action seeking to enforce or render
                  unenforceable this Plan or any portion thereof. Any action to
                  enforce or vacate the arbitrator's award shall be governed by
                  the Federal Arbitration Act if applicable or such other
                  legislation as may be applicable in the jurisdiction where the
                  Eligible Employee ordinarily is a resident.

         (c)      All expenses and liabilities incurred by the Compensation
                  Committee in the administration of the Plan shall be borne by
                  the Company. The Compensation Committee may retain
                  accountants, attorneys or other advisors to render services in
                  connection with the administration of the Plan.

         (d)      Neither the Employers, the Board, the Compensation Committee,
                  nor any member of the Board or Compensation Committee, nor any
                  officer or employee of any Employer shall be personally liable
                  for any action, determination, or interpretation taken or made
                  in good faith with respect to the Plan. Any action taken or
                  omitted to be taken by any such person in good faith reliance
                  on the advice of any accountant, attorney or other advisor
                  retained by the Compensation Committee or the Employer shall
                  be conclusively presumed not to involve gross negligence or
                  willful misconduct. The members of the Board and the
                  Compensation Committee and the officers and employees of any
                  Employer shall be indemnified by the applicable Employer with
                  respect to any such liability to the fullest extent permitted
                  by applicable laws, rules and regulations.

4.       ELIGIBILITY.

         (a)      Each full-time employee who (i) is a member of a Designated
                  Employee Group on the Effective Date, (ii) is provided written
                  notification of participation by the Compensation Committee
                  and (iii) executes a Release Agreement shall be a Participant
                  in the Plan as of the Effective Date.

         (b)      Any other employee who becomes a member of a Designated
                  Employee Group after the adoption of this Plan by the Company
                  and is provided written notification of participation by the
                  Compensation Committee shall become a Participant in the Plan
                  as of the date membership in such Designated Employee Group
                  commences.

         (c)      Any Participant whose employment with the Employer terminates
                  for any reason shall cease to be a Participant, except for
                  Participants who transfer employment from one Employer to
                  another Employer during a Plan Year and continue as a member
                  of a Designated Employee Group at the new Employer.

                                      4

<PAGE>

         (d)      If an individual who became a Participant in the Plan pursuant
                  to Section 4(a) or 4(b) above later ceases to be a member of a
                  Designated Employee Group then such individual shall likewise
                  cease to be a Participant.

5.       DETERMINATION AND PAYMENT OF AWARDS.

         Determination and payment of Awards pursuant to the Plan shall be
         subject to the following terms and conditions:

         (a)      PERFORMANCE GOALS FOR FISCAL 1999. For the Plan Year ending on
                  December 31, 1999, Performance Goals will be set with
                  reference to the original fiscal 1999 operations budget
                  established for each Operating Unit within the Company's
                  Funeral Home division. The targeted Performance Goal for each
                  Operating Unit within the Funeral Home division shall be an
                  EBITDA amount equal to 98% of the relevant fiscal 1999
                  operations budget amount. The maximum Performance Goal for
                  each Operating Unit within the Funeral Home division shall be
                  an EBITDA amount equal to 109% of the relevant fiscal 1999
                  operations budget amount. Within 30 days of the Effective Date
                  of the Plan, each Participant shall receive written
                  confirmation of the range of applicable Performance Goals for
                  his Operating Unit in effect for Fiscal 1999.

         (b)      PERFORMANCE GOALS FOR SUBSEQUENT YEARS. For subsequent Plan
                  Years, Performance Goals will be set with reference to the
                  operations budget established for each Operating Unit within
                  the Company's Funeral Home division and Cemetery division by
                  the Compensation Committee, subject to review and approval,
                  prior to the confirmation of a plan of reorganization for the
                  Company, by the Creditors' Committee. Once approvals are
                  obtained, the targeted and maximum Performance Goals for each
                  Operating Unit shall be communicated in writing to
                  Participants within 15 days. The targeted and maximum
                  Performance Goals for each Operating Unit within the Funeral
                  Home division shall be expressed as percentages of budgeted
                  EBITDA, or such other performance measures as the Compensation
                  Committee shall approve. The targeted and maximum Performance
                  Goals for each Operating Unit within the Cemetery division
                  shall be expressed as percentages of budgeted Operating Cash
                  Flow, or such other performance measures as the Compensation
                  Committee shall approve. The Compensation Committee expressly
                  retains the ability under the Plan to adjust targeted
                  Performance Goals to reflect any asset sales or closings of
                  operating units or any other reconfigurations of the Company's
                  operations.

         (c)      CALCULATION OF FINAL AWARDS. After the end of a Plan Year,
                  Awards shall be calculated by comparing actual financial
                  results of each Operating Unit to the pre-established
                  Performance Goals applicable to that Operating Unit. When
                  making these calculations, actual financial results for each
                  Operating Unit will be reduced by an amount equal to total
                  Awards earned by Participants associated with that Operating
                  Unit and with the Operating Units subordinate to that
                  Operating Unit. If actual financial results are less than the
                  targeted Performance Goal, no award shall be earned. If actual
                  financial results equal the targeted

                                      5

<PAGE>

                  Performance Goal, an award equal to the Target Award
                  Percentage multiplied by a Participant's Salary shall
                  be earned. If actual financial results equal or exceed the
                  maximum Performance Goal, an award equal to the
                  Maximum Award Percentage multiplied by a Participant's
                  Salary shall be earned. If actual financial results
                  exceed the targeted Performance Goal but are less than
                  the maximum Performance Goal, an award percentage will be
                  determined by applying straight-line interpolation to the
                  Target Award Percentage and the Maximum Award Percentage with
                  reference to the relationship between actual financial results
                  and the targeted and maximum Performance Goals. The resulting
                  award percentage shall be multiplied by the Participant's
                  Salary to determine the Award earned for the Plan Year. If
                  interim awards, as described in Section 5(e) below, shall have
                  been paid to a Participant during a Plan Year, the Award
                  earned for the Plan Year shall be reduced by the total amount
                  of such interim awards. In addition, no Awards above the
                  Awards payable if actual financial results equal the targeted
                  Performance Goal will be payable for fiscal year 2000 if the
                  Employers, as a result of paying such incremental awards,
                  would not retain a substantial portion of the incremental cash
                  flow giving rise to such payments.

         (d)      ADJUSTMENTS TO FINAL AWARDS. The Company expressly retains the
                  ability under the Plan to: (i) adjust Awards based on
                  adjustments to targeted Performance Goals under Section 5(b)
                  above and (ii) adjust an individual Participant's Award
                  downward by as much as 33% based on the discretionary
                  assessment of that Participant's performance by his or her
                  direct supervisor. An adjustment pursuant to Section 5(b) or
                  this Section shall not be treated as an amendment to the Plan.

         (e)      CALCULATION OF INTERIM AWARDS. Payments of a portion of an
                  Award may be made on a biannual or quarterly schedule for
                  certain Designated Employee Groups, as described in Exhibit A.
                  Quarterly or biannual payments will be determined using the
                  methodology described above in Section 5(c), except that
                  cumulative financial results shall be calculated with respect
                  to the relevant interim period and then compared to the
                  established Performance Goals for such interim period. The
                  resulting award percentage calculated for any interim period
                  shall be multiplied by the Salary in effect at the end of the
                  relevant interim period. This product shall be multiplied by
                  50%, and reduced by any prior interim Awards for the Plan
                  Year. During the Plan Year ending on December 31, 1999,
                  interim awards paid for performance in the quarter ended March
                  31, 1999 under the prior Operations Incentive Plan, if any,
                  will reduce the first Award earned for that Plan Year.

         (f)      TIMING OF PAYMENT OF AWARD PAYABLE FOR PERFORMANCE THROUGH
                  JUNE 30, 1999. During the Plan Year ending on December 31,
                  1999, any Awards that would have been payable on June 30, 1999
                  if the payment schedule described in Exhibit A had been in
                  effect at that time, will be calculated and paid in cash
                  within 60 days of the Effective Date, using the method
                  described above in Sections 5(c), 5(d) and 5(e).

         (g)      TIMING OF PAYMENT OF SUBSEQUENT AWARDS. Awards earned with
                  respect to any Plan Year or any interim period ending after
                  the Effective Date shall be paid in

                                      6

<PAGE>


                  cash by the Employer within 90 days following the last day of
                  any Plan Year or interim period.

6.       TERMINATION OF EMPLOYMENT.

         In the event that a Participant's employment with the Employer
         terminates for any reason before the last day of a Plan Year, or if
         applicable, before the last day of an interim period for which an
         interim award is scheduled to be paid, the Participant will not be
         entitled to receive any Award under the Plan. Notwithstanding the
         foregoing, if a Participant becomes an employee of a successor employer
         upon the acquisition of his Operating Unit by such employer, then there
         shall be paid to such Participant promptly after the last day of the
         Plan Year in which such acquisition occurs (whether or not he or she
         remains an employee of the successor employer on such last day unless
         he or she voluntarily withdraws from the employ of such successor
         employer) an amount equal to the Award that would have been payable for
         such Plan Year based on actual financial results through the last day
         of the month prior to the date of acquisition. Such award will be
         prorated based on the number of complete months worked during the Plan
         Year prior to the date of acquisition.

7.       WITHHOLDING.

         The Employer shall have the right to withhold any taxes or any other
         amounts as are required to be withheld by law with respect to any
         payments due under the Plan.

8.       AMENDMENT OR TERMINATION.

         The Company may modify, amend or terminate the Plan, in whole or in
         part, at any time; provided, however, that any modification, amendment
         or termination of the Plan shall not, without the consent of the
         Participant, adversely affect any right to an Award for the Plan Year
         in which the modification, amendment or termination goes into effect
         after Performance Goals have been communicated. In addition, the Plan
         may not be terminated prior to January 1, 2001.

9.       BREACH.

         In the event that a Participant breaches any of his or her obligations
         under the Plan or any other documents or instruments executed herewith
         (including, without limitation, the Release Agreement), the Company
         shall have the right to demand the repayment of all or a portion of any
         amounts paid to the Participant under the Plan and, in addition, (a)
         the Company shall have no further obligation to that Participant
         pursuant to the Plan and (b) that Participant shall pay any expenses or
         damages incurred by the Company or the applicable Employer as a result
         of said breach, including all costs incurred by the Company or the
         applicable Employer, including reasonable attorneys' fees, in defending
         against any claims related to or arising from said breach.

                                      7

<PAGE>

10.      ASSIGNABILITY OF AWARDS.

         No Eligible Employee shall have the power to transfer, assign,
         anticipate, mortgage or otherwise encumber any rights or any amounts
         payable under this Plan; nor shall any such rights or amounts payable
         under this Plan be subject to seizure, attachment, execution,
         garnishment or other legal or equitable process, or for the payment of
         any debts, judgments, alimony, or separate maintenance, or be
         transferable by operation of law in the event of bankruptcy,
         insolvency, or otherwise. In the event a person who is receiving or is
         entitled to receive benefits under the Plan attempts to assign,
         transfer or dispose of such right, or if an attempt is made to subject
         such right to such process, such assignment, transfer or disposition
         shall be null and void.

11.      PLAN NOT A CONTRACT OF EMPLOYMENT; EMPLOYER'S POLICIES CONTROL.

         Nothing contained in this Plan shall give a Participant the right to be
         retained in the employment of an Employer. This Plan is not a contract
         of employment between the Employer and any Participant.

         Any dispute involving issues of employment other than claims for
         benefits under this Plan shall be governed by the appropriate
         employment dispute resolution policies and procedures of the Employer.

12.      ACTION BY AN EMPLOYER.

         Unless expressly indicated to the contrary herein, any action required
         to be taken by the Employer may be taken by action of its Board of
         Directors or by any appropriate officer or officers traditionally
         responsible for such determination or actions, or such other individual
         or individuals as may be designated by the Board of Directors or any
         such officer.

13.      GOVERNING LAW.

         The Plan shall be governed by and construed in accordance with the laws
         of the jurisdiction in which the Eligible Employee ordinarily is a
         resident.

14.      SEVERABILITY.

         If any provision of this Plan shall be held illegal or invalid for any
         reason, said illegality or invalidity shall not affect the remaining
         parts of this Plan, but this Plan shall be construed and enforced as if
         said illegal or invalid provision had never been included herein.

         IN WITNESS WHEREOF, the Company has caused this Plan to be adopted on
         the _____ day of October, 1999.

                                                 THE LOEWEN GROUP INC.


                                                 By:  _____________________

                                      8

<PAGE>

                                                                       EXHIBIT A
                                                                     PAGE 1 OF 2

      DESIGNATED EMPLOYEE GROUPS, TARGET AND MAXIMUM AWARD PERCENTAGES AND
                               FREQUENCY OF AWARDS
<TABLE>
<CAPTION>
    ---------------------------------------------- ------------------ --------------------- ---------------------

    DESIGNATED EMPLOYEE GROUPS FOR THE PLAN YEAR     TARGET AWARD        MAXIMUM AWARD
             ENDING ON DECEMBER 31, 1999              PERCENTAGE           PERCENTAGE       FREQUENCY OF AWARDS
    ---------------------------------------------- ------------------ --------------------- ---------------------
    <S>                                            <C>                <C>                   <C>
    ---------------------------------------------- ------------------ --------------------- ---------------------
    OPERATIONS COUNTRY MANAGEMENT

    ---------------------------------------------- ------------------ --------------------- ---------------------
         Country Executives                               25%                 50%                  Annual
    ---------------------------------------------- ------------------ --------------------- ---------------------
         VPs                                              20%                 40%                  Annual
    ---------------------------------------------- ------------------ --------------------- ---------------------
         Group Controller                                 15%                 30%                  Annual
    ---------------------------------------------- ------------------ --------------------- ---------------------

    ---------------------------------------------- ------------------ --------------------- ---------------------
    FUNERAL HOME REGIONAL OPERATIONS

    ---------------------------------------------- ------------------ --------------------- ---------------------
         RVPs                                             40%                 80%                  Annual
    ---------------------------------------------- ------------------ --------------------- ---------------------
         VPs                                              30%                 60%               Semi-Annual
    ---------------------------------------------- ------------------ --------------------- ---------------------
         Controllers                                      20%                 40%               Semi-Annual
    ---------------------------------------------- ------------------ --------------------- ---------------------
         Regional Managers                                20%                 40%                Quarterly
    ---------------------------------------------- ------------------ --------------------- ---------------------

    ---------------------------------------------- ------------------ --------------------- ---------------------
    FUNERAL HOME LOCATIONS

    ---------------------------------------------- ------------------ --------------------- ---------------------
         Location Managers                                5%                  15%               Semi-Annual
    ---------------------------------------------- ------------------ --------------------- ---------------------
         Primary Arrangers                                3%                  10%               Semi-Annual
    ---------------------------------------------- ------------------ --------------------- ---------------------
         Other FH Employees                               3%                   7%               Semi-Annual
    ---------------------------------------------- ------------------ --------------------- ---------------------
</TABLE>

                                      9

<PAGE>



                                                                       EXHIBIT A
                                                                     PAGE 2 OF 2

      DESIGNATED EMPLOYEE GROUPS, TARGET AND MAXIMUM AWARD PERCENTAGES AND
                               FREQUENCY OF AWARDS
<TABLE>
<CAPTION>
    ------------------------------------------------ ---------------- --------------------- ---------------------

       DESIGNATED EMPLOYEE GROUPS FOR PLAN YEARS      TARGET AWARD       MAXIMUM AWARD
            ENDING AFTER DECEMBER 31, 1999             PERCENTAGE          PERCENTAGE       FREQUENCY OF AWARDS
    ------------------------------------------------ ---------------- --------------------- ---------------------
    <S>                                              <C>              <C>                   <C>
    ------------------------------------------------ ---------------- --------------------- ---------------------
    OPERATIONS COUNTRY MANAGEMENT

    ------------------------------------------------ ---------------- --------------------- ---------------------
         Country Executives                                50%                100%                 Annual
    ------------------------------------------------ ---------------- --------------------- ---------------------
         VPs                                               40%                80%                  Annual
    ------------------------------------------------ ---------------- --------------------- ---------------------
         Group Controller                                  30%                60%                  Annual
    ------------------------------------------------ ---------------- --------------------- ---------------------

    ------------------------------------------------ ---------------- --------------------- ---------------------
    CEMETERY REGIONAL OPERATIONS

    ------------------------------------------------ ---------------- --------------------- ---------------------
         RVPs                                              40%                80%                  Annual
    ------------------------------------------------ ---------------- --------------------- ---------------------
         VPs                                               30%                60%               Semi-Annual
    ------------------------------------------------ ---------------- --------------------- ---------------------
         Controllers                                       20%                40%               Semi-Annual
    ------------------------------------------------ ---------------- --------------------- ---------------------
         Regional Managers - Cemetery                      20%                40%                Quarterly
    ------------------------------------------------ ---------------- --------------------- ---------------------
         Regional Managers - Adv. Plnng                    20%                40%                Quarterly
    ------------------------------------------------ ---------------- --------------------- ---------------------

    ------------------------------------------------ ---------------- --------------------- ---------------------
    FUNERAL HOME REGIONAL OPERATIONS

    ------------------------------------------------ ---------------- --------------------- ---------------------
         RVPs                                              40%                80%                  Annual
    ------------------------------------------------ ---------------- --------------------- ---------------------
         VPs                                               30%                60%               Semi-Annual
    ------------------------------------------------ ---------------- --------------------- ---------------------
         Controllers                                       20%                40%               Semi-Annual
    ------------------------------------------------ ---------------- --------------------- ---------------------
         Regional Managers                                 20%                40%                Quarterly
    ------------------------------------------------ ---------------- --------------------- ---------------------

    ------------------------------------------------ ---------------- --------------------- ---------------------
    FUNERAL HOME LOCATIONS

    ------------------------------------------------ ---------------- --------------------- ---------------------
         Location Managers                                 5%                 15%               Semi-Annual
    ------------------------------------------------ ---------------- --------------------- ---------------------
         Primary Arrangers                                 3%                 10%               Semi-Annual
    ------------------------------------------------ ---------------- --------------------- ---------------------
         Other FH Employees                                3%                  7%               Semi-Annual
    ------------------------------------------------ ---------------- --------------------- ---------------------
</TABLE>

                                      10

<PAGE>

                                                                       EXHIBIT B

                             PARTICIPATING EMPLOYERS

                                      11