<PAGE>

               THE LOEWEN GROUP INC. BASIC EMPLOYEE SEVERANCE PLAN

1.       PURPOSE.

         The purpose of The Loewen Group Inc. Basic Employee Severance Plan (the
         "Plan") is to provide severance protection to certain employees
         designed to counteract the financial uncertainty created by the pending
         insolvency proceedings involving the Company. The Plan will apply to
         terminations of employment on or after the Effective Date with respect
         to each Eligible Employee and on or before the first anniversary of the
         Confirmation Date.

2.       DEFINITIONS.

         As used throughout the Plan, the following words and phrases shall have
         the following meanings, unless otherwise clearly or necessarily
         indicated by context:

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

         (b)      CASH SEVERANCE BENEFIT. "Cash Severance Benefit" means the
                  severance benefit described in Section 6(a) of the Plan.

         (c)      CAUSE. "Cause" means (i) neglect of duty, dishonesty or
                  misconduct in matters involving the Employer or the
                  performance of services for the Employer, (ii) loss of
                  qualification of licensure, (iii) stealing or unlawful use of
                  Employer property or monies, (iv) continued willful
                  insubordination after reasonable warning or reprimand, (v)
                  commission of a felony or any crime requiring intent or moral
                  turpitude, (vi) a violation of the Employer's anti-harassment
                  or drug use policies or (vii) actively and intentionally
                  pursuing interests of a competitor to the detriment of the
                  financial interests of the Employer.


         (d)      CHANGE IN CONTROL. "Change in Control" means any one of the
                  following events:

                  (i)      any "Person," as such term is used in Sections 13(d)
                           and 14(d) of the Securities Exchange Act of 1934, as
                           amended (the "Exchange Act"), is or becomes the
                           "beneficial owner" (as defined in Rule 13d-3 under
                           the Exchange Act), directly or indirectly, of
                           securities of the Company (not including any
                           securities acquired directly from the Company or its
                           affiliates) representing 25% or more of the combined
                           voting power of the Company's then outstanding voting
                           securities;

                  (ii)     the following individuals cease for any reason to
                           constitute a majority of the number of directors then
                           serving: individuals who, on the Confirmation Date,
                           constitute the Board and any new director (other than
                           a director whose initial assumption of office is in
                           connection with an actual or threatened election
                           contest, including but not limited to a consent
                           solicitation, relating to the election of directors
                           of the Company) whose

<PAGE>

                           appointment or election by the Board or nomination
                           for election by the Company's shareholders was
                           approved or recommended by a vote of at least
                           two-thirds (2/3) of the directors then still in
                           office who either were directors on the
                           Confirmation Date or whose appointment, election
                           or nomination for election was previously so
                           approved or recommended;

                  (iii)    there is consummated a merger, consolidation or
                           amalgamation of the Company or any direct or indirect
                           subsidiary of the Company with any other corporation,
                           other than (A) a merger, consolidation or
                           amalgamation that would result in the voting
                           securities of the Company outstanding immediately
                           prior thereto continuing to represent (either by
                           remaining outstanding or by being converted into
                           voting securities of the surviving or parent entity)
                           more than 33_% of the combined voting power of the
                           voting securities of the Company or such surviving or
                           parent entity outstanding immediately after such
                           merger, consolidation or amalgamation or (B) a
                           merger, consolidation or amalgamation effected to
                           implement a recapitalization of the Company (or
                           similar transaction) in which no Person (as defined
                           above), directly or indirectly, acquired 25% or more
                           of the combined voting power of the Company's then
                           outstanding securities (not including any securities
                           acquired directly from the Company or its
                           affiliates);

                  (iv)     the sale to a purchaser unaffiliated with the Company
                           of all or substantially all of the assets of the
                           Company; or (v) consummation of a plan or plans of
                           reorganization, compromise or arrangement in
                           connection with the insolvency proceedings pending at
                           the date hereof; or

                  (v)      consummation of a plan or plans of reorganization,
                           compromise or arrangement in connection with the
                           insolvency proceedings pending at the date hereof.

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

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

         (g)      CONFIRMATION DATE. "Confirmation Date" means the first to
                  occur of a Change in Control or the effective date of the plan
                  or plans of reorganization, compromise or arrangement
                  confirmed in the insolvency proceedings pending as the date
                  hereof.

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

         (i)      ELIGIBLE EMPLOYEE. "Eligible Employee" means all full-time
                  Canadian employees of any Employer who have positions with an
                  Employer below the level of funeral home or cemetery manager.

                                       2
<PAGE>

         (j)      EMPLOYER. "Employer" means each of the Company and those of
                  its divisions, subsidiaries and operating units, as are set
                  forth on Exhibit A, as such Exhibit may be amended from time
                  to time.

         (k)      PAY. "Pay" means (i) in the case of a salaried employee, his
                  or her annualized base salary divided by 52, or (ii) in the
                  case of an hourly employee, his or her hourly straight-time
                  rate of base salary multiplied by 40. Pay shall be determined
                  at the time of termination of employment without reduction for
                  any salary or wage reduction contributions made to an
                  Employer-sponsored plan, and shall exclude commissions,
                  overtime pay, bonuses and any other remuneration.

         (l)      QUIT. "Quit" means a termination of the employment
                  relationship initiated by, and voluntary on the part of, the
                  Eligible Employee.

         (m)      RELEASE AGREEMENT. "Release Agreement" means an agreement, in
                  a form that is acceptable to the Employer, under which the
                  Eligible Employee, 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.

3.       COVERAGE PERIOD.

         The Plan is effective as of the Effective Date with respect to Eligible
         Employees whose employment is terminated by the Employer on or after
         the Effective Date and on or prior to the first anniversary of the
         Confirmation Date.

4.       ELIGIBLE EMPLOYEES.

         (a)      An employee is eligible to receive severance benefits under
                  this Plan if he or she:

                  (i)      is an Eligible Employee;

                  (ii)     is not a temporary employee;

                  (iii)    is not covered by a collective bargaining agreement
                           between the Employer and a labor organization unless
                           such agreement expressly provides for coverage under
                           the Plan;

                  (iv)     is not a consultant or an independent contractor; and

                  (v)      executes a Release Agreement.

         (b)      All benefits under this Plan shall be provided in
                  consideration for, and conditioned upon, execution of (i) the
                  Release Agreement and (ii) a release by the Eligible Employee
                  of all current or future claims, known or unknown, arising on
                  or before the date of the release against the Employer and its
                  officers substantially in the form attached hereto as Exhibit
                  B. No

                                       3
<PAGE>

                  severance benefits shall be payable under this Plan unless
                  the employee has returned to the Employer all property of
                  the Employer and any information of a proprietary nature in
                  his or her possession.

5.       COVERED TERMINATION.

         Severance benefits will be payable to an Eligible Employee upon his or
         her involuntary termination of employment by an Employer, except that
         in no event shall severance benefits be payable:

         (a)      if the Eligible Employee is discharged for Cause, or Quits or
                  otherwise voluntarily terminates his or her employment;

         (b)      upon the death of the Eligible Employee during active
                  employment;

         (c)      upon the total and permanent disability of the Eligible
                  Employee;

         (d)      if the Eligible Employee's termination is due to the Eligible
                  Employee's failure to timely return to work upon expiration of
                  an authorized leave of absence;

         (e)      if the Eligible Employee's termination is due to his or her
                  refusal to transfer from one Employer to another Employer or
                  to another location of the Employer for a reasonably
                  comparable position; provided, however, that an Eligible
                  Employee whose employment is terminated as a result of his or
                  her reasonable refusal to transfer to an affiliate or another
                  Employer location for a reasonably comparable position that is
                  more than 100 miles from his or her current work location
                  shall not be ineligible for severance benefits hereunder by
                  reason of such refusal; or

         (f)      if a Change in Control of the Company occurs and the Eligible
                  Employee is offered employment with the successor entity, or
                  if the Company sells or otherwise disposes of the Employer at
                  which the Eligible Employee works and is offered employment
                  with the acquirer or an entity related to the acquirer;
                  provided that an Eligible Employee whose employment is
                  terminated as a result of his or her reasonable rejection of
                  an offer of employment at a location that is (i)(A) more than
                  100 miles from his or her current work location or (B) for
                  Canadian employees and corporate employees, in a country which
                  is different from the country of his or her current work
                  location and/or (ii) at Pay less than his or her salary with
                  his or her Employer (in the case of all Eligible Employees)
                  shall not be ineligible for severance benefits hereunder by
                  reason of such refusal.


6.       SEVERANCE BENEFIT.

         (a)      CASH BENEFITS. The Cash Severance Benefit payable to an
                  Eligible Employee who is entitled to a severance benefit under
                  the terms hereof shall be the amount set forth below or the
                  amount otherwise required by

                                       4
<PAGE>

                  statute to be paid to an Eligible Employee in the event of
                  termination, whichever is greater:

<TABLE>
<CAPTION>
         -------------------------------------- ---------------------- --------------------- ----------------------
                                                     LESS THAN 2           2-9 YEARS OF           10 YEARS OR
                                                       YEARS OF               SERVICE               MORE OF
                                                       SERVICE                                      SERVICE
         <S>                                     <C>                    <C>                   <C>
         -------------------------------------- ---------------------- --------------------- ----------------------
         EMPLOYEES AT OR OVER $60,000 (CDN)          6 weeks Pay           12 weeks Pay          15 weeks Pay
         ANNUAL PAY
         -------------------------------------- ---------------------- --------------------- ----------------------
         EMPLOYEES UNDER $60,000 (CDN) ANNUAL        4 weeks Pay           8 weeks Pay           12 weeks Pay
         PAY
         -------------------------------------- ---------------------- --------------------- ----------------------
</TABLE>

         (b)      VACATION. Eligible Employees who are entitled to a Cash
                  Severance Benefit shall be entitled to payment of any unused
                  accrued vacation time. Payment for such unused vacation shall
                  be paid in periodic installments corresponding to the
                  employee's normal payroll period as soon as practicable after
                  the date of termination.

         (c)      OTHER BENEFITS. Eligible Employees who are entitled to a Cash
                  Severance Benefit shall also be entitled to continued
                  participation in such medical, dental and term life insurance
                  benefit plans of the Employer as permit coverage of former
                  employees at the contribution level in effect for active
                  employees during the period of severance payments, or until
                  subsequently employed by another employer and eligible to
                  receive medical, dental and term life insurance benefits, if
                  sooner, in each case, subject to and in accordance with the
                  terms of the applicable plans.

         (d)      FORFEITURE OF BENEFITS. The Company reserves the right in its
                  sole and absolute discretion to cancel all benefits under this
                  Plan in the event an Eligible Employee engages in any activity
                  that the Employer considers detrimental to its interests as
                  determined by the Committee. Activities that the Employer
                  considers detrimental to its interests include, but are not
                  limited to:

                  (i)      any effort on the part of the Eligible Employee to
                           recruit or solicit employees of the Employer for
                           employment with another company;

                  (ii)     breach of any confidentiality and/or noncompetition
                           covenants to which the Eligible Employee may be
                           subject (through an employment agreement or
                           otherwise);

                  (iii)    making materially false or misleading statements
                           about the Employer, the Company or any affiliate
                           thereof or the services, officers or employees of any
                           thereof;

                  (iv)     holding himself or herself out as an active employee
                           of the Employer; or

                                       5
<PAGE>

                  (v)      breaching any of the terms of the Release Agreement
                           or the termination release described in Exhibit B.

7.       FORM AND TIMING OF SEVERANCE PAYMENTS.

         Severance benefits shall be paid in periodic installments corresponding
         to the Eligible Employee's normal payroll period commencing as soon as
         practicable after the employee's termination of employment and
         utilization of all accrued, unused vacation. Payment shall cease in the
         event an Eligible Employee (a) accepts full-time employment, or any
         other employment with another Employer, (b) is rehired by his or her
         Employer or (c) is offered employment by any Employer at a location
         that is not more than 50 miles from the location at which he or she
         last worked at while employed. If the Eligible Employee dies before the
         end of the installment period, the balance of payments will be paid to
         the Eligible Employee's estate.

8.       BREACH.

         In the event that an otherwise Eligible Employee 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 Eligible Employee under the
         Plan and, in addition, (a) the Company shall have no further obligation
         to that Eligible Employee pursuant to the Plan and (b) that Eligible
         Employee 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.

9.       ADMINISTRATION.

         (a)      PLAN ADMINISTRATION. The Committee shall administer the Plan.
                  The Committee shall keep or cause to be kept such records and
                  shall prepare or cause to be prepared such returns or reports
                  as may be required by law or necessary for the proper
                  administration of the Plan.

         (b)      POWERS AND DUTIES OF COMMITTEE. The Committee shall have the
                  full discretionary power and authority to construe and
                  interpret the Plan (including, without limitation, supplying
                  omissions from, correcting deficiencies in, or resolving
                  inconsistencies or ambiguities in, the language of the Plan);
                  to determine all questions of fact arising under the Plan,
                  including questions as to eligibility for and the amount of
                  benefits; to establish such rules and regulations (consistent
                  with the terms of the Plan) as it deems necessary or
                  appropriate for administration of the Plan; to delegate
                  responsibilities to others to assist it in administering the
                  Plan; and to perform all other acts it believes reasonable and
                  proper in connection with the administration of the Plan. The
                  Committee shall be entitled to rely on the records of the
                  Employer in determining any Eligible Employee's entitlement to
                  and the amount of benefits payable under the Plan.

                                       6
<PAGE>

         (c)      PLAN YEAR. The plan year shall be the calendar year.

         (d)      INDEMNIFICATION. Neither the Employers, the Board, the
                  Committee, nor any member of the Board or 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 Committee or the Employer shall be
                  conclusively presumed not to involve gross negligence or
                  willful misconduct. The members of the Board and the 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.


10.      CLAIMS AND APPEALS PROCEDURES.

         (a)      Any request or claim for Plan benefits must be made in writing
                  and shall be deemed to be filed by an Eligible Employee when a
                  written request is made by the claimant or the claimant's
                  authorized representative which is reasonably calculated to
                  bring the claim to the attention of the Committee.

         (b)      The Committee shall provide notice in writing to any Eligible
                  Employee when a claim for benefits under the Plan has been
                  denied in whole or in part. Such notice shall be provided
                  within 30 days of the receipt by the Committee of the Eligible
                  Employee's claim or, if special circumstances require, and the
                  Eligible Employee is so notified in writing, within 60 days of
                  the receipt by the Committee of the Eligible Employee's claim.
                  The notice shall be written in a manner calculated to be
                  understood by the claimant and shall:

                  (i)      set forth the specific reasons for the denial of
                           benefits;

                  (ii)     contain specific references to Plan provisions
                           relative to the denial;

                  (iii)    describe any material and information, if any,
                           necessary for the claim for benefits to be allowed,
                           that had been requested, but not received by the
                           Committee; and

                  (iv)     advise the Eligible Employee that any appeal of the
                           Committee's adverse determination must be made in
                           writing to the Committee within 60 days after receipt
                           of the initial denial notification, and must set
                           forth facts upon which the appeal is based.

         (c)      If notice of the denial of a claim is not furnished within the
                  time periods set forth above, the claim shall be deemed denied
                  and the claimant shall be permitted to proceed to the review
                  procedures set forth below. If the Eligible Employee fails to
                  appeal the Committee's denial of benefits in

                                       7
<PAGE>

                  writing and within 60 days after receipt by the claimant of
                  written notification of denial of the claim (or within 60
                  days after a deemed denial of the claim), the Committee's
                  determination shall become final and conclusive.

         (d)      If the Eligible Employee appeals the Committee's denial of
                  benefits within the established time frame, the Committee
                  shall re-examine all issues relevant to the original denial of
                  benefits. Any such claimant, or his or her duly authorized
                  representative may review any pertinent documents, as
                  determined by the Committee, and submit in writing any issues
                  or comments to be addressed on appeal.

         (e)      The Committee shall advise the Eligible Employee and such
                  individual's representative of its decision which shall be
                  written in a manner calculated to be understood by the
                  claimant, and include specific references to the pertinent
                  Plan provisions on which the decision is based. Such response
                  shall be made within 30 days of receipt of the written appeal,
                  unless special circumstances require an extension of such 30
                  day period for not more than an additional 30 days. Where such
                  extension is necessary, the claimant shall be given written
                  notice of the delay. If the decision on review is not
                  furnished within the time set forth above, the claim shall be
                  deemed denied on review.

         (f)      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, that
                  is not settled in accordance with the procedures outlined in
                  this Section, 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.
                  Before resorting to arbitration, an aggrieved Eligible
                  Employee must first follow the review procedure outlined in
                  this Section of the Plan. If there is still a dispute after
                  the procedures in this Section have been exhausted, 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 power to

                                       8
<PAGE>

                  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.

11.      UNFUNDED OBLIGATION.

         All benefits payable under this Plan shall constitute an unfunded
         obligation of the Employer. Payments shall be made, as due, from the
         general funds of the Employer of the Eligible Employee. This Plan shall
         constitute solely an unsecured promise by each Employer to pay
         severance benefits to employees to the extent provided herein.

12.      INALIENABILITY OF BENEFITS.

         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.

13.      WITHHOLDING.

         The Employer shall have the right to withhold from any amounts payable
         under this Plan such federal, state, provincial and local taxes or any
         other amounts that may be required by law to be withheld.

14.      AMENDMENT OR TERMINATION.

         The Company reserves the right to amend or terminate the Plan at any
         time without prior notice to or the consent of an employee. However, no
         amendment or termination shall adversely affect the rights of any
         Eligible Employee whose employment terminates prior to such amendment
         or termination. In addition, the Plan may not be amended so as to
         reduce the benefits payable, or terminated, prior to the first
         anniversary of the Confirmation Date. However, any employee whose
         employment continues after amendment of the Plan shall be governed by
         the terms of the Plan as so amended. Any employee whose employment
         continues after termination of the Plan shall have no right to a
         benefit under the Plan.

                                       9
<PAGE>

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

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

         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.

16.      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.

17.      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.

18.      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.

19.      SUCCESSORS.

         The Company will require any successor (whether direct or indirect, by
         purchase, merger, consolidation or otherwise) to all or substantially
         all of the business and/or assets of the Company to assume and agree
         expressly to perform this Plan in the same manner and to the same
         extent that the Company would be required to perform it if no such
         succession had taken place.

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

                                                     THE LOEWEN GROUP INC.


                                                     By:______________________

                                      10
<PAGE>


                                                                     EXHIBIT A

                             PARTICIPATING EMPLOYERS

<PAGE>


                                                                     EXHIBIT B

                           FORM OF TERMINATION RELEASE

                  In consideration of the payments to me under The Loewen Group
Inc. Basic Employee Severance Plan (the "Plan"), I do hereby waive and do hereby
unconditionally release, knowingly and willingly, The Loewen Group Inc. and its
subsidiaries, affiliates, successors, predecessors, employees, agents, directors
and officers, past and present, stockholders and estates (the "Company") from
any and all claims of any nature whatsoever I have arising out of my employment
and/or the termination of my employment with the Company or any of its
subsidiaries or affiliates, including, but not limited to the following: any
claims that I have for wrongful dismissal or breach of contract or claims
arising under or in connection with the EMPLOYMENT STANDARDS ACT or any amended
or successor legislation, any claims under human rights legislation or claims
for mental or physical disability or sickness or for insurance benefits and
including all loss or damage not now known or anticipated but which may arise in
the future.

                  In exchange for the said consideration, I agree that I will
not make any claim or take any proceeding in respect of any matter covered by
this release against any other person who or corporation which might claim
contribution or indemnity from the Company.

                  I hereby undertake and agree to indemnify the Company from and
against all claim or demands arising under the INCOME TAX ACT (CANADA) for or in
respect of withholding taxes which may arise from payments to me under the Plan
and any interest or penalties relating thereto and any reasonable costs or
expenses incurred in defending such claims or demands.

                  This Release shall in all respects be interpreted, enforced
and governed under the laws of the Province of [INSERT PROVINCE]. The language
of all parts of this Release shall in all cases be construed as a whole,
according to its fair meaning, and not strictly for or against any of the
parties.

                  I have had the opportunity to seek independent legal advice
and execute this Release freely, voluntarily and not under any duress.

                  The terms of this Release shall be considered separate from
each other, and if any shall be found to be invalid, it shall not affect the
validity of the remaining terms.

                  IN WITNESS WHEREOF, and intending to be legally bound hereby,
I have executed and delivered this Release on the date set forth below.

Date:_________________________________      __________________________________

                                            Name of Employee