<PAGE>

                                 EXHIBIT 10.30
                                 -------------

                   RESIGNATION AND GENERAL RELEASE AGREEMENT
                   -----------------------------------------

This Resignation and General Release Agreement ("Agreement"), made this    31st
day of January 2002, by and between Dillis Ward ("Ward") an individual, and Rose
Hills Company, a corporation ("Rose Hills"), is a resignation agreement which
includes a general release of claims.

In consideration of the covenants undertaken and the releases contained in this
Agreement, Ward and Rose Hills agree as follows:

1.   Concurrently with the execution of this Agreement, Ward shall voluntarily
     resign from his position as President and Chief Executive Officer, and as
     an employee of Rose Hills in any other capacity by executing Exhibit A
     attached hereto, such resignation to be effective February 1, 2002. Rose
     Hills hereby accepts Ward's resignation.

2.   Rose Hills shall pay to Ward severance equal to two year's base pay
     ($500,000 plus an amount up to $10,000 for moving expenses). All payments
     hereunder are stated as gross amount and will be subject to standard
     withholding and authorized deductions. That sum ($500,000 minus withholding
     and authorized deductions) shall be paid in biweekly installments for a
     period of twenty-four months beginning February 2, 2002. Rose Hills will
     further pay for COBRA coverage for Ward during the eligible period.

3.   Rose Hills expressly denies any violation of any of its policies,
     procedures, state or federal laws or regulations. Accordingly, while this
     Agreement resolves all issues between Ward and Rose Hills relating to any
     alleged violation of Rose Hills' policies or procedures or any state or
     federal law or regulation, this Agreement does not constitute an
     adjudication or finding on the merits and it is not, and shall not be
     construed as, an admission by Rose Hills of any violation of its policies,
     procedures, state or federal laws or regulations. Moreover, neither this
     Agreement nor anything in this Agreement shall be construed to be or shall
     be admissible in any proceeding as evidence of or an admission by Rose
     Hills of any violation of its policies, procedures, state or federal laws
     or regulations. This Agreement may be introduced, however, in any
     proceeding to enforce the Agreement. Such introduction shall be pursuant to
     an order protecting its confidentiality.

4.   Except for those obligations created by or arising out of this Agreement,
     Ward on behalf of himself, his descendants, dependents, heirs, executors,
     administrators, assigns, and successors, and each of them, hereby covenants
     not to sue and fully releases and discharges Rose Hills, and its parent,
     subsidiaries and affiliates, past and present, and each of them, as well as
     its and their trustees, directors, officers, agents, attorneys, insurers,
     employees, shareholders, stockholders, representatives, assigns, and
     successors, past and present, and each of them, hereinafter together and
     collectively referred to as "Releasees," with respect to and from any and
     all claims, wages, demands, rights, liens, agreements, contracts,
     covenants, actions, suits, causes of action, obligations, debts, costs,
     expenses, attorneys' fees, damages, judgments, orders and liabilities of
     whatever kind or nature in law, equity or otherwise, whether now known or
     unknown, suspected or unsuspected, and whether or not concealed or hidden,
     which he now owns or holds or he has at any time heretofore owned or held
     or may in the future hold as against said Releasees, arising out of or in
     any way connected with his employment relationship with Rose Hills, or his
     voluntary resignation from employment or any other transactions,
     occurrences, acts or omissions or any loss, damage or injury whatever,
     known or unknown, suspected or unsuspected, resulting from any act or
     omission by or on the part of said Releasees, or any of them, committed or
     omitted prior to the date of this Agreement including, without limiting the
     generality of the foregoing, any claim under Title VII of the Civil Rights
     Act of 1964, the Age Discrimination in Employment Act, the Americans with
     Disabilities Act, the Family and Medical Leave Act of 1993, the California
     Fair Employment and Housing Act, the California Family Rights Act, or any
     claim for severance pay, bonus, sick leave, holiday pay, vacation pay, life
     insurance, health or medical insurance or any other fringe benefit,
     workers' compensation or disability, except that this Agreement shall not
     affect Ward's vested right to payment under the Retirement Plan for Rose
     Hills Employees and the Company's 401(k) Plan.

5.   It is the intention of Ward in executing this instrument that the same
     shall be effective as a bar to each and every claim, demand and cause of
     action hereinabove specified. In furtherance of this intention, Ward hereby
     expressly waives any and all rights and benefits conferred upon his by the
     provisions of SECTION 1542 OF THE CALIFORNIA CIVIL CODE and expressly
     consents that this Agreement shall be given full force and effect according
     to each and all of its express terms and provisions, including those
     related to unknown and unsuspected claims, demands and causes of action, if
     any, as well as those relating to any other claims, demands and causes of
     action hereinabove specified. SECTION 1542 provides:

          "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES
          NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE
          RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS
          SETTLEMENT WITH THE DEBTOR."

Ward acknowledges that he may hereafter discover claims or facts in addition to
or different from those which Ward now knows or believes to exist with respect
to the subject matter of this Agreement and which, if known or suspected at the
time of executing this Agreement, may have materially affected this settlement.
Nevertheless, Ward hereby waives any right, claim or cause of action that might
arise as a result of such different or additional claims or facts.  Ward
acknowledges that he understands the significance and consequence of such
release and such specific waiver of SECTION 1542.
<PAGE>

6.   Ward expressly acknowledges and agrees that, by entering into this
     Agreement, he is waiving any and all rights or claims that he may have
     arising under the Age Discrimination in Employment Act of 1967, as amended,
     which have arisen on or before the date of execution of this Agreement.
     Ward further expressly acknowledges and agrees that:

          a.  In return for this Agreement, he will receive compensation beyond
          that which he was already entitled to receive before entering into
          this Agreement;
          b.  He was orally advised and is hereby advised in writing by this
          Agreement to consult with an attorney before signing this Agreement;
          c.  He was given a copy of this Agreement on January 31, 2002, and
          informed that he had 21 days within which to consider the Agreement;
          and
          d.  He was informed that he has seven (7) days following the date of
          execution of the Agreement in which to revoke the Agreement.


7.   Ward acknowledges that by reason of his position with Rose Hills he has
     been given access to lists of customers, prices, and similar confidential
     or proprietary materials or information respecting Rose Hills' business
     affairs. Ward represents that he has held all such information
     confidential and will continue to do so, and that he will not use such
     information and relationships for any business (which term herein includes
     a partnership, firm, corporation or any others entity) without the prior
     written consent of Rose Hills.

8.   Ward and Rose Hills agree that the terms and conditions of this Agreement
     shall remain confidential as between the parties and neither shall disclose
     them to any others person, subject to the terms of this paragraph. Without
     limiting the generality of the foregoing, neither Ward nor Rose Hills will
     respond to or in any way participate in or contribute to any public
     discussion, notice or others publicity concerning, or in any way relating
     to, execution of this Agreement or the events (including any negotiations)
     which led to its execution. Without limiting the generality of the
     foregoing, Ward specifically agrees that he shall not disclose information
     regarding this Agreement to any current or former employee of Releasees.
     Ward hereby agrees that disclosure by his of any of the terms and
     conditions of the Agreement in violation of the foregoing shall constitute
     and be treated as a material breach of this Agreement. The only exceptions
     to the obligations imposed by this paragraph are that Ward may disclose the
     terms of this settlement to his immediate family, tax and financial
     advisors and legal counselors, and Rose Hills may disclose the terms of the
     settlement to anyone it reasonably believes necessary to effectuate the
     terms of this Agreement or is required to disclose under the Securities Act
     of 1934.

9.   Ward and Rose Hills each warrant and represent that neither has heretofore
     assigned or transferred to any person not a party to this Agreement any
     released matter or any part or portion thereof and each shall defend,
     indemnify and hold harmless the others from and against any claim
     (including the payment of attorneys' fees and costs actually incurred
     whether or not litigation is commenced) based on or in connection with or
     arising out of any such assignment or transfer made, purported or claimed.

10.  Ward and Rose Hills acknowledge that any employment or contractual
     relationship between them is terminated on February 1, 2002, and that they
     have no further employment or contractual relationship except as may arise
     out of this Agreement and that Ward waives any right or claim to
     reinstatement as an employee of Rose Hills and will not seek employment in
     the future with Rose Hills or any Releasee.

11.  Ward agrees that he shall be exclusively liable for the payment of all
     federal and state taxes which may be due as the result of the consideration
     received from the settlement of disputed claims as set forth herein and
     Ward hereby represents that he shall make payments on such taxes at the
     time and in the amount required. In addition, Ward hereby agrees fully to
     defend, indemnify and hold harmless Releasees and each of them from payment
     of taxes, interest and/or penalties that are required of them by any
     government agency at any time as the result of payment of the consideration
     set forth herein.

12.  This instrument constitutes and contains the entire agreement and final
     understanding concerning Ward's employment, voluntary resignation from the
     same and the others subject matters addressed herein between the parties.
     It is intended by the parties as a complete and exclusive statement of the
     terms of their agreement. It supersedes and replaces all prior negotiations
     and all agreements proposed or otherwise, whether written or oral,
     concerning the subject matters hereof. Any
<PAGE>

     representation, promise or agreement not specifically included in this
     Agreement shall not be binding upon or enforceable against either party.
     This is a fully integrated agreement.

13.  Either Ward or Rose Hills may revoke this Agreement in its entirety during
     the seven (7) days following execution of the Agreement by Ward. Any
     revocation of the Agreement must be in writing and hand delivered during
     the revocation period. This Agreement will become effective and enforceable
     seven (7) days following execution by Ward, unless it is revoked during the
     seven-day period.

14.  If any provision of this Agreement or the application thereof is held
     invalid, the invalidity shall not affect others provisions or applications
     of the Agreement which can be given effect without the invalid provisions
     or applications and to this end the provisions of this Agreement are
     declared to be severable.

15.  This Agreement shall be deemed to have been executed and delivered within
     the State of California, and the rights and obligations of the parties
     hereunder shall be construed and enforced in accordance with, and governed
     by, the laws of the State of California without regard to principles of
     conflict of laws.

16.  Each party has cooperated in the drafting and preparation of this
     Agreement. Hence, in any construction to be made of this Agreement, the
     same shall not be construed against any party on the basis that the party
     was the drafter.

17.  This Agreement may be executed in counterparts, and each counterpart, when
     executed, shall have the efficacy of a signed original. Photographic copies
     of such signed counterparts may be used in lieu of the originals for any
     purpose.

18.  Any dispute or controversy between Ward, on the one hand, and Rose Hills
     (or any others Releasee), on the others hand, in any way arising out of,
     related to, or connected with this Agreement or the subject matter thereof,
     or otherwise in any way arising out of, related to, or connected with
     Ward's employment with Rose Hills or the termination of Ward's employment
     with Rose Hills shall be resolved through final and binding arbitration in
     Los Angeles, California, pursuant to California Civil Procedure Code (S)(S)
     1282-1284.2. In the event of such arbitration, the prevailing party shall
     be entitled to recover all reasonable costs and expenses incurred by such
     party in connection therewith, including attorneys' fees. The nonprevailing
     party shall also be solely responsible for all costs of the arbitration,
     including, but not limited to, the arbitrator's fees, court reporter fees,
     and any and all others administrative costs of the arbitration, and
     promptly shall reimburse the prevailing party for any portion of such costs
     previously paid by the prevailing party. Any dispute as to the
     reasonableness of costs and expenses shall be determined by the arbitrator.

Except as may be necessary to enter judgment upon the award or to the extent
required by applicable law, all claims, defenses and proceedings (including,
without limiting the generality of the foregoing, the existence of the
controversy and the fact that there is an arbitration proceeding) shall be
treated in a confidential manner by the arbitrator, the parties and their
counsel, and each of their agents, and employees and all others acting on behalf
of or in concert with them.  Without limiting the generality of the foregoing,
no one shall divulge to any third party or person not directly involved in the
arbitration the contents of the pleadings, papers, orders, hearings, trials, or
awards in the arbitration, except as may be necessary to enter judgment upon an
award as required by applicable law.  Any court proceedings relating to the
arbitration hereunder, including, without limiting the generality of the
foregoing, to prevent or compel arbitration or to confirm, correct, vacate or
otherwise enforce an arbitration award, shall be filed under seal with the
court, to the extent permitted by law.

19.  No waiver of any breach of any term or provision of this Agreement shall be
     construed to be, or shall be, a waiver of any others breach of this
     Agreement. No waiver shall be binding unless in writing and signed by the
     party waiving the breach.

20.  In entering this Agreement, the parties represent that they have relied
     upon the advice of their attorneys, who are attorneys of their own choice,
     and that the terms of this Agreement have been completely read and
     explained to them by their attorneys, and that those terms are fully
     understood and voluntarily accepted by them.
<PAGE>

21.  All parties agree to cooperate fully and to execute any and all
     supplementary documents and to take all additional actions that may be
     necessary or appropriate to give full force to the basic terms and intent
     of this Agreement and which are not inconsistent with its terms.

I have read the foregoing Agreement and I accept and agree to the provisions it
contains and hereby execute it voluntarily with full understanding of its
consequences.

I declare under penalty of perjury under the laws of the State of California
that the foregoing is true and correct.

          EXECUTED this 31st day of January 2002, at Los Angeles County,
California.

                                           By: Dillis Ward
                                              -------------------------
                                               Dillis Ward


          EXECUTED this 31st day of January 2002, at Los Angeles County,
California.

                              ROSE HILLS COMPANY



                                By: /S/ Dennis Poulsen
                                   -----------------------------
                                        Dennis Poulsen
                                     Chairman of the Board
<PAGE>

                           ACKNOWLEDGMENT AND WAIVER
                           -------------------------

I, Dillis Ward, hereby acknowledge that I was given 21 days to consider the
foregoing Agreement and voluntarily chose to sign the Agreement prior to the
expiration of the 21-day period.

I declare under penalty of perjury under the laws of the State of California
that the foregoing is true and correct.

          EXECUTED this 31st day of January 2002, at Los Angeles County,
California.

                              /s/ Dillis Ward
                              ---------------
                              Dillis Ward
<PAGE>

                                   EXHIBIT A
                                   ---------



Mr. Dennis C. Poulsen
Chairman
Rose Hills Company

January 31, 2002

Dear Dennis:

This is to advise you that effective February 1, 2002, I hereby voluntarily
resign my position as President and Chief Executive Officer, and any other
capacity with Rose Hills Company and will not seek reemployment with Rose Hills
Company or any related entity.

                                            Sincerely yours,

                                            /S/ Dillis Ward
                                            --------------------------------
                                                Dillis Ward