<PAGE>
 
                                                                   Exhibit 10.12
                                                                   -------------
                              EMPLOYMENT AGREEMENT
                              --------------------

This Agreement is made this 1st day of December 1998 by and between Rose Hills
Company ("the Company") and Kenton C. Woods.

WHEREAS, it is the mutual intent of the parties hereto that Woods be employed as
Senior Vice President and Chief Financial Officer of the Company, and

WHEREAS, it is the intent to set forth in this Agreement the terms and
conditions of said employment.

In consideration of these premises and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereby
covenant and agree as follows:

1.  Employment
    ----------

    1.1  During the term of this Agreement and subject to its terms and
         conditions, Woods shall be employed as Senior Vice President and Chief
         Financial Officer of the Company. In said capacity, Woods shall report
         to the Chief Executive Officer of the Company or to such person(s) as
         the Board of Directors of the Company ("the Board") may, from time to
         time direct, and shall have such powers, responsibilities and
         authorities as may be, from time to time, assigned to him by the Board.

    1.2  This Agreement shall continue in effect without interruption until
         terminated according to its terms.

    1.3  During the term hereof, Woods shall devote his full working time and
         efforts, to the best of his ability, experience and talent, to the
         performance of services, duties and responsibilities as an Officer of
         the Company.

2.  Compensation
    ------------

     2.1  During the term hereof, Woods shall be paid by the Company a base
          salary ("Base Salary") at the rate of $155,182 per annum, provided
          that said Base  Salary shall be reviewed annually.  Any increase in
          the Base Salary shall be at the sole discretion of the Company.  In
          the event that the Company, in the exercise of said discretion,
          increases the Base  Salary,  the  Base  Salary, as so increased, shall
          thereafter be the "Base Salary" for the purposes of this Agreement.

     2.2  In addition to his Base Salary, Woods shall be paid an annual bonus
          ("the Bonus") based upon the Company's performance in each fiscal year
          as measured  against  EBITDA  targets  established  for the Company.
          The amount of Bonus will be in the range of 0% - 100% of the Base
          Salary according to the schedule set forth in Exhibit A, however, for
          1998 the maximum bonus shall be 50%.  EBITDA target for 1998 shall be
          $30.0 million.  EBITDA targets for years after 1998 shall be
          determined by the Board, in its sole discretion. For the purposes of
          this Agreement the term "EBITDA" shall be defined as in the Put/Call
          Agreement dated November 19, 1996 ("the Put/Call Agreement"), among
          Blackstone Capital Partners II Merchant Banking Fund L.P., Blackstone
          Rose Hills Offshore Capital Partners 11 L.P., and Blackstone Family
          Investment Partnership 11 L.P. (collectively "Blackstone") Loewen
          Group International Inc., and The Loewen Group Inc. (collectively
          "Loewen"), Roses Delaware, Inc. and RHI Management Direct L.P.

3.  Employee Benefits
    -----------------

     3.1  The Company shall provide Woods, during the term of this Agreement,
          coverage under employee pension and welfare benefit programs, plans
          and practices consistent with such benefits as are made available from
          time to time to other senior executives of the Company ("Benefits").

     3.2  Woods shall be entitled to no less than twenty-five business days paid
          vacation in each calendar year, which shall be taken at such time as
          Is consistent with Woods' responsibilities hereunder. Unless otherwise
<PAGE>
 
          approved by the Company, any vacation days not taken in any calendar
          year shall be forfeited without pay therefor.

4.  Termination
    -----------

     4.1  Woods shall have the right to terminate this Agreement at any time at
          upon 90 days notice to the Company.  In the event that Woods so
          terminates, he shall be entitled, at the time the termination becomes
          effective, to a lump sum payment from the Company,-(i) in respect of
          vacation accrued, but not used ("Vacation Payment") and (ii) for
          compensation earned under the terms of paragraph 2.1 hereof, but not
          paid ("Compensation Payment") as of the effective date of the
          termination. Said Compensation Payment shall not include all or any
          part of any Bonus in respect of the year in which said termination
          occurs. If Woods terminates this Agreement, he shall not be entitled
          to receive any payment, benefit, or compensation from the Company, by
          way of Base salary, Bonus, benefits, severance payment or otherwise,
          except as expressly set forth in this paragraph.

     4.2  The Company shall have the right to terminate this Agreement and
          Woods' employment with the Company for cause at any time. As used
          herein, the term "Cause" shall include (I) willful malfeasance or
          willful misconduct by Woods in connection with his employment, (ii)
          any failure or refusal by Woods to perform his duties hereunder or to
          follow any lawful direction from the Company which refusal or failure
          continues after Woods has been given notice by the Company that it
          deems that such failure or refusal has occurred, (iii) any breach by
          Woods of Section 5 herein or any other material breach of this
          Agreement, or (iv) the commission by Woods of any violation of law in
          connection with the performance of his duties hereunder, any
          misdemeanor involving moral turpitude or any felony. Except as
          explicitly provided in this paragraph, the Company shall not be
          required to provide Woods with advance notice of termination for
          cause.

     4.3  In the event that Woods is terminated for cause under the terms of
          paragraph 4.2, he shall be entitled to receive a lump sum payment from
          the Company in respect of the Vacation Payment and the Compensation
          Payment. Said Compensation Payment shall not include all or any part
          of the Bonus in respect of the year in which said termination occurs.
          If Woods is terminated for cause under paragraph 4.2, he shall not be
          entitled to receive any payment, benefit, or compensation from the
          Company, by way of Base salary, Bonus, benefits, severance payment or
          otherwise, except as expressly set forth in this paragraph 4.3.

     4.4  The Company shall have the right to terminate this Agreement at any
          time, with or without reason, or for any reason, upon 12 months notice
          to Woods. In the event of a termination under this paragraph, Woods
          shall be entitled to receive:

          (a)  his Base Salary through the effective date of the termination
               ("the Termination Date"),

          (b)  Benefits, as defined in paragraph 3.1 hereof, through the
               Termination Date,

          (c)  Bonus, to the extent payable under paragraph 2.2 hereof, in
               respect of any year completed prior to the Termination Date,

          (d)  if the termination becomes effective at any time in a year ("the
               Termination Year") other than at year-end, a pro rated portion of
               the Bonus in respect of the Termination Year, based upon the
               number of months completed in the Termination Year as of the
               Termination Date (the "Termination Bonus"). Said Termination
               Bonus shall be calculated, after the close of the  Termination
               Year, by multiplying (I) the Bonus to which Woods would have been
               entitled for the entire year, as if he had not been terminated
               before the end of the year, by (ii) 0.083 for each complete
               calendar month during which Woods was employed by the Company
               during that year. For example, if this Agreement were to be
               terminated during the sixth month of a  year, the Termination
               Bonus payable to Woods for that year would be calculated as:

                    TB B x 5(.083)

                    where TB =   The Termination Bonus to be paid,

                                       2
<PAGE>
 
                         B =   The Bonus that would have been payable if this
                                Agreement had not been terminated before  year-
                                end, and
    
                         5 =   The number of complete months of employment prior
                                to termination, and

               If this Agreement is terminated by the Company other than for
               cause, Woods shall not be entitled to receive any payment,
               benefit, or compensation from the Company, by way of Base salary,
               Bonus, benefits, severance payment or otherwise, except as
               expressly set forth in this paragraph 4.4.

5.   Confidential Information Non-Competition
     ----------------------------------------

     5.1  Woods shall not, without the prior written consent of the Company,
          use, divulge, disclose or make accessible to any other person, firm,
          partnership, corporation or other entity any Confidential Information
          pertaining to the business of the Company, Loewen, Blackstone, or any
          of their respective affiliates, except (I) while employed by the
          Company, in the business of and for the benefit of the Company, or
          (ii) when required to do so by a court of competent jurisdiction, by
          any governmental agency having supervisory authority over the business
          of the Company, or by any administrative agency or legislative body
          (including a committee thereof) with jurisdiction to order Woods or
          the Company to divulge, disclose or make accessible such information.
          For the purposes of this paragraph 5.1, "Confidential Information"
          shall mean all non-public information concerning the financial data,
          strategic business plans, product development (or other proprietary
          product data), customer lists, marketing plans and other non public,
          proprietary and confidential information of the Company, Blackstone,
          Loewen, or any of their parent, subsidiary or affiliated companies, or
          customers that is not otherwise available to the public (other than by
          Woods' breach of this Agreement).

     5.2  During the period of his employment hereunder and for two years
          thereafter, Woods agrees that, without the prior written consent of
          the Company, (a) he will not, either directly or indirectly, either as
          principal, manager, agent, consultant, officer, stockholder, partner,
          investor, lender, or employee, or in any other capacity, carry on, be
          engaged in or have any financial interest in, any business which is in
          competition with the business of the Company or Loewen or any of their
          parent, subsidiary or affiliated companies, and (b) he will not, on
          his own behalf or on behalf of any person, firm or company other than
          the Company, directly or indirectly, solicit or offer employment to
          any person who has been employed by the Company, Loewen, Blackstone or
          any of their parent, subsidiary or affiliated companies at any time
          during the 12 months immediately preceding such solicitation.

     5.3  For the purposes of paragraph 5.2, a business shall be deemed to be in
          competition with the Company or Loewen if it owns, operates or manages
          a funeral home or cemetery property that is located within 10 miles of
          Rose Hills Memorial Park and Mortuary.  Nothing in this Agreement
          shall be construed to bar Woods from accepting employment with a
          funeral home or cemetery property or in any other geographic region.

     5.4  Woods and the Company agree that the covenant of paragraphs 5.2 and
          5.3 are reasonable under the circumstances, and farther agree that if
          in the opinion of any court of competent jurisdiction such restraint
          is not reasonable in any respect, that, without  further action by the
          parties, said covenant shall be deemed modified so as to have the
          broadest possible scope, consistent with the opinion of said court,
          and shall be enforceable as so modified.

     5.5  Woods agrees that any breach of the covenants of this section 5 would
          cause irreparable injury to the Company, Loewen and Blackstone for
          which monetary damages would not be an adequate remedy.  Accordingly,
          Woods agrees that, in the event of such breach, the Company, Loewen or
          Blackstone, in addition to pursuing any other remedies that they may
          have in law or in equity, (i) may cease making any payments otherwise
          required by this Agreement, and (ii) shall be entitled to a temporary
          injunction and permanent injunction restraining any further violation
          of this Agreement by Woods.

6.  Arbitration
    -----------

     6.1  Any and all disputes and claims arising from or in relation to this
          Agreement, with the exception of (i) an action by the Company, Loewen
          or Blackstone for injunctive relief under section 5 of this Agreement,
          or (ii) an action by Woods under federal or state laws against
          discrimination in employment, shall be resolved through arbitration in
          Los Angeles, California under the auspices and rules of the American
          Arbitration

                                       3
<PAGE>
 
          Association Any action for injunctive relief under section 5 hereof or
          under federal or state anti-discrimination laws may be brought in any
          court of competent jurisdiction.

     6.2  In the event that either party to this Agreement, or Loewen or
          Blackstone brings a claim or action for enforcement of this Agreement,
          or otherwise relating to or arising from this Agreement, the
          prevailing party shall be entitled to recover his or its costs of suit
          including a reasonable attorney's fee.

7.    Successors and Assigns
      ----------------------

     7.1  This Agreement shall inure to the benefit of and be binding upon the
          undersigned parties hereto and there respective successors and
          assigns.

     7.2  Woods may not assign his performance of this Agreement without the
          prior, expressed written, consent of the Company,

8.   Survival of Covenants
     ---------------------

     8.1  The respective rights and obligations of the parties hereunder shall
          survive any termination of this Agreement to the extent necessary to
          the intended preservation of such rights and obligations. Without
          limiting the generality of the foregoing, the provisions of section 5
          hereof shall remain in effect as long as necessary to give effect
          thereto, notwithstanding the termination of this Agreement.

9.   Governing Law
     -------------

     9.1  This Agreement shall be construed, interpreted and governed in
          accordance with the laws of the State of California without reference
          to rules relating to conflicts of laws.

10.  Effect on Prior Agreements
     --------------------------

     10.1  This Agreement contains the entire understanding between the parties
           relating to the subject matter hereof and supersedes in all respects
           any prior or other agreement or understanding between the Company,
           Blackstone, Loewen or any of their affiliates and Woods relating to
           the subject matter.

11.  Counterparts
     ------------

     11.1  This Agreement may be executed in two or more counterparts, each of
           which will be deemed an original.


ROSE HILLS COMPANY


By: /s/ DILLIS R. WARD                 Signed:
   ----------------------------                      
        Dillis R. Ward
        President and CEO
                                       /s/KENTON C. WOODS
                                       -----------------------     
                                       Kenton C. Woods

                                       4
<PAGE>
 
                                   SCHEDULE A
                                   ----------
                                        

Annual Incentive Bonus
----------------------

For the fiscal year ended December 31, 1998, and, for each succeeding year
during the term of the Employment Agreement, a bonus payment will be made based
on the relationship between the audited EBITDA (as defined in title Put/Call
Agreement) for the, year in question and the Projected EBITDA (as described
below) for that year.  For the purposes of this comparison, the audited EBITDA
will be adjusted to take into account an accrual for these bonus payments.  For
only the fiscal year ended December 31, 1998, the percent of salary shall be
limited to a maximum of 50% regardless of EBITDA attained.

Projected EBITDA for the year ended December 31, 1998 (before adjustments for
acquisitions) shall be $30.0 million.  EBITDA targets for 1999 and later years,
will be set by the Board of Directors, on or before February 1 of the bonus
year.  For the purposes of determining the amount of any annual bonus, the
Projected EBITDA for the year will be adjusted by adding, to the Projected
EBITDA initially established by the Board of Directors, the budgeted EBITDA for
any acquisition during the year.

The realization matrix for the annual bonus will be:

<TABLE> 
<CAPTION> 
              Percent Projected                   Percent Salary
               EBITDA Attained                    Paid as Bonus
               ---------------                    -------------
              <S>                                     <C> 
               Less than 90%                              .0%
                         90%                            25.0%
                         91%                            27.5%
                         92%                            30.0%
                         93%                            32.5%
                         94%                            35.0%
                         95%                            37.5%
                         96%                            40.0%
                         97%                            42.5%
                         98%                            45.0%
                         99%                            47.5%
                        100%                            50.0%     
                        101%                            55.0%     
                        102%                            60.0%     
                        103%                            65.0%     
                        104%                            70.0%     
                        105%                            75.0%     
                        106%                            80.0%     
                        107%                            85.0%     
                        108%                            90.0%     
                        109%                            95.0%      
                        110% or greater                100.0%
</TABLE> 

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