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IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLUMBIA



UNITED STATES OF AMERICA,    
c/o Department of Justice
Washington, D.C. 20530,

                  Plaintiff,

                  v.


THE LOEWEN GROUP INC.
4126 Norland Avenue
Burnaby, B.C. V5G 3S8
Canada,

          and

LOEWEN GROUP
INTERNATIONAL, INC.
50 East River Center Blvd.
Suite 820
Covington, KY 41011,

                  Defendant.


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 Civil Action No.  98 0815

Entered:  April 15, 1998

Filed:  April 15, 1998

NANCY MAYER-WHITTINGTON, CLERK
U.S. DISTRICT COURT



STIPULATION

It is stipulated by and between the undersigned parties, by their respective attorneys, that:

  1. the parties consent that the Court may file and enter a Final Judgment in the form attached to this Stipulation, on the Court's own motion or on the motion of any party at any time, and without further notice to any party or other proceedings, if Plaintiff has not withdrawn its consent, which it may do at any time before the entry of judgment by serving notice of its withdrawal on Defendants, The Loewen Group Inc. and Loewen Group International, Inc., and filing that notice with the Court;

  2. Defendants, The Loewen Group Inc. and Loewen Group International, Inc., waive any objection to venue or jurisdiction for purposes of this Final Judgment and authorize Tom D. Smith, Esq., of Jones, Day, Reavis & Pogue to accept service of all process in this matter on their behalf; and

  3. in the event Plaintiff withdraws its consent or if the proposed Final Judgment is not entered pursuant to this Stipulation, this Stipulation shall be of no effect whatever and the making of this Stipulation shall be without prejudice to any party in this or any other proceeding.

Dated:  2/10/98


FOR THE DEFENDANTS:

_______________/s/________________
Tom D. Smith
Jones, Day, Reavis & Pogue
Metropolitan Square
1450 G Street, N.W.
Washington, D.C.  20005-2088
Counsel for Defendants


FOR THE PLAINTIFF:

_______________/s/________________
Joel I. Klein
Assistant Attorney General
Bureau of Competition

_______________/s/________________
Constance K. Robinson
Director of Merger Enforcement           
Deputy Assistant Director
Bureau of Competition

_______________/s/________________
Jack Sidorov
Attorney
Bureau of Competition
Department of Justice
Antitrust Division
Washington, D.C.  20530
(202) 524-2401

_______________/s/________________
William J. Baer
Director

_______________/s/________________
Roberta S. Baruch
D.C. Bar No. 269266

_______________/s/________________
Kenneth M. Davidson
D.C. Bar No. 970772
Federal Trade Commission
6th Street and Pennsylvania Ave. N.W.
Washington, D.C.  20580
(202) 326-2687