STEWART ENTERPRISES INC
<DOCUMENT>
<TYPE>EX-10.12
<SEQUENCE>14
<FILENAME>0014.txt
<TEXT>


                        CHANGE OF CONTROL AGREEMENT

     This   Change  of  Control  Agreement  ("Agreement")  between  Stewart
Enterprises,  Inc., a Louisiana corporation (the "Company"), and Randall L.
Stricklin (the  "Employee")  is  dated as of April 20, 2000 (the "Change of
Control Agreement Date").


                                 ARTICLE I
                                DEFINITIONS

     1.1  EMPLOYMENT AGREEMENT.  After a Change of Control (defined below),
this Agreement supersedes the Employment  Agreement  dated  as of April 20,
2000  between Employee and the Company (the "Employment Agreement")  except
to the  extent  that  certain  provisions  of  the Employment Agreement are
expressly  incorporated by reference herein.  After  a  Change  of  Control
(defined below), the definitions in this Agreement supersede definitions in
the Employment  Agreement,  but  capitalized  terms  not  defined  in  this
Agreement have the meanings given to them in the Employment Agreement.

     1.2  DEFINITION  OF  "COMPANY".   As used in this Agreement, "Company"
shall mean the Company as defined above and any successor to or assignee of
(whether  direct  or  indirect,  by  purchase,   merger,  consolidation  or
otherwise)  all  or  substantially all of the assets  or  business  of  the
Company.

     1.3  CHANGE OF CONTROL DEFINED.  "Change of Control" shall mean:

          (a) the acquisition  by  any  individual, entity or group (within
     the meaning of Section 13(d)(3) or 14(d)(2)  of  the  Exchange Act) of
     beneficial  ownership  (within  the meaning of Rule 13d-3  promulgated
     under the Exchange Act) of more than  30% of the outstanding shares of
     the  Company's  Class A Common Stock, no  par  value  per  share  (the
     "Common  Stock");   provided,  however,  that  for  purposes  of  this
     subsection (a), the following  acquisitions  shall  not  constitute  a
     Change of Control:

               (i)  any  acquisition  of  Common  Stock  directly  from the
          Company,

               (ii) any acquisition of Common Stock by the Company,

               (iii)  any  acquisition  of  Common  Stock  by  any employee
          benefit  plan (or related trust) sponsored or maintained  by  the
          Company or any corporation controlled by the Company, or

               (iv)  any  acquisition  of  Common  Stock by any corporation
          pursuant to a transaction that complies with  clauses  (i),  (ii)
          and (iii) of subsection (c) of this Section 1.3; or

          (b)  individuals who, as of the Change of Control Agreement Date,
     constitute  the  Board (the "Incumbent Board") cease for any reason to
     constitute at least  a  majority of the Board; provided, however, that
     any individual becoming a director subsequent to the Change of Control
     Agreement Date whose election,  or  nomination  for  election  by  the
     Company's  shareholders, was approved by a vote of at least a majority
     of  the  directors  then  comprising  the  Incumbent  Board  shall  be
     considered  a  member of the Incumbent Board, unless such individual's
     initial assumption  of  office  occurs  as  a  result  of an actual or
     threatened election contest with respect to the election or removal of
     directors  or  other actual or threatened solicitation of  proxies  or
     consents by or on  behalf  of a person other than the Incumbent Board;
     or

          (c) consummation of a reorganization, merger or consolidation, or
     sale or other disposition of all of substantially all of the assets of
     the  Company  (a  "Business  Combination"),   in  each  case,  unless,
     following such Business Combination,

               (i) all or substantially all of the individuals and entities
          who  were  the  beneficial  owners  of the Company's  outstanding
          common stock and the Company's voting securities entitled to vote
          generally in the election of directors  immediately prior to such
          Business   Combination   have   direct  or  indirect   beneficial
          ownership, respectively, of more than 50% of the then outstanding
          shares of common stock, and more  than 50% of the combined voting
          power of the then outstanding voting  securities entitled to vote
          generally  in  the  election  of directors,  of  the  corporation
          resulting from such Business Combination  (which, for purposes of
          this paragraph (i) and paragraphs (ii) and (iii), shall include a
          corporation  which as a result of such transaction  controls  the
          Company or all  or  substantially  all  of  the  Company's assets
          either directly or through one or more subsidiaries), and

               (ii) except to the extent that such ownership  existed prior
          to the Business Combination, no person (excluding any corporation
          resulting from such Business Combination or any employee  benefit
          plan  or  related  trust  of  the  Company  or  such  corporation
          resulting  from  such  Business  Combination) beneficially  owns,
          directly  or  indirectly, 20% or more  of  the  then  outstanding
          shares of common  stock  of  the  corporation resulting from such
          Business Combination or 20% or more  of the combined voting power
          of the then outstanding voting securities  of  such  corporation,
          and

               (iii)  at  least  a majority of the members of the board  of
          directors  of  the  corporation   resulting  from  such  Business
          Combination were members of the Incumbent  Board  at  the time of
          the execution of the initial agreement, or of the action  of  the
          Board, providing for such Business Combination; or

          (d)  approval  by  the  shareholders of the Company of a complete
     liquidation or dissolution of the Company.

     1.4  AFFILIATE.  "Affiliate" or  "affiliated companies" shall mean any
company  controlled by, controlling, or  under  common  control  with,  the
Company.

     1.5  CAUSE.  "Cause" shall mean:

               (a)  the  willful  and  continued failure of the Employee to
          perform substantially the Employee's  duties  with the Company or
          its  affiliates  (other  than  any  such  failure resulting  from
          incapacity due to physical or mental illness),  after  a  written
          demand  for  substantial performance is delivered to the Employee
          by the Board of  the  Company  which  specifically identifies the
          manner  in which the Board believes that  the  Employee  has  not
          substantially performed the Employee's duties, or

               (b)  the willful engaging by the Employee in illegal conduct
          or  gross  misconduct   which   is  materially  and  demonstrably
          injurious to the Company or its affiliates.

For purposes of this provision, no act or failure  to  act,  on the part of
the Employee, shall be considered "willful" unless it is done,  or  omitted
to be done, by the Employee in bad faith or without reasonable belief  that
the  Employee's action or omission was in the best interests of the Company
or its  affiliates.  Any act, or failure to act, based upon authority given
pursuant to a resolution duly adopted by the Board or upon the instructions
of a senior  officer of the Company or based upon the advice of counsel for
the Company or its affiliates shall be conclusively presumed to be done, or
omitted to be done, by the Employee in good faith and in the best interests
of the Company  or  its  affiliates.   The  cessation  of employment of the
Employee shall not be deemed to be for Cause unless and  until  there shall
have been delivered to the Employee a copy of a resolution duly adopted  by
the  affirmative  vote  of  not  less  than  three-quarters  of  the entire
membership of the Board at a meeting of the Board called and held  for such
purpose  (after  reasonable  notice  is  provided  to  the Employee and the
Employee is given an opportunity, together with counsel, to be heard before
the  Board),  finding  that,  in the good faith opinion of the  Board,  the
Employee is guilty of the conduct  described  in  subparagraph  (a)  or (b)
above, and specifying the particulars thereof in detail.

     1.6  GOOD REASON.  "Good Reason" shall mean:

          (a)  Any failure of the Company or its affiliates to provide  the
     Employee with  the position, authority, duties and responsibilities at
     least commensurate  in all material respects with the most significant
     of those held, exercised  and  assigned at any time during the 120-day
     period  immediately  preceding  the  Change  of  Control.   Employee's
     position, authority, duties and responsibilities  after  a  Change  of
     Control  shall not be considered commensurate in all material respects
     with Employee's position, authority, duties and responsibilities prior
     to a Change  of  Control  unless  after the Change of Control Employee
     holds  (i) an equivalent position in  the  Company  or,  (ii)  if  the
     Company  is  controlled or will after the transaction be controlled by
     another company  (directly  or  indirectly), an equivalent position in
     the ultimate parent company.

          (b) The assignment to the Employee  of any duties inconsistent in
     any  material  respect  with  Employee's position  (including  status,
     offices,  titles  and reporting requirements),  authority,  duties  or
     responsibilities as  contemplated by Section 2.1(b) of this Agreement,
     or any other action that  results  in  a  diminution in such position,
     authority, duties or responsibilities, excluding  for  this purpose an
     isolated, insubstantial and inadvertent action not taken  in bad faith
     that  is  remedied  within  10  days  after  receipt of written notice
     thereof from the Employee to the Company;

          (c) Any failure by the Company or its affiliates  to  comply with
     any  of  the  provisions  of  this  Agreement, other than an isolated,
     insubstantial and inadvertent failure  not occurring in bad faith that
     is remedied within 10 days after receipt  of  written  notice  thereof
     from the Employee to the Company;

          (d)  The  Company or its affiliates requiring the Employee to  be
     based at any office  or  location  other  than  as provided in Section
     2.1(b)(ii) hereof or requiring the Employee to travel on business to a
     substantially greater extent than required immediately  prior  to  the
     Change of Control;

          (e)  Any  purported  termination  of  the  Employee's  employment
     otherwise than as expressly permitted by this Agreement; or

          (f)  Any  failure  by  the  Company  to  comply  with and satisfy
     Sections 3.1(c) and (d) of this Agreement.

For  purposes  of this Section 1.6, any good faith determination  of  "Good
Reason" made by  the  Employee  shall  be  conclusive.   Anything  in  this
Agreement  to  the  contrary notwithstanding, a termination by the Employee
for any reason during  the  30-day  period  immediately following the first
anniversary of the Change of Control shall be  deemed  to  be a termination
for Good Reason.


                                ARTICLE II
                         CHANGE OF CONTROL BENEFIT

     2.1   EMPLOYMENT TERM AND CAPACITY AFTER CHANGE OF CONTROL.   (a) If a
Change of Control occurs on or before October 31, 2000, then the Employee's
employment  term  (the "Employment Term") shall continue through the second
anniversary of the Change of Control, subject to any earlier termination of
Employee's status as an employee pursuant to this Agreement.

     (b)  After a Change of Control and during the Employment Term, (i) the
Employee's  position  (including  status,  offices,  titles  and  reporting
requirements),  authority,  duties  and  responsibilities shall be at least
commensurate in all material respects with  the  most  significant of those
held,  exercised  and  assigned  at  any  time  during  the 120-day  period
immediately preceding the Change of Control and (ii) the Employee's service
shall  be  performed  at  the  location  where  the  Employee was  employed
immediately preceding the Change of Control or any office  or location less
than  35 miles from such location.  Employee's position, authority,  duties
and responsibilities  after  a  Change  of  Control shall not be considered
commensurate in all material respects with Employee's  position, authority,
duties and responsibilities prior to a Change of Control  unless  after the
Change of Control Employee holds (x) an equivalent position in the  Company
or,  (y)  if  the  Company  is  controlled or will after the transaction be
controlled  by  another company (directly  or  indirectly),  an  equivalent
position in the ultimate  parent company.  Employee shall devote himself to
his employment responsibilities  with  the  Company (or, if applicable, the
ultimate  parent  entity)  as  provided  in Article  I  Section  3  of  the
Employment Agreement.

     2.2  COMPENSATION AND BENEFITS.  During  the Employment Term, Employee
shall be entitled to the following compensation and benefits:

          (a) SALARY.  A salary ("Base Salary") at the rate of $225,000 per
     year, payable to the Employee at such intervals  no less frequent than
     the most frequent intervals in effect at any time  during  the 120-day
     period  immediately  preceding  the  Change  of  Control  or,  if more
     favorable  to  the Employee, the intervals in effect at any time after
     the Change of Control  for other peer employees of the Company and its
     affiliated companies.

          (b) BONUS.  An annual  incentive  bonus (the "Bonus") of $200,000
     shall be paid in cash (1) no later than  November  30,  2000 or (2) if
     the Employee so elects, between January 1 and January 15 of 2001.

          (c)  FRINGE BENEFITS.  The Employee shall be entitled  to  fringe
     benefits  (including,   but  not  limited  to,  automobile  allowance,
     reimbursement for membership  dues,  and  first  class  air travel) in
     accordance  with  the  most  favorable  agreements,  plans, practices,
     programs and policies of the Company and its affiliated  companies  in
     effect  for  the  Employee  at  any  time  during  the  120-day period
     immediately  preceding the Change of Control or, if more favorable  to
     the Employee,  as  in  effect  generally  at  any time thereafter with
     respect  to  other peer employees of the Company  and  its  affiliated
     companies.

          (d) EXPENSES.   The  Employee shall be entitled to receive prompt
     reimbursement for all reasonable  expenses incurred by the Employee in
     accordance with the most favorable agreements, policies, practices and
     procedures of the Company and its affiliated  companies  in effect for
     the  Employee  at  any  time  during  the  120-day  period immediately
     preceding the Change of Control or, if more favorable to the Employee,
     as  in effect generally at any time thereafter with respect  to  other
     peer employees of the Company and its affiliated companies.

          (e)  INCENTIVE, SAVINGS AND RETIREMENT PLANS.  The Employee shall
     be entitled  to  participate  in all incentive, savings and retirement
     plans, practices, policies and  programs applicable generally to other
     peer employees of the Company and  its affiliated companies, but in no
     event shall such plans, practices, policies  and  programs provide the
     Employee with incentive opportunities (measured with  respect  to both
     regular  and  special  incentive opportunities, to the extent, if any,
     that  such  distinction  is  applicable),  savings  opportunities  and
     retirement benefit opportunities,  in  each  case, less favorable than
     the most favorable of those provided by the Company and its affiliated
     companies  for  the Employee under any agreements,  plans,  practices,
     policies and programs  as  in  effect  at  any time during the 120-day
     period  immediately  preceding  the  Change  of Control  or,  if  more
     favorable to the Employee, those provided generally  at any time after
     the Change of Control to other peer employees of the Company  and  its
     affiliated companies.

          (f)  WELFARE  BENEFIT  PLANS.  The Employee and/or the Employee's
     family, as the case may be, shall be eligible for participation in and
     shall receive all benefits under  welfare  benefit  plans,  practices,
     policies  and  programs  provided  by  the  Company and its affiliated
     companies  (including,  without  limitation,  medical,   prescription,
     dental,  disability, employee life, group life, accidental  death  and
     travel accident insurance plans and programs) to the extent applicable
     generally  to  other  peer employees of the Company and its affiliated
     companies, but in no event  shall  such plans, practices, policies and
     programs  provide  the  Employee with benefits,  in  each  case,  less
     favorable than the most favorable of any agreements, plans, practices,
     policies and programs in  effect  for  the Employee at any time during
     the 120-day period immediately preceding  the Change of Control or, if
     more favorable to the Employee, those provided  generally  at any time
     after the Change of Control to other peer employees of the Company and
     its affiliated companies.

          (g) OFFICE AND SUPPORT STAFF.  The Employee shall be entitled  to
     an  office  or  offices  of  a  size  and  with  furnishings and other
     appointments,  and  to  exclusive  personal  secretarial   and   other
     assistance,  at  least  equal  to  the most favorable of the foregoing
     provided to the Employee by the Company  and  its affiliated companies
     at any time during the 120-day period immediately preceding the Change
     of  Control  or,  if  more  favorable  to  the Employee,  as  provided
     generally at any time thereafter with respect  to other peer employees
     of the Company and its affiliated companies.

          (h) VACATION.  The Employee shall be entitled to paid vacation in
     accordance  with  the  most  favorable  agreements,  plans,  policies,
     programs and practices of the Company and its affiliated  companies as
     in  effect  for  the  Employee  at  any time during the 120-day period
     immediately preceding the Change of Control  or,  if more favorable to
     the  Employee,  as  in  effect  generally at any time thereafter  with
     respect to other peer employees of  the  Company  and  its  affiliated
     companies.

     2.3  TERMINATION  OF  EMPLOYMENT  AFTER A CHANGE OF CONTROL.  After  a
Change of Control and during the Employment  Term, the Employee's status as
an  employee  shall terminate or may be terminated  by  the  Employee,  the
Company (or, if  applicable,  the  ultimate parent company), as provided in
Article  III  of  the Employment Agreement  (provided,  however,  that  the
definitions of "Cause"  and "Good Reason" in this Agreement shall supersede
those definitions in the Employment Agreement).

     2.4  OBLIGATIONS UPON TERMINATION AFTER A CHANGE OF CONTROL.

          (a)  TERMINATION   BY  COMPANY  FOR  REASONS  OTHER  THAN  DEATH,
     DISABILITY OR CAUSE; BY EMPLOYEE  FOR GOOD REASON.  If, after a Change
     of  Control  and  during the Employment  Term,  the  Company  (or,  if
     applicable the ultimate  parent  company),  terminates  the Employee's
     employment other than for Cause, death or Disability, or  the Employee
     terminates  employment for Good Reason, the Company shall pay  to  the
     Employee in a  lump  sum  in  cash  within  30  days  of  the  Date of
     Termination  an  amount equal to three times the sum of (i) the amount
     of Base Salary in  effect  at  the  Date of Termination, plus (ii) the
     maximum Bonus for which the Employee  is  eligible  for  the  12-month
     period in which the Date of Termination occurs.

          (b)  DEATH.   If,  after  a  Change  of  Control  and  during the
     Employment Term, the Employee's status as an employee is terminated by
     reason of the Employee's death, this Agreement shall terminate without
     further obligation to the Employee's legal representatives (other than
     those  already accrued to the Employee), other than the obligation  to
     make any payments due pursuant to employee benefit plans maintained by
     the Company or its affiliated companies.

          (c)  DISABILITY.   If,  after  a Change of Control and during the
     Employment Term, Employee's status as  an  employee  is  terminated by
     reason   of  Employee's  Disability  (as  defined  in  the  Employment
     Agreement),  this Agreement shall terminate without further obligation
     to the Employee  (other  than  those already accrued to the Employee),
     other  than  the  obligation to make  any  payments  due  pursuant  to
     employee benefit plans  maintained  by  the  Company or its affiliated
     companies.

          (d)  CAUSE.   If,  after  a  Change  of Control  and  during  the
     Employment Term, the Employee's status as an employee is terminated by
     the Company (or, if applicable, the ultimate parent entity) for Cause,
     this  Agreement  shall  terminate without further  obligation  to  the
     Employee other than for obligations  imposed  by  law  and obligations
     imposed  pursuant  to  any  employee  benefit plan maintained  by  the
     Company or its affiliated companies.

          (e) TERMINATION BY EMPLOYEE FOR REASONS  OTHER  THAN GOOD REASON.
     If,  after  a  Change of Control and during the Employment  Term,  the
     Employee's status  as  an  employee  is terminated by the Employee for
     reasons other than Good Reason, then the  Company  shall  pay  to  the
     Employee  an  amount equal to a single year's Base Salary in effect at
     the Date of Termination, payable in equal installments over a two-year
     period at such  intervals  as  other salaried employees of the Company
     are paid.

          (f) NONDISCLOSURE, NONCOMPETITION  AND  PROPRIETARY  RIGHTS.  The
     rights  and  obligations  of  the  Company  and Employee contained  in
     Article V ("Nondisclosure, Noncompetition and  Proprietary Rights") of
     the Employment Agreement shall continue to apply  after  a  Change  of
     Control, except as provided in Section 2.10 of this Agreement.

     2.5  ACCRUED  OBLIGATIONS AND OTHER BENEFITS.  It is the intent of the
Employment Agreement and this Agreement that upon termination of employment
for  any reason the Employee  be  entitled  to  receive  promptly,  and  in
addition  to  any  other benefits specifically provided, (a) the Employee's
Base Salary through  the  Date of Termination to the extent not theretofore
paid, (b) any accrued vacation pay, to the extent not theretofore paid, and
(c) any other amounts or benefits  required to be paid or provided or which
the  Employee  is  entitled to receive  under  any  plan,  program,  policy
practice or agreement of the Company.

     2.6  STOCK OPTIONS.   The  foregoing  benefits  are  intended to be in
addition to the value of any options to acquire Common Stock of the Company
the  exercisability of which is accelerated pursuant to the  terms  of  any
stock  option,  incentive  or  other  similar  plan heretofore or hereafter
adopted by the Company.

     2.7  PROTECTION OF BENEFITS.  To the extent  permitted  by  applicable
law,  the  Company  shall  take  all  reasonable  steps  to ensure that the
Employee is not, by reason of a Change of Control, deprived of the economic
value   (including   any  value  attributable  to  the  Change  of  Control
transaction) of (a) any  options  to acquire Common Stock of the Company or
(b) any Common Stock of the Company beneficially owned by the Employee.

     2.8  CERTAIN  ADDITIONAL PAYMENTS.   If  after  a  Change  of  Control
Employee is subjected to an excise tax as a result of the "excess parachute
payment" provisions  of  section 4999 of the Internal Revenue Code of 1986,
as amended, whether by virtue  of  the  benefits  of  this  Agreement or by
virtue  of  any  other benefits provided to Employee in connection  with  a
Change  of Control  pursuant  to  Company  plans,  policies  or  agreements
(including  the value of any options to acquire Common Stock of the Company
the exercisability  of  which  is  accelerated pursuant to the terms of any
stock option, incentive or similar plan  heretofore or hereafter adopted by
the  Company),  the  Company  shall pay to Employee  (whether  or  not  his
employment has terminated) such  amounts as are necessary to place Employee
in the same position after payment of federal income and excise taxes as he
would have been if such provisions had not been applicable to him.

     2.9  LEGAL FEES.  The Company  agrees  to pay as incurred, to the full
extent permitted by law, all legal fees and expenses which the Employee may
reasonably  incur  as a result of any contest (regardless  of  the  outcome
thereof)  by the Company,  the  Employee  or  others  of  the  validity  or
enforceability  of,  or  liability  under,  any provision of this Agreement
(including as a result of any contest by the  Employee  about the amount or
timing of any payment pursuant to this Agreement.)

     2.10 SET-OFF;  MITIGATION.  After a Change of Control,  the  Company's
and its affiliates' obligations  to  make the payments provided for in this
Agreement and otherwise to perform its  obligations  hereunder shall not be
affected by any set-off, counterclaim, recoupment, defense  or other claim,
right  or action which the Company or its affiliates may have  against  the
Employee  or  others.   After a Change of Control, an asserted violation of
the provisions of Article V ("Nondisclosure, Noncompetition and Proprietary
Rights") of the Employment  Agreement  shall  not  constitute  a  basis for
deferring  or  withholding  any  amounts otherwise payable to the Employee;
specifically, the third through sixth  sentences  of  Article  V  Section 4
shall  not  apply  after  a  Change  of  Control.   It is the intent of the
Employment Agreement and this Agreement that in no event shall the Employee
be obligated to seek other employment or take any other  action  by  way of
mitigation  of  the  amounts  payable  to  the  Employee  under  any of the
provisions of this Agreement or the Employment Agreement.


                                ARTICLE III
                               MISCELLANEOUS

     3.1  BINDING EFFECT; SUCCESSORS.

          (a)  This  Agreement  shall  be  binding  upon  and  inure to the
benefit of the Company and any of its successors or assigns.

          (b)  This Agreement is personal to the Employee and shall  not be
assignable  by the Employee without the consent of the Company (there being
no obligation  to  give such consent) other than such rights or benefits as
are transferred by will or the laws of descent and distribution.

          (c)  The Company  shall  require  any successor to or assignee of
(whether  direct  or  indirect,  by  purchase,  merger,   consolidation  or
otherwise)  all  or  substantially all of the assets or businesses  of  the
Company (i) to assume unconditionally and expressly this Agreement and (ii)
to agree to perform or  to  cause  to  be  performed all of the obligations
under this Agreement in the same manner and  to  the  same  extent as would
have been required of the Company had no assignment or succession occurred,
such assumption to be set forth in a writing reasonably satisfactory to the
Employee.

          (d)  The Company shall also require all entities that  control or
that  after  the  transaction  will  control  (directly  or indirectly) the
Company or any such successor or assignee to agree to cause to be performed
all of the obligations under this Agreement, such agreement to be set forth
in a writing reasonably satisfactory to the Employee.

     3.2  NOTICES.  All notices hereunder must be in writing  and  shall be
deemed  to  have  given  upon  receipt of delivery by: (a) hand (against  a
receipt  therefor), (b) certified  or  registered  mail,  postage  prepaid,
return receipt  requested,  (c)  a  nationally recognized overnight courier
service (against a receipt therefor)  or  (d)  telecopy  transmission  with
confirmation of receipt.  All such notices must be addressed as follows:

     If to the Company, to:

     Stewart Enterprises, Inc.
     110 Veterans Memorial Boulevard
     Metairie, Louisiana  70005
     Attn:  Chief Executive Officer

     If to the Employee, to:

     Randall L. Stricklin
     19412 Woodlands Lane
     Huntington Beach, California 92648-5570

or  such  other  address as to which any party hereto may have notified the
other in writing.

     3.3  GOVERNING LAW.  This Agreement shall be construed and enforced in
accordance with and governed by the internal laws of the State of Louisiana
without regard to  principles  of  conflict  of  laws,  except as expressly
provided in Article V Section 6 of the Employment Agreement with respect to
the resolution of disputes arising under, or the Company's  enforcement of,
such Article V.

     3.4  WITHHOLDING.  The Employee agrees that the Company  has the right
to  withhold,  from  the  amounts  payable pursuant to this Agreement,  all
amounts required to be withheld under  applicable  income and/or employment
tax  laws,  or as otherwise stated in documents granting  rights  that  are
affected by this Agreement.

     3.5  AMENDMENT,  WAIVER.   No  provision  of  this  Agreement  may  be
modified,  amended  or  waived except by an instrument in writing signed by
both parties.

     3.6  SEVERABILITY.  If any term or provision of this Agreement, or the
application thereof to any  person or circumstance, shall at any time or to
any extent be invalid, illegal  or unenforceable in any respect as written,
Employee and the Company intend for  any court construing this Agreement to
modify or limit such provision so as to  render it valid and enforceable to
the  fullest  extent  allowed  by  law.  Any such  provision  that  is  not
susceptible of such reformation shall  be  ignored  so as to not affect any
other term or provision hereof, and the remainder of this Agreement, or the
application  of  such  term or provision to persons or circumstances  other
than those as to which it  is held invalid, illegal or unenforceable, shall
not be affected thereby and each term and provision of this Agreement shall
be valid and enforced to the fullest extent permitted by law.

     3.7  WAIVER OF BREACH.   The waiver by either party of a breach of any
provision of this Agreement shall  not  operate or be construed as a waiver
of any subsequent breach thereof.

     3.8  REMEDIES  NOT EXCLUSIVE.  No remedy  specified  herein  shall  be
deemed to be such party's exclusive remedy, and accordingly, in addition to
all of the rights and  remedies provided for in this Agreement, the parties
shall have all other rights  and  remedies  provided  to them by applicable
law, rule or regulation.

     3.9  COMPANY'S  RESERVATION  OF  RIGHTS.   Employee  acknowledges  and
understands that the Employee serves at the pleasure of the  Board and that
the Company has the right at any time to terminate Employee's  status as an
employee  of  the  Company, or to change or diminish his status during  the
Employment Term, subject  to  the  rights  of  the  Employee  to  claim the
benefits conferred by this Agreement.

     3.10 COUNTERPARTS.   This  Agreement  may  be  executed in one or more
counterparts, each of which shall be deemed to be an  original  but  all of
which together shall constitute one and the same instrument.

     IN  WITNESS  WHEREOF,  the  Company  and the Employee have caused this
Agreement to be executed as of the Change of Control Agreement Date.

                              STEWART ENTERPRISES, INC.



                              By:  /S/ JAMES W. MCFARLAND
                                 -----------------------------------
                                         James W. McFarland
                                   Compensation Committee Chairman


                              EMPLOYEE:


                                   /S/ RANDALL L. STRICKLIN
                                 -----------------------------------
                                      Randall L. Stricklin




</TEXT>
</DOCUMENT>
