STEWART ENTERPRISES INC
EX-10.12 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
<DOCUMENT>
<TYPE>EX-10.12
<SEQUENCE>14
<FILENAME>d96915exv10w12.txt
<DESCRIPTION>EX-10.12 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
<TEXT>
<PAGE>
                                                                   EXHIBIT 10.12



                                   EXHIBIT "A"

                            STEWART ENTERPRISES, INC.

                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


                                    PREAMBLE

         Stewart Enterprises, Inc. (the "EMPLOYER"), a corporation organized and
existing under the laws of the State of Louisiana, acting through the
Compensation Committee of the Board of Directors, pursuant to the authority
delegated to it regarding executive compensation, and desiring to adopt an
unfunded nonqualified plan to provide for the payment of pension benefits to a
select group of highly-compensated management employees, hereby adopts the
Stewart Enterprises, Inc. Supplemental Executive Retirement Plan (the "PLAN")
effective on date of execution of this Plan document.


                                    ARTICLE 1
                               PURPOSE OF THE PLAN

         The Employer intends and desires by the adoption of this Plan to
recognize the value to the Employer of past and present services of certain
employees, and to encourage their continued service with the Employer by making
provisions for their future retirement security.


                                    ARTICLE 2
                                 ADMINISTRATION

         The Compensation Committee of the Board of Directors of the Employer
shall be the Plan Administrator. The Plan Administrator shall have full power
and authority to interpret, construe and administer this Plan, and its
interpretations and constructions hereof and actions hereunder, including the
timing, form, amount or receipt of any payment to be made hereunder, within the
scope of its authority, shall be binding and conclusive on all persons for all
purposes. No member of the Compensation Committee shall be liable to any person
in connection with the interpretation or administration of the Plan, and the
Employer shall indemnify each member of the Compensation Committee for any
liability that the member might incur, except that a member of the Compensation
Committee shall be responsible for the consequences of his or her own willful
misconduct or bad faith. The Plan Administrator may delegate its
responsibilities hereunder to one or more employees of the Employer, but no
person shall participate in any action or determination regarding his or her own
benefits hereunder.




                                       1
<PAGE>


                                    ARTICLE 3
                                   DEFINITIONS

         1. An ACTUARIALLY EQUIVALENT benefit means a benefit having the same
value as the benefit to which it is compared. Actuarial equivalence shall be
determined using a mortality table and an interest rate that are selected from
time to time by the Compensation Committee and that meet the requirements for
valuing a lump sum distribution under Code Section 417(e), as elaborated by IRS
regulations and other applicable rules. Pursuant to current Treasury Regulation
Section 1.417(e)-1(d), the interest rate shall be the annual interest rate on
30-year Treasury securities (or a replacement basket of securities identified by
the IRS for use under Code Section 417(e)) for the month prior to the calendar
year for which the determination is to be made.

         2. ANNUITY STARTING DATE means, for a Participant eligible for a
benefit, the first day of the second month immediately following the month in
which occurs the Participant's Termination of Employment. The Plan Administrator
has the discretion to defer the Annuity Starting Date for up to two months, if
it determines that extra time is needed to determine the benefit or the form of
the benefit.

         3. BENEFICIARY means any of the following;

                  a. In the case of a 10-Years-Certain-and-Life Annuity
         (including a pre-retirement death benefit under Paragraph 1(b) of
         Article 6), the person or persons designated by the Participant (on his
         or her Benefit Election Form) to receive the remainder of the 120
         guaranteed monthly payments if the Participant dies before the 120th
         month. If no person is effectively named by the Participant as the
         Beneficiary, the Beneficiary shall be the Participant's surviving
         spouse, if any, and otherwise the Participant's heirs or legatees. If a
         Beneficiary dies after the Participant but before full payment has been
         made, the share of the remaining payments that would have been paid to
         the Beneficiary if he or she had survived shall be paid to the person
         or persons who would have received that share of the benefit if the
         Beneficiary had predeceased the Participant.

                  b. In the case of a Joint-and-Survivor Annuity, the person
         named by the Participant (on his or her Benefit Election Form) as his
         or her joint annuitant, if that person survives the Participant.

         4. BENEFIT ELECTION FORM means the form set forth as Exhibit A, or any
successor form provided by the Plan Administrator, on which the Participant
elects the manner in which his or her benefit under the Plan will be paid.

         5. EARLIEST RETIREMENT DATE means, for each of the nine initial
Participants named in Paragraph 10, below, the Participant's 55th birthday. For
any additional Participant, the Earliest Retirement Date means the latest to
occur of (a) the Participant's




                                       2
<PAGE>

55th birthday, (b) the Participant's completion of 10 years of employment with
the Employer, or (c) completion of the Participant's 5th year of participation
in the Plan. A Participant's participation in the Plan shall be deemed to begin
on the date on which he or she is designated as a Participant, and a
Participant's first year of participation is the year ending on the first
anniversary of such date.

         6. FINAL AVERAGE PAY means a Participant's average monthly base salary
for the 36 full months immediately preceding the Participant's Termination of
Employment.

         7. NORMAL FORM of benefit means a monthly pension commencing on the
Participant's Annuity Starting Date, and paid on the first day of each following
month, terminating with the payment made in the month of the Participant's
death. No death benefit is payable under the Normal Form.

         8. NORMAL RETIREMENT DATE means the first day of the month coincident
with or immediately following a Participant's 65th birthday.

         9. OPTIONAL FORM of benefit means either the 10-Years-Certain-and-Life
Annuity or the Joint-and-Survivor Annuity, described at Section 3 of Article IV,
below.

         10. PARTICIPANT means each of the nine executives of the Employer
listed below as a Class A Participant or a Class B Participant, and each
executive added to either list hereafter by action of the Plan Administrator:

                  CLASS A               CLASS B
                  -------               -------
                  William E. Rowe       Brent F. Heffron
                  Brian J. Marlowe      Randall L. Stricklin
                  Kenneth C. Budde      G. Kenneth Stephens, Jr.
                                        Everett N. Kendrick
                                        Lawrence B. Hawkins
                                        Michael K. Crane

         Notwithstanding the foregoing, Mr. Stephens shall be an initial
Participant only if he so elects in the manner and within the time period
specified in his employment agreement, as amended. Even if he does not elect to
be an initial Participant, he can be designated later as a Participant by the
Plan Administrator.

         11. TERMINATION OF EMPLOYMENT means the termination of the employment
of a Participant with the Employer, unless the Participant is transferred to an
affiliate of the Employer and the Plan Administrator determines that employment
by the affiliate is to be treated the same as employment by the Employer.

         12. VESTED PARTICIPANT means a Participant who has reached his or her
Earliest Retirement Date.





                                       3
<PAGE>

                                    ARTICLE 4
                            NORMAL RETIREMENT BENEFIT

         1. Upon the Termination of Employment of a Participant on or after his
or her 65th birthday, the Participant shall be entitled to a Normal Retirement
Benefit commencing on his or her Annuity Starting Date.

         2. For a Class A Participant, the Normal Retirement Benefit paid in the
Normal Form shall be 50% of Final Average Pay. For a Class B Participant the
Normal Retirement Benefit paid in the Normal Form shall be 40% of Final Average
Pay.

         3. Instead of payment in the Normal Form, a Participant entitled to
receive a Normal Retirement Benefit may elect to receive the benefit in either
of the following two Optional Forms:

                  a. As a Joint-and-Survivor Annuity, as follows: a monthly
         pension is paid to the Participant, commencing on his or her Annuity
         Starting Date, continuing on the first day of each following month, and
         terminating with the payment for the month of the Participant's death;
         and if the joint annuitant named by the Participant as of the Annuity
         Starting Date survives the Participant, the amount paid monthly to the
         Participant will be continued and paid to the joint annuitant on the
         first day of each following month, terminating with the payment for the
         month of the joint annuitant's death.

                  b. As a 10-Years-Certain-and-Life Annuity, as follows: a
         monthly benefit is paid to the Participant, commencing on his or her
         Annuity Starting Date, continuing on the first day of each following
         month, and terminating with the later of the payment for the month of
         the Participant's death or the month for which the 120th monthly
         payment has been made. If the Participant dies prior to receiving 120
         monthly payments, the remainder of the 120 payments are made to the
         Participant's Beneficiary, determined under Paragraph 3(a) of Article
         3, above.

         4. In every case the form of pension must be elected by the Participant
prior to his or her Annuity Starting Date and may not be changed thereafter. If
a Participant makes no election prior to the Annuity Starting Date, the benefit
shall be paid in the Normal Form.

         5. A Participant's pension paid in an Optional Form shall be
Actuarially Equivalent to the pension paid in the Normal Form.






                                       4
<PAGE>

                                    ARTICLE 5
                           OTHER PARTICIPANT BENEFITS

         1. A Participant whose Termination of Employment occurs on or after his
Earliest Retirement Date is entitled to an Early Retirement Benefit, commencing
at the Participant's Annuity Starting Date. The monthly Early Retirement Benefit
shall determined in the same manner as a Normal Retirement Benefit, reduced,
however, by 5% for each full year (and 5/12ths of 1% for each month of a partial
year) that the Termination of Employment precedes the Normal Retirement Date. As
a result, the percentage of Final Average Pay that will be paid to a Participant
whose Termination of Employment occurs on his 55th through 65th birthdays is as
follows:

<Table>
<Caption>
           AGE                       CLASS A                    CLASS B
           ---                       -------                    -------

<S>       <C>                       <C>                        <C>
            55                        25.0%                      20.0%
            56                        27.5%                      22.0%
            57                        30.0%                      24.0%
            58                        32.5%                      26.0%
            59                        35.0%                      28.0%
            60                        37.5%                      30.0%
            61                        40.0%                      32.0%
            62                        42.5%                      34.0%
            63                        45.0%                      36.0%
            64                        47.5%                      38.0%
            65                        50.0%                      40.0%
</Table>

         2. A Participant who terminates employment prior to his or her Earliest
Retirement Date is not eligible to receive a benefit under the Plan.

         3. If a Participant in the Plan terminates employment and is
subsequently re-employed, the individual will be deemed a Participant in the
Plan with respect to his period of reemployment (and accrue additional benefits)
only if re-designated as such by the Plan Administrator. Furthermore, the
Participant's re-employment by the Employer after the Participant's Annuity
Starting Date will not affect the Participant's pension benefit unless the
Participant and the Plan Administrator agree otherwise.





                                       5
<PAGE>

                                    ARTICLE 6
                                      DEATH

         1. Upon the death of a Vested Participant prior to his or her
Termination of Employment, the Participant's Beneficiary shall receive a death
benefit that shall commence as of the month following the month of death, and
shall be determined as follows:

                  a. If the Participant is survived by his or her spouse, and
         the surviving spouse is the only Beneficiary, the surviving spouse
         shall be entitled to a monthly benefit for his or her life, equal to
         the pension the surviving spouse would have received if the Participant
         had retired on the date of his death and had elected a
         Joint-and-Survivor Annuity with the surviving spouse as the
         Beneficiary, and had died before his Annuity Starting Date.

                  b. If Paragraph (a) does not apply, the death benefit shall be
         paid to the Participant's Beneficiary for 120 months, determined as if
         the Participant had retired on the date of his death and had elected to
         receive his or her benefit in the form of a 10-Years-Certain-and-Life
         Annuity but died before his or her Annuity Starting Date.

         2. Upon the death of a Participant after his Annuity Starting Date, a
benefit will be paid only if the Participant elected an Optional Form of benefit
under which a benefit is due to a Beneficiary.


                                    ARTICLE 7
                          AMENDMENT AND DISCONTINUANCE

         1. The Employer expects to continue this Plan indefinitely but reserves
the right, acting through the Plan Administrator, to amend or discontinue the
Plan, provided, however, that the benefit promised to a Vested Participant can
be affected without the Participant's consent only as set forth below, and
subject to Article 10 hereof.

         2. If the Plan Administrator should discontinue this Plan:

                  a. The Employer shall be obligated to pay all benefits that
         have already commenced; and

                  b. The Employer shall be obligated to pay a benefit to each
         Vested Participant who has not reached an Annuity Starting Date the
         amount determined under Paragraph 4, below.

         3. The Plan Administrator can terminate a Participant's participation
in the Plan if the Participant has not had a Termination of Employment. In that
event a benefit shall be paid, as set forth in Paragraph 4, to the Participant
only if he or she is a Vested Participant as of the date such action is taken.




                                       6
<PAGE>

         4. In the event of the discontinuance of the Plan or of a Vested
Participant's participation in the Plan, the benefit under Paragraph 2(b) or 3
of this Article 7 shall be based on the Participant's Final Average Pay
determined as of the discontinuance date. Nevertheless, the Annuity Starting
Date, the Normal Retirement Benefit, the discount (if any), and the form of the
benefit, shall be determined in the normal way upon the Participant's
Termination of Employment.

         5. Any Participant who is not a Vested Participant as of the date when
the Plan is discontinued or his or her participation in the Plan is ended shall
receive no benefit under the Plan.

         6. The Plan Administrator shall have the right to accelerate a
Participant's benefit, either before or after the Participant's Annuity Starting
Date, by paying a lump-sum benefit that is at least Actuarially Equivalent to
the Participant's benefit as otherwise payable under the Plan.


                                    ARTICLE 8
                           RESTRICTIONS ON ASSIGNMENT

         The interest of a Participant or Beneficiary may not be sold,
transferred, assigned, or encumbered in any manner, either voluntarily or
involuntarily. Neither shall the benefits hereunder be liable for or subject to
the claims of the creditors of any person to whom such benefits or funds are
payable, except that (i) no amount shall be payable hereunder until and unless
any and all amounts representing debts or other obligations owed to the Employer
or any affiliate of the Employer by the Participant with respect to whom such
amounts would otherwise be payable shall have been fully paid and satisfied, and
(ii) no amounts shall be payable hereunder to any Participant (or the
Participant's Beneficiary) if the Participant engages in any of the activities
described in Article 9 hereof.


                                    ARTICLE 9
                          CONDITION OF NON-COMPETITION

         1. The Participant (and the Participant's Beneficiary) will lose the
right to any unpaid benefits under the Plan if the Participant engages in any
Restricted Activities following his Termination of Employment.

         2. The term "Restricted Activities" means any one or more of the
following activities:

                  a. Participant, directly or indirectly, for himself or others,
         owns, manages, operates, controls, is employed in an executive,
         managerial or supervisory capacity by, consults with, or otherwise
         engages or participates in or allows his skill,






                                       7
<PAGE>

         knowledge, experience or reputation to be used in connection with, the
         ownership, management, operation or control of, any company or other
         business enterprise engaged in the Death Care Business within any of
         the Subject Areas; provided, however, a passive investment by a
         Participant is not a Restricted Activity s as long as Participant does
         not beneficially own more than 2% of the equity interests of a business
         enterprise engaged in the Death Care Business within any of the Subject
         Areas. For purposes of this paragraph, "beneficially own" shall have
         the same meaning ascribed to that term in Rule 13d-3 under the Exchange
         Act.

                  b. Participant calls upon any customer of the Company or its
         subsidiaries for the purpose of soliciting, diverting or enticing away
         the business of such person or entity, or otherwise disrupting any
         previously established relationship existing between such person or
         entity and the Company or its subsidiaries.

                  c. Participant solicits, induces, influences or attempts to
         influence any supplier, lessor, lessee, licensor, partner, joint
         venturer, potential acquiree or any other person who has a business
         relationship with the Company or its subsidiaries, or who on the date
         of Termination of Employment is engaged in discussions or negotiations
         to enter into a business relationship with the Company or its
         subsidiaries, to discontinue or reduce or limit the extent of such
         relationship with the Company or its subsidiaries.

                  d. Participant makes contact with any of the employees of the
         Company or its subsidiaries with whom he had contact during the course
         of his employment with the Company for the purpose of soliciting such
         employee for hire, whether as an employee or independent contractor, or
         otherwise disrupting such employee's relationship with the Company or
         its subsidiaries.

         3. The following terms used in this Article 9 are defined as follows:

                  a. "Subject Areas" means each State of the United States or
         other jurisdiction in which Participant regularly (a) makes contact
         with customers of the Company or any of its subsidiaries, (b) conducts
         the business of the Company or any of its subsidiaries or (c)
         supervises the activities of other employees of the Company or any of
         its subsidiaries, and in which the Company or any of its subsidiaries
         engages in the Death Care Business (as hereinafter defined) on the date
         of Termination of Employment.

                  b. "Death Care Business" means (i) the owning and operating of
         funeral homes and cemeteries, including combined funeral home and
         cemetery facilities, (ii) the offering of services and products to meet
         families' funeral needs, including prearrangement, family consultation,
         the sale of caskets and related funeral and cemetery products and
         merchandise (whether at physical locations or by means of the
         Internet), the removal, preparation and transportation of remains,
         cremation, the use of funeral home facilities for visitation and
         worship, and related transportation





                                       8
<PAGE>

         services, (iii) the marketing and sale of funeral services and cemetery
         property or merchandise on an at-need or prearranged basis, (iv)
         providing, managing and administering financing arrangements (including
         trust funds, escrow accounts, insurance and installment sales
         contracts) for prearranged funeral plans and cemetery property and
         merchandise, (v) providing interment services, the sale (on an at-need
         or prearranged basis) of cemetery property including lots, lawn crypts,
         family and community mausoleums and related cemetery merchandise such
         as monuments, memorials and burial vaults, (vi) the maintenance of
         cemetery grounds pursuant to perpetual care contracts and laws or on a
         voluntary basis, and (vii) offering mausoleum design, construction and
         sales services.

                                   ARTICLE 10
                               NATURE OF AGREEMENT

         Participants and Beneficiaries under this Plan have only an unsecured
right to receive benefits from the Employer as general creditors of the
Employer. The Plan constitutes a mere promise to make payments in the future.
Employer may set aside funds, in a trust or otherwise, for the purpose of
satisfying its obligations under the Plan. The setting aside of amounts by the
Employer with which to discharge its obligations hereunder shall not create any
security for the payment of Plan benefits. Any and all funds so set aside shall
remain subject to the claims of the general creditors of the Employer, present
and future. This provision shall not require the Employer to set aside any
funds, but the Employer may set aside such funds if it chooses to do so.


                                   ARTICLE 11
                                CHANGE OF CONTROL

         In the case of any Participant who has in effect at the relevant time
an agreement (a "Change of Control Agreement") with Employer providing for
specified benefits following a "Change of Control" of Employer (as such term is
defined in such Participant's Change of Control Agreement), and notwithstanding
the provisions of Article 7, Article 10 or any other provisions of this Plan to
the contrary, the following provisions shall apply following such Change of
Control:

         1. If such a Participant has a Termination of Employment before the
Participant's Earliest Retirement Date the Participant shall receive a benefit
commencing on his Earliest Retirement Date equal to A x B/C, where

         A is the benefit determined as if the Participant's Termination of
         Employment had occurred on the Participant's Earliest Retirement Date;

         B is the Participant's total service as a Participant in the Plan; and





                                       9
<PAGE>

         C is the total service as a Participant in the Plan that would be
         required to reach the Participant's Earliest Retirement Date.

         2. If the Participant's Termination of Employment occurs during the
two-year period beginning with the Change of Control, the Participant shall
receive as his only benefit under the Plan a lump sum that is Actuarially
Equivalent to the Normal Form of benefit that the Participant otherwise would
have been entitled to under the Plan (including, if applicable, Paragraph 1 of
this Article 11). In computing the Normal Form for the purpose of this benefit,
however, Final Average Pay shall be determined immediately before the Change of
Control or immediately before the Termination of Employment, whichever produces
the larger amount.

         3. Until the second anniversary of the Change of Control, the Employer
shall have no right to terminate the Plan as to any such Participant.


                                   ARTICLE 12
                                  MISCELLANEOUS

         1. A Vested Participant who anticipates a Termination of Employment
should apply for a benefit using the Benefit Election Form provided by the Plan
Administrator. Upon the death of a Participant when a benefit is payable to a
Beneficiary, the Beneficiary should notify the Plan Administrator of the death.
All claims for benefit shall be addressed to the Chairman of the Compensation
Committee, Stewart Enterprises, 110 Veterans Blvd., Metairie, Louisiana 70005.
The procedures of making a claim, and for appealing from a partial or complete
denial, are attached hereto as Exhibit B. The remedy of a Participant who is
unsatisfied after completing the appeal process is to enter binding arbitration
with the Employer.

         2. If the Employer, through a mistake of law or fact, pays to a
Participant or other person a Plan benefit that the recipient is not entitled
to, the recipient shall repay the mistaken amount to the Employer. The Employer
may offset the future benefits of any recipient who refuses to return an
erroneous payment, in addition to pursuing other remedies provided by law.

         3. Nothing contained herein shall be construed as conferring upon any
Participant the right to continue in the employ of the Employer in any capacity.

         4. The Plan shall be binding upon and inure to the benefit of the
Employer, its successors and assigns and each Participant and his or her heirs,
executors, administrators and legal representatives.

         5. Each initial Participant in this Plan is being offered the
opportunity to participate in the Plan in consideration of loyal prior and
continuing service to the Company, his agreement to amend his employment
agreement with the Company in order to, among





                                       10
<PAGE>

other things, eliminate certain post-termination benefits provided thereunder,
and the non-competition covenant contained in Article 9 hereto, to which such
Participant explicitly agrees by accepting participation in this Plan through
the amendment of his employment agreement.

         6. The Plan shall be construed in accordance with and governed by the
laws of the State of Louisiana, except to the extent that the Plan is governed
by the Employee Retirement Income Security Act of 1974 ("ERISA"). It is the
Employer's intent that the Plan shall be exempt from ERISA's provisions to the
maximum extent permitted by law. The Plan is intended to be unfunded for federal
income tax purposes and for the purposes of Title I of ERISA, and is intended to
provide a pension benefit only for a select group of management or highly
compensated employees, so as to be exempt from Parts 2, 3 and 4 of Title I of
ERISA, pursuant to Sections 201(2), 301(a)(3), and 401(a)(1) of ERISA.

         7. This Plan document, and any amendment hereto, shall also serve as
the Plan's Summary Plan Description. A copy of this Plan document and each
amendment hereto shall be provided to each Participant.

         Executed in duplicate originals in Metairie, Louisiana, this 1st day of
April, 2002.

WITNESSES:                                     STEWART ENTERPRISES, INC.

                                               BY: THE COMPENSATION COMMITTEE
    /s/ LISA T. WINNINGKOFF                        OF THE BOARD OF DIRECTORS
-----------------------------------------


    /s/ BRENDA K. GIBBS                        BY:  /s/ JAMES W. MCFARLAND
-----------------------------------------         -----------------------------
                                                      JAMES W. MCFARLAND,
                                                      CHAIRMAN




                                       11
<PAGE>


                            STEWART ENTERPRISES, INC.
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

                        EXHIBIT A - BENEFIT ELECTION FORM


Name:                                                 SSN:
      -----------------------------------------            --------------------

Address:
         ----------------------------------------------------------------------


Date of Termination of Employment:
                                    ------------------------------

Form of Benefit (Elect One):

[ ]      For my life only

[ ]      For my life, but no less than 120 months

         In the event of my death before 120 payments have been made, the
         beneficiary or beneficiaries of the remaining payments shall be:

         -----------------------------------------------------------------------

[ ]      For my life, and at my death to the following individual for his or
         her life, if he or she survives me:

         -----------------------------------------------------------------------




                                                ------------------------------
                                                          PARTICIPANT


                                                ------------------------------
                                                             Date



                                       12
<PAGE>


                            STEWART ENTERPRISES, INC.
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

         EXHIBIT B - CLAIMS PROCEDURES

         (a)      FILING OF A CLAIM FOR BENEFITS

                  Claims for benefits under the Plan are to be presented in
         writing by the claimant or an authorized representative to the Chairman
         of the Compensation Committee of the Board of Directors of Stewart
         Enterprises, Inc.

         (b)      NOTIFICATION TO CLAIMANT OF DECISION

                  If a claim is wholly or partially denied, a notice of the
         decision rendered in accordance with the rules set forth below will be
         furnished to the claimant not later than 90 days after receipt of the
         claim by the Chairman of the Compensation Committee.

                  If special circumstances require an extension of time for
         processing the claim, the Chairman of the Compensation Committee will
         give the claimant a written notice of the extension prior to the end of
         the initial 90 day period. In no event will the extension exceed an
         additional 90 days. The extension notice will indicate the special
         circumstances requiring an extension of time and the date by which the
         Chairman of the Compensation Committee expects to render its final
         decision.

                  If the notice of the denial of claim is not furnished in
         accordance with the procedure set out herein, the claim will be deemed
         denied and the claimant will be permitted to proceed to the review
         stage.

         (c)      CONTENT OF NOTICE

                  The Chairman of the Compensation Committee will provide to
         every claimant who is denied a claim for benefits written or electronic
         notice setting forth in a clear and simple manner:

                  (1) The specific reason or reasons for denial;

                  (2) Specific reference to pertinent plan provisions on which
                  denial is based;

                  (3) A description of any additional material or information
                  necessary for the claimant to perfect the claim and an
                  explanation of why such materials or information are
                  necessary; and

                  (4) Appropriate information as to the steps to be taken if the
                  claimant wishes to submit his or her claim for review,
                  including the right to bring a civil action under ERISA
                  Section 502(a) following an adverse determination on review.





                                       13
<PAGE>

         (d)      REVIEW PROCEDURE

                  After the claimant has received written notification of the
         denial of the claim, the claimant or a duly authorized representative
         will have 60 days within which to appeal, in writing, a denied claim to
         the full Compensation Committee. The Compensation Committee will afford
         the claimant a full and fair review of the denial of the claim. The
         claimant should include in his written appeal the following information
         to support his claim for benefits:

                  (1) A list of the issues in the claim denial that he chooses
                  to contest, if any, and that he wishes the Compensation
                  Committee to review on appeal;

                  (2) His position on each issue;

                  (3) Any additional facts that he believes support his position
                  on each issue; and

                  (4) Any legal or other arguments he believes support his
                  position on each issue.

                  The claimant or a duly authorized representative will be
                  permitted to submit issues and comments relevant to the claim.
                  Upon request, the claimant will be given reasonable access to,
                  and copies of, all documents and information relevant to the
                  claim for benefits, at no charge.

                  The review will consider all items submitted by the claimant,
                  regardless of whether such information was submitted or
                  considered in the initial benefit determination.

         (e)      DECISION ON REVIEW

                  The decision on review by the Compensation Committee will be
         rendered as promptly as is feasible, but not later than 60 days after
         the receipt of a request for review unless the Compensation Committee
         in its sole discretion, determines that special circumstances require
         an extension of time for processing, in which case a decision will be
         rendered as promptly as is feasible, but not later than 120 days after
         receipt of a request for review.

                  If an extension of time for review is required because of
         special circumstances, written notice of the extension will be
         furnished to the claimant before termination of the initial 60-day
         review period.

                  The decision on review will be in written or electronic form.
         In the event of a claim denial, the decision shall contain: (1)
         specific reasons for the decision, written in a clear and simple
         manner; (2) specific references to the pertinent plan provisions on
         which the decision is based; (3) a statement that the claimant may
         request, at no charge,







                                       14
<PAGE>

         reasonable access to and copies of all documents, records and other
         information relevant to the claim for benefits; and (4) a description
         of the Plan's appeal and arbitration procedures (if any), and the
         claimant's right to bring an action under ERISA Section 502(a).

                  If the decision on review is not furnished within the time
         period(s) set out in this section, the claim will be deemed denied on
         review.

         If the Participant wishes to contest the Compensation Committee's
decision on review, the Participant's claim shall be submitted to binding
arbitration in accordance with the following procedures:

         (f)      ARBITRATION

                  (1) BINDING AGREEMENT TO ARBITRATE. Any claim or controversy
                  arising out of any provision of this Plan that cannot be
                  resolved through the claims procedures provided above, shall
                  be settled by arbitration administered by the American
                  Arbitration Association (the "AAA") under its National Rules
                  for the Resolution of Employment Disputes (the "Rules"), and
                  judgment on the award rendered by the arbitrator(s) may be
                  entered in any court having jurisdiction thereof.

                  (2) SELECTION AND QUALIFICATIONS OF ARBITRATORS. If no party
                  to the arbitration makes a claim in excess of $1.0 million,
                  exclusive of interest and attorneys' fees, the proceedings
                  shall be conducted before a single neutral arbitrator selected
                  in accordance with the Rules. If any party makes a claim that
                  exceeds $1.0 million, the proceedings shall be conducted
                  before a panel of three neutral arbitrators, one of whom shall
                  be selected by each party within 15 days after commencement of
                  the proceeding and the third of whom shall be selected by the
                  first two arbitrators within 10 days after their appointment.
                  If the two arbitrators selected by the parties are unable or
                  fail to agree on the third arbitrator, the third arbitrator
                  shall be selected by the AAA. Each arbitrator shall be a
                  member of the bar of the State of Louisiana and actively
                  engaged in the practice of employment law for at least 15
                  years.

                  (3) LOCATION OF PROCEEDINGS. The place of arbitration shall be
                  New Orleans, Louisiana.

                  (4) REMEDIES. Any award in an arbitration initiated here shall
                  be limited to actual monetary damages, including if determined
                  appropriate by the arbitrator(s) an award of costs and fees to
                  the prevailing party. "Costs and fees" mean all reasonable
                  pre-award expenses of the arbitration, including arbitrator's
                  fees, administrative fees, travel expenses, out-of-pocket
                  expenses such as copying, telephone, witness fees and
                  attorneys' fees. The arbitrator(s) will have no authority to
                  award consequential, punitive or other damages not measured by
                  the prevailing party's actual damages, except as may be
                  required by statute.




                                       15
<PAGE>

                  (5) OPINION. The award of the arbitrators shall be in writing,
                  shall be signed by a majority of the arbitrators, and shall
                  include findings of fact and a statement of the reasons for
                  the disposition of any claim.





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</DOCUMENT>
