STEWART ENTERPRISES INC
EX-10.61 STOCK OPTION AGRMT-1995 INCENTIVE PLAN
<DOCUMENT>
<TYPE>EX-10.61
<SEQUENCE>23
<FILENAME>d93417ex10-61.txt
<DESCRIPTION>EX-10.61 STOCK OPTION AGRMT-1995 INCENTIVE PLAN
<TEXT>
<PAGE>
                                                                   EXHIBIT 10.61


                                     FORM OF
                             STOCK OPTION AGREEMENT
                                FOR THE GRANT OF
                      NON-QUALIFIED STOCK OPTIONS UNDER THE
                            STEWART ENTERPRISES, INC.
              AMENDED AND RESTATED 1995 INCENTIVE COMPENSATION PLAN



         THIS AGREEMENT (the "Agreement") is effective as of January ____, 2000
by and between Stewart Enterprises, Inc., a Louisiana corporation ("SEI"), and
____________________________ ("Optionee").

         WHEREAS Optionee is a key employee of SEI, and SEI considers it
desirable and in its best interest that Optionee be given an inducement to
acquire a proprietary interest in SEI and an added incentive to advance the
interests of SEI by possessing an option to purchase shares of the Class A
common stock of SEI, no par value per share (the "Common Stock") in accordance
with the Stewart Enterprises, Inc. Amended and Restated 1995 Incentive
Compensation Plan (the "Plan").

         NOW, THEREFORE, in consideration of the premises, it is agreed by and
between the parties as follows:

                                       I.

                                 Grant of Option

         SEI hereby grants to Optionee, effective January ____, 2000 (the "Date
of Grant") the right, privilege and option to purchase ______________ shares of
Common Stock (the "Option") at an exercise price of $______ per share (the
"Exercise Price"). The Option shall be exercisable at the time specified in
Section II below. The Option is a non-qualified stock option and shall not be
treated as an incentive stock option under Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code").

                                       II.

                                Time of Exercise

         2.1 Subject to the provisions of the Plan and the other provisions of
this Agreement and subject to the Optionee remaining employed by SEI on the
applicable dates, the Optionee shall be entitled to exercise the Option as
follows:

                  25%      of the total number of shares covered by the Option
                           beginning on January 21, 2001;



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                  50%      of the total number of shares covered by the Option
                           beginning on January 21, 2002, less any shares
                           previously issued;

                  75%      of the total number of shares covered by the Option
                           beginning on January 21, 2003, less any shares
                           previously issued;

                  100%     of the total number of shares covered by the Option
                           beginning on January 21, 2004, less any shares
                           previously issued.

The Option shall expire and may not be exercised later than January 21, 2005.

         2.2 If Optionee's employment is terminated, the Option must be
exercised, to the extent exercisable at the time of termination, within the
periods specified below, but no later than January ____, 2005:

                  (a) In the event of death, disability within the meaning of
         Section 22(e)(3) of the Code, retirement on or after reaching age 65,
         early retirement with the approval of the Board of Directors or any
         termination, other than termination for "cause," after Optionee has
         completed 15 or more years of service with SEI and/or a subsidiary, the
         Option must be exercised within one year following termination of
         employment, after which time the Option shall terminate.

                  (b) In the event of termination for any other reason, the
         Option must be exercised within 30 days following termination of
         employment, after which time the Option shall terminate.

         2.3 The term "cause" shall mean (a) Optionee's breach of any written
employment agreement between Optionee and SEI or a subsidiary or (b) the willful
engaging by Optionee in gross conduct injurious to SEI or the subsidiary that
employs Optionee, which in either case is not remedied within 10 days after SEI
or the employing subsidiary provides written notice to the Optionee of such
breach or willful misconduct.

                                      III.

                          Method of Exercise of Option

         Optionee may exercise all or a portion of the Option by delivering to
SEI a signed written notice of his intention to exercise the Option, specifying
therein the number of shares to be purchased. Upon receiving such notice, and
after SEI has received payment of the Exercise Price in the form permitted in
the Plan, including payment by means of a broker-assisted exercise, as described
in the Plan, the appropriate officer of SEI shall cause the transfer of title of
the shares purchased to Optionee on SEI's stock records and cause to be issued
to Optionee a stock certificate



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for the number of shares being acquired. Optionee shall not have any rights as a
shareholder until the stock certificate is issued to him.

                                       IV.

                                    Deferral

         Optionee may elect to defer receipt of all or any portion of the shares
of Common Stock, or any payment of cash or other consideration in lieu thereof,
that Optionee otherwise would receive upon exercise of the Option, pursuant to a
deferral arrangement that may be established by the Committee and is in effect
at the time of such election; provided, however, that the Committee shall have
no obligation to establish or maintain any such arrangement.

                                       V.

                       No Contract of Employment Intended

         Nothing in this Agreement shall confer upon Optionee any right to
continue in the employment of SEI or any of its subsidiaries, or to interfere in
any way with the right of SEI or any of its subsidiaries to terminate Optionee's
employment relationship with SEI or any of its subsidiaries at any time.

                                       VI.

                                 Binding Effect

         This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective heirs, executors, administrators and
successors.

                                      VII.

                               Non-Transferability

         The Option granted hereby may not be transferred, assigned, pledged or
hypothecated in any manner, by operation of law or otherwise, other than by will
or by the laws of descent and distribution and shall not be subject to
execution, attachment or similar process.



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                                      VIII.

                             Inconsistent Provisions

         The Option granted hereby is subject to the provisions of the Plan as
in effect on the date hereof and as it may be amended. In the event any
provision of this Agreement conflicts with such a provision of the Plan, the
Plan provision shall control. If any provision of this Agreement relating to the
Option conflicts with any provision of any employment or change of control
agreement between SEI and Optionee, the provision in the employment or change of
control agreement shall control.


         IN WITNESS WHEREOF the parties hereto have caused this Agreement to be
executed as of the day and year first above written.

                                     STEWART ENTERPRISES, INC.



                                     By:
                                          -----------------------------------
                                          James W. McFarland
                                          Chairman of the Compensation Committee
                                          of the Board of Directors


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

                                     ----------------------------
                                     Optionee



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                                     FORM OF
                             STOCK OPTION AGREEMENT
                                FOR THE GRANT OF
                      NON-QUALIFIED STOCK OPTIONS UNDER THE
                            STEWART ENTERPRISES, INC.
              AMENDED AND RESTATED 1995 INCENTIVE COMPENSATION PLAN

<Table>
<Caption>
                                                                EXERCISE        NUMBER OF OPTIONS
NAME                                                DATE        PRICE           GRANTED
----                                                ----        --------        -----------------
<S>                                                 <C>         <C>             <C>

William E. Rowe                                     1/21/00     $     5.50        500,000
Brian J. Marlowe                                    1/21/00     $     5.50        500,000
Kenneth C. Budde                                    1/21/00     $     5.50        360,000
Michael K. Crane, Sr.                               1/21/00     $     5.50         21,600
Brent F. Heffron                                    1/21/00     $     5.50        288,000
Randall L. Stricklin                                1/21/00     $     5.50         21,600
G. Kenneth Stephens, Jr.                            1/21/00     $     5.50         21,600
Everett N. Kendrick                                 1/21/00     $     5.50         21,600
Lawrence B. Hawkins                                 1/21/00     $     5.50        108,000
Ronald H. Patron                                    1/21/00     $     5.50         72,000
G. Kenneth Stephens, Jr.                            1/31/00     $     6.00        158,400
Everett N. Kendrick                                 1/31/00     $     6.00        158,400
</Table>


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