STEWART ENTERPRISES INC
<DOCUMENT>
<TYPE>EX-10.16
<SEQUENCE>18
<FILENAME>0018.txt
<TEXT>

                            INDEMNITY AGREEMENT


     This  INDEMNITY  AGREEMENT  is  made  as  of  January 31, 2000, by and
between   Stewart   Enterprises,   Inc.,   a  Louisiana  corporation   (the
"Corporation"), and G. Kenneth Stephens, Jr. ("Indemnitee").

     In  consideration of Indemnitee's continued  service  after  the  date
hereof, the Corporation and Indemnitee do hereby agree as follows:

     1.   AGREEMENT  TO SERVE.  Indemnitee shall serve or continue to serve
as an officer of the Corporation, and as a director or officer of any other
corporation,  subsidiary,   partnership,  joint  venture,  trust  or  other
enterprise of which he is serving  at  the  request of the Corporation, and
agrees to serve in such capacities for so long  as  he  is  duly elected or
appointed  and  qualified  or  until  such  earlier time as he tenders  his
resignation in writing.

     2.   DEFINITIONS.  As used in this Agreement:

          (a)  The  term  "Claim"  shall mean any  threatened,  pending  or
completed  claim, action, suit or proceeding,  including  appeals,  whether
civil,  criminal,   administrative   or   investigative  and  whether  made
judicially or extra-judicially, including any  action by or in the right of
the Corporation, or any separate issue or matter  therein,  as  the context
requires.

          (b)  The term "Determining Body" shall mean (i) those members  of
the  Board of Directors who are not named as parties to the Claim for which
indemnification  is  being  sought ("Impartial Directors"), if there are at
least three Impartial Directors,  or  (ii)  a  committee  of at least three
Impartial  Directors appointed by the Board or a duly authorized  committee
thereof (regardless  whether  the  directors voting on such appointment are
Impartial  Directors) or (iii) if there  are  fewer  than  three  Impartial
Directors or  if the Board of Directors or the committee appointed pursuant
to clause (ii)  of  this  paragraph  so  directs  (regardless  whether  the
directors  voting on such appointment are Impartial Directors), independent
legal counsel, which may be the regular outside counsel of the Corporation,
as designated  by  the  Impartial Directors or, if no such directors exist,
the full Board of Directors.

          (c)  The term "Disbursing  Officer"  shall  mean the President of
the Corporation or, if the President has a direct or indirect  interest  in
the  Claim  for which indemnification is being sought, any officer who does
not have such  an interest and who is designated by the President to be the
Disbursing Officer  with respect to indemnification requests related to the
Claim, which designation  shall  be  made  promptly  after  receipt  of the
initial request for indemnification with respect to such Claim.

          (d)  The  term  "Expenses"  shall  mean  any  expenses  or  costs
including,  without  limitation,  attorney's  fees,  judgments, punitive or
exemplary damages, fines, excise taxes or amounts paid in settlement.

          (e)  The  term "Insurance Policy" shall mean  the  Directors  and
Officers Liability Policy  that  the Corporation has obtained from CNA, and
the Excess Directors and Officers  Liability  Policies that the Corporation
has  obtained  from  Reliance  Insurance  Co.  and Chubb/Federal  Insurance
Company,  on behalf of its directors and officers  for  the  policy  period
commencing September 27, 1999 and ending September 27, 2000.

     3.   LIMITATION  OF  LIABILITY.  To  the  fullest  extent permitted by
Article  VII  of  the Articles of Incorporation of the Corporation  (as  in
effect on the date  hereof),  Indemnitee shall not be liable for any breach
of his fiduciary duty.  If and to the extent such provisions are amended to
permit further limitations of liability, Indemnitee shall not be liable for
any breach of his fiduciary duty  to the fullest extent permitted after any
such amendment.

     4.   MAINTENANCE OF INSURANCE.   (a)  The  Corporation  represents and
warrants  that  it presently maintains in force and effect a directors  and
officers  liability  insurance  policy  with  coverage  comparable  to  the
coverage provided under the Insurance Policy, and Indemnitee represents and
warrants that  he has been furnished with a copy of the policy currently in
effect and of the  Insurance  Policy.   Subject  only  to the provisions of
Section  4(b)  hereof,  the  Corporation  hereby agrees that,  so  long  as
Indemnitee shall continue to serve in any capacity  referred  to in Section
5(a)  hereof and thereafter so long as Indemnitee shall be subject  to  any
possible  Claim, the Corporation shall use its commercially reasonable best
efforts to  purchase  and  maintain in effect for the benefit of Indemnitee
one  or  more valid and enforceable  policies  of  directors  and  officers
liability   insurance   providing,  in  all  respects,  coverage  at  least
comparable to that provided pursuant to the Insurance Policy.

          (b)  The Corporation  shall  not  be  required  to  purchase  and
maintain  the  Insurance  Policy  or any comparable policy if directors and
officers liability insurance is not  reasonably  available  or  if,  in the
reasonable  business  judgment  of  the  then directors of the Corporation,
there is insufficient benefit to the Corporation from such insurance.

     5.   ADDITIONAL INDEMNITY.

          (a)  To the extent any Expenses  incurred  by  Indemnitee  are in
excess  of the amounts reimbursed or indemnified pursuant to the provisions
of Section  4  hereof,  the  Corporation  shall indemnify and hold harmless
Indemnitee  against  any  Expenses  actually  and  reasonably  incurred  by
Indemnitee  (as they are incurred) in connection  with  any  Claim  against
Indemnitee, or  involving Indemnitee solely as a witness or person required
to give evidence,  by  reason of Indemnitee's position as a (i) director or
officer of the Corporation,  (ii)  director or officer of any subsidiary of
the Corporation or as a fiduciary with respect to any employee benefit plan
of the Corporation, or (iii) director,  officer, partner, employee or agent
of another corporation, partnership, joint  venture,  trust  or  other for-
profit or not-for-profit entity or enterprise, if such position is  or  was
held at the request of the Corporation, whether relating to service in such
position  before  or  after  the  effective  date of this Agreement, if (A)
Indemnitee  is successful in his defense of the  Claim  on  the  merits  or
otherwise or  (B) Indemnitee has been found by the Determining Body to have
met the Standard of Conduct (as hereinafter defined); provided that (1) the
amount of Expenses for which the Corporation shall indemnify Indemnitee may
be reduced by the  Determining Body to such amount as it deems proper if it
determines that the  Claim  involved  the  receipt  of  personal benefit by
Indemnitee,  and  (2)  no indemnification shall be made in respect  of  any
Claim as to which Indemnitee  shall  have  been  adjudged  by  a  court  of
competent  jurisdiction,  after  exhaustion of all appeals therefrom, to be
liable for willful or intentional misconduct in the performance of his duty
to  the  Corporation  or to have obtained  an  improper  personal  benefit,
unless,  and  only  to the  extent  that,  a  court  shall  determine  upon
application that, despite  the adjudication of liability but in view of all
the circumstances of the case, Indemnitee is fairly and reasonably entitled
to indemnity for such Expenses which the court shall deem proper.

          (b)  For purposes of this Agreement, the "Standard of Conduct" is
met when conduct by Indemnitee  with  respect  to which a Claim is asserted
was conduct performed in good faith which he reasonably  believed to be in,
or not opposed to, the best interest of the Corporation, and,  in  the case
of  a  Claim  which  is  a  criminal  action  or  proceeding,  conduct that
Indemnitee had no reasonable cause to believe was unlawful. The termination
of any Claim by judgment, order, settlement, conviction, or upon  a plea of
NOLO  CONTENDERE  or  its  equivalent,  shall  not,  of  itself,  create  a
presumption that Indemnitee did not meet the Standard of Conduct.

          (c)  Promptly  upon  becoming aware of the existence of any Claim
as to which Indemnitee may be indemnified  for  Expenses  and  as  to which
Indemnitee  desires to obtain indemnification, Indemnitee shall notify  the
President of  the  Corporation,  but  the  failure  to  promptly notify the
President shall not relieve the Corporation from any obligation  hereunder,
except  and  to the extent that such failure has materially and irrevocably
harmed the Corporation's  ability  to defend against such Claim pursuant to
Section 5(f) hereof.  Upon receipt of  such  request,  the  President shall
promptly  advise the members of the Board of Directors of the  request  and
that the establishment of a Determining Body with respect thereto will be a
matter to be  considered  at  the  next  regularly scheduled meeting of the
Board.  If a meeting of the Board of Directors  is  not regularly scheduled
within 120 calendar days of the date the President receives  notice  of the
Claim,  the  President  shall  cause  a  special  meeting  of  the Board of
Directors to be called within such period in accordance with the provisions
of  the  Corporation's  By-laws.   After  the  Determining  Body  has  been
established,  the  President shall inform Indemnitee of the constitution of
the Determining Body and Indemnitee shall provide the Determining Body with
all  facts  relevant to  the  Claim  known  to  him,  and  deliver  to  the
Determining Body  all  documents  relevant  to the Claim in his possession.
Before  the  60th day (the "Determination Date")  after  its  receipt  from
Indemnitee of  such  information, together with such additional information
as the Determining Body  may reasonably request of Indemnitee prior to such
date (the receipt of which  shall  not  begin  a  new  60-day  period), the
Determining  Body  shall  determine  whether or not Indemnitee has met  the
Standard of Conduct and shall advise Indemnitee  of  its determination.  If
Indemnitee  shall  have  supplied  the Determining Body with  all  relevant
information, including all additional  information  reasonably requested by
the  Determining  Body,  any  failure of the Determining  Body  to  make  a
determination by or on the Determination Date as to whether the Standard of
Conduct was met shall be deemed  to be a determination that the Standard of
Conduct was met by Indemnitee.

          (d)  If  at any time during  the  60-day  period  ending  on  the
Determination Date,  Indemnitee  becomes  aware  of  any  relevant facts or
documents  not  theretofore  provided  by  him  to  the  Determining  Body,
Indemnitee  shall  promptly  inform the Determining Body of such  facts  or
documents, unless the Determining Body has obtained such facts or documents
from another source.  The provision  of  such facts to the Determining Body
shall not begin a new 60-day period.

          (e)  The  Determining  Body shall  have  no  power  to  revoke  a
determination that Indemnitee met the Standard of Conduct unless Indemnitee
(i) submits fraudulent information  to  the  Determining  Body  at any time
during the 60 days prior to the Determination Date or (ii) fails  to comply
with  the  provisions  of  Sections  5(c) or 5(d) hereof, including without
limitation  Indemnitee's  obligation to  submit  information  or  documents
relevant to the Claim reasonably requested by the Determining Body prior to
the Determination Date.

          (f)  In  the case  of  any  Claim  not  involving  any  proposed,
threatened or pending criminal proceeding,

               (i)  if  Indemnitee  has, in the judgment of the Determining
Body, met the Standard of Conduct, the Corporation may, except as otherwise
provided below, individually or jointly  with  any other indemnifying party
similarly  notified,  assume  the defense thereof with  counsel  reasonably
satisfactory to Indemnitee.  If  the Corporation assumes the defense of the
Claim, it shall keep Indemnitee informed as to the progress of such defense
so  that  Indemnitee may make an informed  decision  as  to  the  need  for
separate counsel.   After  notice  from the Corporation that it is assuming
the defense of the Claim, it will not  be  liable  to Indemnitee under this
Agreement  for  any  legal  or  other  expenses  subsequently  incurred  by
Indemnitee in connection with the defense other than  reasonable  costs  of
investigation  or  as  otherwise provided below.  Indemnitee shall have the
right to employ its own  counsel in such action, suit or proceeding but the
fees and expenses of such  counsel  incurred  after  such  notice  from the
Corporation  of  its  assumption of the defense shall be at the expense  of
Indemnitee unless (A) the  employment  of  counsel  by  Indemnitee has been
authorized  by  the Determining Body, (B) Indemnitee shall  have  concluded
reasonably that there may be a conflict of interest between the Corporation
and Indemnitee in  the  conduct  of  the  defense of such action or (C) the
Corporation shall not in fact have employed  counsel  to assume the defense
of  such  action, in each of which cases the fees and expenses  of  counsel
shall be at  the  expense of the Corporation.  The Corporation shall not be
entitled to assume the defense of any action, suit or proceeding brought by
or in the right of  the  Corporation  or  as to which Indemnitee shall have
made the conclusion provided for in (B) above; and

               (ii) the Corporation shall fairly  consider any proposals by
Indemnitee  for  settlement  of the Claim.  If the Corporation  proposes  a
settlement of the Claim and such  settlement  is  acceptable  to the person
asserting  the Claim, or the Corporation believes a settlement proposed  by
the  person asserting  the  Claim  should  be  accepted,  it  shall  inform
Indemnitee  of  the  terms  of  such  proposed  settlement  and shall fix a
reasonable date by which Indemnitee shall respond.  If Indemnitee agrees to
such terms, he shall execute such documents as shall be necessary  to  make
final  the  settlement.   If  Indemnitee  does  not  agree with such terms,
Indemnitee  may  proceed  with the defense of the Claim in  any  manner  he
chooses, provided that if Indemnitee  is  not  successful  on the merits or
otherwise, the Corporation's obligation to indemnify such Indemnitee  as to
any Expenses incurred following his disagreement with the Corporation shall
be  limited  to the lesser of (A) the total Expenses incurred by Indemnitee
following his  decision not to agree to such proposed settlement or (B) the
amount that the  Corporation  would  have paid pursuant to the terms of the
proposed settlement.  If, however, the  proposed  settlement  would  impose
upon  Indemnitee  any  requirement to act or refrain from acting that would
materially interfere with  the  conduct of Indemnitee's affairs, Indemnitee
may refuse such settlement and continue  his defense of the Claim, if he so
desires,  at the Corporation's expense in accordance  with  the  terms  and
conditions  of  this Agreement without regard to the limitations imposed by
the immediately preceding  sentence.   In  any event, the Corporation shall
not  be  obligated  to  indemnify  Indemnitee for  any  amount  paid  in  a
settlement that the Corporation has not approved.

          (g)  In the case of any Claim involving a proposed, threatened or
pending criminal proceeding, Indemnitee  shall  be  entitled to conduct the
defense of the Claim with counsel of his choice and to  make  all decisions
with respect thereto, provided, however, that the Corporation shall  not be
obliged to indemnify Indemnitee for any amount paid in settlement of such a
Claim unless the Corporation has approved such settlement.

          (h)  After notifying the Corporation of the existence of a Claim,
Indemnitee  may  from  time  to  time  request  the  Corporation to pay the
Expenses  (other  than  judgments,  fines,  penalties  or amounts  paid  in
settlement) that he incurs in pursuing a defense of the  Claim prior to the
time that the Determining Body determines whether the Standard  of  Conduct
has  been  met.   The Disbursing Officer shall pay to Indemnitee the amount
requested (regardless  of  Indemnitee's  apparent  ability  to  repay  such
amount)  upon  receipt  of  an undertaking by or on behalf of Indemnitee to
repay such amount if it shall  ultimately  be  determined  that  he  is not
entitled  to  be  indemnified  by  the Corporation under the circumstances,
provided, however, that if the Disbursing  Officer  does  not  believe such
amount  to be reasonable, he shall advance the amount deemed by him  to  be
reasonable  and  Indemnitee  may apply directly to the Determining Body for
the remainder of the amount requested.

          (i)  After the Determining  Body has determined that the Standard
of  Conduct  has  been met, for so long as  and  to  the  extent  that  the
Corporation is required  to  indemnify Indemnitee under this Agreement, the
provisions of Section 5(h) hereof  shall  continue to apply with respect to
Expenses incurred after such time except that  (i)  no undertaking shall be
required  of  Indemnitee  and  (ii)  the Disbursing Officer  shall  pay  to
Indemnitee  the amount of any fines, penalties  or  judgments  against  him
which have become  final  and  for  which he is entitled to indemnification
hereunder, and any amount of indemnification ordered to be paid to him by a
court.

          (j)  Any  determination  by  the   Corporation  with  respect  to
settlement of a Claim shall be made by the Determining Body.

          (k)  All determinations and judgments  made  by  the  Determining
Body hereunder shall be made in good faith.

     6.   ENFORCEMENT.

          (a)  The  rights  provided by this Agreement shall be enforceable
by Indemnitee in any court of competent jurisdiction.

          (b)  If Indemnitee  seeks  a  judicial adjudication of his rights
under,  or  to recover damages for breach of,  this  Agreement,  Indemnitee
shall be entitled to recover from the Corporation, and shall be indemnified
by the Corporation  against,  any  and all expenses actually and reasonably
incurred by him in connection with such proceeding, but only if he prevails
therein.  If it shall be determined  that Indemnitee is entitled to receive
part but not all of the relief sought, then Indemnitee shall be entitled to
be reimbursed for all expenses incurred  by  him  in  connection  with such
judicial  adjudication  if  the  amount  to  which  he  is determined to be
entitled exceeds 50% of the amount of his claim.  Otherwise,  the  expenses
incurred by Indemnitee in connection with such judicial adjudication  shall
be appropriately prorated.

          (c)  In any judicial proceeding described in this Section 6,  the
Corporation  shall  bear  the  burden  of  proving  that  Indemnitee is not
entitled to the relief sought.

     7.   SAVING CLAUSE.  If any provision of this Agreement  is determined
by a court having jurisdiction over the matter to violate or conflict  with
applicable  law,  the  court  shall  be  empowered to modify or reform such
provision so that, as modified or reformed,  such  provision  provides  the
maximum indemnification permitted by law and such provision, as so modified
or  reformed,  and  the  balance  of  this  Agreement,  shall be applied in
accordance  with  their  terms.   Without  limiting the generality  of  the
foregoing, if any portion of this Agreement  shall  be  invalidated  on any
ground, the Corporation shall nevertheless indemnify Indemnitee to the full
extent permitted by any applicable portion of this Agreement that shall not
have  been invalidated and to the full extent permitted by law with respect
to that portion that has been invalidated.

     8.   NON-EXCLUSIVITY.  (a)  The  indemnification  and  advancement  of
Expenses  provided  by  or  granted pursuant to this Agreement shall not be
deemed exclusive of any other  rights  to which Indemnitee is or may become
entitled   under   any   statute,   articles  of   incorporation,   by-law,
authorization of stockholders or directors, agreement, or otherwise.

          (b)  It is the intent of the  Corporation  by  this  Agreement to
indemnify  and hold harmless Indemnitee to the fullest extent permitted  by
law, so that  if  applicable  law  would  permit the Corporation to provide
broader   indemnification   rights  than  are  currently   permitted,   the
Corporation shall indemnify and  hold  harmless  Indemnitee  to the fullest
extent permitted by applicable law notwithstanding that the other  terms of
this Agreement would provide for lesser indemnification.

     9.   CONFIDENTIALITY.   The  Corporation  and  Indemnitee  shall  keep
confidential to the extent permitted by law and their fiduciary obligations
all information and determinations  provided  pursuant to or arising out of
the operations of this Agreement and the Corporation  and  Indemnitee shall
instruct its or his agents and employees to do likewise.

     10.  COUNTERPARTS.   This Agreement may be executed in any  number  of
counterparts, each of which  shall  constitute an original but all of which
taken together shall be deemed to constitute a single instrument.

     11.  APPLICABLE  LAW.   This  Agreement   shall  be  governed  by  and
construed  in  accordance  with  the  substantive  laws  of  the  State  of
Louisiana.

     12.  SUCCESSORS  AND ASSIGNS.  This Agreement shall  be  binding  upon
Indemnitee and upon the  Corporation, its successors and assigns, and shall
inure to the benefit of Indemnitee's  heirs,  personal representatives, and
assigns and to the benefit of the Corporation, its successors and assigns.

     13.  AMENDMENT.    No   amendment,   modification,    termination   or
cancellation  of this Agreement shall be effective unless made  in  writing
signed by the Corporation  and  Indemnitee.  Notwithstanding any amendment,
modification, termination or cancellation  of this Agreement or any portion
hereof, Indemnitee shall be entitled to indemnification  in accordance with
the provisions hereof with respect to any acts or omissions  of  Indemnitee
which   occur   prior  to  such  amendment,  modification,  termination  or
cancellation.

     14.  GENDER.   All  pronouns  and  variations  thereof  used  in  this
Agreement  shall  be  deemed  to refer to the masculine, feminine or neuter
gender, singular or plural, as  the identity of the person, persons, entity
or entities referred to may require.

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


                                    STEWART ENTERPRISES, INC.


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


                                    INDEMNITEE:

                                         /S/ KENNETH STEPHENS, JR.
                                       -------------------------------
                                         G. Kenneth Stephens, Jr.


</TEXT>
</DOCUMENT>
