STEWART ENTERPRISES INC
EX-10.2 EMPLOYMENT AGRMT AMENDMENT-B. MARLOWE
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>d96915exv10w2.txt
<DESCRIPTION>EX-10.2 EMPLOYMENT AGRMT AMENDMENT-B. MARLOWE
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.2




                               AMENDMENT NO. 1 TO
                              EMPLOYMENT AGREEMENT

         This Amendment No. 1 to Employment Agreement is made as of this 1st day
of April, 2002, by and between Stewart Enterprises, Inc., a Louisiana
corporation (the "Company"), and Brian J. Marlowe (the "Employee").

                                   WITNESSETH:

         WHEREAS, the Company has entered into an Employment Agreement with the
Employee dated as of November 1, 2001 (the "Employment Agreement"); and

         WHEREAS, the Company and the Employee have agreed to eliminate certain
benefits payable to Employee upon termination of employment in consideration of
the inclusion of Employee as an initial participant in a Supplemental Executive
Retirement Plan (the "SERP").

         NOW, THEREFORE, for and in consideration of the continued employment of
Employee by the Company, the payment of wages, salary and other compensation to
Employee by the Company and the benefits potentially payable to Employee under
the SERP, the parties hereto agree as follows, effective as of April 1, 2002:

         SECTION 1. Except as expressly amended herein, all of the terms and
provisions of the Employment Agreement shall remain in full force and effect.

         SECTION 2. Article IV, Section 5 of the Employment Agreement is hereby
deleted in its entirety.

         SECTION 3. Article IV, Section 6 of the Employment Agreement is hereby
renumbered as Article IV, Section 5.

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and signed as of the date indicated above.

                                  STEWART ENTERPRISES, INC.


                                  By:
                                     ----------------------------------------
                                           James W. McFarland
                                           Compensation Committee Chairman

                                  EMPLOYEE:


                                  -------------------------------------------
                                               Brian J. Marlowe




</TEXT>
</DOCUMENT>
