STEWART ENTERPRISES INC
RESTRICTED STOCK AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>h20527exv10w1.txt
<DESCRIPTION>RESTRICTED STOCK AGREEMENT
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.1

                           RESTRICTED STOCK AGREEMENT
                         UNDER THE AMENDED AND RESTATED
                            STEWART ENTERPRISES, INC.
                        1995 INCENTIVE COMPENSATION PLAN

      THIS AGREEMENT (the "Agreement") is effective as of November 18, 2004, by
and between Stewart Enterprises, Inc., a Louisiana corporation, ("SEI") and
Kenneth C. Budde ("Award Recipient").

      WHEREAS, SEI maintains the Amended and Restated 1995 Incentive
Compensation Plan (the "Plan"), under which the Compensation Committee of the
Board of Directors of SEI (the "Committee") may, among other things, grant
restricted shares (the "Restricted Stock") of SEI's Class A common stock, no par
value per share (the "Common Stock"), to key employees of SEI and its
subsidiaries (collectively, the "Company") as the Committee may determine,
subject to terms, conditions, or restrictions as it may deem appropriate;

      WHEREAS, pursuant to the Plan, the Committee has awarded to the Award
Recipient shares of Restricted Stock.

      NOW, THEREFORE, in consideration of the premises, it is agreed with
respect to the Restricted Stock as follows:

                                       1.
                                 AWARD OF SHARES

      1.1 Under the terms of the Plan, the Committee hereby awards to the Award
Recipient, in consideration of future services, 72,000 shares of Restricted
Stock.

      1.2 All awards hereunder are subject to the terms, conditions, and
restrictions set forth in the Plan and in this Agreement. The definition of all
capitalized terms used herein and not otherwise defined herein shall be as
provided in the Plan.

                                       2.
                                     VESTING

      2.1 Subject to the provisions of the Plan and the other provisions of this
Agreement, the shares of Restricted Stock granted hereby vest in installments as
provided below, if the Award Recipient remains employed by the Company on the
applicable vesting dates:

<TABLE>
<CAPTION>
                            NUMBER OF SHARES OF RESTRICTED STOCK
SCHEDULED VESTING DATE                     VESTING
----------------------                     -------
<S>                         <C>
    November 18, 2005                      18,000
    November 18, 2006                      18,000
    November 18, 2007                      36,000
</TABLE>

      2.2 The shares of Restricted Stock shall also vest, if so provided in an
employment agreement between SEI and the Award Recipient (the "Employment
Agreement").

<PAGE>

      2.3 Under the terms of the Plan, all shares of Restricted Stock shall vest
in full upon a Change of Control of SEI.

                                       3.
                        RESTRICTIONS ON RESTRICTED STOCK

      In addition to the conditions and restrictions provided in the Plan, the
shares of Restricted Stock and the right to vote the Restricted Stock and to
receive dividends thereon may not be sold, assigned, transferred, exchanged,
pledged, hypothecated or otherwise encumbered prior to vesting. Subject to the
restrictions on transfer provided in this Section 3, the Award Recipient shall
be entitled to all rights of a shareholder of SEI with respect to the Restricted
Stock, including the right to vote the shares and receive dividends and/or other
distributions declared thereon.

                                       4.
                            TERMINATION OF EMPLOYMENT

      Except as otherwise provided in the Employment Agreement, termination of
the Award Recipient's employment shall result in forfeiture of all unvested
Restricted Stock.

                                       5.
                               STOCK CERTIFICATES

      5.1 The stock certificates evidencing the Restricted Stock shall be
retained by SEI until the lapse of restrictions under the terms hereof. SEI
shall place a legend, in the form specified in the Plan, on the stock
certificates restricting the transferability of the shares of Restricted Stock.

      5.2 Upon the lapse of restrictions on shares of Restricted Stock, SEI
shall cause a stock certificate without a restrictive legend to be issued with
respect to the vested Restricted Stock in the name of the Award Recipient or his
nominee within 30 days. Upon receipt of such stock certificate, the Award
Recipient is free to hold or dispose of the shares represented by such
certificate, subject to applicable securities laws.

                                       6.
                                    DIVIDENDS

      Any dividends paid on shares of Restricted Stock shall be paid to the
Award Recipient currently.

                                       7.
                                      TAXES

      7.1 Unless an Award Recipient timely makes the election described in
Section 7.2, at the time that all or any portion of the Restricted Stock vests,
the Award Recipient must deliver to

<PAGE>

SEI the amount of income tax withholding required by law. In accordance with the
terms of the Plan, the Award Recipient may satisfy the tax withholding
obligation by delivering currently owned shares of Common Stock or by electing
to have SEI withhold from the shares the Award Recipient otherwise would receive
shares of Common Stock having a value equal to the minimum amount required to be
withheld.

      7.2 The Award Recipient understands that the Award Recipient (and not the
Company) shall be responsible for the Award Recipient's own tax liability that
may arise as a result of the transactions contemplated by this Agreement. The
Award Recipient understands that Section 83 of the Internal Revenue Code of
1986, as amended (the "Code"), taxes as ordinary income the Fair Market Value of
the Restricted Stock as of the date any restrictions on the shares lapse. The
Award Recipient understands that the Award Recipient may elect to be taxed at
the time the Restricted Stock is granted rather than upon vesting by filing an
election under Section 83(b) of the Code with the I.R.S. within thirty days from
the date of grant. The form for making this election is available from the
Secretary of SEI upon the request of the Award Recipient.

                                       8.
                       NO CONTRACT OF EMPLOYMENT INTENDED

      Nothing in this Agreement shall confer upon the Award Recipient any right
to continue in the employment of the Company, or to interfere in any way with
the right of the Company to terminate the Award Recipient's employment
relationship with the Company at any time.

                                       9.
                                 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.

                                       10.
                             INCONSISTENT PROVISIONS

      The shares of Restricted Stock granted hereby are subject to the
provisions of the Plan as in effect on the date hereof and as it may be amended.
If any provision of this Agreement conflicts with a provision of the Plan, the
Plan provision shall control. If any provision of this Agreement relating to the
Restricted Stock conflicts with any provision of any employment or change of
control agreement between SEI and the Award Recipient, the provision in the
employment or change of control agreement shall control.

                                       11.
                                  GOVERNING LAW

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

                                       12.
                                  SEVERABILITY

<PAGE>

      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, the Award Recipient and SEI
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.

                                      13.
                         ENTIRE AGREEMENT; MODIFICATION

      The Plan and this Agreement contain the entire agreement between the
parties with respect to the subject matter contained herein and may not be
modified, except as provided in the Plan, as it may be amended from time to time
in the manner provided therein, or in this Agreement, as it may be amended from
time to time by a written document signed by each of the parties hereto. Any
oral or written agreements, representations, warranties, written inducements, or
other communications made prior to the execution of the Agreement shall be void
and ineffective for all purposes.

      By Award Recipient's signature below, Award Recipient represents that he
is familiar with the terms and provisions of the Plan, and hereby accepts this
Agreement subject to all of the terms and provisions thereof. Award Recipient
has reviewed the Plan and this Agreement in their entirety and fully understands
all provisions of this Agreement. Award Recipient agrees to accept as binding,
conclusive and final all decisions or interpretations of the Compensation
Committee upon any questions arising under the Plan or this Agreement.

      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: /s/JAMES W. MCFARLAND
                                        ---------------------
                                           James W. McFarland,
                                        Chairman of the Compensation
                                        Committee of the Board of Directors

                                        /s/KENNETH C. BUDDE
                                    -----------------------
                                            Kenneth C. Budde
                                             Award Recipient

</TEXT>
</DOCUMENT>
