STEWART ENTERPRISES INC
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<TITLE>CRANE EMPLOYMENT AGREEMENT</TITLE>
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<b>
<p ALIGN="CENTER">EMPLOYMENT AGREEMENT</p>
</b>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; This
Employment Agreement (&quot;Agreement&quot;) between Stewart Enterprises, Inc.,
a Louisiana corporation (the &quot;Company&quot;), and Michael K. Crane (the
&quot;Employee&quot;) is effective as of February 1, 2001 (the &quot;Agreement
Date&quot;).</p>
<b>
<p ALIGN="CENTER">W I T N E S S E T H:</p>
</b>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; WHEREAS,
Employee currently is employed by the Company;</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; WHEREAS,
the Company desires to retain the services of Employee pursuant to the terms of
this Agreement, subject to Employee's acceptance of the conditions stated
herein;</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; WHEREAS,
during the course of his employment with the Company, Employee has or will have
received extensive and unique knowledge, training and education in, and access
to resources involving, the Death Care Business (as defined below) at a
substantial cost to the Company, which Employee acknowledges has enhanced or
substantially will enhance Employee's skills and knowledge in such business;</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; WHEREAS,
during the course of his employment with the Company, Employee has had and will
continue to have access to certain valuable oral and written information,
knowledge and data relating to the business and operations of the Company and
its subsidiaries that is non-public, confidential or proprietary in nature and
is particularly useful in the Death Care Business; and</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; WHEREAS,
in view of the training provided by the Company to Employee, its cost to the
Company, the need for the Company to be protected against disclosures by
Employee of the Company's and its subsidiaries' trade secrets and other
non-public, confidential or proprietary information, the Company and Employee
desire, among other things, to prohibit Employee from disclosing or utilizing,
outside the scope and term of his employment, any non-public, confidential or
proprietary information, knowledge and data relating to the business and
operations of the Company or its subsidiaries received by Employee during the
course of his employment, and to restrict the ability of Employee to compete
with the Company or its subsidiaries for a limited period of time.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; NOW,
THEREFORE, for and in consideration of the continued employment of Employee by
the Company and the payment of wages, salary and other compensation to Employee
by the Company, the parties hereto agree as follows:</p>
<b>
<p ALIGN="CENTER">ARTICLE I<br>
EMPLOYMENT CAPACITY AND TERM</p>
</b>
<p><b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </b>1.&nbsp;&nbsp;&nbsp;
<b>Capacity and Duties of Employee</b>. The Employee is employed by the Company
to render services on behalf of the Company as Senior Vice President and
President - Central Division. As the Senior Vice President and President -
Central Division, the Employee shall perform such duties as are assigned to the
individual holding such title by the Company's Bylaws and such other duties,
consistent with the Employee's job title, as may be prescribed from time to time
by the Board of Directors of the Company (the &quot;Board&quot;) and/or the
Company's Chief Executive Officer.</p>
<p><b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </b>2.&nbsp;&nbsp;&nbsp;
<b>Employment Term</b>. The term of this Agreement (the &quot;Employment
Term&quot;) shall commence on the Agreement Date and shall continue through
October 31, 2001, subject to any earlier termination of Employee's status as an
employee pursuant to this Agreement.</p>
<p><b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </b>3.&nbsp;&nbsp;&nbsp;
<b>Devotion to Responsibilities</b>.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; During the
Employment Term, the Employee shall devote all of his business time to the
business of the Company, shall use his reasonable best efforts to perform
faithfully and efficiently his duties under this Agreement, and shall not engage
in or be employed by any other business; provided, however, that nothing
contained herein shall prohibit the Employee from (a) serving as a member of the
board of directors, board of trustees or the like of any for-profit or
non-profit entity that does not compete with the Company, or performing services
of any type for any civic or community entity, whether or not the Employee
receives compensation therefor, (b) investing his assets in such form or manner
as shall require no more than nominal services on the part of the Employee in
the operation of the business of the entity in which such investment is made, or
(c) serving in various capacities with, and attending meetings of, industry or
trade groups and associations, as long as the Employee's engaging in any
activities permitted by virtue of clauses (a), (b) and (c) above does not
materially and unreasonably interfere with the ability of the Employee to
perform the services and discharge the responsibilities required of him under
this Agreement. Notwithstanding clause (b) above, during the Employment Term,
the Employee may not beneficially own more than 2% of the equity interests of a
business organization required to file periodic reports with the Securities and
Exchange Commission under the Securities Exchange Act of 1934 (the
&quot;Exchange Act&quot;) and may not beneficially own more than 2% of the
equity interests of a business organization that competes with the Company. For
purposes of this paragraph, &quot;beneficially own&quot; shall have the same
meaning ascribed to that term in Rule 13d-3 under the Exchange Act.</p>
<b>
<p ALIGN="CENTER">ARTICLE II<br>
COMPENSATION AND BENEFITS</p>
</b>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; During the
Employment Term, the Company shall provide the Employee with the compensation
and benefits described below:</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 1. <b>&nbsp;&nbsp;
</b> <b>Salary</b>. Effective February 1, 2001, a salary (&quot;Base
Salary&quot;) at the rate of $225,000 per fiscal year of the Company
(&quot;Fiscal Year&quot;), payable to the Employee at such intervals as other
salaried employees of the Company are paid.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 2. <b>&nbsp;&nbsp;
</b> <b>Bonus</b>. (a) The Employee shall be eligible to receive an incentive
bonus (the &quot;Bonus&quot;) of up to $225,000 for service as the Senior Vice
President and President - Central Division for Fiscal Year 2001. The Bonus shall
be awarded based upon factors to be set forth in a supplement to this Agreement.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(b)&nbsp;&nbsp;&nbsp;&nbsp; The Bonus shall be paid in cash not later than 30
days following the filing of the Company's annual report on Form 10-K for the
Fiscal Year in which the Bonus has been earned.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 3. <b>&nbsp;&nbsp;
</b> <b>Benefits</b>. The Company shall provide the Employee with the following
fringe benefits and perquisites:</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(a)&nbsp;&nbsp;&nbsp;&nbsp; An automobile allowance of $720 per month. The
Company will reimburse the Employee for all gasoline, maintenance, repairs and
insurance for Employee's personal car, as if it were a Company-owned vehicle;</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(b)&nbsp;&nbsp;&nbsp;&nbsp; Reimbursement for membership dues, including
assessments and similar charges, in one or more clubs deemed useful for business
purposes in an amount not to exceed $8,000 or such additional amounts as may be
approved by the President;</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(c)&nbsp;&nbsp;&nbsp;&nbsp; First class air travel;</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(d)&nbsp;&nbsp;&nbsp;&nbsp; Fully-paid insurance benefit package available to
all employees; and</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(e)&nbsp;&nbsp;&nbsp;&nbsp; All other benefit programs similar to those provided
other employees of the Company.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 4. <b>&nbsp;&nbsp;
</b> <b>Expenses</b>. The Employee shall be reimbursed for reasonable
out-of-pocket expenses incurred from time to time on behalf of the Company or
any subsidiary in the performance of his duties under this Agreement, upon the
presentation of such supporting invoices, documents and forms as the Company
reasonably requests.</p>
<b>
<p ALIGN="CENTER">ARTICLE III<br>
TERMINATION OF EMPLOYMENT</p>
</b>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 1. <b>&nbsp;&nbsp;
</b> <b>Death</b>. The Employee's status as an employee shall terminate
immediately and automatically upon the Employee's death during the Employment
Term.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 2. <b>&nbsp;&nbsp;
</b> <b>Disability</b>. The Employee's status as an employee may be terminated
for &quot;Disability&quot; as follows:</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(a)&nbsp;&nbsp;&nbsp;&nbsp; The Employee's status as an employee shall terminate
if the Employee has a disability that would entitle him to receive benefits
under the Company's long-term disability insurance policy in effect at the time
either because he is Totally Disabled or Partially Disabled, as such terms are
defined in the Company's policy in effect as of the Agreement Date or as similar
terms are defined in any successor policy. Any such termination shall become
effective on the first day on which the Employee is eligible to receive payments
under such policy (or on the first day that he would be so eligible, if he had
applied timely for such payments).</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(b)&nbsp;&nbsp;&nbsp;&nbsp; If the Company has no long-term disability plan in
effect, if (i) the Employee is rendered incapable because of physical or mental
illness of satisfactorily discharging his duties and responsibilities under this
Agreement for a period of 90 consecutive days and (ii) a duly qualified
physician chosen by the Company and acceptable to the Employee or his legal
representatives so certifies in writing, the Board shall have the power to
determine that the Employee has become disabled. If the Board makes such a
determination, the Company shall have the continuing right and option, during
the period that such disability continues, and by notice given in the manner
provided in this Agreement, to terminate the status of Employee as an employee.
Any such termination shall become effective 30 days after such notice of
termination is given, unless within such 30-day period, the Employee becomes
capable of rendering services of the character contemplated hereby (and a
physician chosen by the Company and acceptable to the Employee or his legal
representatives so certifies in writing) and the Employee in fact resumes such
services.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(c)&nbsp;&nbsp;&nbsp;&nbsp; The &quot;Disability Effective Date&quot; shall mean
the date on which termination of employment becomes effective due to Disability.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 3. <b>&nbsp;&nbsp;
</b> <b>Cause.</b> The Company may terminate the Employee's status as an
employee for Cause. As used herein, termination by the Company of the Employee's
status as an employee for &quot;Cause&quot; shall mean termination as a result
of (a) the Employee's breach of this Agreement, or (b) the willful engaging by
the Employee in gross misconduct injurious to the Company, which in either case
is not remedied within 10 days after the Company provides written notice to the
Employee of such breach or willful misconduct.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 4. <b>&nbsp;&nbsp;
</b> <b>Good Reason.</b> The Employee may terminate his status as an employee
for Good Reason. As used herein, the term &quot;Good Reason&quot; shall mean:</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(a)&nbsp;&nbsp;&nbsp;&nbsp; The occurrence of any of the following during the
Employment Term:</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(i)&nbsp;&nbsp;&nbsp;&nbsp; the assignment by the Board to the Employee of any
duties or responsibilities that are inconsistent with the Employee's status,
title and position as Senior Vice President;</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(ii)&nbsp;&nbsp;&nbsp;&nbsp; any removal of the Employee from, or any failure to
reappoint or reelect the Employee to, the position of Senior Vice President of
the Company, except in connection with a termination of Employee's status as an
employee as permitted by this Agreement;</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(iii)&nbsp;&nbsp;&nbsp;&nbsp; the Company's requiring the Employee to be based
anywhere other than in the New Orleans, Louisiana metropolitan area, except for
required travel in the ordinary course of the Company's business;</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(b)&nbsp;&nbsp;&nbsp;&nbsp; any breach of this Agreement by the Company that
continues for a period of 10 days after written notice thereof is given by the
Employee to the Company;</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(c)&nbsp;&nbsp;&nbsp;&nbsp; the failure by the Company to obtain the assumption
of its obligations under this Agreement by any successor or assign as
contemplated in this Agreement; or</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(d)&nbsp;&nbsp;&nbsp;&nbsp; any purported termination by the Company of the
Employee's status as an employee for Cause that is not effected pursuant to a
Notice of Termination satisfying the requirements of this Agreement.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 5. <b>&nbsp;&nbsp;
</b> <b>Voluntary Termination by the Company</b>. The Company may terminate the
Employee's status as employee for other than death, Disability or Cause.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 6. <b>&nbsp;&nbsp;
</b> <b>Voluntary Termination by the Employee</b>. The Employee may terminate
the Employee's status as employee for other than Good Reason.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 7. <b>&nbsp;&nbsp;
</b> <b>Notice of Termination</b>. Any termination by the Company for Disability
or Cause, or by the Employee for Good Reason, shall be communicated by Notice of
Termination to the other party hereto given in accordance with Article VI
Section 2 of this Agreement. For purposes of this Agreement, a &quot;Notice of
Termination&quot; means a written notice that (a) indicates the specific
termination provision in this Agreement relied upon (b) to the extent
applicable, sets forth in reasonable detail the facts and circumstances claimed
to provide a basis for termination of the Employee's employment under the
provisions so indicated and (c) if the Date of Termination (as defined below) is
other than the date of receipt of such notice, specifies the termination date
(which date shall be not more than 30 days after the giving of such notice). The
failure by the Employee or the Company to set forth in the Notice of Termination
any fact or circumstance that contributes to a showing of Good Reason,
Disability or Cause shall not negate the effect of the notice nor waive any
right of the Employee or the Company, respectively, hereunder or preclude the
Employee or the Company, respectively, from asserting such fact or circumstance
in enforcing the Employee's or the Company's rights hereunder.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 8. <b>&nbsp;&nbsp;
</b> <b>Date of Termination.</b> &quot;Date of Termination&quot; means (a) if
Employee's employment is terminated by reason of his death or Disability, the
Date of Termination shall be the date of death of Employee or the Disability
Effective Date, as the case may be, (b) if Employee's employment is terminated
by the Company for Cause, or by Employee for Good Reason, the date of delivery
of the Notice of Termination or any later date specified therein, (which date
shall not be more than 30 days after the giving of such notice) as the case may
be, (c) if the Employee's employment is terminated by the Company for reasons
other than death, Disability or Cause, the Date of Termination shall be the date
on which the Company notifies the Employee of such termination, and (d) if the
Employee's employment is terminated by the Employee for reasons other than Good
Reason, the Date of Termination shall be the date on which the Employee notifies
the Company of such termination.</p>
<b>
<p ALIGN="CENTER">ARTICLE IV<br>
OBLIGATIONS UPON TERMINATION</p>
</b>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 1. <b>&nbsp;&nbsp;
</b> <b>Death.</b> If the Employee's status as an employee is terminated by
reason of the Employee's death, this Agreement shall terminate without further
obligations to the Employee's legal representatives under this Agreement, other
than the obligation to make any payments due pursuant to employee benefit plans
maintained by the Company or its subsidiaries.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 2. <b>&nbsp;&nbsp;
</b> <b>Disability.</b> If Employee's status as an employee is terminated by
reason of Employee's Disability, this Agreement shall terminate without further
obligation to the Employee, other than the obligation to make any payments due
pursuant to employee benefit plans maintained by the Company or its
subsidiaries.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 3. <b>&nbsp;&nbsp;
</b> <b>Termination by Company for Reasons other than Death, Disability or
Cause; Termination by Employee for Good Reason.</b> If the Company terminates
the Employee's status as an employee for reasons other than death, Disability or
Cause, or the Employee terminates his employment for Good Reason, then</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(a)&nbsp;&nbsp;&nbsp;&nbsp; the Company shall pay to the Employee an amount
equal to two times the amount of Base Salary in effect at the Date of
Termination, payable in equal installments over a two-year period at such
intervals as other salaried employees of the Company are paid; and</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(b)&nbsp;&nbsp;&nbsp;&nbsp; with respect to all performance-based options
granted to the Employee pursuant to the Company's 1995 Incentive Compensation
Plan,</p>
<blockquote>
  <blockquote>
    <p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (i)&nbsp;&nbsp;&nbsp;&nbsp; if
    the performance goals have been met as of the Date of Termination, then such
    options shall become exercisable as of the Date of Termination (if not
    already exercisable) and shall expire on the date that is the later of:</p>
    <blockquote>
      <p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      (A)&nbsp;&nbsp;&nbsp;&nbsp; 30 days after the Date of Termination or</p>
      <p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      (B)&nbsp;&nbsp;&nbsp;&nbsp; 30 days after the first date on which the
      exercise of the options and sale of the underlying securities will not (1)
      be matched with purchases or sales of the Company's common stock prior to
      such Date of Termination such as to cause the Employee to incur a
      liability to the Company under Section 16 of the Exchange Act and (2)
      destroy the Section 16 exemption for the grant of the options.</p>
    </blockquote>
    <p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (ii)&nbsp;&nbsp;&nbsp;&nbsp;
    if the performance goals have not been met as of the Date of Termination,
    then</p>
    <blockquote>
      <p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      (A)&nbsp;&nbsp;&nbsp;&nbsp; if the performance goals are not met by the
      close of business on the day that is 180 days after the Date of
      Termination, then the options shall expire on such day; and</p>
      <p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      (B)&nbsp;&nbsp;&nbsp;&nbsp; if the performance goals are met by the close
      of business on the day that is 180 days after the Date of Termination,
      then the options shall become exercisable as of the date such performance
      goals are met (the &quot;Vesting Date&quot;) and shall expire on the date
      that is the later of:</p>
      <blockquote>
        <p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
        (1)&nbsp;&nbsp;&nbsp;&nbsp; 30 days after the Vesting Date or</p>
        <p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
        (2)&nbsp;&nbsp;&nbsp; 30 days after the first date on which the exercise of the options
        and sale of the underlying securities will not (i) be matched with
        purchases or sales of the Company's common stock prior to such Date of
        Termination such as to cause the Employee to incur a liability to the
        Company under Section 16 of the Exchange Act and (ii) destroy the
        Section 16 exemption for the grant of the options.</p>
      </blockquote>
    </blockquote>
  </blockquote>
</blockquote>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 4. <b>&nbsp;&nbsp;
</b> <b>Cause.</b> If the Employee's status as an employee is terminated by the
Company for Cause, this Agreement shall terminate without further obligation to
the Employee other than for obligations imposed by law and obligations imposed
pursuant to any employee benefit plan maintained by the Company or its
subsidiaries.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 5. <b>&nbsp;&nbsp;
</b> <b>Termination by Employee for Reasons other than Good Reason</b>. If the
Employee's status as an employee is terminated by the Employee for reasons other
than Good Reason, then the Company shall pay to the Employee an amount equal to
a single year's Base Salary in effect at the Date of Termination, payable in
equal installments over a two-year period at such intervals as other salaried
employees of the Company are paid.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 6. <b>&nbsp;&nbsp;
</b> <b>Resignation</b>. If Employee is a director of the Company and his
employment is terminated for any reason other than death, the Employee shall, if
requested by the Company, immediately resign as a director of the Company. If
such resignation is not received when so requested, the Employee shall forfeit
any right to receive any payments pursuant to this Agreement.</p>
<b>
<p ALIGN="CENTER">ARTICLE V<br>
NONDISCLOSURE, NONCOMPETITION AND PROPRIETARY RIGHTS</p>
</b>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 1. <b>&nbsp;&nbsp;
</b> <b>Certain Definitions</b>. For purposes of this Agreement, the following
terms shall have the following meanings:</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(a)&nbsp;&nbsp;&nbsp;&nbsp; &quot;Confidential Information&quot; means any
information, knowledge or data of any nature and in any form (including
information that is electronically transmitted or stored on any form of magnetic
or electronic storage media) relating to the past, current or prospective
business or operations of the Company and its subsidiaries, that at the time or
times concerned is not generally known to persons engaged in businesses similar
to those conducted or contemplated by the Company and its subsidiaries (other
than information known by such persons through a violation of an obligation of
confidentiality to the Company), whether produced by the Company and its
subsidiaries or any of their consultants, agents or independent contractors or
by Employee, and whether or not marked confidential, including without
limitation information relating to the Company's or its subsidiaries' products
and services, business plans, business acquisitions, processes, product or
service research and development methods or techniques, training methods and
other operational methods or techniques, quality assurance procedures or
standards, operating procedures, files, plans, specifications, proposals,
drawings, charts, graphs, support data, trade secrets, supplier lists, supplier
information, purchasing methods or practices, distribution and selling
activities, consultants' reports, marketing and engineering or other technical
studies, maintenance records, employment or personnel data, marketing data,
strategies or techniques, financial reports, budgets, projections, cost
analyses, price lists, formulae and analyses, employee lists, customer records,
customer lists, customer source lists, proprietary computer software, and
internal notes and memoranda relating to any of the foregoing.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(b)&nbsp;&nbsp;&nbsp;&nbsp; &quot;Death Care Business&quot; means (i) the owning
and operating of funeral homes and cemeteries, including combined funeral home
and cemetery facilities, (ii) the offering of a complete range 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, the removal, preparation and transportation of remains, cremation,
the use of funeral home facilities for visitation and worship, and related
transportation services, (iii) the marketing and sale of funeral services and
cemetery property 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.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 2. <b>&nbsp;&nbsp;
</b> <b>Nondisclosure of Confidential Information</b>. During the Employment
Term, Employee shall hold in a fiduciary capacity for the benefit of the Company
all Confidential Information which shall have been obtained by Employee during
Employee's employment (whether prior to or after the Agreement Date) and shall
use such Confidential Information solely within the scope of his employment with
and for the exclusive benefit of the Company. For a period of five years after
the Employment Term, commencing with the Date of Termination, Employee agrees
(a) not to communicate, divulge or make available to any person or entity (other
than the Company) any such Confidential Information, except upon the prior
written authorization of the Company or as may be required by law or legal
process, and (b) to deliver promptly to the Company any Confidential Information
in his possession, including any duplicates thereof and any notes or other
records Employee has prepared with respect thereto. In the event that the
provisions of any applicable law or the order of any court would require
Employee to disclose or otherwise make available any Confidential Information,
Employee shall give the Company prompt prior written notice of such required
disclosure and an opportunity to contest the requirement of such disclosure or
apply for a protective order with respect to such Confidential Information by
appropriate proceedings.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 3. <b>&nbsp;&nbsp;
</b> <b>Limited Covenant Not to Compete</b>. During the Employment Term and for
a period of two years thereafter, commencing with the Date of Termination,
Employee agrees that, with respect to each State of the United States or other
jurisdiction, or specified portions thereof, in which the Employee 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, as identified in Appendix &quot;A&quot; attached hereto and
forming a part of this Agreement, and in which the Company or any of its
subsidiaries engages in the Death Care Business on the Date of Termination
(collectively, the &quot;Subject Areas&quot;), Employee will restrict his
activities within the Subject Areas as follows:</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(a)&nbsp;&nbsp;&nbsp;&nbsp; Employee will not, directly or indirectly, for
himself or others, own, manage, operate, control, be employed in an executive,
managerial or supervisory capacity by, or otherwise engage or participate in or
allow his skill, 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, that nothing contained herein shall prohibit Employee
from making passive investments as long as Employee 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, &quot;beneficially own&quot; shall have the same meaning ascribed to
that term in Rule 13d-3 under the Exchange Act.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(b)&nbsp;&nbsp;&nbsp;&nbsp; Employee will not call 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;</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(c)&nbsp;&nbsp;&nbsp;&nbsp; Employee will not solicit, induce, influence or
attempt to influence any supplier, lessor, licensor, potential acquiree or any
other person who has a business relationship with the Company or its
subsidiaries, or who on the Date of Termination is engaged in discussions or
negotiations to enter into a business relationship with the Company or its
subsidiaries, to discontinue or reduce the extent of such relationship with the
Company or its subsidiaries; and</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(d)&nbsp;&nbsp;&nbsp;&nbsp; Employee will not make 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.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(e)&nbsp;&nbsp;&nbsp;&nbsp; Employee further agrees that, for a period of one
year from and after the Date of Termination, Employee will not hire, on behalf
of himself or any company engaged in the Death Care Business with which Employee
is associated, any employee of the Company or its subsidiaries as an employee or
independent contractor, whether or not such engagement is solicited by Employee;
provided, however, that the restriction contained in this subsection (e) shall
not apply to Company employees who reside in, or are hired by Employee to
perform work in, any of the Subject Areas located within the States of Virginia,
Arkansas or Georgia.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Employee
agrees that he will from time to time upon the Company's request promptly
execute any supplement, amendment, restatement or other modification of Appendix
&quot;A&quot; as may be necessary or appropriate to correctly reflect the
jurisdictions which, at the time of such modification, should be covered by
Appendix &quot;A&quot; and this Article V Section 3. Furthermore, Employee
agrees that all references to Appendix &quot;A&quot; in this Agreement shall be
deemed to refer to Appendix &quot;A&quot; as so supplemented, amended, restated
or otherwise modified from time to time.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 4. <b>&nbsp;&nbsp;
</b> <b>Injunctive Relief; Other Remedies</b>. Employee acknowledges that a
breach by Employee of Section 2 or 3 of this Article V would cause immediate and
irreparable harm to the Company for which an adequate monetary remedy does not
exist; hence, Employee agrees that, in the event of a breach or threatened
breach by Employee of the provisions of Section 2 or 3 of this Article V during
or after the Employment Term, the Company shall be entitled to injunctive relief
restraining Employee from such violation without the necessity of proof of
actual damage or the posting of any bond, except as required by non-waivable,
applicable law. Nothing herein, however, shall be construed as prohibiting the
Company from pursuing any other remedy at law or in equity to which the Company
may be entitled under applicable law in the event of a breach or threatened
breach of this Agreement by Employee, including without limitation the recovery
of damages and/or costs and expenses, such as reasonable attorneys' fees,
incurred by the Company as a result of any such breach. In addition to the
exercise of the foregoing remedies, the Company shall have the right upon the
occurrence of any such breach to cancel any unpaid salary, bonus, commissions or
reimbursements otherwise outstanding at the Date of Termination. In particular,
Employee acknowledges that the payments provided under Article IV Sections 3 and
5 are conditioned upon Employee fulfilling any noncompetition and nondisclosure
agreements contained in this Article V. In the event Employee shall at any time
materially breach any noncompetition or nondisclosure agreements contained in
this Article V, the Company may suspend or eliminate payments under Article IV
during the period of such breach. Employee acknowledges that any such suspension
or elimination of payments would be an exercise of the Company's right to
suspend or terminate its performance hereunder upon Employee's breach of this
Agreement; such suspension or elimination of payments would not constitute, and
should not be characterized as, the imposition of liquidated damages.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 5. <b>&nbsp;&nbsp;
</b> <b>Requests for Waiver in Cases of Undue Hardship</b>. In the event that
Employee should find any of the limitations of Article V Section 3 (including
without limitation the geographic restrictions of Appendix &quot;A&quot;) to
impose a severe hardship on Employee's ability to secure other employment,
Employee may make a request to the Company for a waiver of the designated
limitations before accepting employment that otherwise would be a breach of
Employee's promises and obligations under this Agreement. Such request must be
in writing and clearly set forth the name and address of the organization with
that employment is sought and the location, position and duties that Employee
will be performing. The Company will consider the request and, in its sole
discretion, decide whether and on what conditions to grant such waiver.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 6. <b>&nbsp;&nbsp;
</b> <b>Governing Law of this Article V; Consent to Jurisdiction</b>. Any
dispute regarding the reasonableness of the covenants and agreements set forth
in this Article V, or the territorial scope or duration thereof, or the remedies
available to the Company upon any breach of such covenants and agreements, shall
be governed by and interpreted in accordance with the laws of the State of the
United States or other jurisdiction in which the alleged prohibited competing
activity or disclosure occurs, and, with respect to each such dispute, the
Company and Employee each hereby irrevocably consent to the exclusive
jurisdiction of the state and federal courts sitting in the relevant State (or,
in the case of any jurisdiction outside the United States, the relevant courts
of such jurisdiction) for resolution of such dispute, and agree to be
irrevocably bound by any judgment rendered thereby in connection with such
dispute, and further agree that service of process may be made upon him or it in
any legal proceeding relating to this Article V and/or Appendix &quot;A&quot; by
any means allowed under the laws of such jurisdiction. Each party irrevocably
waives any objection he or it may have as to the venue of any such suit, action
or proceeding brought in such a court or that such a court is an inconvenient
forum.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 7. <b>&nbsp;&nbsp;
</b> <b>Employee's Understanding of this Article</b>. Employee hereby represents
to the Company that he has read and understands, and agrees to be bound by, the
terms of this Article. Employee acknowledges that the geographic scope and
duration of the covenants contained in Article V Section 3 are the result of
arm's-length bargaining and are fair and reasonable in light of (i) the
importance of the functions performed by Employee and the length of time it
would take the Company to find and train a suitable replacement, (ii) the nature
and wide geographic scope of the operations of the Company and its subsidiaries,
(iii) Employee's level of control over and contact with the business and
operations of the Company and its subsidiaries in a significant number of
jurisdictions where same are conducted and (iv) the fact that all facets of the
Death Care Business are conducted by the Company and its subsidiaries throughout
the geographic area where competition is restricted by this Agreement. It is the
desire and intent of the parties that the provisions of this Agreement be
enforced to the fullest extent permitted under applicable law, whether now or
hereafter in effect and, therefore, to the extent permitted by applicable law,
the parties hereto waive any provision of applicable law that would render any
provision of this Article V invalid or unenforceable.</p>
<b>
<p ALIGN="CENTER">ARTICLE VI<br>
MISCELLANEOUS</p>
</b>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 1. <b>&nbsp;&nbsp;
</b> <b>Binding Effect</b>.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(a)&nbsp;&nbsp;&nbsp;&nbsp; This Agreement shall be binding upon and inure to
the benefit of the Company and any of its successors or assigns.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(b)&nbsp;&nbsp;&nbsp;&nbsp; This Agreement is personal to the Employee and shall
not be assignable by the Employee without the consent of the Company (there
being no obligation to give such consent) other than such rights or benefits as
are transferred by will or the laws of descent and distribution.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(c)&nbsp;&nbsp;&nbsp;&nbsp; The Company shall require any successor to or
assignee of (whether direct or indirect, by purchase, merger, consolidation or
otherwise) all or substantially all of the assets or businesses of the Company (i)
to assume unconditionally and expressly this Agreement and (ii) to agree to
perform all of the obligations under this Agreement in the same manner and to
the same extent as would have been required of the Company had no assignment or
succession occurred, such assumption to be set forth in a writing reasonably
satisfactory to the Employee. In the event of any such assignment or succession,
the term &quot;Company&quot; as used in this Agreement shall refer also to such
successor or assign.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 2. <b>&nbsp;&nbsp;
</b> <b>Notices</b>. All notices hereunder must be in writing and shall be
deemed to have given upon receipt of delivery by: (a) hand (against a receipt
therefor), (b) certified or registered mail, postage prepaid, return receipt
requested, (c) a nationally recognized overnight courier service (against a
receipt therefor) or (d) telecopy transmission with confirmation of receipt. All
such notices must be addressed as follows:</p>
<blockquote>
  <p>If to the Company, to:</p>
  <p>Stewart Enterprises, Inc.<br>
  110 Veterans Memorial Boulevard<br>
  Metairie, Louisiana 70005<br>
  Attn: Chief Executive Officer</p>
  <p>If to the Employee, to:</p>
  <p>Michael K. Crane<br>
  4933 Alphonse Drive<br>
  Metairie, Louisiana 70006</p>
</blockquote>
<p>or such other address as to which any party hereto may have notified the
other in writing.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 3. <b>&nbsp;&nbsp;
</b> <b>Governing Law</b>. This Agreement shall be construed and enforced in
accordance with and governed by the internal laws of the State of Louisiana
without regard to principles of conflict of laws, except as expressly provided
in Article V Section 6 above with respect to the resolution of disputes arising
under, or the Company's enforcement of, Article V of this Agreement.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 4. <b>&nbsp;&nbsp;
</b> <b>Withholding</b>. The Employee agrees that the Company has the right to
withhold, from the amounts payable pursuant to this Agreement, all amounts
required to be withheld under applicable income and/or employment tax laws, or
as otherwise stated in documents granting rights that are affected by this
Agreement.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 5. <b>&nbsp;&nbsp;
</b> <b>Severability</b>. If any term or provision of this Agreement (including
without limitation those contained in Appendix &quot;A&quot;), 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, Employee
and the Company intend for any court construing this Agreement to modify or
limit such provision temporally, spatially or otherwise 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.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 6. <b>&nbsp;&nbsp;
</b> <b>Waiver of Breach</b>. The waiver by either party of a breach of any
provision of this Agreement shall not operate or be construed as a waiver of any
subsequent breach thereof.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 7. <b>&nbsp;&nbsp;
</b> <b>Remedies Not Exclusive</b>. No remedy specified herein shall be deemed
to be such party's exclusive remedy, and accordingly, in addition to all of the
rights and remedies provided for in this Agreement, the parties shall have all
other rights and remedies provided to them by applicable law, rule or
regulation.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 8. <b>&nbsp;&nbsp;
</b> <b>Company's Reservation of Rights</b>. Employee acknowledges and
understands that the Employee serves at the pleasure of the Board and that the
Company has the right at any time to terminate Employee's status as an employee
of the Company, or to change or diminish his status during the Employment Term,
subject to the rights of the Employee to claim the benefits conferred by this
Agreement.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 9. <b>&nbsp;&nbsp;
</b> <b>JURY TRIAL WAIVER</b>. THE PARTIES HEREBY WAIVE TRIAL BY JURY IN ANY
JUDICIAL PROCEEDING TO WHICH THEY ARE PARTIES INVOLVING, DIRECTLY OR INDIRECTLY,
ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS
AGREEMENT.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 10. <b>&nbsp;&nbsp;
</b> <b>Survival</b>. The rights and obligations of the Company and Employee
contained in Article V of this Agreement shall survive the termination of the
Agreement. Following the Date of Termination, each party shall have the right to
enforce all rights, and shall be bound by all obligations, of such party that
are continuing rights and obligations under this Agreement.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 11. <b>&nbsp;&nbsp;
</b> <b>Counterparts</b>. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
together shall constitute one and the same instrument.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; IN WITNESS
WHEREOF, the Company and the Employee have caused this Agreement to be executed
as of the Agreement Date.</p>
<table border="0" width="100%">
  <tr>
    <td width="50%"></td>
    <td width="50%">STEWART ENTERPRISES, INC.<br>
      <br>
    </td>
  </tr>
  <tr>
    <td width="50%"></td>
    <td width="50%">By: <u>&nbsp;&nbsp; /S/ JAMES W.
      MCFARLAND&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <br>
      </u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      James W. McFarland<br>
      &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Compensation Committee
      Chairman</td>
  </tr>
  <tr>
    <td width="50%"></td>
    <td width="50%"><br>
      <br>
    </td>
  </tr>
  <tr>
    <td width="50%"></td>
    <td width="50%">EMPLOYEE:<br>
      <br>
    </td>
  </tr>
  <tr>
    <td width="50%"></td>
    <td width="50%"><u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      /S/ MICHAEL K.
      CANE&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      <br>
      </u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      Michael K. Crane</td>
  </tr>
</TABLE>
<p>&nbsp;</p>
<b>
<p ALIGN="CENTER">Appendix &quot;A&quot; to Employment Agreement<br>
between Stewart Enterprises, Inc.<br>
and<br>
Michael K. Crane</p>
</b>
<p ALIGN="CENTER">Jurisdiction In Which Competition<br>
Is Restricted As Provided<br>
In Article V Section 3</p>
<p ALIGN="JUSTIFY">1.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<u>Louisiana--</u>&nbsp;&nbsp;&nbsp;&nbsp; The following parishes in the State
of Louisiana:</p>
<blockquote>
  <p ALIGN="JUSTIFY">Orleans, St. Bernard, St. Tammany, Plaquemines, Jefferson.</p>
</blockquote>
<p ALIGN="JUSTIFY">2.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<u>Texas--</u>&nbsp;&nbsp;&nbsp;&nbsp; The following counties in the State of
Texas:</p>
<blockquote>
  <p ALIGN="JUSTIFY">Kaufman, Dallas, Collin, Tarrant, Lamar, Harris, Denton,
  Johnson, Rockwall, Brazoria, Henderson, Van Zandt, Hunt, Ellis, Fannin,
  Grayson, Wise, Parker, Red River, Delta, Galveston, Ft. Bend, Waller,
  Montgomery, Liberty, Chambers, Cooke, Hood, Bosque, Hill, Matagorda, Bexar,
  Kendall, Medina, Guadalupe, Wilson, Atascosa, Comal, Bandera</p>
  <p ALIGN="JUSTIFY">as well as any other counties in the State of Texas in
  which the Employee 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 as of the Date of Termination.</p>
</blockquote>
<p ALIGN="JUSTIFY">3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<u>Tennessee--</u> The following counties in the State of Tennessee:</p>
<blockquote>
  <p ALIGN="JUSTIFY">Davidson, Sumner, Robertson, Wilson, Rutherford,
  Williamson, Cheatham, Trousdale, Macon, Montgomery, Smith, Giles, Lincoln,
  Cannon, Dekalb</p>
  <b><font FACE="Times New"></font></b>
  <p ALIGN="JUSTIFY">as well as any other counties in the State of Tennessee in
  which the Employee 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 as of the Date of Termination.</p>
  <blockquote>
    <font FACE="Times New"><b>
    <p ALIGN="JUSTIFY">&nbsp;</p>
    </blockquote>
    </blockquote>
    <table border="0" width="100%">
      <tr>
        <td width="50%"><b><font FACE="Times New">Agreed to and Accepted:<br>
          <br>
          </font></b></td>
        <td width="50%"></td>
      </tr>
      <tr>
        <td width="50%"><b><font FACE="Times New">Stewart Enterprises, Inc. <br>
          <br>
          </font></b></td>
        <td width="50%"><b><font FACE="Times New">Employee<br>
          <br>
          </font></b></td>
      </tr>
      <tr>
        <td width="50%"><b><font FACE="Times New">By: <u>&nbsp;&nbsp;&nbsp;&nbsp;
          /S/ JAMES W. MCFARLAND&nbsp;&nbsp;&nbsp;&nbsp; <br>
          </u></font></b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <font FACE="Times New"><b>James
          W. McFarland <br>
          &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Compensation Committee Chairman<br>
          Date: <u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          5/7/01&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          </u></b></font></td>
      </b>
      <td width="50%"><u><b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; /S/
        MICHAEL K.
        CRANE&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
        <br>
        </b></u><font FACE="Times New"><b>Date: <u>&nbsp;&nbsp;&nbsp;&nbsp;
        5-17-01&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
        </u></b></font></td>
    </tr>
  </TABLE>
  <b>
  <p ALIGN="JUSTIFY">&nbsp;</p>
  </b></font>
<p ALIGN="JUSTIFY">&nbsp;</p>
<p ALIGN="JUSTIFY">4.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<u>Arkansas--</u> The following counties in the State of Arkansas:</p>
<blockquote>
  <p ALIGN="JUSTIFY">Saline, Pulaski, Hot Spring, Garland, Perry, Grant, Lonoke,
  White, Jefferson, Faulkner, Dallas, Clark, Ouachita, Montgomery, Garland, Van
  Vuren, Cleburne, Pope, Yell</p>
  <p ALIGN="JUSTIFY">as well as any other counties in the State of Arkansas in
  which the Employee 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 as of the Date of Termination.</p>
</blockquote>
<p ALIGN="JUSTIFY">5.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<u>Alabama--</u> The following counties in the State of Alabama:</p>
<blockquote>
  <p ALIGN="JUSTIFY">Mobile, Madison, Baldwin, Escambia, Monroe, Washington,
  Jackson, Marshall, Morgan, Limestone, Clarke, Elmore, Montgomery, Macon, Coosa,
  Tallapoosa, Autauga, Chilton, Walker, Jefferson, Blount, Cullman, Winston,
  Tuscaloosa, Fayette, Marion, Wilcox, Marengo, Choctaw, Bibb, Talladega, St.
  Clair, Shelby, Perry, Hall</p>
  <p ALIGN="JUSTIFY">as well as any other counties in the State of Alabama in
  which the Employee 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 as of the Date of Termination.</p>
</blockquote>
<p ALIGN="JUSTIFY">6.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<u>Mississippi--</u> The following counties in the State of Mississippi:</p>
<blockquote>
  <p ALIGN="JUSTIFY">Hinds, Madison, Rankin, Simpson, Copiah, Claiborne, Warren,
  Yazoo, Jackson, George</p>
  <p ALIGN="JUSTIFY">as well as any other counties in the State of Mississippi
  in which the Employee 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 as of the Date of Termination.</p>
</blockquote>
<p ALIGN="JUSTIFY">7.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<u>Kansas--</u> The following counties in the State of Kansas:</p>
<blockquote>
  <p ALIGN="JUSTIFY">Douglas, Leavenworth, Johnson, Miami, Franklin, Osage,
  Shawnee, Jefferson, Wyandotte, Sedgewick, Cowley, Sumner, Butler, Harvey,
  Reno, Kingman, Linn, Anderson, Bourbon</p>
  <p ALIGN="JUSTIFY">as well as any other counties in the State of Kansas in
  which the Employee 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 as of the Date of Termination.</p>
</blockquote>
<p ALIGN="JUSTIFY">&nbsp;</p>

  <table border="0" width="100%">
    <tr>
      <font FACE="Times New"><b>
      <td width="50%"></td>
      <td width="50%">
      <font FACE="Times New"><b>Agreed to and Accepted:<br>
        <br>
      </b></font>
      </td>
      </b></font>
    </tr>
    <tr>
      <font FACE="Times New"><b>
      <td width="50%"></td>
      <td width="50%"><b><font FACE="Times New">Employee<br>
        <br>
        </font></b></td>
      </b></font>
    </tr>
    <tr>
      <font FACE="Times New"><b>
      <td width="50%"></td>
      </b>
      <td width="50%"><u><b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; /S/
        MICHAEL K.
        CRANE&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
        <br>
        </b></u><font FACE="Times New"><b>Date: <u>&nbsp;&nbsp;&nbsp;&nbsp;
        5-17-01&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
        </u></b></font></td>
      </font>
    </tr>
  </TABLE>
  <p ALIGN="JUSTIFY">&nbsp;</p>

<p ALIGN="JUSTIFY">8.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<u>Missouri--</u> The following counties in the State of Missouri:</p>
<blockquote>
  <p ALIGN="JUSTIFY">Boone, Audrain, Callaway, Cole, Cooper, Howard, Moniteau,
  Osage, Randolph, Jackson, Lafayette, Johnson, Cass, Clay, Ray, Platte,
  Clinton, Caldwell, Carroll, Morgan, Pettis, Saline, St. Clair, Henry, Hickory,
  Bates, Vernon, Cedar, Polk</p>
  <p ALIGN="JUSTIFY">as well as any other counties in the State of Missouri in
  which the Employee 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 as of the Date of Termination.</p>
  <blockquote>
    <p ALIGN="JUSTIFY">&nbsp;</p>
  </blockquote>
</blockquote>
<p ALIGN="JUSTIFY">9.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<u>Nebraska--</u> The following counties in the State of
Nebraska:</p>
<blockquote>
    <p ALIGN="JUSTIFY">Lancaster, Otoe, Sarpy, Gage, Saline, Seward, Saunders,
    Cass, Butler, Douglas, Washington, Dodge</p>
    <p ALIGN="JUSTIFY">as well as any other counties in the State of Nebraska in
    which the Employee 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 as of the Date of Termination.</p>
    <p ALIGN="JUSTIFY">Employee and the Company agree that, throughout the
    Employment Term, Employee shall comply with all of the requirements and
    restrictions set forth in Article V of the Agreement of which this Appendix
    &quot;A&quot; forms a part; <u>however</u>, Employee and the Company agree
    that, notwithstanding anything to the contrary contained in Article V,
    Section 3 of the Agreement, Employee shall be required to restrict his <u>post-employment</u>
    activities in the State of Nebraska only to: (i) complying with the
    restrictions set forth in Article V, Section 2 of the Agreement and (ii)
    refraining from calling upon any customer of the Company or its subsidiaries
    with whom Employee has done business and/or had personal contact 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. The parties hereby acknowledge and agree that this
    modification to the restrictions of Article V, Section 3 as they relate to
    post-employment competition in the State of Nebraska is being entered into
    solely to comply with the limitations provided in Nebraska law on the extent
    to which noncompetition agreements may be enforced. This modification does
    not reflect the parties' agreement as to the extent of the limitations upon
    competition necessary to protect the legitimate interests of the Company;
    rather, the provisions of Article V of the Agreement reflect such agreement.</p>
</blockquote>

  <table border="0" width="100%">
    <tr>
      <font FACE="Times New"><b>
      <td width="50%"></td>
      <td width="50%">
      <font FACE="Times New"><b>Agreed to and Accepted:<br>
        <br>
      </b></font>
      </td>
      </b></font>
    </tr>
    <tr>
      <font FACE="Times New"><b>
      <td width="50%"></td>
      <td width="50%"><b><font FACE="Times New">Employee<br>
        <br>
        </font></b></td>
      </b></font>
    </tr>
    <tr>
      <font FACE="Times New"><b>
      <td width="50%"></td>
      </b>
      <td width="50%"><u><b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; /S/
        MICHAEL K.
        CRANE&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
        <br>
        </b></u><font FACE="Times New"><b>Date: <u>&nbsp;&nbsp;&nbsp;&nbsp;
        5-17-01&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
        </u></b></font></td>
      </font>
    </tr>
  </TABLE>
    <p ALIGN="JUSTIFY">&nbsp;</p>
    <p ALIGN="JUSTIFY">&nbsp;</p>
<p ALIGN="JUSTIFY">10.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<u>Iowa--</u> The following county in the State of Iowa:</p>
<blockquote>
    <p ALIGN="JUSTIFY">Pottawattamie, Harrison, Shelby, Cass, Mills, Montgomery,
    Polk, Jasper, Marion, Warren, Madison, Dallas, Story, Boone, Audobon,
    Crawford</p>
    <p ALIGN="JUSTIFY">as well as any other counties in the State of Iowa in
    which the Employee 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 as of the Date of Termination.</p>
  <blockquote>
    <p ALIGN="JUSTIFY">&nbsp;</p>
  </blockquote>
</blockquote>
<p ALIGN="JUSTIFY">11.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<u>New Mexico--</u> The following counties in the State
of New Mexico:</p>
<blockquote>
    <p ALIGN="JUSTIFY">Bernalillo, Sandoval, Sante Fe, Torrance, Valencia,
    Cibola, Galveston, Brazoria, Harris</p>
    <p ALIGN="JUSTIFY">as well as any other counties in the State of New Mexico
    in which the Employee 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 as of the Date of
    Termination.</p>
</blockquote>
<p ALIGN="JUSTIFY">12.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<u>Oklahoma--</u> The following counties in the State of
Oklahoma:</p>
<blockquote>
    <p ALIGN="JUSTIFY">Sequoyah, Haskell, McIntosh, Okmulgee, Muskogee, Wagoner,
    Cherokee</p>
    <p ALIGN="JUSTIFY">as well as any other counties in the State of Oklahoma in
    which the Employee 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 as of the Date of Termination.</p>
</blockquote>
<p ALIGN="JUSTIFY">13.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<u>Illinois--</u> The following counties in the State of
Illinois:</p>
<blockquote>
<p ALIGN="JUSTIFY">Cook, Lake, McHenry, Kane, DuPage, Will</p>
</blockquote>
<blockquote>
    <p ALIGN="JUSTIFY">as well as any other counties in the State of Illinois in
    which the Employee 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 as of the Date of Termination.</p>
</blockquote>
<p ALIGN="JUSTIFY">14.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<u>Wisconsin--</u> The following counties in the State of
Wisconsin:</p>
<blockquote>
<p ALIGN="JUSTIFY">Waukesha, Dodge, Ozaukee, Jefferson, Washington, Racine,
Walworth, Milwaukee</p>
    <p ALIGN="JUSTIFY">as well as any other counties in the State of Wisconsin
    in which the Employee 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 as of the Date of
    Termination.</p>
    <p ALIGN="JUSTIFY">&nbsp;</p>
</blockquote>

  <table border="0" width="100%">
    <tr>
      <font FACE="Times New"><b>
      <td width="50%"></td>
      <td width="50%">
      <font FACE="Times New"><b>Agreed to and Accepted:<br>
        <br>
      </b></font>
      </td>
      </b></font>
    </tr>
    <tr>
      <font FACE="Times New"><b>
      <td width="50%"></td>
      <td width="50%"><b><font FACE="Times New">Employee<br>
        <br>
        </font></b></td>
      </b></font>
    </tr>
    <tr>
      <font FACE="Times New"><b>
      <td width="50%"></td>
      </b>
      <td width="50%"><u><b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; /S/
        MICHAEL K.
        CRANE&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
        <br>
        </b></u><font FACE="Times New"><b>Date: <u>&nbsp;&nbsp;&nbsp;&nbsp;
        5-17-01&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
        </u></b></font></td>
      </font>
    </tr>
  </TABLE>
    <p ALIGN="JUSTIFY">&nbsp;</p>
<p ALIGN="JUSTIFY">B.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<font FACE="Times New"><u>Acknowledgment</p>
<blockquote>
  </u>
  <p ALIGN="JUSTIFY">The Company and Employee acknowledge that Employee's
  voluntary compliance with Article V, Sections 2 and 3 constitutes a
  significant part of the consideration for the Company's agreement to make the
  payments specified in Article IV. Therefore, the Company and Employee
  acknowledge that it is the intent of this Agreement that if Employee engages
  in conduct described as prohibited conduct in Article V Section 2 or 3, the
  Company may suspend or eliminate payments under Article IV, including Sections
  3 and 5 of Article IV, during the period of such conduct, even if the parties'
  contractual prohibitions on such conduct are determined to be invalid, illegal
  or unenforceable under applicable law.</p>
  <p>Furthermore, the parties acknowledge that any provision in this Appendix A
  that permits Employee to engage, after the Date of Termination, in a
  particular jurisdiction, in conduct otherwise prohibited by Article V Section
  2 or 3 (for example, as in Nebraska) has been agreed to solely in order to
  comply with the limitations provided in the law of that jurisdiction on the
  extent to which nondisclosure and noncompetition agreements may be enforced.
  Therefore, the parties acknowledge that, although Employee may be permitted
  pursuant to this Appendix A to engage, after the Date of Termination, in
  certain jurisdictions (such as Nebraska), in conduct otherwise prohibited by
  Article V Section 2 or 3, if Employee does engage in conduct prohibited by the
  provisions of Article V Section 2 or 3 (as such provisions appear in the
  Agreement without giving effect to any modifications to such provisions made
  by this Appendix A), Employee will forfeit his or her right to payments under
  Article IV, including Sections 3 and 5 of Article IV, during the period of
  such conduct.</p>
  <p>&nbsp;</p>
</blockquote>

  <table border="0" width="100%">
    <tr>
      <b>
      <td width="50%"></td>
      <td width="50%">
      <font FACE="Times New"><b>Agreed to and Accepted:<br>
        <br>
      </b></font>
      </td>
      </b>
    </tr>
    <tr>
      <b>
      <td width="50%"></td>
      <td width="50%"><b><font FACE="Times New">Employee<br>
        <br>
        </font></b></td>
      </b>
    </tr>
    <tr>
      <b>
      <td width="50%"></td>
      </b>
      <td width="50%"><u><b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; /S/
        MICHAEL K.
        CRANE&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
        <br>
        </b></u><font FACE="Times New"><b>Date: <u>&nbsp;&nbsp;&nbsp;&nbsp;
        5-17-01&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
        </u></b></font></td>
    </tr>
  </TABLE>
  <p>&nbsp;</p>
</font>

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