exv10w2






Exhibit 10.2




AMENDMENT NO. 1 TO

EMPLOYMENT AGREEMENT

BY AND BETWEEN

THOMAS M. KITCHEN

AND

STEWART ENTERPRISES, INC.




     THIS AMENDMENT to the employment agreement effective as of May 14, 2007 (the “Employment
Agreement”) by and between Stewart Enterprises, Inc., a Louisiana corporation (“SEI”), and Thomas
M. Kitchen (“Employee”) is executed effective as of May 1, 2008.



     WHEREAS, SEI and Employee entered into the Employment Agreement, which contains certain
provisions pertaining to the issuance of stock options to Employee;



     WHEREAS, SEI maintains the 2007 Incentive Compensation Plan under which the Compensation
Committee of the Board of Directors of SEI has granted options to purchase shares of SEI’s Class A
common stock, no par value per share to Employee;



     WHEREAS, SEI and Employee have amended that certain Stock Option Agreement for the Grant of
Non-Qualified Stock Options Under the Stewart Enterprises, Inc. 2007 Incentive Compensation Plan by
and between SEI and Employee, such amendment effective as of May 1, 2008 (the “Amended Stock Option
Agreement”); and



     WHEREAS, SEI wishes to conform the terms of the Employment Agreement to those contained in the
Amended Stock Option Agreement.



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



     Amendment to Section 3.2(d)



     Section 3.2(d) of the Employment Agreement is hereby amended to read in its entirety as
follows:




     (d) If Employee’s employment is terminated, options may be exercised, but only
to the extent exercisable at the time of termination, within the periods specified
below, but no later than May 14, 2014:




     (i) In the event of




     (A) death,




     (B) disability within the meaning of Section 22(e)(3) of
the Code,




     (C) retirement on or after reaching age 65,



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     (D) early retirement with the approval of the Board of
Directors or


     (E) any termination, other than termination for “cause,”
after Employee has completed 15 or more continuous years of
full-time service with the Company,


options must be exercised within one year following termination of
employment, after which time options shall terminate.


     (ii) In the event of termination for any other reason, options may be
exercised, but only to the extent exercisable at the time of termination,
within 30 days following termination of employment, after which time options
shall terminate.


Any options not yet exercisable at the time of termination of employment shall
terminate immediately upon termination of employment.


     Addition of Section 3.2(e)


     A new Section 3.2(e) is hereby added to the Employment Agreement and shall read in its
entirety as follows:


     (e) For purposes of Section 3.2(d) only, the term “cause” shall mean (a)
Employee’s breach of any written employment agreement between Employee and SEI or a
subsidiary or (b) the willful engaging by Employee in gross conduct injurious to SEI
or the subsidiary that employs Employee, which in either case is not remedied within
10 days after SEI or the employing subsidiary provides written notice to Employee of
such breach or willful misconduct.


     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/ THOMAS M. KITCHEN
 	 
	 	 	Thomas M. Kitchen 	 
	 	 	Employee 	 



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