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                              AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                            STEWART ENTERPRISES, INC.
                   (as amended and restated as of May 7, 2003)


                                   ARTICLE I

                                      Name

         The name of this Corporation shall be Stewart Enterprises, Inc.

                                   ARTICLE II

                                     Purpose

         The Corporation's purpose is to engage in any lawful activity for which
corporations may be formed under the Business Corporation Law of Louisiana.

                                  ARTICLE III

                                     Capital

         A. Authorized Stock. The Corporation shall have the authority to issue
an aggregate of 160 million shares of capital stock, of which 150 million shares
shall be Class A Common Stock, no par value per share, five million shares shall
be Class B Common Stock, no par value per share, and five million shares shall
be Preferred Stock, $1.00 par value per share.

         B. Preferred Stock. Shares of Preferred Stock may be issued from time
to time in one or more series. Authority is hereby vested in the Board of
Directors of the Corporation to amend these Articles of Incorporation from time
to time to fix the preferences, limitations and relative rights as between the
Preferred Stock and the Class A and Class B Common Stock, and to fix variations
in the preferences, limitations and relative rights as between different series
of Preferred Stock.

         [On October 28, 1999, the Board of Directors adopted amendments to the
Articles of Incorporation to create a series of Preferred Stock in the amount
and having the designation, voting powers, preferences and relative,
participating, optional and other special rights and qualifications, limitations
and restrictions thereof as follows:]

                  1. Designation and Number of Shares. The shares of such series
         shall be designated as "Series A Participating Cumulative Preferred
         Stock" (the "Series A Preferred Stock"), and the number of shares
         constituting such series shall be 1,500,000. Such number of shares of
         the Series A Preferred Stock may be increased or decreased by
         resolution of the Board of Directors; provided that no decrease shall
         reduce the number of shares of Series A Preferred Stock to a number
         less than the number of shares then


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         outstanding plus the number of shares issuable upon exercise or
         conversion of outstanding rights, options or other securities issued by
         the Corporation.

                  2. Dividends and Distributions.

                           (a) The holders of shares of Series A Preferred Stock
                  shall be entitled to receive, when, as and if declared by the
                  Board of Directors out of funds legally available for the
                  purpose, quarterly dividends payable on October 31, January
                  31, April 30 and July 31 of each year (each such date being
                  referred to herein as a "Quarterly Dividend Payment Date"),
                  commencing on the first Quarterly Dividend Payment Date after
                  the first issuance of any share or fraction of a share of
                  Series A Preferred Stock, in an amount per share (rounded to
                  the nearest cent) equal to the greater of $1.00 and subject to
                  the provision for adjustment hereinafter set forth, 100 times
                  the aggregate per share amount of all cash dividends or other
                  distributions and 100 times the aggregate per share amount of
                  all non-cash dividends or other distributions (other than a
                  dividend payable in shares of Common Stock of the Corporation,
                  no par value, (any such Common Stock, the "Common Stock") or a
                  subdivision of the outstanding shares of Common Stock (by
                  reclassification or otherwise)), declared on the Common Stock
                  since the immediately preceding Quarterly Dividend Payment
                  Date, or, with respect to the first Quarterly Dividend Payment
                  Date, since the first issuance of any share or fraction of a
                  share of Series A Preferred Stock. If the Corporation shall at
                  any time after October 28, 1999 (the "Rights Declaration
                  Date") pay any dividend on Common Stock payable in shares of
                  Common Stock or effect a subdivision or combination of the
                  outstanding shares of Common Stock (by reclassification or
                  otherwise) into a greater or lesser number of shares of Common
                  Stock, then in each such case the amount to which holders of
                  shares of Series A Preferred Stock were entitled immediately
                  prior to such event under clause (ii) of the preceding
                  sentence shall be adjusted by multiplying such amount by a
                  fraction the numerator of which is the number of shares of
                  Common Stock outstanding immediately after such event and the
                  denominator of which is the number of shares of Common Stock
                  that were outstanding immediately prior to such event.

                           (b) The Corporation shall declare a dividend or
                  distribution on the Series A Preferred Stock as provided in
                  paragraph (a) above immediately after it declares a dividend
                  or distribution on the Common Stock (other than as described
                  in clauses (a)(ii)(A) and (a)(ii)(B) above); provided that if
                  no dividend or distribution shall have been declared on the
                  Common Stock during the period between any Quarterly Dividend
                  Payment Date and the next subsequent Quarterly Dividend
                  Payment Date (or, with respect to the first Quarterly Dividend
                  Payment Date, the period between the first issuance of any
                  share or fraction of a share of Series A Preferred Stock and
                  such first Quarterly Dividend Payment Date), a dividend of
                  $1.00 per share on the Series A Preferred Stock shall
                  nevertheless be payable on such subsequent Quarterly Dividend
                  Payment Date.

                           (c) Dividends shall begin to accrue and be cumulative
                  on outstanding shares of Series A Preferred Stock from the
                  Quarterly Dividend Payment Date



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<PAGE>

                  next preceding the date of issue of such shares of Series A
                  Preferred Stock, unless the date of issue of such shares is on
                  or before the record date for the first Quarterly Dividend
                  Payment Date, in which case dividends on such shares shall
                  begin to accrue and be cumulative from the date of issue of
                  such shares, or unless the date of issue is a date after the
                  record date for the determination of holders of shares of
                  Series A Preferred Stock entitled to receive a quarterly
                  dividend and on or before such Quarterly Dividend Payment
                  Date, in which case dividends shall begin to accrue and be
                  cumulative from such Quarterly Dividend Payment Date. Accrued
                  but unpaid dividends shall not bear interest. Dividends paid
                  on shares of Series A Preferred Stock in an amount less than
                  the total amount of such dividends at the time accrued and
                  payable on such shares shall be allocated pro rata on a
                  share-by-share basis among all such shares at the time
                  outstanding. The Board of Directors may fix a record date for
                  the determination of holders of shares of Series A Preferred
                  Stock entitled to receive payment of a dividend or
                  distribution declared thereon, which record date shall not be
                  more than 60 days prior to the date fixed for the payment
                  thereof.

                  3. Voting Rights. In addition to any other voting rights
         required by law, the holders of shares of Series A Preferred Stock
         shall have the following voting rights:

                           (a) Subject to the provision for adjustment
                  hereinafter set forth, each share of Series A Preferred Stock
                  shall entitle the holder thereof to 100 votes on all matters
                  submitted to a vote of shareholders of the Corporation;
                  provided, however that, each share of Series A Preferred Stock
                  that is initially issued by the Corporation to a holder of the
                  Corporation's Class B Common Stock in respect of shares of
                  Class B Common Stock shall, for as long as such share is held
                  by Frank B. Stewart, Jr. or any of his Permitted Transferees
                  (as defined in Article III(C)(5) of the Articles of
                  Incorporation), entitle such holder to 1,000 votes on all
                  matters submitted to a vote of shareholders of the
                  Corporation. If the Corporation shall at any time after the
                  Rights Declaration Date pay any dividend on Common Stock
                  payable in shares of Common Stock or effect a subdivision or
                  combination of the outstanding shares of Common Stock (by
                  reclassification or otherwise) into a greater or lesser number
                  of shares of Common Stock, then in each such case the number
                  of votes per share to which holders of shares of Series A
                  Preferred Stock were entitled immediately prior to such event
                  shall be adjusted by multiplying such number by a fraction the
                  numerator of which is the number of shares of Common Stock
                  outstanding immediately after such event and the denominator
                  of which is the number of shares of Common Stock that were
                  outstanding immediately prior to such event.

                           (b) Except as otherwise provided herein or by law,
                  the holders of shares of Series A Preferred Stock and the
                  holders of shares of Common Stock shall vote together as a
                  single class on all matters submitted to a vote of
                  shareholders of the Corporation.

                           (c) (i) If at any time dividends on any Series A
                  Preferred Stock shall be in arrears in an amount equal to six
                  quarterly dividends thereon, the occurrence



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<PAGE>

                  of such contingency shall mark the beginning of a period
                  (herein called a "default period") which shall extend until
                  such time as all accrued and unpaid dividends for all previous
                  quarterly dividend periods and for the current quarterly
                  dividend period on all shares of Series A Preferred Stock then
                  outstanding shall have been declared and paid or set apart for
                  payment. During each default period, all holders of Preferred
                  Stock and any other series of Preferred Stock then entitled as
                  a class to elect directors, voting together as a single class,
                  irrespective of series, shall have the right to elect two
                  Directors.

                                    (ii) During any default period, such voting
                           right of the holders of Series A Preferred Stock may
                           be exercised initially at a special meeting called
                           pursuant to subparagraph (c)(iii) hereof or at any
                           annual meeting of shareholders, and thereafter at
                           annual meetings of shareholders; provided that
                           neither such voting right nor the right of the
                           holders of any other series of Preferred Stock, if
                           any, to increase, in certain cases, the authorized
                           number of Directors shall be exercised unless the
                           holders of 10% in number of shares of Preferred Stock
                           outstanding shall be present in person or by proxy.
                           The absence of a quorum of holders of Common Stock
                           shall not affect the exercise by holders of Preferred
                           Stock of such voting right. At any meeting at which
                           holders of Preferred Stock shall exercise such voting
                           right initially during an existing default period,
                           they shall have the right, voting as a class, to
                           elect Directors to fill such vacancies, if any, in
                           the Board of Directors as may then exist up to two
                           Directors or, if such right is exercised at an annual
                           meeting, to elect two Directors. If the number that
                           may be so elected at any special meeting does not
                           amount to the required number, the holders of the
                           Preferred Stock shall have the right to make such
                           increase in the number of Directors as shall be
                           necessary to permit the election by them of the
                           required number. After the holders of the Preferred
                           Stock shall have exercised their right to elect
                           Directors in any default period and during the
                           continuance of such period, the number of Directors
                           shall not be increased or decreased except by vote of
                           the holders of Preferred Stock as herein provided or
                           pursuant to the rights of any equity securities
                           ranking senior to or pari passu with the Series A
                           Preferred Stock.

                                    (iii) Unless the holders of Preferred Stock
                           shall, during an existing default period, have
                           previously exercised their right to elect Directors,
                           the Board of Directors may order, or any shareholder
                           or shareholders owning in the aggregate not less than
                           10% of the total number of shares of Preferred Stock
                           outstanding, irrespective of series, may request, the
                           calling of a special meeting of holders of Preferred
                           Stock, which meeting shall thereupon be called by the
                           President and Chief Executive Officer or the
                           Secretary of the Corporation. Notice of such meeting
                           and of any annual meeting at which holders of
                           Preferred Stock are entitled to vote pursuant to this
                           paragraph (c)(iii) shall be given to each holder of
                           record of Preferred Stock by mailing a copy of such
                           notice to such holder's last address as the same
                           appears on the books of the



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<PAGE>

                           Corporation. Such meeting shall be called for a time
                           not earlier than 20 days and not later than 60 days
                           after such order or request or in default of the
                           calling of such meeting within 60 days after such
                           order or request, such meeting may be called on
                           similar notice by any shareholder or shareholders
                           owning in the aggregate not less than 10% of the
                           total number of shares of Preferred Stock
                           outstanding, irrespective of series. Notwithstanding
                           the provisions of this paragraph (c)(iii), no such
                           special meeting shall be called during the period
                           within 60 days immediately preceding the date fixed
                           for the next annual meeting of shareholders.

                                    (iv) In any default period, the holders of
                           Common Stock, and other classes of stock of the
                           Corporation if applicable, shall continue to be
                           entitled to elect the whole number of Directors until
                           the holders of Preferred Stock shall have exercised
                           their right to elect two Directors voting as a class,
                           after the exercise of which right (x) the Directors
                           so elected by the holders of Preferred Stock shall
                           continue in office until their successors shall have
                           been elected by such holders or until the expiration
                           of the default period, and (y) any vacancy in the
                           Board of Directors may (except as provided in
                           paragraph (c)(ii) hereof) be filled by vote of a
                           majority of the remaining Directors theretofore
                           elected by the holders of the class of stock that
                           elected the Director whose office shall have become
                           vacant. References in this paragraph (c) to Directors
                           elected by the holders of a particular class of stock
                           shall include Directors elected by such Directors to
                           fill vacancies as provided in clause (y) of the
                           foregoing sentence.

                                    (v) Immediately upon the expiration of a
                           default period, (x) the right of the holders of
                           Preferred Stock as a class to elect Directors shall
                           cease, (y) the term of any Directors elected by the
                           holders of Preferred Stock as a class shall
                           terminate, and (z) the number of Directors shall be
                           such number as may be provided for in the articles of
                           incorporation or bylaws irrespective of any increase
                           made pursuant to the provisions of paragraph (c)(ii)
                           hereof (such number being subject, however, to change
                           thereafter in any manner provided by law or in the
                           articles of incorporation or bylaws). Any vacancies
                           in the Board of Directors effected by the provisions
                           of clauses (y) and (z) in the preceding sentence may
                           be filled by a majority of the remaining Directors.

                           (d) The Articles of Incorporation of the Corporation
                  shall not be amended in any manner (whether by merger or
                  otherwise) so as to adversely affect the powers, preferences
                  or special rights of the Series A Preferred Stock without the
                  affirmative vote of the holders of a majority of the
                  outstanding shares of Series A Preferred Stock, voting
                  separately as a class.

                           (e) Except as otherwise provided herein, holders of
                  Series A Preferred Stock shall have no special voting rights,
                  and their consent shall not be required for taking any
                  corporate action.



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<PAGE>

                  4. Certain Restrictions.

                           (a) Whenever quarterly dividends or other dividends
                  or distributions payable on the Series A Preferred Stock as
                  provided in Section are in arrears, thereafter and until all
                  accrued and unpaid dividends and distributions, whether or not
                  declared, on outstanding shares of Series A Preferred Stock
                  shall have been paid in full, the Corporation shall not:

                                    (i) declare or pay dividends on, or make any
                           other distributions on, any shares of stock ranking
                           junior (either as to dividends or upon liquidation,
                           dissolution or winding up) to the Series A Preferred
                           Stock;

                                    (ii) declare or pay dividends on, or make
                           any other distributions on, any shares of stock
                           ranking on a parity (either as to dividends or upon
                           liquidation, dissolution or winding up) with the
                           Series A Preferred Stock, except dividends paid
                           ratably on the Series A Preferred Stock and all such
                           other parity stock on which dividends are payable or
                           in arrears in proportion to the total amounts to
                           which the holders of all such shares are then
                           entitled;

                                    (iii) redeem, purchase or otherwise acquire
                           for value any shares of stock ranking junior (either
                           as to dividends or upon liquidation, dissolution or
                           winding up) to the Series A Preferred Stock; provided
                           that the Corporation may at any time redeem, purchase
                           or otherwise acquire shares of any such junior stock
                           in exchange for shares of stock of the Corporation
                           ranking junior (as to dividends and upon dissolution,
                           liquidation or winding up) to the Series A Preferred
                           Stock; or

                                    (iv) redeem, purchase or otherwise acquire
                           for value any shares of Series A Preferred Stock, or
                           any shares of stock ranking on a parity (either as to
                           dividends or upon liquidation, dissolution or winding
                           up) with the Series A Preferred Stock, except in
                           accordance with a purchase offer made in writing or
                           by publication (as determined by the Board of
                           Directors) to all holders of Series A Preferred Stock
                           and all such other parity stock upon such terms as
                           the Board of Directors, after consideration of the
                           respective annual dividend rates and other relative
                           rights and preferences of the respective series and
                           classes, shall determine in good faith will result in
                           fair and equitable treatment among the respective
                           series or classes.

                           (b) The Corporation shall not permit any subsidiary
                  of the Corporation to purchase or otherwise acquire for value
                  any shares of stock of the Corporation unless the Corporation
                  could, under paragraph (a), purchase or otherwise acquire such
                  shares at such time and in such manner.



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<PAGE>

                  5. Reacquired Shares. Any shares of Series A Preferred Stock
         redeemed, purchased or otherwise acquired by the Corporation in any
         manner whatsoever shall be retired and canceled promptly after the
         acquisition thereof. All such shares shall upon their cancellation
         become authorized but unissued shares of Preferred Stock without
         designation as to series and may be reissued as part of a new series of
         Preferred Stock to be created by resolution or resolutions of the Board
         of Directors as permitted by the Articles of Incorporation or as
         otherwise permitted under Louisiana Law.

                  6. Liquidation, Dissolution and Winding Up. Upon any
         liquidation, dissolution or winding up of the Corporation, no
         distribution shall be made (1) to the holders of shares of stock
         ranking junior (either as to dividends or upon liquidation, dissolution
         or winding up) to the Series A Preferred Stock unless, prior thereto,
         the holders of shares of Series A Preferred Stock shall have received
         $0.01 per share, plus an amount equal to accrued and unpaid dividends
         and distributions thereon, whether or not declared, to the date of such
         payment; provided that the holders of shares of Series A Preferred
         Stock shall be entitled to receive an aggregate amount per share,
         subject to the provision for adjustment hereinafter set forth, equal to
         100 times the aggregate amount to be distributed per share to holders
         of Common Stock, or (2) to the holders of stock ranking on a parity
         (either as to dividends or upon liquidation, dissolution or winding up)
         with the Series A Preferred Stock, except distributions made ratably on
         the Series A Preferred Stock and all such other parity stock in
         proportion to the total amounts to which the holders of all such shares
         are entitled upon such liquidation, dissolution or winding up. If the
         Corporation shall at any time after the Rights Declaration Date pay any
         dividend on Common Stock payable in shares of Common Stock or effect a
         subdivision or combination of the outstanding shares of Common Stock
         (by reclassification or otherwise) into a greater or lesser number of
         shares of Common Stock, then in each such case the aggregate amount to
         which holders of shares of Series A Preferred Stock were entitled
         immediately prior to such event under the proviso in clause (1) of the
         preceding sentence shall be adjusted by multiplying such amount by a
         fraction the numerator of which is the number of shares of Common Stock
         outstanding immediately after such event and the denominator of which
         is the number of shares of Common Stock that were outstanding
         immediately prior to such event.

                  7. Consolidation, Merger, Etc. If the Corporation shall enter
         into any consolidation, merger, combination or other transaction in
         which the shares of Common Stock are exchanged for or changed into
         other stock or securities, cash or any other property, then in any such
         case the shares of Series A Preferred Stock shall at the same time be
         similarly exchanged for or changed into an amount per share, subject to
         the provision for adjustment hereinafter set forth, equal to 100 times
         the aggregate amount of stock, securities, cash or any other property,
         as the case may be, into which or for which each share of Common Stock
         is changed or exchanged. If the Corporation shall at any time after the
         Rights Declaration Date pay any dividend on Common Stock payable in
         shares of Common Stock or effect a subdivision or combination of the
         outstanding shares of Common Stock (by reclassification or otherwise)
         into a greater or lesser number of shares of Common Stock, then in each
         such case the amount set forth in the preceding sentence with respect
         to the exchange or change of shares of Series A Preferred Stock shall
         be adjusted by multiplying such amount by a fraction the numerator of
         which is the



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<PAGE>

         number of shares of Common Stock outstanding immediately after such
         event and the denominator of which is the number of shares of Common
         Stock that were outstanding immediately prior to such event.

                  8. No Redemption. The Series A Preferred Stock shall not be
         redeemable.

                  9. Rank. The Series A Preferred Stock shall rank junior (as to
         dividends and upon liquidation, dissolution and winding up) to all
         other series of the Corporation's preferred stock except any series
         that specifically provides that such series shall rank junior to the
         Series A Preferred Stock.

                  10. Fractional Shares. Series A Preferred Stock may be issued
         in fractions of a share which shall entitle the holder, in proportion
         to such holder's fractional shares, to exercise voting rights, receive
         dividends, participate in distributions and to have the benefit of all
         other rights of holders.

         C. Class A and Class B Common Stock. The voting powers, designations,
preferences, and relative, participating, optional and other special rights of
the Class A and Class B Common Stock, and the qualifications, limitations or
restrictions thereof, shall be fixed as provided below:

                  1. Voting Rights. (a) Except as may otherwise be expressly
         required by the Business Corporation Law of Louisiana or these Articles
         of Incorporation, the holders of shares of Class A Common Stock shall
         vote together with the holders of shares of Class B Common Stock as a
         single voting group, provided, however, that, with respect to each
         matter properly brought before the shareholders for their consideration
         and vote, each record holder of shares of Class A Common Stock shall
         have one vote for each such share held of record in his name on the
         stock transfer records of the Corporation and each record holder of
         shares of Class B Common Stock shall have ten votes for each such share
         held of record in his name on the stock transfer records of the
         Corporation.

                           (b) In the case of each share of Class B Common Stock
                  held of record by a bank, voting trustee, broker, dealer,
                  clearing agency, or any nominee thereof, or by any other
                  nominee of the beneficial owner of such share, the record
                  holder shall be entitled to only one vote, provided, however,
                  that the record holder of any such shares will be entitled,
                  notwithstanding the foregoing limitation, to cast ten votes
                  per share if such holder shall establish to the satisfaction
                  of the Corporation that each such share has been beneficially
                  owned continuously from the date of issuance by the original
                  beneficial owner (whose name and address must be specified to
                  the Corporation), or by a Permitted Transferee (as defined in
                  Article III(C)(5) hereof) of such original beneficial owner.
                  Any such record holder who wishes to cast ten votes per share
                  shall file with the transfer agent for the Class B Common
                  Stock a certificate, on a form that will be mailed to such
                  holder by such transfer agent on request, certifying as to the
                  information specified in the preceding sentence and specifying
                  the date on which he desires to exercise his voting rights
                  (the "Voting Date"). Any such certificate shall be deemed
                  filed only if received by the transfer agent not less than ten
                  nor more than 30 days prior to



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<PAGE>

                  the Voting Date. If such certificate shall not establish to
                  the satisfaction of the Corporation that the record holder is
                  entitled to cast ten votes per share, then, within five
                  business days after the receipt thereof by the transfer agent,
                  the Corporation shall mail to the person filing such
                  certificate a notice that describes the deficiency and, unless
                  the Corporation determines that such person has a reasonable
                  opportunity to cure such deficiency prior to the Voting Date,
                  notifies him that he shall be entitled to only one vote per
                  share on the Voting Date.

                  2. Conversion. (a) Each share of Class B Common Stock shall be
         convertible at any time, at the option of the record holder thereof,
         into one fully paid and nonassessable share of Class A Common Stock of
         the Corporation.

                           (b) No fractional shares of Class A Common Stock
                  shall be issued upon such conversion, but in lieu thereof the
                  Corporation shall pay to the holder an amount in cash equal to
                  the fair market value of such fractional share.

                           (c) To convert shares of Class B Common Stock under
                  this Article III(C)(2), the record holder thereof shall
                  surrender the certificate or certificates representing such
                  shares, duly endorsed to the Corporation or in blank (which
                  endorsement shall correspond exactly with the name or names of
                  the record holder or holders set forth on the face of the
                  certificates and on the stock transfer records of the
                  Corporation), at the office of the transfer agent for the
                  shares of Class B Common Stock (which may be either the
                  Corporation or any third party retained by it for such
                  purpose), and shall give written notice to the transfer agent
                  and the Corporation that such holder elects to convert all or
                  part of the shares represented thereby, stating therein the
                  name or names (with the address or addresses) in which the
                  certificate or certificates for shares of Class A Common Stock
                  are to be issued.

                           (d) If the record shareholder fully complies with
                  paragraph (c), the Corporation shall, as soon as practicable
                  thereafter, instruct the transfer agent to deliver to such
                  holder, or to such holder's nominee or nominees, a certificate
                  or certificates for the number of shares of Class A Common
                  Stock to which such holder shall be entitled, rounded to the
                  nearest whole number of shares, and a check for any amount
                  payable hereunder in lieu of a fractional share, along with a
                  certificate representing any shares of Class B Common Stock
                  that the holder has not elected to convert hereunder but which
                  constituted part of the shares of Class B Common Stock
                  represented by the certificate or certificates surrendered.

                           (e) Shares of Class B Common Stock shall be deemed to
                  have been converted as of the close of business on the date of
                  the due surrender of the certificates representing the shares
                  to be converted as provided above, and the person or persons
                  entitled to receive the shares of Class A Common Stock
                  issuable upon such conversion shall be treated for all
                  purposes as the record holder or holders of such shares of
                  Class A Common Stock at such time.



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<PAGE>

                           (f) If the Corporation shall in any manner split or
                  subdivide the outstanding shares of Class A Common Stock or
                  Class B Common Stock, the outstanding shares of the other such
                  class of stock shall be split or subdivided in the same
                  manner, proportionately and on the same basis per share.

                           (g) When shares of Class B Common Stock have been
                  converted pursuant to any paragraph of this Article III(C),
                  they shall be irrevocably canceled and not reissued.

                  3. Dividends. The record holders of shares of Class A Common
         Stock and Class B Common Stock shall be entitled to receive such
         dividends and distributions, payable in cash or otherwise, as may be
         declared thereon by the Board of Directors from time to time out of the
         assets or funds of the Corporation legally available therefor,
         provided, however, that no such dividend or distribution shall be
         declared or paid unless the holders of both classes receive the same
         per share dividend, payable in the same amount and type of
         consideration, as if such classes constituted a single class, except
         that in the event that any dividend is declared that is payable in
         shares of Class A Common Stock or Class B Common Stock, such dividend
         shall be declared and paid at the same rate per share with respect to
         the Class A Common Stock and Class B Common Stock, and the dividend
         payable on shares of Class A Common Stock shall be payable only in
         shares of Class A Common Stock and the dividend payable on Class B
         Common Stock shall be payable only in shares of Class B Common Stock.

                  4. Liquidation. (a) In the event of a liquidation, dissolution
         or winding up of the affairs of the Corporation, whether voluntary or
         involuntary, following the payment of all indebtedness and any
         applicable preferential distribution to the holders of outstanding
         shares of any class or series of stock senior to the Class A and Class
         B Common Stock with respect to amounts payable upon the occurrence of
         any such event, all of the remaining assets of the Corporation
         available for distribution shall be distributed in equal amounts per
         share to the record holders of the Class A Common Stock and Class B
         Common Stock, as if such classes constituted a single class.

                           (b) For purposes of paragraph (a) above, neither (i)
                  the merger or consolidation of the Corporation into or with
                  any other corporation or entity, (ii) the sale, transfer or
                  lease of all or substantially all of the assets of the
                  Corporation or (iii) a share exchange between the Corporation
                  and any other corporation or entity shall be deemed to be a
                  liquidation, dissolution or winding up of the Corporation.

                  5. Transfers of Class B Common Stock. No person holding any
         share of Class B Common Stock shall transfer, and the Corporation shall
         not register (nor permit the transfer agent for the Class B Common
         Stock to register) the transfer of, any shares of Class B Common Stock
         or any interest therein, whether by sale, assignment, gift, bequest,
         pledge, hypothecation, encumbrance, or any other disposition, except to
         a "Permitted Transferee" of such person (as defined below in this
         paragraph). If a holder of shares of Class B Common Stock transfers any
         such shares to any person or entity other than a "Permitted
         Transferee," such transfer, without any further action of the



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<PAGE>

         parties or the Corporation, shall automatically and irrevocably convert
         such shares into an equal number of shares of Class A Common Stock and
         the transferee shall be deemed a holder of such shares of Class A
         Common Stock from the date of such transfer. The term "Permitted
         Transferee" shall mean only:

                           (a) the spouse and any lineal descendant (including
                  adopted children) of any person duly holding shares of Class B
                  Common Stock (a "qualified holder"), and any spouse of any
                  such lineal descendant (all such spouses and lineal
                  descendants being hereinafter referred to as "such holder's
                  family members");

                           (b) the trustee of an trust for the sole benefit of a
                  qualified holder or such holder's family members;

                           (c) a partnership made up exclusively of qualified
                  holders or such holders' family members or a corporation
                  wholly-owned by qualified holders or such holder's family
                  members, provided, however, that as of the date that such
                  partnership or corporation is no longer comprised of or owned
                  exclusively by qualified holders or such holders' family
                  members, such partnership or corporation will no longer be a
                  Permitted Transferee and any Class B Common Stock held by it
                  shall be automatically and irrevocably converted into Class A
                  Common Stock without any further action of the parties or the
                  Corporation; or

                           (d) the executor, administrator or personal
                  representative of the estate of a qualified holder or any of
                  such holder's family members, or the guardian or conservator
                  of a qualified holder or any of such holder's family members
                  who has been adjudged disabled by a court of competent
                  jurisdiction.

                  6. Issuances of Class B Common Stock. Except for the 790,005
         shares of Class B Common Stock to be issued by operation of Article
         III(E) hereof, no shares of Class B Common Stock may be issued, other
         than issuances pursuant to stock splits, stock subdivisions or stock
         dividends duly effected in accordance with the terms and conditions of
         this Article. Notwithstanding any other provision in these Articles of
         Incorporation to the contrary or any other vote that may be required by
         law, this Article III(C)(6) may be amended or repealed only by the
         holders of two-thirds of the Class A Common Stock present or
         represented at any duly convened shareholders' meeting.

         D. Total Voting Power. For purposes of these Articles of Incorporation,
"Total Voting Power" means the total number of votes that shareholders and
holders of any bonds, debentures or other obligations granted voting rights by
the Corporation pursuant to La. R.S. 12:75H are generally entitled to cast with
respect to the election of a majority of the directors or, if such term is used
in reference to any other particular matter properly brought before the
shareholders for their consideration and vote, means the total number of such
votes that are entitled to be cast with respect to such matter.

         E. Reclassification. From and after the effective date of the amendment
and restatement of these Articles of Incorporation effected hereby, each issued
and outstanding share



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<PAGE>

of Common Stock, no par value per share, of the Corporation shall be
reclassified into 30 shares of Class A Common Stock, except for 26,333.5 shares
of Common Stock held by Frank B. Stewart, Jr., which shall be reclassified into
an aggregate of 790,005 shares of Class B Common Stock.

                                   ARTICLE IV

                                    Directors

         A. Number of Directors. The Board of Directors shall consist of such
number of persons as shall be designated from time to time in the by-laws of the
Corporation, or, if not so designated, as may be designated from time to time by
resolution of the Board of Directors, provided that no decrease in the number of
directors shall shorten the term of any incumbent director.

         B. Classification. The Board of Directors, other than those who may be
elected by the holders of any class or series of stock having preference over
the Class A and Class B Common Stock as to dividends or upon liquidation, shall
be divided, with respect to the time during which they shall hold office, into
three classes as nearly equal in number as possible, with the initial term of
office of the Class I directors expiring at the annual meeting of shareholders
to be held in 1993, of the Class II directors expiring at the next succeeding
annual meeting of shareholders, and of the Class III directors expiring at the
second succeeding annual meeting, with all such directors to hold office until
their successors are elected and qualified. Any increase or decrease in the
number of directors shall be apportioned by the Board of Directors so that all
classes of directors shall be as nearly equal in number as possible. At each
annual meeting of shareholders, directors chosen to succeed those whose terms
then expire shall be elected to hold office for a term expiring at the annual
meeting of shareholders held in the third year following the year of their
election and until their successors are duly elected and qualified.

         C. Vacancies. Except as provided in Article IV(H) hereof, any vacancy
on the Board (including any vacancy resulting from an increase in the authorized
number of directors or from a failure of the shareholders to elect the full
number of authorized directors) may, notwithstanding any resulting absence of a
quorum of directors, be filled by a two-thirds vote of the Board of Directors
remaining in office, provided that the shareholders shall have the right to fill
the vacancy at any special meeting called for such purpose prior to any such
action by the Board.

         D. Removal. Except as provided in Article IV(H) hereof, (i) any
director may be removed, with or without cause, by a two-thirds vote of the
Board of Directors and (ii) any director or the entire Board of Directors may be
removed at any time, with or without cause, by the affirmative vote of the
holders of not less than two-thirds of that portion of the Total Voting Power
(as defined in Article III(D) hereof) that is present or represented at a
special meeting of shareholders called for such purpose, voting together as a
single class. At the same meeting in which the Board of Directors or the
shareholders remove one or more directors, a successor or successors may be
elected for the unexpired term of the director or directors removed. Except as
set forth in this Article IV(D), directors shall not be subject to removal.



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<PAGE>

         E. Director Proxies. Any director absent from a meeting of the Board of
Directors or any committee thereof may be represented by any other director, who
may cast the vote of the absent director according to the written instructions,
general or special, of the absent director.

         F. Tender Offers and Other Extraordinary Transactions. The Board of
Directors, when evaluating a tender offer or an offer to make a tender or
exchange offer or to effect a merger, consolidation or share exchange may, in
exercising its judgment in determining what is in the best interests of the
Corporation and its shareholders, consider the following factors and any other
factors that it deems relevant: (1) not only the consideration being offered in
the proposed transaction, in relation to the then current market price for the
outstanding capital stock of the Corporation, but also the market price for the
capital stock of the Corporation over a period of years, the estimated price
that might be achieved in a negotiated sale of the Corporation as a whole or in
part or through orderly liquidation, the premiums over market price for the
securities of other corporations in similar transactions, current political,
economic and other factors bearing on securities prices and the Corporation's
financial condition and future prospects; (2) the social and economic effects of
such transaction on the Corporation, its subsidiaries, or their employees,
customers, creditors and the communities in which the Corporation and its
subsidiaries do business; (3) the business and financial condition and earnings
prospects of the acquiring party or parties, including, but not limited to, debt
service and other existing or likely financial obligations of the acquiring
party or parties, and the possible effect of such condition upon the Corporation
and its subsidiaries and the communities in which the Corporation and its
subsidiaries do business; and (4) the competence, experience, and integrity of
the acquiring party or parties and its or their management. Notwithstanding any
provision of this Article IV(F), this Article is not intended to confer any
rights on any subsidiary of the Corporation, or on any of the Corporation's or
its subsidiaries' employees, customers, creditors or other members of the
communities in which it or they do business.

         G. Board Nominations. Except as provided in Article IV(H) hereof, only
persons who are nominated in accordance with the procedures set forth in this
Article IV(G) shall be eligible for election as directors. Nominations of
persons for election to the Board of Directors of the Corporation may be made at
a meeting of shareholders by or at the direction of the Board of Directors or by
any shareholder of record of the Corporation entitled to vote at such meeting
for the election of directors who complies with the notice procedures set forth
in this Article IV(G). Such nominations, other than those made by or at the
direction of the Board of Directors, shall be made pursuant to timely notice in
writing to the Secretary of the Corporation. To be timely, a shareholder's
notice shall be delivered to or mailed and received at the principal office of
the Corporation not less than 45 days nor more than 90 days prior to the
meeting, provided, however, that in the event that less than 55 days notice or
prior public disclosure of the date of the meeting is given or made to
shareholders, notice by the shareholder to be timely must be so received at the
principal executive offices of the Corporation no later than the close of
business on the tenth day following the day on which such notice of the date of
the meeting was mailed or such public disclosure was made. Such shareholder's
notice shall set forth or include the following:

                  1. as to each person whom the shareholder proposes to nominate
         for election or re-election as a director, (a) the name, age, business
         address and residential address of such person, (b) the principal
         occupation or employment of such person, (c) the class and



                                       13

<PAGE>

         number of shares of capital stock of the Corporation of which such
         person is the beneficial owner (as defined in Rule 13d-3 promulgated
         under the Securities Exchange Act of 1934), (d) such person's written
         consent to being named in the proxy statement as a nominee and to serve
         as a director if elected and (e) any other information relating to such
         person that would be required to be disclosed in solicitations of
         proxies for the election of directors, or would be otherwise required,
         in each case pursuant to Regulation 14A promulgated under the
         Securities Exchange Act of 1934; and

                  2. as to the shareholder of record giving the notice, (a) the
         name and address of such shareholder and (b) the class and number of
         shares of capital stock of the Corporation of which such shareholder is
         the beneficial owner (as defined in Rule 13d-3 promulgated under the
         Securities Exchange Act of 1934). If requested in writing by the
         Secretary of the Corporation at least 15 days in advance of the
         meeting, such shareholder shall disclose to the Secretary, within ten
         days of such request, whether such person is the sole beneficial owner
         of the shares held of record by him, and, if not, the name and address
         of each other person known by the shareholder of record to claim or
         have a beneficial interest in such shares.

At the request of the Board of Directors, any person nominated by the Board of
Directors for election as a director shall furnish to the Secretary of the
Corporation that information required to be set forth in a shareholder's notice
of nomination which pertains to the nominee. If a shareholder seeks to nominate
one or more directors, the Secretary shall appoint two inspectors, who shall not
be affiliated with the Corporation, to determine whether the shareholder has
complied with this Article IV(G). If the inspectors shall determine that the
shareholder has not complied with this Article IV(G), the defective nomination
shall be disregarded and the inspectors shall direct the Chairman of the meeting
to declare at the meeting that such nomination was not made in accordance with
the procedures prescribed by the Articles of Incorporation.

         H. Directors Elected by Preferred Shareholders. Notwithstanding
anything in these Articles of Incorporation to the contrary, whenever the
holders of any one or more classes or series of stock having a preference over
the Class A and Class B Common Stock as to dividends or upon liquidation shall
have the right, voting separately as a class, to elect one or more directors of
the Corporation, the provisions of these Articles of Incorporation (as they may
be duly amended from time to time) fixing the rights and preferences of such
preferred stock shall govern with respect to the nomination, election, term,
removal, vacancies or other related matters with respect to such directors.

                                   ARTICLE V

                                     By-laws

         A. Adoption, Amendment and Repeal. By-laws of the Corporation may be
adopted only by a majority vote of the Board of Directors. By-laws may be
amended or repealed only by a majority vote of the Board of Directors (unless a
higher vote is specified in the By-laws) or the affirmative vote of the holders
of at least two-thirds of that portion of the Total Voting Power (as defined in
Article III(D) hereof), voting together as a single class, that is present or
represented at



                                       14


<PAGE>

any regular or special meeting of shareholders, the notice of which expressly
states that the proposed amendment or repeal is to be considered at the meeting.

         B. New Matters. Any purported amendment to the By-laws which would add
thereto a matter not covered in the By-laws prior to such purported amendment
shall be deemed to constitute the adoption of a By-law provision and not an
amendment to the By-laws.

                                   ARTICLE VI

                   Limitation of Liability and Indemnification

         A. Limitation of Liability. No director or officer of the Corporation
shall be liable to the Corporation or to its shareholders for monetary damages
for breach of his fiduciary duty as a director or officer, provided that the
foregoing provision shall not eliminate or limit the liability of a director or
officer for (1) any breach of his duty of loyalty to the Corporation or its
shareholders; (2) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (3) liability for unlawful
distributions of the Corporation's assets to, or redemptions or repurchases of
the Corporation's shares from, shareholders of the Corporation, under and to the
extent provided in La. R.S. 12:92D; or (4) any transaction from which he derived
an improper personal benefit.

         B. Authorization of Further Actions. The Board of Directors may (1)
cause the Corporation to enter into contracts with its directors and officers
providing for the limitation of liability set forth in this Article to the
fullest extent permitted by law, (2) adopt By-laws or resolutions, or cause the
Corporation to enter into contracts, providing for indemnification of directors
and officers of the Corporation and other persons (including but not limited to
directors and officers of the Corporation's direct and indirect subsidiaries) to
the fullest extent permitted by law and (3) cause the Corporation to exercise
the powers set forth in La. R.S. 12:83F, notwithstanding that some or all of the
members of the Board of Directors acting with respect to the foregoing may be
parties to such contracts or beneficiaries of such By-laws or resolutions or the
exercise of such powers. No repeal or amendment of any such By-laws or
resolutions limiting the right to indemnification thereunder shall affect the
entitlement of any person to indemnification whose claim thereto results from
conduct occurring prior to the date of such repeal or amendment.

         C. Subsidiaries. The Board of Directors may cause the Corporation to
approve for its direct and indirect subsidiaries limitation of liability and
indemnification provisions comparable to the foregoing.

         D. Amendment of Article VI. In addition to any other votes required by
law or these Articles of Incorporation (and notwithstanding the fact that a
lesser percentage may be specified by law or these Articles of Incorporation),
the affirmative vote of the holders of at least 80% of the Total Voting Power
(as defined in Article III(D) hereof), voting together as a single class, shall
be required to amend or repeal this Article, and any amendment or repeal of this
Article shall not adversely affect any elimination or limitation of liability of
a director or officer of the Corporation under this Article with respect to any
action or inaction occurring prior to the time of such amendment or repeal.



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<PAGE>

                                  ARTICLE VII

                                    Reversion

         Cash, property or share dividends, shares issuable to shareholders in
connection with a reclassification of stock, and the redemption price of
redeemed shares, that are not claimed by the shareholders entitled thereto
within one year after the dividend or redemption price became payable or the
shares became issuable, despite reasonable efforts by the Corporation to pay the
dividend or redemption price or deliver the certificates for the shares to such
shareholders within such time, shall, at the expiration of such time, revert in
full ownership to the Corporation, and the Corporation's obligation to pay such
dividend or redemption price or issue such shares, as the case may be, shall
thereupon cease, provided, however, that the Board of Directors may, at any
time, for any reason satisfactory to it, but need not, authorize (1) payment of
the amount of any cash or property dividend or redemption price or (2) issuance
of any shares, ownership of which has reverted to the Corporation pursuant to
this Article, to the person or entity who or which would be entitled thereto had
such reversion not occurred.

                                  ARTICLE VIII

                        Special Meetings of Shareholders

         Special meetings of shareholders, for any purpose or purposes, may be
called in any manner set forth in the By-laws. In addition, at any time, upon
the written request of any shareholder or group of shareholders holding in the
aggregate at least 25% of the Total Voting Power (as defined in Article III(D)
hereof), the Secretary of the Corporation shall call a special meeting of
shareholders to be held at the registered office of the Corporation at such time
as the Secretary may fix, not less than 15 nor more than 60 days after the
receipt of said request, and if the Secretary shall neglect or refuse to fix
such time or to give notice of the meeting, the shareholder or shareholders
making the request may do so. Such requests must state the specific purpose or
purposes of the proposed special meeting, and the business to be conducted
thereat shall be limited to such purpose or purposes.

                                   ARTICLE IX

                          Louisiana Fair Price Statute

         The Corporation expressly opts into, and accepts the benefits of, La.
R.S. 12:132-134, as they may be amended from time to time.

                                     * * * *

         These Amended and Restated Articles of Incorporation reflect all
amendments made through May 7, 2003.



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