EMPLOYMENT AGREEMENT
  W I T N E S S E T H:




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ARTICLE 1  EMPLOYMENT CAPACITY AND TERM
 Section 1.1 Capacity and Duties of Employee.
 Section 1.2 Employment Term
 Section 1.3 Devotion to Responsibilities.
 ARTICLE 2  COMPENSATION AND BENEFITS
  Section 2.1 Salary and Bonus.
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Section 2.2 Benefits.
 Section 2.3 Expenses.
 Section 2.4 Supplemental Executive Retirement Plan
 Section 2.5 Supplemental 401(k) Plan
 Section 2.6 Car Allowance.
 Section 2.7 Health Care Allowance
 ARTICLE 3  TERMINATION OF EMPLOYMENT
 Section 3.1 Death
 Section 3.2 Disability
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Section 3.3 Cause
 Section 3.4 Good Reason
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Section 3.5 Voluntary Termination by the Company
 Section 3.6 Voluntary Termination by the Employee
 Section 3.7 Notice of Termination
 Section 3.8 Date of Termination
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ARTICLE 4  OBLIGATIONS UPON TERMINATION
 Section 4.1 Separation from Service.
 Section 4.2 Death
 Section 4.3 Disability
 Section 4.4 Termination by the Company for Reasons other than Death, Disability or Cause;
Termination by the Employee for Good Reason
 Section 4.5 Cause
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Section 4.6 Resignation from Board of Directors
 Section 4.7 No Acceleration of Payments
 ARTICLE 5  CHANGE OF CONTROL
 Section 5.1
 Section 5.2
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Section 5.3
 1 2
 Section 5.4
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payments provided in this Section 5.4 payments the total amount due under this Section
5.4,
  Section 5.5
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ARTICLE 6  NONDISCLOSURE, NONCOMPETITION AND PROPRIETARY RIGHTS
 Section 6.1 Certain Definitions
   Section 6.2 Nondisclosure of Confidential Information.
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Section 6.3 Limited Covenant Not to Compete
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Section 6.4 Injunctive Relief; Other Remedies.
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Section 6.5 Requests for Waiver in Cases of Undue Hardship
 Section 6.6 Governing Law of this Article 6; Consent to Jurisdiction
 Section 6.7 Employees Understanding of this Article
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ARTICLE 7  EXCISE TAXES
 Section 7.1 Modified Cut-Back
  Section 7.2 Calculation
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Section 7.3 Statement of Calculation
 Section 7.4 Definitions
   ARTICLE 8  ARBITRATION
 Section 8.1 Binding Agreement to Arbitrate
 Section 8.2 Selection and Qualifications of Arbitrators
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Section 8.3 Location of Proceedings
 Section 8.4 Remedies
 Section 8.5 Opinion
 ARTICLE 9  MISCELLANEOUS
 Section 9.1 Binding Effect.
    Section 9.2 Notices
 
 Attn:
    
    Chairman of the Compensation Committee
of the Board of Directors
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Section 9.3 Governing Law
 Section 9.4 Withholding
 Section 9.5 Severability
 Section 9.6 Waiver of Breach .
 Section 9.7 Remedies Not Exclusive
 Section 9.8 Companys Reservation of Rights
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Section 9.9 JURY TRIAL WAIVER
 Section 9.10 Survival
 Section 9.11 Entire Agreement
 Section 9.12 Counterparts.
 Section 9.13 Section 409A of the Internal Revenue Code
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STEWART ENTERPRISES, INC.By:James W. McFarlandCompensation Committee Chairman
 EMPLOYEE:Thomas M. Kitchen
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Appendix A to Employment Agreement
Between Stewart Enterprises, Inc.
and
Thomas M. Kitchen
 Base Salary, Bonus Compensation and Benefits
 1.
    
    Employees title(s) shall be President and Chief Executive Officer, and Employees principal
work location shall be the New Orleans, Louisiana metropolitan area. Employees Base Salary
shall be $600,000.
 2.
    
    Employee shall be eligible to receive a maximum Bonus of 160% of his Base Salary. The
Company may elect to pay a portion of the Bonus in Class A common stock.
  Agreed to and accepted:STEWART ENTERPRISES, INC.Effective Date: February 24, 2011
    
    By:James W. McFarlandCompensation Committee ChairmanEMPLOYEEEffective Date: February 24, 2011Thomas M. Kitchen
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Appendix B to Employment Agreement
between Stewart Enterprises, Inc.
and
Thomas M. Kitchen
 
 A.
    
    States and Territories of the United States:1)
    
    Louisiana  The following parishes in the State of Louisiana:Orleans, St. Bernard, St. Tammany, Plaquemines, Jefferson, St. Charles, Tangipahoaas well as any other parishes in the State of Louisiana 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.2)
    
    Florida  The following counties in the State of Florida:Seminole, Dade, Hillsborough, Duval, Orange, Pinellas, Indian River, Palm Beach, Volusia,
Lake, Brevard, Broward, Monroe, Collier, Pasco, Manatee, Polk, Hardee, Nassau, Baker, Clay,
St. Johns, St. Lucie, Osceola, Ockeechobee, Martin, Hendry, Marion, Alachua, Putnam, Levy,
Hernando, Citrus, Sumter, Sarasota, DeSoto, Charlotte, Gladesas well as any other counties in the State of Florida 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.3)
    
    Texas  The following counties in the State of Texas:Kaufman, Dallas, Collin, Tarrant, Lamar, Harris, Denton, Johnson, Rockwall, Brazoria,
Henderson, Van Zandt, Hunt, Ellis, Fannin, Wise, Parker, Red River, Delta, Galveston,
Ft. Bend, Waller, Montgomery, Liberty, Chambers, Hood, Bosque, Hill, Matagorda, Franklin,
Wharton, Somervellas 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.
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4)
    
    Maryland  The following counties in the State of Maryland:Baltimore, Baltimore City, Howard, Prince Georges, Anne Arundel, Montgomery, Carroll,
Frederick, Harford, Calvert, Charles, Wicomico, Worcester, Somerset, Dorchester, Washingtonas well as any other counties in the State of Maryland 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.5)
    
    Virginia  The following counties in the State of Virginia:Chesterfield, Roanoke, Rockingham, Fairfax, Tazewell, Goochland, Pulaski, Albemarle,
Hanover, Henrico, Dinwiddie, Amelia, Powhatan, Charles City, Prince George, Bedford,
Montgomery, Franklin, Botetourt, Craig, Floyd, Augusta, Shenandoah, Page, Greene, Prince
William, Bland, Russell, Fluvanna, Louisa, Wythe, Giles, Carroll, Orange, Buckingham,
Nelson, King William, New Kent, Spotsylvania, Caroline, Buchanan, Loudoun, Arlington,
Scott, Washington, Richmond, Smythe, Frederick, Clarkeas well as any other counties in the State of Virginia 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.6)
    
    West Virginia  The following counties in the State of West Virginia:Raleigh, Kanawha, Fayette, Berkeley, Boone, Summers, Wyoming, Clay, Lincoln, Jackson,
Putnam, Roane, Greenbrier, Nicholas, Logan, Wayne, McDowell, Morgan, Jefferson, Mercer,
Mingo, Cabell, Mason, Fayettevilleas well as any other counties in the State of West Virginia 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.7)
    
    Puerto Rico  The following towns in the Commonwealth of Puerto Rico:Canovanas, Carolina, Mayaguez, Yauco, Bayamón, San Juan, Ponce, Caguas, Humacao, San Juan
District, Loiza, Juncos, Gurabo, Trujillo Alto, Guaynabo, Cataño, Juana Díaz, Jayuya,
Peñuelas, Adjuntas, Utuado, Cayey, San Lorenzo, Patillas, Coamo, Guayama, Cidra, Águas
Buenas, Hormigueros, San German, Maricao, Las Marías, Anasco, Comerio, Toa Baja, Toa Alta,
Río Grande, Las Piedras, Guanica, Guayanilla, Sabana Grande, Lares, Naguaba, Yabucoa,
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as well as any other towns in the Commonwealth of Puerto Rico 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.8)
    
    North Carolina  The following counties in the State of North Carolina:Catawba, Wilson, Guilford, Haywood, Johnston, Wake, Nash, Iredell, Burke, Caldwell,
Lincoln, Alexander, Cleveland, Greene, Wayne, Edgecombe, Pitt, Davidson, Randolph, Forsyth,
Stokes, Rockingham, Caswell, Alamance, Jackson, Buncombe, Henderson, Transylvania, Swain,
Madison, Sampson, Franklin, Durham, Harnett, Granville, Chatham, Alleghany, Surry, Ashe,
Watauga, Yadkin, Pamilco, Halifax, Warren, Carteret, Jones, Lenoir, Beaufort, Vance, Lee,
Moore, Cumberland, Davieas well as any other counties in the State of North Carolina 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.9)
    
    South Carolina  The following counties in the State of South Carolina:Greenville, Charleston, Aiken, Pickens, Laurens, Spartanburg, Anderson, Abbeville,
Berkeley, Dorchester, Colleton, Edgefield, Saluda, Lexington, Orangeburg, Barnwell,
Richland, Fairfield, Kershaw, Sumter, Calhoun, Newberry, Oconee, Georgetownas well as any other counties in the State of South Carolina 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.10)
    
    Tennessee  The following counties in the State of Tennessee:Davidson, Sumner, Robertson, Knox, Sullivan, Sevier, Wilson, Rutherford, Williamson,
Cheatham, Trousdale, Macon, Jefferson, Grainger, Union, Anderson, Loudon, Blount, Roane,
Greene, Washington, Carter, Johnson, Hawkins, Cocke, Cannon, Dekalb, Smith, Hamblen,
Unicoi, Giles, Lincoln, Cooke, Kingsportas 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.
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11)
    
    Arkansas  The following counties in the State of Arkansas:Saline, Pulaski, Hot Spring, Garland, Perry, Grant, Lonoke, Jefferson, Faulkner, Dallas,
Clark, Montgomery, Van Buren, Cleburne, Conway, Ouachitaas 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.12)
    
    Georgia The following counties in the State of Georgia:Cobb, Cherokee, Henry, Dekalb, Fulton, Douglas, Paulding, Bartow, Pickens, Forsyth, Dawson,
Gordon, Clayton, Rockdale, Newton, Butts, Spalding, Gwinnett, Fayette, Coweta, Carroll,
Richmondas well as any other counties in the State of Georgia 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.13)
    
    Alabama  The following counties in the State of Alabama:Mobile, Madison, Baldwin, 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, Haleas 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.14)
    
    Mississippi  The following counties in the State of Mississippi:Hinds, Madison, Rankin, Simpson, Copiah, Claiborne, Warren, Yazoo, Jackson, Georgeas 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.15)
    
    Pennsylvania  The following counties in the State of Pennsylvania:Montgomery, Philadelphia, Bucks, Delaware, Chester, Berks, Lehigh, Northampton, York
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as well as any other counties in the State of Pennsylvania 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.16)
    
    Kentucky  The following counties in the State of Kentucky:Pike, Martin, Floyd, Knott, Letcher, Allenas well as any other counties in the State of Kentucky 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.17)
    
    The District of Columbia18)
    
    Kansas The following counties in the State of Kansas:Douglas, Leavenworth, Johnson, Miami, Franklin, Wyandotte, Sedgwick, Cowley, Sumner,
Butler, Harvey, Reno, Kingmanas 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.19)
    
    Missouri The following counties in the State of Missouri:Boone, Audrain, Callaway, Cole, Cooper, Howard, Moniteau, Randolph, Jackson, Lafayette,
Johnson, Cass, Clay, Ray, Platte, Clinton, Morgan, Pettis, Saline, Carrollas 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.20)
    
    Nebraska The following counties in the State of Nebraska:Lancaster, Otoe, Sarpy, Gage, Saline, Seward, Saunders, Cass, Butler, Douglas, Washington,
Dodge, Johnsonas 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.
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Employee and the Company agree that, throughout the Employment Term, Employee shall comply
with all of the requirements and restrictions set forth in Article 7 of the Agreement of
which this Appendix B forms a part; however, Employee and the Company agree that,
notwithstanding anything to the contrary contained in Article 7, Section 3 of the
Agreement, Employee shall be required to restrict his post-employment activities in
the State of Nebraska only to: (i) complying with the restrictions set forth in Article 7,
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 7, Section 7.3
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
non-competition 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 7 of the Agreement
reflect such agreement.21)
    
    Iowa The following county in the State of Iowa:Polk, Jasper, Marion, Warren, Madison, Dallas, Story, Boone, Pottawattamieas 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.22)
    
    Nevada The following counties in the State of Nevada:Clark, Washoe, Douglas, Carson Cityas well as any other counties in the State of Nevada 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.23)
    
    Arizona The following counties in the State of Arizona:Mohave, La Pazas well as any other counties in the State of Arizona 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.
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24)
    
    Oregon The following counties in the State of Oregon:Josephine, Washington, Douglas, Curry, Jackson, Klamath, Clatsop, Columbia, Multnomah,
Clackamas, Yamhill, Tillamookas well as any other counties in the State of Oregon 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.25)
    
    California  The following counties in the State of California:Glenn, Plumas, Sutter, Yuba, Colusa, Tehama, Fresno, San Mateo, Contra Costa, San Joaquin,
Stanislaus, Santa Clara, Mariposa, Orange, San Bernardino, Kern, Ventura, Inyo, Riverside,
Los Angeles, Monterey, Kings, Santa Barbara, Madera,
Tulare, San Benito, Merced, San Luis Obispo, Nevada, Alameda, Sacramento, El Dorado,
Amador, Yolo, Solano, San Diego, Imperial, Sonoma, Napa, Lake, Marin, Santa Cruz,
Calaveras, Placer, Butte, Mendocino, San Francisco, Mono, Tuolumne, Del Norte, Siskiyouas well as any other counties in the State of California 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.Employee and the Company agree that, throughout the Employment Term, Employee shall comply
with all of the requirements and restrictions set forth in Article 7 of the Agreement of
which this Appendix B forms a part; however, Employee and the Company agree that,
notwithstanding anything to the contrary contained in Article 7, Section 7.2 or 7.3 of the
Agreement, Employee shall be required to restrict his post-employment activities in
the State of California only to: (i) complying with the restrictions set forth in Article
7, Section 7.2 of the Agreement to the extent that Confidential Information constitutes a
trade secret under California law and (ii) complying with the restrictions set forth in
Article 7, Sections 7.3(c) and 7.3(d) of the Agreement. The parties hereby acknowledge and
agree that these modifications to the restrictions of Article 7, Sections 7.2 and 7.3 as
they relate to post-employment disclosure and competition in the State of California are
being entered into solely to comply with the limitations provided in California law on the
extent to which nondisclosure and noncompetition agreements may be enforced. These
modifications do not reflect the parties agreement as to the extent of the limitations
upon disclosure and competition necessary to protect the legitimate interests of the
Company; rather, the provisions of Article 7 of the Agreement reflect such agreement.27.
    
    Illinois  The following counties in the State of Illinois:Cook, Lake, McHenry, Kane, DuPage, Will
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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.28.
    
    Washington  The following counties in the State of Washington:King, Snohomish, Kittitas, Pierce, Kitsap, Skagit, Chelan, Islandas well as any other counties in the State of Washington 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.29.
    
    Wisconsin  The following counties in the State of Wisconsin:Waukesha, Dodge, Ozaukee, Jefferson, Washington, Racine, Walworth, Milwaukee, Winnebago,
Fond du Lac, Green Lake, Calumet, Waushara, Outagamie, Waupaca, Kenosha, Brown, Shawano,
Oconte, Kewauneeas 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.30.
    
    Ohio  The following counties in the State of Ohio:Monroe, Harrison, Noble, Belmont, Licking, Jefferson, Guernsey, Fairfield, Muskingum,
Perry, Knox, Delaware, Franklin, Coshoctonas well as any other counties in the State of Ohio 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.31.
    
    New Jersey  The following counties in the State of New Jersey:Burlington, Mercer, Hunterdonas well as any other counties in the State of New Jersey 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.
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B.
    
    AcknowledgmentThe Company and Employee acknowledge that Employees voluntary compliance with Article 6,
Sections 6.2 and 6.3 constitutes a significant part of the consideration for the Companys
agreement to make the payments specified in Article 4 and 5. 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 6 Section 6.2 or 6.3, the Company may
suspend or eliminate payments under Article 4, including Section 4.4 of Article 4, and
Article
5, including Section 5.4 of Article 5, 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.Furthermore, the parties acknowledge that any provision in this Appendix B that permits
Employee to engage, after the Date of Termination, in a particular jurisdiction, in conduct
otherwise prohibited by Article 6 Section 6.2 or 6.3 (for example, as in California and
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 B to engage, after the Date of Termination, in certain
jurisdictions (such as California and Nebraska), in conduct otherwise prohibited by Article
6 Section 6.2 or 6.3, if Employee does engage in conduct prohibited by the provisions of
Article 6 Section 6.2 or 6.3 (as such provisions appear in the Agreement without giving
effect to any modifications to such provisions made by this Appendix B), Employee will
forfeit his or her right to payments under Article 4, including Section 4.4 of Article 4,
and Article 5, including Section 5.4 of Article 5, during the period of such conduct.
 Agreed to and Accepted:
 Stewart Enterprises, Inc.
    
    EmployeeBy:James W. McFarland
    
    Effective Date: February 24, 2011Compensation Committee ChairmanEffective Date: February 24, 2011
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