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                                 AMENDMENT NO. 6
                                     TO THE
                  STEWART ENTERPRISES EMPLOYEE RETIREMENT TRUST
                             (A PROFIT SHARING PLAN)
                                 TRUST AGREEMENT

         WHEREAS, Stewart Enterprises, Inc. (the "Company") is a sponsor of the
Stewart Enterprises Employee Retirement Trust (A Profit Sharing Plan) Trust
Agreement (the "Plan"), which was originally adopted January 1, 1981, and has
been amended from time to time;

         WHEREAS, Section 15.1 of the Plan provides that the Plan can be amended
by the Company; and

         WHEREAS, it is the desire of the Company to amend the Plan to change
the definition of Plan Administrator;

         NOW, THEREFORE, the Plan is hereby amended as follows, effective
January 1, 2003:

                                       I.

         The following new definitions are added to Article I. DEFINITIONS, to
read as follows:

         BOARD or BOARD OF DIRECTORS means the Board of Directors of Stewart
         Enterprises, Inc.

         COMMITTEE or ADMINISTRATIVE AND INVESTMENT COMMITTEE means the person
         or persons designated by the Board pursuant to Section II. to control
         and manage the operation and administration of the Plan to the extent
         set forth herein.

                                       II.

         The definition of PLAN ADMINISTRATOR in Article I. DEFINITIONS, is
amended and restated to read as follows:

         PLAN ADMINISTRATOR means the Administrative and Investment Committee
         designated by the Board of Directors to administer the Plan in
         accordance with Article XI and applicable law.

                                      III.

         Section 3.4, RESPONSIBILITY OF CONTRIBUTIONS, is hereby deleted.

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                                       IV.

         Section 11.3, COMPANY is amended and restated to read as follows:

         COMPANY. The powers and responsibilities of the Company include:

         (a)      the selection and retention of fiduciaries in accordance with
                  procedures described in Section 11.8,

         (b)      determination of the Employer contribution, as described in
                  Section 3.1,

         (c)      the right to amend the Plan, as described in Section 15.1, and

         (d)      the right to terminate the Plan, merge or consolidate the Plan
                  with or into another plan, as described in Sections 15.2 and
                  15.3.

         The Company's responsibilities in Section 11.3(b), (c) and (d) can be
         delegated by the Board to the Committee or to any person(s).

                                       V.

         The introductory phrase "The duties of the Plan Administrator shall
include," in Section 11.1, PLAN ADMINISTRATOR is amended and restated to read as
follows:

         Except as otherwise provided, and in addition to the powers, rights and
         duties specifically given to the Committee elsewhere in the Plan and
         Trust or by direct, written delegations from the Company, the Committee
         shall have the following powers, rights and duties:

                                       VI.

         The following new paragraphs (k) through (n) are added to Section 11.1,
PLAN ADMINISTRATOR:

         (k)      to select a secretary, if it believes it is advisable, who
                  may, but need not be, a Committee member,

         (l)      the Committee shall have the full authority to interpret and
                  apply the terms of this Plan document and other relevant
                  documents and relevant provisions of law, and deference shall
                  be afforded the Committee's decision,

         (m)      to adopt such rules of procedures and regulations as in its
                  opinion may be necessary for the proper and efficient
                  administration of the Plan and as are consistent with the Plan
                  and Trust, and

         (n)      to enforce the Plan in accordance with the terms of the Plan
                  and Trust and the rules and regulations adopted by the
                  Committee as above.

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                                      VII.

         The title "Division of Duties and Indemnifications" at Section 11.5 is
amended to read "Trustee Division of Duties and Indemnification."

                                      VIII.

         Section 11.8, APPOINTMENT, RESIGNATION OR REMOVAL OF FIDUCIARY is
amended and restated to read as follows:

         The Board of Directors or to any person(s) to whom the Board of
         Directors has delegated, shall appoint individual(s) or institution(s)
         to serve as Fiduciaries of the Plan.

                                       IX.

         The following new Section 11.9 ADMINISTRATIVE AND INVESTMENT COMMITTEE,
is added to Article XI:

         ADMINISTRATIVE AND INVESTMENT COMMITTEE. The Board shall designate an
         Administrator and Investment Committee which shall have the authority
         to control and manage the operation and administration of the Plan. The
         Committee shall consist of at least three members and shall act by a
         majority vote. The Committee may (i) delegate all or a portion of the
         responsibilities of controlling and managing the operation and
         administration of the Plan to one or more persons and (ii) appoint
         agents, investment advisors, counsel, or other representatives to
         render advice with regard to any of its responsibilities under the
         Plan. The Board of Directors may remove, with or without cause, the
         Committee or any Committee member. The Board shall give prompt written
         notice thereof to the members of the Committee. Until such vacancy is
         filled, the remaining members may exercise all of the powers, rights
         and duties conferred on the Committee. The Committee may remove, with
         or without cause, any delegate or advisor designated by it.

                                       X.

         A new Section 11.10, MANNER OF ACTION is added to read as follows:

         MANNER OF ACTION. The following provisions apply where the context
allows:

         (a)      A Committee member by writing may delegate any or all of his
                  rights, powers, duties and discretions to any other member,
                  with the consent of the latter.

         (b)      The Committee members may act by meeting, and may sign any
                  document by signing one document or concurrent documents.

         (c)      An action or a decision of a majority of the members of the
                  Committee as to a matter shall be as effective as if taken or
                  made by all members of the Committee.

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         (d)      If, because of the number qualified to act, there is an even
                  division of opinion among the Committee members as to a
                  matter, a disinterested party selected by the Committee shall
                  decide the matter and his decision shall control.

         (e)      Except as otherwise provided by law, no member of the
                  Committee shall be liable or responsible for an act or
                  omission of the other Committee members in which the former
                  has not concurred.

         (f)      The certificate of the secretary of the Committee or of a
                  majority of the Committee members that the Committee has taken
                  or authorized any action shall be conclusive in favor of any
                  person relying on the certificate.

                                       XI.

         The following new Section 11.11, INDEMNIFICATION, is added to Article
XI:

         INDEMNIFICATION. The Employer shall defend and indemnify to the full
         extent permitted by law (including ERISA), which indemnification shall
         include, but not be limited to, attorney's fees and any tax imposed as
         a result of a claim asserted by any person, persons or entity
         (including a governmental entity), any individual serving as a member
         of the Administrative and Investment Committee made or threatened to be
         made a part to any action, suit or proceeding, whether criminal, civil,
         administrative or investigative, by reason of the fact that such
         individual is or was a member of the Committee.

                                      XII.

         The first sentence of Section 13.2, INVESTMENT ALTERNATIVE OF THE
TRUSTEE, is hereby deleted.

                                     XIII.

         The first sentence of Section 13.4, PLAN ADMINISTRATOR INVESTMENT
DIRECTION, is amended and restated to read as follows:

         The Plan Administrator shall have the right to direct the Trustee with
         respect to investments of the Fund and may appoint an Investment
         Manager (as defined in paragraph 13.6) to direct investments, without
         the necessity of formal Plan amendment.

                                      XIV.

         Section 15.1, AMENDMENT BY COMPANY, is amended and restated to read as
follows:

                  The Company reserves to the Board of Directors or the
         Administrative and Investment Committee, or to any person(s) to whom
         the Board of Directors has delegated, the right to amend the Plan from
         time to time, except as follows:

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         (a)      the duties and liabilities of the Trustee under the Plan
                  cannot be changed substantively without its consent;

         (b)      no amendment shall reduce the amount of a Participant's
                  Account or eliminate an optional form of distribution except
                  to the extent permitted under Section 412(c)(8) of the Code or
                  applicable Treasury Regulations. If the vesting schedule of
                  the Plan is amended in such a way that a Participant might in
                  any Plan Year have less vesting credit under the new schedule
                  than under the schedule prior to the amendment, each
                  Participant with at least three Years of Service may elect to
                  have his or her nonforfeitable percentage computed without
                  regard to such amendment. The period during which such
                  election may be made shall commence with the date the
                  amendment is adopted and shall end on the later of (i) sixty
                  days after the amendment is adopted, (ii) sixty days after the
                  amendment becomes effective, or (iii) sixty days after the
                  Participant is provided with written notice of the amendment;

         (c)      no merger or consolidation with, or transfer of assets or
                  liabilities to any other plan shall be made unless each
                  Participant and each other person entitled to benefits under
                  the Plan shall be entitled to a benefit immediately after such
                  merger, consolidation or transfer (if the plan into which such
                  persons were merged, etc., then terminated) which is equal to
                  or greater than the benefit such persons would have been
                  entitled to receive immediately before the merger,
                  consolidation or transfer (if the plan from which such persons
                  were merged, etc. had then terminated); and

          (d)     an amendment may not reduce or eliminate a Code Section
                  411(d)(6) protected benefit determined immediately prior to
                  the date of adoption, or if later, the effective date of the
                  amendment.

         IN WITNESS WHEREOF, the parties hereto have caused this amendment to be
executed this 24th day of September, 2003.

WITNESSES:                                  STEWART ENTERPRISES, INC.

                                            By: /s/ KENNETH C. BUDDE
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                                                Kenneth C. Budde
                                                Executive Vice President and
                                                Chief Financial Officer
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