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                                                                   EXHIBIT 10.46

                           CHANGE OF CONTROL AGREEMENT

         This Change of Control Agreement ("Agreement") between Stewart
Enterprises, Inc., a Louisiana corporation (the "Company"), and Michael K. Crane
(the "Employee") is dated as of November 1, 2001 (the "Change of Control
Agreement Date").

                                    ARTICLE I
                                   DEFINITIONS

         1.1 EMPLOYMENT AGREEMENT. After a Change of Control (defined below),
this Agreement supersedes the Employment Agreement dated as of November 1, 2001
between Employee and the Company (the "Employment Agreement") except to the
extent that certain provisions of the Employment Agreement are expressly
incorporated by reference herein. After a Change of Control, the definitions in
this Agreement supersede definitions in the Employment Agreement, but
capitalized terms used herein that are not defined in this Agreement have the
meanings given to them in the Employment Agreement.

         1.2 DEFINITION OF "COMPANY." As used in this Agreement, "Company" shall
mean the Company as defined above and any successor to or assignee of (whether
direct or indirect, by purchase, merger, consolidation or otherwise) all or
substantially all of the assets or business of the Company.

         1.3 CHANGE OF CONTROL DEFINED. "Change of Control" shall mean:

                  (a) the acquisition by any individual, entity or group (within
         the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) of
         beneficial ownership (within the meaning of Rule 13d-3 promulgated
         under the Exchange Act) of more than 30% of the outstanding shares of
         the Company's Class A Common Stock, no par value per share (the "Common
         Stock"); provided, however, that for purposes of this subsection (a),
         the following acquisitions shall not constitute a Change of Control:

                           (i) any acquisition of Common Stock directly from
                  the Company,

                           (ii) any acquisition of Common Stock by the Company,

                           (iii) any acquisition of Common Stock by any employee
                  benefit plan (or related trust) sponsored or maintained by the
                  Company or any corporation controlled by the Company, or

                           (iv) any acquisition of Common Stock by any
                  corporation pursuant to a transaction that complies with
                  clauses (i), (ii) and (iii) of subsection (c) of this Section
                  1.3; or

                  (b) individuals who, as of the Change of Control Agreement
         Date, constitute the Board (the "Incumbent Board") cease for any reason
         to constitute at least a majority of the Board; provided, however, that
         any individual becoming a director subsequent to the Change of Control
         Agreement Date whose election, or nomination for election by the
         Company's
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         shareholders, was approved by a vote of at least a majority of the
         directors then comprising the Incumbent Board shall be considered a
         member of the Incumbent Board, unless such individual's initial
         assumption of office occurs as a result of an actual or threatened
         election contest with respect to the election or removal of directors
         or other actual or threatened solicitation of proxies or consents by or
         on behalf of a person other than the Incumbent Board; or

                  (c) consummation of a reorganization, merger or consolidation,
         or sale or other disposition of all of substantially all of the assets
         of the Company (a "Business Combination"), in each case, unless,
         following such Business Combination,

                           (i) all or substantially all of the individuals and
                  entities who were the beneficial owners of the Company's
                  outstanding common stock and the Company's voting securities
                  entitled to vote generally in the election of directors
                  immediately prior to such Business Combination have direct or
                  indirect beneficial ownership, respectively, of more than 50%
                  of the then outstanding shares of common stock, and more than
                  50% of the combined voting power of the then outstanding
                  voting securities entitled to vote generally in the election
                  of directors, of the corporation resulting from such Business
                  Combination (which, for purposes of this paragraph (i) and
                  paragraphs (ii) and (iii), shall include a corporation which
                  as a result of such transaction controls the Company or all or
                  substantially all of the Company's assets either directly or
                  through one or more subsidiaries), and

                           (ii) except to the extent that such ownership existed
                  prior to the Business Combination, no person (excluding any
                  corporation resulting from such Business Combination or any
                  employee benefit plan or related trust of the Company or such
                  corporation resulting from such Business Combination)
                  beneficially owns, directly or indirectly, 20% or more of the
                  then outstanding shares of common stock of the corporation
                  resulting from such Business Combination or 20% or more of the
                  combined voting power of the then outstanding voting
                  securities of such corporation, and

                           (iii) at least a majority of the members of the board
                  of directors of the corporation resulting from such Business
                  Combination were members of the Incumbent Board at the time of
                  the execution of the initial agreement, or of the action of
                  the Board, providing for such Business Combination; or

                  (d) approval by the shareholders of the Company of a complete
         liquidation or dissolution of the Company.

         1.4 AFFILIATE. "Affiliate" or "affiliated companies" shall mean any
company controlled by, controlling, or under common control with, the Company.

         1.5 CAUSE. "Cause" shall mean:

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                           (a) the willful and continued failure of the Employee
                  to perform substantially the Employee's duties with the
                  Company or its affiliates (other than any such failure
                  resulting from incapacity due to physical or mental illness),
                  after a written demand for substantial performance is
                  delivered to the Employee by the Board of the Company which
                  specifically identifies the manner in which the Board believes
                  that the Employee has not substantially performed the
                  Employee's duties, or

                           (b) the willful engaging by the Employee in illegal
                  conduct or gross misconduct which is materially and
                  demonstrably injurious to the Company or its affiliates.

For purposes of this provision, no act or failure to act, on the part of the
Employee, shall be considered "willful" unless it is done, or omitted to be
done, by the Employee in bad faith or without reasonable belief that the
Employee's action or omission was in the best interests of the Company or its
affiliates. Any act, or failure to act, based upon authority given pursuant to a
resolution duly adopted by the Board or upon the instructions of a senior
officer of the Company or based upon the advice of counsel for the Company or
its affiliates shall be conclusively presumed to be done, or omitted to be done,
by the Employee in good faith and in the best interests of the Company or its
affiliates. The cessation of employment of the Employee shall not be deemed to
be for Cause unless and until there shall have been delivered to the Employee a
copy of a resolution duly adopted by the affirmative vote of not less than
three-quarters of the entire membership of the Board at a meeting of the Board
called and held for such purpose (after reasonable notice is provided to the
Employee and the Employee is given an opportunity, together with counsel, to be
heard before the Board), finding that, in the good faith opinion of the Board,
the Employee is guilty of the conduct described in subparagraph (a) or (b)
above, and specifying the particulars thereof in detail.

         1.6 GOOD REASON. "Good Reason" shall mean:

                  (a) Any failure of the Company or its affiliates to provide
         the Employee with the position, authority, duties and responsibilities
         at least commensurate in all material respects with the most
         significant of those held, exercised and assigned at any time during
         the 120- day period immediately preceding the Change of Control.
         Employee's position, authority, duties and responsibilities after a
         Change of Control shall not be considered commensurate in all material
         respects with Employee's position, authority, duties and
         responsibilities prior to a Change of Control unless after the Change
         of Control Employee holds (i) an equivalent position in the Company or,
         (ii) if the Company is controlled or will after the transaction be
         controlled by another company (directly or indirectly), an equivalent
         position in the ultimate parent company.

                  (b) The assignment to the Employee of any duties inconsistent
         in any material respect with Employee's position (including status,
         offices, titles and reporting requirements), authority, duties or
         responsibilities as contemplated by Section 2.1(b) of this Agreement,
         or any other action that results in a diminution in such position,
         authority, duties or responsibilities, excluding for this purpose an
         isolated, insubstantial and inadvertent action

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         not taken in bad faith that is remedied within 10 days after receipt of
         written notice thereof from the Employee to the Company;

                  (c) Any failure by the Company or its affiliates to comply
         with any of the provisions of this Agreement, other than an isolated,
         insubstantial and inadvertent failure not occurring in bad faith that
         is remedied within 10 days after receipt of written notice thereof from
         the Employee to the Company;

                  (d) The Company or its affiliates requiring the Employee to be
         based at any office or location other than as provided in Section
         2.1(b)(ii) hereof or requiring the Employee to travel on business to a
         substantially greater extent than required immediately prior to the
         Change of Control;

                  (e) Any purported termination of the Employee's employment
         otherwise than as expressly permitted by this Agreement; or

                  (f) Any failure by the Company to comply with and satisfy
         Sections 3.1(c) and (d) of this Agreement.

For purposes of this Section 1.6, any good faith determination of "Good Reason"
made by the Employee shall be conclusive. Anything in this Agreement to the
contrary notwithstanding, a termination by the Employee for any reason during
the 30-day period immediately following the first anniversary of the Change of
Control shall be deemed to be a termination for Good Reason.

                                   ARTICLE II
                            CHANGE OF CONTROL BENEFIT

         2.1 EMPLOYMENT TERM AND CAPACITY AFTER CHANGE OF CONTROL. (a) If a
Change of Control occurs on or before October 31, 2004, then the Employee's
employment term (the "Employment Term") shall continue through the later of (i)
the second anniversary of the Change of Control or (ii) October 31, 2004,
subject to any earlier termination of Employee's status as an employee pursuant
to this Agreement.

         (b) After a Change of Control and during the Employment Term, (i) the
Employee's position (including status, offices, titles and reporting
requirements), authority, duties and responsibilities shall be at least
commensurate in all material respects with the most significant of those held,
exercised and assigned at any time during the 120-day period immediately
preceding the Change of Control and (ii) the Employee's service shall be
performed at the location where the Employee was employed immediately preceding
the Change of Control or any office or location less than 35 miles from such
location. Employee's position, authority, duties and responsibilities after a
Change of Control shall not be considered commensurate in all material respects
with Employee's position, authority, duties and responsibilities prior to a
Change of Control unless after the Change of Control Employee holds (x) an
equivalent position in the Company or, (y) if the Company is controlled or will
after the transaction be controlled by another company (directly or indirectly),
an equivalent position in the ultimate parent company. Employee shall devote
himself to his

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employment responsibilities with the Company (or, if applicable, the ultimate
parent entity) as provided in Article I Section 3 of the Employment Agreement.

         2.2 COMPENSATION AND BENEFITS. During the Employment Term, Employee
shall be entitled to the following compensation and benefits:

                  (a) Salary. A salary ("Base Salary") at the highest rate
         provided for under the Employment Agreement at any time during the
         120-day period immediately preceding the Change of Control, payable to
         the Employee at such intervals no less frequent than the most frequent
         intervals in effect at any time during the 120-day period immediately
         preceding the Change of Control or, if more favorable to the Employee,
         the intervals in effect at any time after the Change of Control for
         other peer employees of the Company and its affiliated companies.

                  (b) Bonus. An annual incentive bonus (the "Bonus") equal to
         the maximum annual amount that the Employee was eligible to receive at
         any time during the 120-day period immediately preceding the Change of
         Control. The Bonus shall be paid in cash (1) no later than thirty (30)
         days following the close of the fiscal year in which it is earned, or
         (2) if the Employee so elects, between January 1 and January 15 of the
         succeeding calendar year.

                  (c) Fringe Benefits. The Employee shall be entitled to fringe
         benefits (including, but not limited to, automobile allowance,
         reimbursement for membership dues, and first class air travel) in
         accordance with the most favorable agreements, plans, practices,
         programs and policies of the Company and its affiliated companies in
         effect for the Employee at any time during the 120-day period
         immediately preceding the Change of Control or, if more favorable to
         the Employee, as in effect generally at any time thereafter with
         respect to other peer employees of the Company and its affiliated
         companies.

                  (d) Expenses. The Employee shall be entitled to receive prompt
         reimbursement for all reasonable expenses incurred by the Employee in
         accordance with the most favorable agreements, policies, practices and
         procedures of the Company and its affiliated companies in effect for
         the Employee at any time during the 120-day period immediately
         preceding the Change of Control or, if more favorable to the Employee,
         as in effect generally at any time thereafter with respect to other
         peer employees of the Company and its affiliated companies.

                  (e) Incentive, Savings and Retirement Plans. The Employee
         shall be entitled to participate in all incentive, savings and
         retirement plans, practices, policies and programs applicable generally
         to other peer employees of the Company and its affiliated companies,
         but in no event shall such plans, practices, policies and programs
         provide the Employee with incentive opportunities (measured with
         respect to both regular and special incentive opportunities, to the
         extent, if any, that such distinction is applicable), savings
         opportunities and retirement benefit opportunities, in each case, less
         favorable than the most favorable of those provided by the Company and
         its affiliated companies for the Employee under any agreements, plans,
         practices, policies and programs as in effect at any time during the
         120- day period immediately preceding the Change of Control or, if more
         favorable to the

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         Employee, those provided generally at any time after the Change of
         Control to other peer employees of the Company and its affiliated
         companies.

                  (f) Welfare Benefit Plans. The Employee and/or the Employee's
         family, as the case may be, shall be eligible for participation in and
         shall receive all benefits under welfare benefit plans, practices,
         policies and programs provided by the Company and its affiliated
         companies (including, without limitation, medical, prescription,
         dental, disability, employee life, group life, accidental death and
         travel accident insurance plans and programs) to the extent applicable
         generally to other peer employees of the Company and its affiliated
         companies, but in no event shall such plans, practices, policies and
         programs provide the Employee with benefits, in each case, less
         favorable than the most favorable of any agreements, plans, practices,
         policies and programs in effect for the Employee at any time during the
         120-day period immediately preceding the Change of Control or, if more
         favorable to the Employee, those provided generally at any time after
         the Change of Control to other peer employees of the Company and its
         affiliated companies.

                  (g) Office and Support Staff. The Employee shall be entitled
         to an office or offices of a size and with furnishings and other
         appointments, and to exclusive personal secretarial and other
         assistance, at least equal to the most favorable of the foregoing
         provided to the Employee by the Company and its affiliated companies at
         any time during the 120-day period immediately preceding the Change of
         Control or, if more favorable to the Employee, as provided generally at
         any time thereafter with respect to other peer employees of the Company
         and its affiliated companies.

                  (h) Vacation. The Employee shall be entitled to paid vacation
         in accordance with the most favorable agreements, plans, policies,
         programs and practices of the Company and its affiliated companies as
         in effect for the Employee at any time during the 120-day period
         immediately preceding the Change of Control or, if more favorable to
         the Employee, as in effect generally at any time thereafter with
         respect to other peer employees of the Company and its affiliated
         companies.

         2.3 TERMINATION OF EMPLOYMENT AFTER A CHANGE OF CONTROL. After a Change
of Control and during the Employment Term, the Employee's status as an employee
shall terminate or may be terminated by the Employee, the Company (or, if
applicable, the ultimate parent company), as provided in Article III of the
Employment Agreement (provided, however, that the definitions of "Cause" and
"Good Reason" in this Agreement shall supersede those definitions in the
Employment Agreement).

         2.4 OBLIGATIONS UPON TERMINATION AFTER A CHANGE OF CONTROL.

                  (a) Termination by Company for Reasons other than Death,
         Disability or Cause; by Employee for Good Reason. If, after a Change of
         Control and during the Employment Term, the Company (or, if applicable
         the ultimate parent company), terminates the Employee's employment
         other than for Cause, death or Disability, or the Employee terminates
         employment for Good Reason, the Company shall pay to the Employee in a
         lump sum in cash within 30 days of the Date of Termination an amount
         equal to three times the

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         sum of (i) the amount of Base Salary in effect at the Date of
         Termination, plus (ii) the maximum Bonus for which the Employee is
         eligible for the 12-month period in which the Date of Termination
         occurs.

                  (b) Death. If, after a Change of Control and during the
         Employment Term, the Employee's status as an employee is terminated by
         reason of the Employee's death, this Agreement shall terminate without
         further obligation to the Employee's legal representatives (other than
         those already accrued to the Employee), other than the obligation to
         make any payments due pursuant to employee benefit plans maintained by
         the Company or its affiliated companies.

                  (c) Disability. If, after a Change of Control and during the
         Employment Term, Employee's status as an employee is terminated by
         reason of Employee's Disability (as defined in the Employment
         Agreement), this Agreement shall terminate without further obligation
         to the Employee (other than those already accrued to the Employee),
         other than the obligation to make any payments due pursuant to employee
         benefit plans maintained by the Company or its affiliated companies.

                  (d) Cause. If, after a Change of Control and during the
         Employment Term, the Employee's status as an employee is terminated by
         the Company (or, if applicable, the ultimate parent entity) for Cause,
         this Agreement shall terminate without further obligation to the
         Employee other than for obligations imposed by law and obligations
         imposed pursuant to any employee benefit plan maintained by the Company
         or its affiliated companies.

                  (e) Termination by Employee for Reasons other than Good
         Reason. If, after a Change of Control and during the Employment Term,
         the Employee's status as an employee is terminated by the Employee for
         reasons other than Good Reason, then the Company shall pay to the
         Employee an amount equal to a single year's Base Salary in effect at
         the Date of Termination, payable in equal installments over a two-year
         period at such intervals as other salaried employees of the Company are
         paid.

                  (f) Nondisclosure, Noncompetition and Proprietary Rights. The
         rights and obligations of the Company and Employee contained in Article
         V ("Nondisclosure, Noncompetition and Proprietary Rights") of the
         Employment Agreement shall continue to apply after a Change of Control,
         except as provided in Section 2.10 of this Agreement.

         2.5 ACCRUED OBLIGATIONS AND OTHER BENEFITS. It is the intent of the
Employment Agreement and this Agreement that upon termination of employment for
any reason the Employee be entitled to receive promptly, and in addition to any
other benefits specifically provided, (a) the Employee's Base Salary through the
Date of Termination to the extent not theretofore paid, (b) any accrued vacation
pay, to the extent not theretofore paid, and (c) any other amounts or benefits
required to be paid or provided or which the Employee is entitled to receive
under any plan, program, policy practice or agreement of the Company.

         2.6 STOCK OPTIONS. The foregoing benefits are intended to be in
addition to the value of any options to acquire Common Stock of the Company the
exercisability of which is accelerated

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pursuant to the terms of any stock option, incentive or other similar plan
heretofore or hereafter adopted by the Company.

         2.7 PROTECTION OF BENEFITS. To the extent permitted by applicable law,
the Company shall take all reasonable steps to ensure that the Employee is not,
by reason of a Change of Control, deprived of the economic value (including any
value attributable to the Change of Control transaction) of (a) any options to
acquire Common Stock of the Company or (b) any Common Stock of the Company
beneficially owned by the Employee.

         2.8 CERTAIN ADDITIONAL PAYMENTS. If after a Change of Control Employee
is subjected to an excise tax as a result of the "excess parachute payment"
provisions of section 4999 of the Internal Revenue Code of 1986, as amended,
whether by virtue of the benefits of this Agreement or by virtue of any other
benefits provided to Employee in connection with a Change of Control pursuant to
Company plans, policies or agreements (including the value of any options to
acquire Common Stock of the Company the exercisability of which is accelerated
pursuant to the terms of any stock option, incentive or similar plan heretofore
or hereafter adopted by the Company), the Company shall pay to Employee (whether
or not his employment has terminated) such amounts as are necessary to place
Employee in the same position after payment of federal income and excise taxes
as he would have been if such provisions had not been applicable to him.

         2.9 LEGAL FEES. The Company agrees to pay as incurred, to the full
extent permitted by law, all legal fees and expenses which the Employee may
reasonably incur as a result of any contest (regardless of the outcome thereof)
by the Company, the Employee or others of the validity or enforceability of, or
liability under, any provision of this Agreement (including as a result of any
contest by the Employee about the amount or timing of any payment pursuant to
this Agreement.)

         2.10 SET-OFF; MITIGATION. After a Change of Control, the Company's and
its affiliates' obligations to make the payments provided for in this Agreement
and otherwise to perform its obligations hereunder shall not be affected by any
set-off, counterclaim, recoupment, defense or other claim, right or action which
the Company or its affiliates may have against the Employee or others. After a
Change of Control, an asserted violation of the provisions of Article V
("Nondisclosure, Noncompetition and Proprietary Rights") of the Employment
Agreement shall not constitute a basis for deferring or withholding any amounts
otherwise payable to the Employee; specifically, the third through sixth
sentences of Article V Section 4 shall not apply after a Change of Control. It
is the intent of the Employment Agreement and this Agreement that in no event
shall the Employee be obligated to seek other employment or take any other
action by way of mitigation of the amounts payable to the Employee under any of
the provisions of this Agreement or the Employment Agreement.


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                                   ARTICLE III
                                  MISCELLANEOUS

         3.1 BINDING EFFECT; SUCCESSORS.

                  (a) This Agreement shall be binding upon and inure to the
benefit of the Company and any of its successors or assigns.

                  (b) This Agreement is personal to the Employee and shall not
be assignable by the Employee without the consent of the Company (there being no
obligation to give such consent) other than such rights or benefits as are
transferred by will or the laws of descent and distribution.

                  (c) The Company shall require any successor to or assignee of
(whether direct or indirect, by purchase, merger, consolidation or otherwise)
all or substantially all of the assets or businesses of the Company (i) to
assume unconditionally and expressly this Agreement and (ii) to agree to perform
or to cause to be performed all of the obligations under this Agreement in the
same manner and to the same extent as would have been required of the Company
had no assignment or succession occurred, such assumption to be set forth in a
writing reasonably satisfactory to the Employee.

                  (d) The Company shall also require all entities that control
or that after the transaction will control (directly or indirectly) the Company
or any such successor or assignee to agree to cause to be performed all of the
obligations under this Agreement, such agreement to be set forth in a writing
reasonably satisfactory to the Employee.

         3.2 NOTICES. All notices hereunder must be in writing and shall be
deemed to have given upon receipt of delivery by: (a) hand (against a receipt
therefor), (b) certified or registered mail, postage prepaid, return receipt
requested, (c) a nationally recognized overnight courier service (against a
receipt therefor) or (d) telecopy transmission with confirmation of receipt. All
such notices must be addressed as follows:

         If to the Company, to:

         Stewart Enterprises, Inc.
         110 Veterans Memorial Boulevard
         Metairie, Louisiana  70005
         Attn:  Chief Executive Officer

         If to the Employee, to:

         Michael K. Crane
         4933 Alphonse Drive
         Metairie, LA 70006

or such other address as to which any party hereto may have notified the other
in writing.

         3.3 GOVERNING LAW. This Agreement shall be construed and enforced in
accordance with and governed by the internal laws of the State of Louisiana
without regard to principles of conflict of laws, except as expressly provided
in Article V Section 6 of the Employment Agreement with respect to the
resolution of disputes arising under, or the Company's enforcement of, such
Article V.

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         3.4 WITHHOLDING. The Employee agrees that the Company has the right to
withhold, from the amounts payable pursuant to this Agreement, all amounts
required to be withheld under applicable income and/or employment tax laws, or
as otherwise stated in documents granting rights that are affected by this
Agreement.

         3.5 AMENDMENT, WAIVER. No provision of this Agreement may be modified,
amended or waived except by an instrument in writing signed by both parties.

         3.6 SEVERABILITY. If any term or provision of this Agreement, or the
application thereof to any person or circumstance, shall at any time or to any
extent be invalid, illegal or unenforceable in any respect as written, Employee
and the Company intend for any court construing this Agreement to modify or
limit such provision so as to render it valid and enforceable to the fullest
extent allowed by law. Any such provision that is not susceptible of such
reformation shall be ignored so as to not affect any other term or provision
hereof, and the remainder of this Agreement, or the application of such term or
provision to persons or circumstances other than those as to which it is held
invalid, illegal or unenforceable, shall not be affected thereby and each term
and provision of this Agreement shall be valid and enforced to the fullest
extent permitted by law.

         3.7 WAIVER OF BREACH. The waiver by either party of a breach of any
provision of this Agreement shall not operate or be construed as a waiver of any
subsequent breach thereof.

         3.8 REMEDIES NOT EXCLUSIVE. No remedy specified herein shall be deemed
to be such party's exclusive remedy, and accordingly, in addition to all of the
rights and remedies provided for in this Agreement, the parties shall have all
other rights and remedies provided to them by applicable law, rule or
regulation.

         3.9 COMPANY'S RESERVATION OF RIGHTS. Employee acknowledges and
understands that the Employee serves at the pleasure of the Board and that the
Company has the right at any time to terminate Employee's status as an employee
of the Company, or to change or diminish his status during the Employment Term,
subject to the rights of the Employee to claim the benefits conferred by this
Agreement.

         3.10 PRIOR CHANGE OF CONTROL AGREEMENT. Effective as of the Change of
Control Agreement Date, this Agreement supersedes any prior change of control
agreement between the Employee and the Company.

         3.11 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
together shall constitute one and the same instrument.

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         IN WITNESS WHEREOF, the Company and the Employee have caused this
Agreement to be executed as of the Change of Control Agreement Date.

                                        STEWART ENTERPRISES, INC.



                                        By:
                                        ----------------------------------------
                                                   James W. McFarland
                                             Compensation Committee Chairman


                                        EMPLOYEE:



                                        ----------------------------------------
                                                    Michael K. Crane


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