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                                                                   EXHIBIT 10.40

                              EMPLOYMENT AGREEMENT

         This Employment Agreement ("Agreement") between Stewart Enterprises,
Inc., a Louisiana corporation (the "Company"), and G. Kenneth Stephens, Jr. (the
"Employee") is dated as of November 1, 2001 (the "Agreement Date").

                              W I T N E S S E T H:

         WHEREAS, Employee currently is employed by the Company;

         WHEREAS, the Company desires to retain the services of Employee
pursuant to the terms of this Agreement, subject to Employee's acceptance of the
conditions stated herein;

         WHEREAS, Employee wishes to be employed by the Company in consideration
of the compensation and benefits set forth herein and pursuant to the terms
hereof;

         WHEREAS, during the course of his employment with the Company, Employee
has or will have received extensive and unique knowledge, training and education
in, and access to resources involving, the Death Care Business (as defined
below) at a substantial cost to the Company, which Employee acknowledges has
enhanced or substantially will enhance Employee's skills and knowledge in such
business;

         WHEREAS, during the course of his employment with the Company, Employee
has or will have received access to and information about the Company's
customers, suppliers, joint venture partners and others having important
commercial relationships with the Company, the preservation of which the
Employee acknowledges are vital to the continuing commercial success of the
Company;

         WHEREAS, during the course of his employment with the Company, Employee
has had and will continue to have access to valuable oral and written
information, knowledge and data relating to the business and operations of the
Company and its subsidiaries that is non-public, confidential or proprietary in
nature and is particularly useful in the Death Care Business; and

         WHEREAS, in view of the training provided by the Company to Employee,
its cost to the Company, the importance of maintaining continuing favorable
relationships with customers, suppliers, partners and others, and the need for
the Company to be protected against disclosures by Employee of the Company's and
its subsidiaries' trade secrets and other non-public, confidential or
proprietary information, the Company and Employee desire, among other things, to
prohibit Employee from disclosing or utilizing, outside the scope and term of
his employment with the Company, any non-public, confidential or proprietary
information, knowledge and data relating to the business and operations of the
Company or its subsidiaries received by Employee during the course of his
employment, and to restrict the ability of Employee to compete with the Company
or its subsidiaries for a limited period of time;
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         NOW, THEREFORE, for and in consideration of the continued employment of
Employee by the Company and the payment of salary, benefits and other
compensation to Employee by the Company, the parties hereto agree as follows:

                                    ARTICLE I
                          EMPLOYMENT CAPACITY AND TERM

         1. CAPACITY AND DUTIES OF EMPLOYEE. The Employee is employed by the
Company to render services on behalf of the Company in the capacity set forth in
Appendix A hereto, as such Appendix may be amended or supplemented from time to
time (as so amended or supplemented, "Appendix A"). The Employee shall perform
such duties, consistent with the Employee's job title, as are assigned to the
title or titles held by the Employee as set forth from time to time in the
Company's Bylaws and such other duties as may be prescribed from time to time by
the Company's Board of Directors (the "Board") or the executive of the Company
to whom the Employee directly reports.

         2. EMPLOYMENT TERM. The term of this Agreement (the "Employment Term")
shall commence on the Agreement Date and shall continue through October 31,
2004, subject to any earlier termination of Employee's status as an employee
pursuant to this Agreement.

         3. DEVOTION TO RESPONSIBILITIES.

                  During the Employment Term, the Employee shall devote all of
his business time to the business of the Company, shall use his best efforts to
perform faithfully and efficiently his duties under this Agreement, and shall
not engage in or be employed by any other business; provided, however, that
nothing herein shall prohibit the Employee from (a) serving as a member of the
board of directors, board of trustees or the like of any for-profit or
non-profit entity that does not compete with the Company, or performing services
of any type for any civic or community entity, whether or not the Employee
receives compensation therefor, (b) investing his assets in such form or manner
as shall require no more than nominal services on the part of the Employee in
the operation of the business of the entity in which such investment is made, or
(c) serving in various capacities with, and attending meetings of, industry or
trade groups and associations, as long as the Employee's activities permitted by
clauses (a), (b) and (c) above do not materially and unreasonably interfere with
the ability of the Employee to perform the services and discharge the
responsibilities required of him under this Agreement. Notwithstanding clause
(b) above, during the Employment Term, the Employee may not beneficially own
more than 2% of the equity interests of a business organization required to file
periodic reports with the Securities and Exchange Commission under the
Securities Exchange Act of 1934 (the "Exchange Act") and may not beneficially
own more than 2% of the equity interests of a business organization that
competes with the Company. For purposes of this paragraph, "beneficially own"
has the meaning ascribed to that term in Rule 13d-3 under the Securities
Exchange Act of 1934, as amended from time to time (the "Exchange Act").

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                                   ARTICLE II
                            COMPENSATION AND BENEFITS

         During the Employment Term, the Company shall provide the Employee with
the compensation and benefits described below:

         1. SALARY AND BONUS. (a) The Company shall pay the Employee a salary
("Base Salary") at an annual rate per fiscal year of the Company ("Fiscal Year")
as set forth in Appendix A, which shall be payable to the Employee at such
intervals as other salaried employees of the Company are paid.

                  (b) The Employee shall be eligible to receive an annual
incentive bonus (the "Bonus"), up to the maximum amount set forth in Appendix A.
The Bonus will be awarded based upon factors to be set forth in Appendix A. Any
Bonus awarded shall be paid in cash not later than 30 days following the filing
of the Company's annual report on Form 10-K for the Fiscal Year in which the
Bonus has been earned.

                  (c) Any change in the Employee's title, Base Salary or Bonus
eligibility during the Employment Term shall be set forth in one or more
supplements to Appendix A to this Agreement, each of which shall be signed by
the Employee and a member of the Compensation Committee of the Board of
Directors of the Company.

         2. BENEFITS. The Employee shall be eligible to participate in all
benefit programs provided to other employees of the Company, including without
limitation a fully-paid insurance benefit package similar to that provided other
employees of the Company. In addition, the Company shall provide the Employee
with any fringe benefits and perquisites that are set forth in Appendix A to
this Agreement, as so supplemented, amended, restated or otherwise modified from
time to time.

         3. EXPENSES. The Employee shall be reimbursed for reasonable
out-of-pocket expenses incurred from time to time on behalf of the Company or
any subsidiary in the performance of his duties under this Agreement, upon the
presentation of such supporting invoices, documents and forms as the Company
reasonably requests.

                                   ARTICLE III
                            TERMINATION OF EMPLOYMENT

         1. DEATH. The Employee's status as an employee shall terminate
immediately and automatically upon the Employee's death during the Employment
Term.

         2. DISABILITY. The Employee's status as an employee may be terminated
for "Disability" as follows:


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                  (a) The Employee's status as an employee shall terminate if
the Employee has a disability that would entitle him to receive benefits under
the Company's long-term disability insurance policy in effect at the time either
because he is Totally Disabled or Partially Disabled, as such terms are defined
in such policy. Any such termination shall become effective on the first day on
which the Employee is eligible to receive payments under such policy (or on the
first day that he would be so eligible, if he had applied timely for such
payments).

                  (b) If the Company has no long-term disability plan in effect,
if (i) the Employee is rendered incapable because of physical or mental illness
of satisfactorily discharging his duties and responsibilities under this
Agreement for a period of 90 consecutive days and (ii) a duly qualified
physician chosen by the Company and reasonably acceptable to the Employee or his
legal representatives so certifies in writing, the Board shall have the power to
determine that the Employee has become disabled. If the Board makes such a
determination, the Company shall have the continuing right and option, during
the period that such disability continues, and by notice given in the manner
provided in this Agreement, to terminate the status of Employee as an employee.
Any such termination shall become effective 30 days after such notice of
termination is given, unless within such 30-day period, the Employee becomes
capable of rendering services of the character contemplated hereby (and a
physician chosen by the Company and reasonably acceptable to the Employee or his
legal representatives so certifies in writing) and the Employee in fact resumes
such services.

                  (c) The "Disability Effective Date" shall mean the date on
which termination of employment becomes effective due to Disability.

         3. CAUSE. The Company may terminate the Employee's status as an
employee for Cause. As used herein, "Cause" shall mean the Employee's: (a)
breach of this Agreement; (b) intentional failure to perform his prescribed
duties; (c) unauthorized acts or omissions that could reasonably be expected to
cause material financial harm to the Company or materially disrupt Company
operations; (d) commission of a felony; (e) commission of an act of dishonesty
(even if not a crime) resulting in the enrichment of the Employee at the expense
of the Company; or (f) willful failure to follow established Company policies or
procedures; provided, however, that no such termination may take place in the
case of (a) through (c) or (f) above unless the Company has provided written
notice to the Employee of such conduct and the Employee has failed to remedy
such conduct within 10 days following receipt of such notice.

         4. GOOD REASON. The Employee may terminate his status as an employee
for Good Reason. As used herein, the term "Good Reason" shall mean:

                  (a) The occurrence of any of the following during the
Employment Term:

                           (i) the assignment to the Employee of any duties or
responsibilities that are inconsistent with the Employee's status, title and
position as set forth in Appendix A;


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                           (ii) any removal of the Employee from, or any failure
to reappoint or reelect the Employee to, the position set forth in Appendix A,
except in connection with a termination of Employee's status as an employee as
permitted by this Agreement;

                           (iii) the Company's requiring the Employee to be
based anywhere other than in the metropolitan area set forth in Appendix A,
except for required travel in the ordinary course of the Company's business;

                  (b) any breach of this Agreement by the Company that continues
for a period of 10 days after written notice thereof is given by the Employee to
the Company;

                  (c) the failure by the Company to obtain the assumption of its
obligations under this Agreement by any successor or assign as contemplated in
this Agreement; or

                  (d) any purported termination by the Company of the Employee's
status as an employee for Cause that is not effected pursuant to a Notice of
Termination satisfying the requirements of this Agreement.

         5. VOLUNTARY TERMINATION BY THE COMPANY. The Company may terminate the
Employee's status as employee for other than death, Disability or Cause.

         6. VOLUNTARY TERMINATION BY THE EMPLOYEE. The Employee may voluntarily
terminate the Employee's status as employee for other than Good Reason.

         7. NOTICE OF TERMINATION. Any termination by the Company or by the
Employee, shall be communicated by Notice of Termination to the other party
hereto given in accordance with Article VII Section 2 of this Agreement. For
purposes of this Agreement, a "Notice of Termination" means a written notice
that (a) indicates the specific termination provision in this Agreement relied
upon (b) to the extent applicable, sets forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of the Employee's
employment under the provisions so indicated and (c) if the Date of Termination
(as defined below) is other than the date of receipt of such notice, specifies
the termination date (which date shall be not more than 30 days after the giving
of such notice). The failure by the Employee or the Company to set forth in the
Notice of Termination any fact or circumstance that contributes to a showing of
Good Reason, Disability or Cause shall not negate the effect of the notice nor
waive any right of the Employee or the Company, respectively, hereunder or
preclude the Employee or the Company, respectively, from asserting such fact or
circumstance in enforcing the Employee's or the Company's rights hereunder.

         8. DATE OF TERMINATION. "Date of Termination" means (a) if Employee's
employment is terminated by reason of his death or Disability, the Date of
Termination shall be the date of death of Employee or the Disability Effective
Date, as the case may be, (b) if Employee's employment is terminated by the
Company for Cause, or by the Employee for Good Reason, the date of delivery of
the Notice of Termination or any later date specified therein (which date shall
not be more than 30 days after the giving of such notice) as the case may be,
(c) if the Employee's employment is

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terminated by the Company for reasons other than death, Disability or Cause, the
Date of Termination shall be the date on which the Company notifies the Employee
of such termination or any later date specified therein, and (d) if the
Employee's employment is terminated voluntarily by the Employee for reasons
other than Good Reason, the Date of Termination shall be the date on which the
Employee notifies the Company of such termination or any later date specified
therein (which date shall not be later than 30 days after the giving of such
notice) as the case may be.

                                   ARTICLE IV
                          OBLIGATIONS UPON TERMINATION

         1. DEATH. If 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 under this Agreement, other
than the obligation to pay accrued salary through the Date of Termination and to
make any payments due pursuant to employee benefit plans maintained by the
Company or its subsidiaries.

         2. DISABILITY. If Employee's status as an employee is terminated by
reason of Employee's Disability, this Agreement shall terminate without further
obligation to the Employee, other than the obligation to pay accrued salary
through the Date of Termination and to make any payments due pursuant to
employee benefit plans maintained by the Company or its subsidiaries.

         3. TERMINATION BY THE COMPANY FOR REASONS OTHER THAN DEATH, DISABILITY
OR CAUSE; TERMINATION BY THE EMPLOYEE FOR GOOD REASON. If the Company terminates
the Employee's status as an employee for reasons other than death, Disability or
Cause, or the Employee terminates his employment for Good Reason, then:

                  (a) the Company shall pay to the Employee an amount equal to
two times the amount of 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; and

                  (b) with respect to all performance-based options held by the
Employee:

                           (i) if the performance goals have been met as of the
         Date of Termination, then such options shall become exercisable as of
         the Date of Termination (if not already exercisable) and shall expire
         on the date that is the later of:

                                    (A) 30 days after the Date of Termination,
                  or

                                    (B) 30 days after the first date on which
                  the sale of the securities underlying the options will not (1)
                  be matched with purchases of the Company's common stock prior
                  to such Date of Termination such as to cause the Employee to
                  incur a liability to the Company under Section 16 of the
                  Exchange Act and (2) destroy the Section 16 exemption for the
                  grant of the options;

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                  (ii) if the performance goals have not been met as of the Date
         of Termination, then:

                                    (A) if the performance goals are not met by
                           the close of business on the day that is 180 days
                           after the Date of Termination, the options shall
                           expire on such day; and

                                    (B) if the performance goals are met by the
                           close of business on the day that is 180 days after
                           the Date of Termination, the options shall become
                           exercisable as of the date such performance goals are
                           met (the "Vesting Date") and shall expire on the date
                           that is the later of:

                                            (1) 30 days after the Vesting Date,
                            or

                                            (2) 30 days after the first date on
                            which the sale of the securities underlying the
                            options will not (i) be matched with purchases of
                            the Company's common stock prior to such Date of
                            Termination such as to cause the Employee to incur a
                            liability to the Company under Section 16 of the
                            Exchange Act and (ii) destroy the Section 16
                            exemption for the grant of the options.

         4. CAUSE. If the Employee's status as an employee is terminated by the
Company for Cause, this Agreement shall terminate without further obligation to
the Employee other than for accrued salary through the Date of Termination,
obligations imposed by law and obligations imposed pursuant to any employee
benefit plan maintained by the Company or its subsidiaries.

         5. VOLUNTARY TERMINATION BY EMPLOYEE FOR REASONS OTHER THAN GOOD
REASON. If the Employee voluntarily terminates his status as an 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.

         6. RESIGNATION FROM BOARD OF DIRECTORS. If Employee is a director of
the Company and his employment is terminated for any reason other than death,
the Employee shall, if requested by the Company, immediately resign as a
director of the Company. If such resignation is not received when so requested,
the Employee shall forfeit any right to receive any payments pursuant to this
Agreement.

                                    ARTICLE V

              NONDISCLOSURE, NONCOMPETITION AND PROPRIETARY RIGHTS

         1. CERTAIN DEFINITIONS. For purposes of this Agreement, the following
terms shall have the following meanings:


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                  (a) "Confidential Information" means any information,
knowledge or data of any nature and in any form (including information that is
electronically transmitted or stored on any form of magnetic or electronic
storage media) relating to the past, current or prospective business or
operations of the Company and its subsidiaries, that at the time or times
concerned is not generally known to persons engaged in businesses similar to
those conducted or contemplated by the Company and its subsidiaries (other than
information known by such persons through a violation of an obligation of
confidentiality to the Company), whether produced by the Company and its
subsidiaries or any of their consultants, agents or independent contractors or
by Employee, and whether or not marked confidential, including without
limitation information relating to the Company's or its subsidiaries' products
and services, business plans, business acquisitions, joint ventures, processes,
product or service research and development ideas, methods or techniques,
training methods and materials, and other operational methods or techniques,
quality assurance procedures or standards, operating procedures, files, plans,
specifications, proposals, drawings, charts, graphs, support data, trade
secrets, supplier lists, supplier information, purchasing methods or practices,
distribution and selling activities, consultants' reports, marketing and
engineering or other technical studies, maintenance records, employment or
personnel data, marketing data, strategies or techniques, financial reports,
budgets, projections, cost analyses, price lists, formulae and analyses,
employee lists, customer records, customer lists, customer source lists,
proprietary computer software, and internal notes and memoranda relating to any
of the foregoing.

                  (b) "Death Care Business" means (i) the owning and operating
of funeral homes and cemeteries, including combined funeral home and cemetery
facilities, (ii) the offering of services and products to meet families' funeral
needs, including prearrangement, family consultation, the sale of caskets and
related funeral and cemetery products and merchandise (whether at physical
locations or by means of the Internet), the removal, preparation and
transportation of remains, cremation, the use of funeral home facilities for
visitation and worship, and related transportation services, (iii) the marketing
and sale of funeral services and cemetery property or merchandise on an at-need
or prearranged basis, (iv) providing, managing and administering financing
arrangements (including trust funds, escrow accounts, insurance and installment
sales contracts) for prearranged funeral plans and cemetery property and
merchandise, (v) providing interment services, the sale (on an at-need or
prearranged basis) of cemetery property including lots, lawn crypts, family and
community mausoleums and related cemetery merchandise such as monuments,
memorials and burial vaults, (vi) the maintenance of cemetery grounds pursuant
to perpetual care contracts and laws or on a voluntary basis, and (vii) offering
mausoleum design, construction and sales services.

         2. NONDISCLOSURE OF CONFIDENTIAL INFORMATION. During the Employment
Term, Employee shall hold in a fiduciary capacity for the benefit of the Company
all Confidential Information which shall have been obtained by Employee during
Employee's employment (whether prior to or after the Agreement Date) and shall
use such Confidential Information solely within the scope of his employment with
and for the exclusive benefit of the Company. For a period of five years after
the Employment Term, commencing with the Date of Termination, Employee agrees
(a) not to communicate, divulge or make available to any person or entity (other
than the Company) any such Confidential Information, except upon the prior
written authorization of the Company or as may be required by law or legal
process, and (b) to deliver promptly to the Company any

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<PAGE>
Confidential Information in his possession, including any duplicates thereof and
any notes or other records Employee has prepared with respect thereto. In the
event that the provisions of any applicable law or the order of any court would
require Employee to disclose or otherwise make available any Confidential
Information, Employee shall give the Company prompt prior written notice of such
required disclosure and an opportunity to contest the requirement of such
disclosure or apply for a protective order with respect to such Confidential
Information by appropriate proceedings.

         3. LIMITED COVENANT NOT TO COMPETE. During the Employment Term and for
a period of two years thereafter, commencing with the Date of Termination,
Employee agrees that, with respect to each State of the United States or other
jurisdiction, or specified portions thereof, 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 identified in Appendix B attached hereto and forming a part of
this Agreement, and in which the Company or any of its subsidiaries engages in
the Death Care Business on the Date of Termination (collectively, the "Subject
Areas"), Employee will restrict his activities within the Subject Areas as
follows:

                  (a) Employee will not, directly or indirectly, for himself or
others, own, manage, operate, control, be employed in an executive, managerial
or supervisory capacity by, consult with, or otherwise engage or participate in
or allow his skill, knowledge, experience or reputation to be used in connection
with, the ownership, management, operation or control of, any company or other
business enterprise engaged in the Death Care Business within any of the Subject
Areas; provided, however, that nothing contained herein shall prohibit Employee
from making passive investments as long as Employee does not beneficially own
more than 2% of the equity interests of a business enterprise engaged in the
Death Care Business within any of the Subject Areas. For purposes of this
paragraph, "beneficially own" shall have the same meaning ascribed to that term
in Rule 13d-3 under the Exchange Act.

                  (b) Employee will not call upon any customer of the Company or
its subsidiaries 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;

                  (c) Employee will not solicit, induce, influence or attempt to
influence any supplier, lessor, lessee, licensor, partner, joint venturer,
potential acquiree or any other person who has a business relationship with the
Company or its subsidiaries, or who on the Date of Termination is engaged in
discussions or negotiations to enter into a business relationship with the
Company or its subsidiaries, to discontinue or reduce or limit the extent of
such relationship with the Company or its subsidiaries; and

                  (d) Employee will not make contact with any of the employees
of the Company or its subsidiaries with whom he had contact during the course of
his employment with the Company for the purpose of soliciting such employee for
hire, whether as an employee or independent

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<PAGE>
contractor, or otherwise disrupting such employee's relationship with the
Company or its subsidiaries.

                  (e) Employee further agrees that, for a period of one year
from and after the Date of Termination, Employee will not hire, on behalf of
himself or any person or entity engaged in the Death Care Business with which
Employee is associated, any employee of the Company or its subsidiaries as an
employee or independent contractor, whether or not such engagement is solicited
by Employee; provided, however, that the restriction contained in this
subsection (e) shall not apply to Company employees who reside in, or are hired
by Employee to perform work in, any of the Subject Areas located within the
States of Virginia, Arkansas or Georgia.

         Employee agrees that he will from time to time upon the Company's
request promptly execute any supplement, amendment, restatement or other
modification of Appendix B as may be necessary or appropriate to correctly
reflect the jurisdictions which, at the time of such modification, should be
covered by Appendix B and this Article V Section 3. Furthermore, Employee agrees
that all references to Appendix B in this Agreement shall be deemed to refer to
Appendix B as so supplemented, amended, restated or otherwise modified from time
to time.

         4. INJUNCTIVE RELIEF; OTHER REMEDIES. Employee acknowledges that a
breach by Employee of Section 2 or 3 of this Article V would cause immediate and
irreparable harm to the Company for which an adequate monetary remedy does not
exist; hence, Employee agrees that, in the event of a breach or threatened
breach by Employee of the provisions of Section 2 or 3 of this Article V during
or after the Employment Term, the Company shall be entitled to injunctive relief
restraining Employee from such violation without the necessity of proof of
actual damage or the posting of any bond, except as required by non-waivable,
applicable law. Nothing herein, however, shall be construed as prohibiting the
Company from pursuing any other remedy at law or in equity to which the Company
may be entitled under applicable law in the event of a breach or threatened
breach of this Agreement by Employee, including without limitation the recovery
of damages and/or costs and expenses, such as reasonable attorneys' fees,
incurred by the Company as a result of any such breach or threatened breach. In
addition to the exercise of the foregoing remedies, the Company shall have the
right upon the occurrence of any such breach or threatened breach to cancel any
unpaid salary, bonus, commissions or reimbursements otherwise outstanding at the
Date of Termination. In particular, Employee acknowledges that the payments
provided under Article IV Sections 3 and 5 are conditioned upon Employee
fulfilling any noncompetition and nondisclosure agreements contained in this
Article V. In the event Employee shall at any time materially breach or threaten
to breach any noncompetition or nondisclosure agreements contained in this
Article V, the Company may suspend or eliminate payments under Article IV during
the period of such breach or threatened breach. Employee acknowledges that any
such suspension or elimination of payments would be an exercise of the Company's
right to suspend or terminate its performance hereunder upon Employee's breach
of this Agreement; such suspension or elimination of payments would not
constitute, and should not be characterized as, the imposition of liquidated
damages.

         5. REQUESTS FOR WAIVER IN CASES OF UNDUE HARDSHIP. In the event that
Employee should find any of the limitations of Article V Section 3 (including
without limitation the geographic

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restrictions of Appendix B) to impose a severe hardship on Employee's ability to
secure other employment, Employee may make a request to the Company for a waiver
of the designated limitations before accepting employment that otherwise would
be a breach of Employee's promises and obligations under this Agreement. Such
request must be in writing and clearly set forth the name and address of the
organization with which employment is sought and the location, position and
duties that Employee will be performing. The Company will consider the request
and, in its sole discretion, decide whether and on what conditions to grant such
waiver.

         6. GOVERNING LAW OF THIS ARTICLE V; CONSENT TO JURISDICTION. Any
dispute regarding the reasonableness of the covenants and agreements set forth
in this Article V (including Appendix B hereto), or the territorial scope or
duration thereof, or the remedies available to the Company upon any breach of
such covenants and agreements, shall be governed by and interpreted in
accordance with the laws of the State of the United States or other jurisdiction
in which the alleged prohibited competing activity or disclosure occurs, and,
with respect to each such dispute, the Company and Employee each hereby
irrevocably consent to the exclusive jurisdiction of the state and federal
courts sitting in the relevant State (or, in the case of any jurisdiction
outside the United States, the relevant courts of such jurisdiction) for
resolution of such dispute, and agree to be irrevocably bound by any judgment
rendered thereby in connection with such dispute, and further agree that service
of process may be made upon him or it in any legal proceeding relating to this
Article V and/or Appendix B by any means allowed under the laws of such
jurisdiction. Each party irrevocably waives any objection he or it may have as
to the venue of any such suit, action or proceeding brought in such a court or
that such a court is an inconvenient forum.

         7. EMPLOYEE'S UNDERSTANDING OF THIS ARTICLE. Employee hereby represents
to the Company that he has read and understands, and agrees to be bound by, the
terms of this Article V (including Appendix B hereto). Employee acknowledges
that the geographic scope and duration of the covenants contained in Article V
Section 3 are the result of arm's-length bargaining and are fair and reasonable
in light of (i) the importance of the functions performed by Employee and the
length of time it would take the Company to find and train a suitable
replacement, (ii) the nature and wide geographic scope of the operations of the
Company and its subsidiaries, (iii) Employee's level of control over and contact
with the business and operations of the Company and its subsidiaries in a
significant number of jurisdictions where same are conducted and (iv) the fact
that all facets of the Death Care Business are conducted by the Company and its
subsidiaries throughout the geographic area where competition is restricted by
this Agreement. It is the desire and intent of the parties that the provisions
of this Agreement be enforced to the fullest extent permitted under applicable
law, whether now or hereafter in effect and, therefore, to the extent permitted
by applicable law, the parties hereto waive any provision of applicable law that
would render any provision of this Article V (including Appendix B hereto)
invalid or unenforceable.

                                   ARTICLE VI
                                   ARBITRATION

         1. BINDING AGREEMENT TO ARBITRATE. Any claim or controversy arising out
of any provision of this Agreement (other than Article V hereof), or the breach
or alleged breach of any

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such provision, shall be settled by arbitration administered by the American
Arbitration Association (the "AAA") under its National Rules for the Resolution
of Employment Disputes (the "Rules"), and judgment on the award rendered by the
arbitrator(s) may be entered in any court having jurisdiction thereof.

         2. SELECTION AND QUALIFICATIONS OF ARBITRATORS. If no party to the
arbitration makes a claim in excess of $1.0 million, exclusive of interest and
attorneys' fees, the proceedings shall be conducted before a single neutral
arbitrator selected in accordance with the Rules. If any party makes a claim
that exceeds $1.0 million, the proceedings shall be conducted before a panel of
three neutral arbitrators, one of whom shall be selected by each party within 15
days after commencement of the proceeding and the third of whom shall be
selected by the first two arbitrators within 10 days after their appointment. If
the two arbitrators selected by the parties are unable or fail to agree on the
third arbitrator, the third arbitrator shall be selected by the AAA. Each
arbitrator shall be a member of the bar of the State of Louisiana and actively
engaged in the practice of employment law for at least 15 years.

         3. LOCATION OF PROCEEDINGS. The place of arbitration shall be New
Orleans, Louisiana.

         4. REMEDIES. Any award in an arbitration initiated under this Article
VI shall be limited to actual monetary damages, including if determined
appropriate by the arbitrator(s) an award of costs and fees to the prevailing
party. "Costs and fees" mean all reasonable pre-award expenses of the
arbitration, including arbitrator's fees, administrative fees, travel expenses,
out-of-pocket expenses such as copying, telephone, witness fees and attorneys'
fees. The arbitrator(s) will have no authority to award consequential, punitive
or other damages not measured by the prevailing party's actual damages, except
as may be required by statute.

         5. OPINION. The award of the arbitrators shall be in writing, shall be
signed by a majority of the arbitrators, and shall include findings of fact and
a statement of the reasons for the disposition of any claim.

                                   ARTICLE VII
                                  MISCELLANEOUS

         1.       BINDING EFFECT.

                  (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

                                      -12-
<PAGE>
businesses of the Company (i) to assume unconditionally and expressly this
Agreement and (ii) to agree to perform 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. In the event of
any such assignment or succession, the term "Company" as used in this Agreement
shall refer also to such successor or assign.

         2. NOTICES. All notices hereunder must be in writing and shall be
deemed to have been 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:

         G. Kenneth Stephens, Jr.
         10118 Nedra Drive
         Great Falls, VA 22066

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

         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 above with respect to the resolution of disputes arising
under, or the Company's enforcement of, Article V of this Agreement.

         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.

         5. SEVERABILITY. If any term or provision of this Agreement (including
without limitation those contained in Appendix B), 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
temporally, spatially or otherwise 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

                                      -13-
<PAGE>
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.

         6. 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.

         7. REMEDIES NOT EXCLUSIVE. Except as provided in Article VI hereof, 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.

         8. 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.

         9. JURY TRIAL WAIVER. THE PARTIES HEREBY WAIVE TRIAL BY JURY IN ANY
JUDICIAL PROCEEDING TO WHICH THEY ARE PARTIES INVOLVING, DIRECTLY OR INDIRECTLY,
ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS
AGREEMENT.

         10. SURVIVAL. The rights and obligations of the Company and Employee
contained in Article V of this Agreement shall survive the termination of the
Agreement. Following the Date of Termination, each party shall have the right to
enforce all rights, and shall be bound by all obligations, of such party that
are continuing rights and obligations under this Agreement.

         11. PRIOR EMPLOYMENT AGREEMENT. Effective as of the Agreement Date,
this Agreement supersedes any prior employment agreement between the Employee
and the Company.

         12. 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.



                                      -14-
<PAGE>
         IN WITNESS WHEREOF, the Company and the Employee have caused this
Agreement to be executed as of the Agreement Date.

                                             STEWART ENTERPRISES, INC.



                                             By:________________________________
                                                       James W. McFarland
                                                 Compensation Committee Chairman

                                             EMPLOYEE:


                                             ___________________________________
                                                   G. Kenneth Stephens, Jr.


                                      -15-
<PAGE>
                       APPENDIX A TO EMPLOYMENT AGREEMENT
                        BETWEEN STEWART ENTERPRISES, INC.
                                       AND
                            G. KENNETH STEPHENS, JR.

                  BASE SALARY, BONUS COMPENSATION AND BENEFITS

1.       Effective November 1, 2001, Employee's title(s) shall be Senior Vice
         President and President - Eastern Division, Employee's Base Salary
         shall be $250,000, and Employee's principal work location shall be the
         Washington, D.C. metropolitan area.

2.       For Fiscal Year 2002 ("FY 2002"), the Employee shall be eligible to
         receive a Bonus of up to $250,000.

         (a) Maximum Bonus for FY 2002 will be determined based on the following
EPS levels:

                  FY 2002 Diluted EPS Goal                  Maximum Bonus

                          <  $.--                                 $0
                             $.--                                 $-------
                             $.--                                 $-------
                             $.--                                 $-------
                             $.--                                 $[maximum]

                  (1)      [25]% of the Maximum Bonus will be awarded based on
                           the achievement of the EPS level;

                  (2)      [50]% of the Maximum Bonus will be awarded based on
                           the following Quantitative Factors:

                                [FACTORS TO COME]

                  (3)      [25]% of the Maximum Bonus will be discretionary,
                           based on Qualitative Factors determined by the
                           [EXECUTIVE OFFICER TO WHOM EMPLOYEE REPORTS].

      (b)    Cumulative effects of changes in accounting methods, stock option
             charges and other items approved for exclusion by the Compensation
             Committee shall be excluded from diluted earnings per share for
             purposes of this calculation. Diluted earnings per share shall be
             calculated by the Company's Chief Financial Officer and shall be
             binding on all Employees absent manifest error.

      (c)    If earnings per share fall between the levels identified above, the
             Maximum Bonus will be prorated so that the Maximum Bonus is equal
             to (a) the Maximum Bonus awarded at the lower level, plus (b) the
             product of (1) the excess of the Maximum Bonus awarded at the
             higher level over the Maximum Bonus awarded at the lower level, and
             (2) the quotient of (i) the excess of the diluted earnings per
             share over the lower earnings per

                                       A-1
<PAGE>
             share level, and (ii) the excess of the higher earnings per share
             level over the lower earnings per share level.

3.       The Company shall provide the Employee with the following fringe
         benefits and perquisites:

         (a)      an automobile allowance of $720 per month. In addition, the
                  Company will reimburse the Employee for all gasoline,
                  maintenance, repairs and insurance for Employee's personal
                  car, as if it were a Company-owned vehicle;

         (b)      reimbursement for membership dues, including assessments and
                  similar charges, in one or more clubs deemed useful for
                  business purposes in an amount not to exceed $8,000 or such
                  additional amounts as may be approved by the President; and

         (c)      first class air travel while on Company business.

                                             Agreed to and accepted:

                                             STEWART ENTERPRISES, INC.


  Date: November 1, 2001                     By:________________________________
                                                       James W. McFarland
                                                 Compensation Committee Chairman

                                             EMPLOYEE:


  Date: November 1, 2001                     ___________________________________
                                                   G. Kenneth Stephens, Jr.

                                       A-2
<PAGE>
                       APPENDIX B TO EMPLOYMENT AGREEMENT
                        BETWEEN STEWART ENTERPRISES, INC.
                                       AND
                            G. KENNETH STEPHENS, JR.

                        Jurisdiction In Which Competition
                            Is Restricted As Provided
                             In Article V Section 3

A.       States and Territories of the United States:


1.       Maryland-- The following counties in the State of Maryland:

         Baltimore, Baltimore City, Howard, Baltimore County, Prince George's,
         Anne Arundel, Montgomery, Carroll, Frederick, Harford, Calvert,
         Charles, Kent, Queen Anne's, Talbot, Washington, Wicomico, Worcester,
         Somerset, Dorchester, Cecil

         as 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.

2.       West Virginia-- The following counties in the State of West Virginia:

         Raleigh, Kanawha, Fayette, Berkeley, Boone, Summers, Wyoming, Clay,
         Lincoln, Jackson, Putnam, Roane, Greenbriar, Nicholas, Logan, Wayne,
         McDowell, Morgan, Jefferson, Mercer, Mingo, Ohio, Wood, Pleasants,
         Wirt, Ritchie, Cabell

         as 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.

  AGREED TO AND ACCEPTED:

  STEWART ENTERPRISES, INC.                       EMPLOYEE

  BY:    _______________________________          ______________________________
         JAMES W. MCFARLAND                       DATE: NOVEMBER 1, 2001
         COMPENSATION COMMITTEE CHAIRMAN


                                       B-1
<PAGE>
4.       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,
         McDowell, Bland, Smythe, Russell, Cumberland, Fluvanna, Louisa, Wythe,
         Giles, Carroll, Orange, Buckingham, Nelson, King William, New Kent,
         Spotsylvania, Caroline, Buchanan, Dickenson, Loudoun, Arlington, Scott,
         Washington, Clarke, Frederick

         as 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.

5.       North Carolina-- The following counties in the State of North Carolina:

         Catawba, Wilson, Guilford, Haywood, Johnston, Wake, Wilkes, Craven,
         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, Chowan,
         Gates, Perquimans, Washington, Bertie, Hertford, Lee, Moore,
         Cumberland, Davie

         as 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.

6.       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

         as well as any other counties in the State of South Carolina in which
         the Employee regularly

                                                  EMPLOYEE

                                                  ------------------------
                                                  DATE:____________________


                                       B-2
<PAGE>
         (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.       Tennessee-- The following counties in the State of Tennessee:

         Davidson, Sumner, Robertson, Knox, Sullivan, Sevier, Wilson,
         Rutherford, Williamson, Cheatham, Trousadale, Macon, Montgomery,
         Jefferson, Grainger, Union, Anderson, Loudon, Blount, Roane, Greene,
         Washington, Carter, Johnson, Hawkins, Cocke, Giles, Lincoln, Cannon,
         Dekalb

         as 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.

8.       Georgia-- The following counties in the State of Georgia:

         Cobb, Cherokee, Henry, Dekalb, Fulton, Douglas, Paulding, Bartow,
         Pickins, Forsyth, Dawson, Gordon, Clayton, Rockdale, Newton, Butts,
         Spalding, Gwinnett, Fayette, Coweta, Carroll, Richmond, Jasper, Monroe,
         Lamar

         as 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.

9.       Pennsylvania-- The following counties in the State of Pennsylvania:

         Montgomery, Philadelphia, Bucks, Delaware, Chester, Berks, Lehigh,
         York, Northampton

         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.

                                                       EMPLOYEE

                                                       ------------------------
                                                       DATE:____________________

                                       B-3
<PAGE>
10.      Kentucky-- The following counties in the State of Kentucky:

         Pike, Martin, Floyd, Knoll, Letcher, Allen, Simpson as 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.

11.      Ohio-- The following counties in the State of Ohio:

         Belmont, Licking, Jefferson, Monroe, Harrison, Noble, Guernsey,
         Muskingum, Knox, Fairfield, Perry, Delaware, Franklin, Coshocton,
         Meigs, Athens, Washington

         as 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.

12.      The District of Columbia.

13.      New Jersey-- The following counties in the State of New Jersey:

         Salem, Burlington, Mercer, Hunterdon, Morris, Passaic, Essex, Sussex,
         Warren, Union, Somerset

         as 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.

14.      New York-- The following counties in the State of New York:

         Herkimer, Fulton, Montgomery, Otsego, Oneida, Hamilton, Chatauqua,
         Cattaraugus, Erie, Monroe, Wayne, Ontario, Orleans, Genesee,
         Livingston, Lewis, Oswego, Madison

                                                       EMPLOYEE

                                                       ------------------------
                                                       DATE:____________________

                                       B-4
<PAGE>
         as well as any other counties in the State of New York 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.

B.       Other Jurisdictions:

1.       Canada-- The following regions in the Country of Canada:

         Champlain, Roussillon, Vaudeuil-Soulanges, Deux-Montagnes, Laval, Les
         Moulins, L'Assomption, La Jemmerais, Therese de Blainville, C.U.
         Montreal, Le Bas-Richelieu, Les Maskoutains, Rouville, Le
         Haut-Richelieu, Certier, La Cote-de-Baeupre, L'ile-D'Orleans,
         Des-Jardins, Las chutes-de-la-Chaudiere, Portneuf, Le
         Haute-Cote-de-Nord, La Fjord-du Saguenay, Charlevoix, Kamouraska,
         Riviere du Loup, Las St-Jean Est, Charlevoix-est, L'islest, Montmagny,
         Montcalm, Mirabel, D'autray, La Vallee du Richelieu, Mekinac,
         Lotbiniere, Becancour, Nicolet-Yamaska, Maskinange, Le Centre-de-la
         Maurice, Argenteuil, Beauharnois-Salaberry, Le Haut St-Laurent,
         Prescott, Russell, Stormont, Dundas, Glengarry, C. U. Quebec,
         Riviere-du-Nord as well as any other regions in the Country of Canada
         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.

C.       Acknowledgment

         The Company and Employee acknowledge that Employee's voluntary
         compliance with Article V, Sections 2 and 3 constitutes a significant
         part of the consideration for the Company's agreement to make the
         payments specified in Article IV. 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 V Section
         2 or 3, the Company may suspend or eliminate payments under Article IV,
         including Sections 3 and 5 of Article IV, 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 V Section 2 or 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

                                                       EMPLOYEE

                                                       ------------------------
                                                       DATE:____________________

                                       B-5
<PAGE>
         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
         V Section 2 or 3, if Employee does engage in conduct prohibited by the
         provisions of Article V Section 2 or 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 IV, including Sections 3 and 5 of
         Article IV, during the period of such conduct.

                                                       EMPLOYEE

                                                       ------------------------
                                                       DATE:____________________

                                       B-6