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                                                                   EXHIBIT 10.54

                                 AMENDMENT NO. 4
                                     TO THE
                               STEWART ENTERPRISES
                           EMPLOYEES' RETIREMENT TRUST
                             (A PROFIT SHARING PLAN)
                               AND TRUST AGREEMENT

         The Stewart Enterprises Employees' Retirement Trust (A Profit Sharing
Plan) and Trust Agreement is hereby further amended to reflect certain
provisions of the Community Renewal Tax Relief Act of 2000 and the Economic
Growth and Tax Relief Reconciliation Act of 2001 ("EGTRRA"). This Amendment is
intended as good faith compliance with the requirements of EGTRRA and is to be
construed in accordance with EGTRRA and guidance issued thereunder. Except as
otherwise provided, this Amendment shall be effective as of January 1, 2002. The
provisions of this Amendment No. 4 shall supersede the provisions of the Plan to
the extent those provisions are inconsistent with the provisions of this
Amendment.

         1.       The definition of "Compensation" in Article I is hereby
                  amended to add the following to the end thereof:

                  For Plan Years beginning January 1, 2000, Compensation shall
                  include any amount that is contributed or deferred by the
                  Employer at the election of the Participant and that is not
                  includable in the gross income of the Participant by reason of
                  Code Section 132(f)(4).

                  The annual Compensation of each Participant taken into account
                  in determining allocations for any Plan Year beginning January
                  1, 2002, shall not exceed $200,000, as adjusted for
                  cost-of-living increases in accordance with Code Section
                  401(a)(17)(B). Annual Compensation means Compensation during
                  the Plan Year or such other consecutive 12-month period over
                  which Compensation is otherwise determined under the Plan (the
                  determination period). The cost-of-living adjustment in effect
                  for a calendar year applies to annual Compensation for the
                  determination period that begins with or within such calendar
                  year.

         2.       The definition of "Eligible Retirement Plan" in Article I is
                  hereby amended to add the following to the end thereof:

                  With respect to distributions made after December 31, 2001, an
                  Eligible Retirement Plan also shall mean an annuity contract
                  described in Code Section 403(b) and an eligible plan under
                  Code Section 457(b) which is maintained by a state, political
                  subdivision of a state, or any agency or instrumentality of a
                  state, or political subdivision of a state and which agrees to
                  separately account

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                  for amounts transferred into such plan from this Plan. The
                  definition of Eligible Retirement Plan also shall apply in the
                  case of a distribution to a surviving spouse or to a spouse or
                  former spouse who is the "alternate payee" under a qualified
                  domestic relations order, as defined in Code Section 414(p).

         3.       The definition of "Eligible Rollover Distribution" in Article
                  I is hereby amended to add the following to the end thereof:

                  With respect to distributions made after December 31, 2001,
                  any amount that is distributed on account of Hardship shall
                  not be an Eligible Rollover Distribution, and the distributee
                  may not elect to have any portion of such a distribution paid
                  directly to an Eligible Retirement Plan. In addition, a
                  portion of a distribution shall not fail to be an Eligible
                  Rollover Distribution merely because the portion consists of
                  after-tax Employee contributions that are not includible in
                  gross income. However, such portion may be transferred only to
                  an individual retirement account or annuity described in Code
                  Section 408(a) or (b) or to a qualified defined contribution
                  plan described in Code Section 401(a) or 403(a) that agrees to
                  separately account for amounts so transferred, including
                  separately accounting for the portion of such distribution
                  which is includible in gross income and the portion of such
                  distribution which is not so includible.

         4.       The definition of "Key Employee" in Article I is hereby
                  amended to add the following to the end thereof:

                  Effective January 1, 2002, Key Employee means any Employee or
                  former Employee (including any deceased Employee) who at any
                  time during the Plan Year that includes the determination date
                  was an officer of the Employer having annual Compensation
                  greater than $130,000 (as adjusted under Code Section
                  416(i)(1) for Plan Years beginning after December 31, 2002), a
                  5-percent owner of the Employer or a 1-percent owner of the
                  Employer having annual Compensation of more than $150,000. For
                  this purpose, annual Compensation means compensation within
                  the meaning of Code Section 415(c)(3). The determination of
                  who is a Key Employee will be made in accordance with Code
                  Section 416(i)(1) and the applicable regulations and other
                  guidance of general applicability issued thereunder.

         5.       The definition of "Maximum Permissible Amount" in Article I is
                  hereby amended to add the following to the end thereof:

                  For Limitation Years beginning January 1, 2002, except to the
                  extent permitted under Paragraph 8 of this Amendment and Code
                  Section 414(v), the Annual Addition that may be contributed or
                  allocated to a Participant's

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                  account under the Plan for any Limitation Year shall not
                  exceed the lesser of: (a) $40,000, as adjusted for increases
                  in the cost of living under Code Section 415(d) or (b) 100
                  percent of the Participant's Compensation, within the meaning
                  of Code Section 415(c)(3), for the Limitation Year. The
                  Compensation limit referred to in (b) shall not apply to any
                  contribution for medical benefits after separation from
                  service (within the meaning of Code Sections 401(h) or
                  419A(f)(2)) that is otherwise treated as an Annual Addition.

         6.       The definition of "Present Value" in Article I is hereby
                  amended to add the following to the end thereof:

                  Effective January 1, 2002, for purposes of determining the
                  Present Values of accrued benefits and the amounts of account
                  balances of Employees as of the determination date, the
                  Present Values of accrued benefits and the amounts of account
                  balances of an Employee as of the determination date shall be
                  increased by the distributions made with respect to the
                  Employee under the Plan and any plan aggregated with the Plan
                  under Code Section 416(g)(2) during the one-year period ending
                  on the determination date. The preceding sentence also shall
                  apply to distributions under a terminated plan which, had it
                  not been terminated, would have been aggregated with the Plan
                  under Code Section 416(g)(2)(A)(i). In the case of a
                  distribution made for a reason other than separation from
                  service, death, or disability, this provision shall be applied
                  by substituting "five-year period" for "one-year period." The
                  accrued benefits and accounts of any individual who has not
                  performed services for the Employer during the one-year period
                  ending on the determination date shall not be taken into
                  account.

         7.       The definition of "Rollover Contribution" in Article I is
                  hereby amended to add the following to the end thereof:

                  Effective for Plan Years on or after January 1, 2002,
                  "Rollover Contribution" also means a contribution from another
                  plan qualified under Code Section 403(a), from an individual
                  retirement account or annuity under Code Section 408(a) or
                  (b), from an annuity contract described under Code Section
                  403(b), or from an eligible plan under Code Section 457(b)
                  which is maintained by a state, political subdivision of a
                  state, or any agency or instrumentality of a state, or
                  political subdivision of a state. In addition, "Rollover
                  Contribution" also shall include a distribution from any of
                  the foregoing that an Employee receives on behalf of his
                  surviving spouse.

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         8.       Section 4.5 is hereby amended to add the following to the end
                  thereof:

                  No Participant shall be permitted to have Elective Deferrals
                  made under this Plan, or any other qualified plan maintained
                  by the Employer during any taxable year, in excess of the
                  dollar limitation contained in Code Section 402(g) in effect
                  for such taxable year, except to the extent permitted by this
                  Amendment and Code Section 414(v).

                  Effective January 1, 2002, all Employees who are eligible to
                  make Elective Deferrals under this Plan and who have attained
                  age 50 before the close of the Plan Year shall be eligible to
                  make catch-up contributions in accordance with, and subject to
                  the limitations of, Code Section 414(v). Such catch-up
                  contributions shall not be taken into account for purposes of
                  the provisions of the plan implementing the required
                  limitations of Code Sections 402(g) and 415. The Plan shall
                  not be treated as failing to satisfy the provisions of the
                  plan implementing the requirements of Code Sections 401(k)(3),
                  401(k)(11), 401(k)(12), 410(b), or 416, as applicable, by
                  reason of the making of such catch-up contributions.

         9.       Sections 5.1(b), 5.2(c), and 6.2(e) are hereby amended to
                  replace the term "separation from Service" with the term
                  "severance from employment."

         10.      Section 6.4 is hereby amended to add the following to the end
                  thereof:

                  Effective January 1, 2002, Rollover Contributions shall not be
                  counted in determining whether a Participant's Vested Account
                  Balance derived from Employer and Employee contributions
                  exceeds $5,000.

         11.      Section 6.7 is hereby amended to substitute the following for
                  the second paragraph thereof:

                  Elective Deferrals, Qualified Non-Elective Contributions, and
                  Qualified Matching Contributions, and income allocable to each
                  are not distributable to a Participant or his or her
                  Designated Beneficiary or Beneficiaries, in accordance with
                  such Participant's or Beneficiary's or Beneficiaries'
                  election, earlier than on severance from employment, death, or
                  Disability. Such amounts may also be distributed on:

                           (a)      Termination of the Plan without the
                                    establishment of another Defined
                                    Contribution Plan.

                           (b)      The Hardship of the Participant as described
                                    in Paragraph 6.8.

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         12.      Section 9.2 is hereby amended to add the following to the end
                  thereof:

                  Effective January 1, 2002, a Participant's nonforfeitable
                  interest in his or her account attributable to Employer
                  contributions shall be determined in accordance with the
                  following table, provided that if a Participant is not already
                  fully vested, he or she shall become so on attaining Normal
                  Retirement Age, Early Retirement Age, on death before normal
                  retirement, on retirement due to Disability, or on termination
                  of the Plan:

                           Years of Service                   Vested Percentage

                                      1                              0%
                                      2                              0%
                                      3 or more                    100%

         13.      Section 14.2 is hereby amended to add the following to the
                  end thereof:

                  Notwithstanding the foregoing, effective January 1, 2002,
                  Matching Employer Contributions shall be taken into account
                  for purposes of satisfying the minimum contribution
                  requirements of Code Section 416(c)(2) and the Plan. The
                  preceding sentence shall apply with respect to Matching
                  Employer Contributions under the Plan or, if the Plan provides
                  that the minimum contribution requirement shall be met in
                  another plan, such other plan. Matching Employer Contributions
                  that are used to satisfy the minimum contribution requirements
                  shall be treated as matching contributions for purposes of the
                  actual contribution percentage test and other requirements of
                  Code Section 401(m).

         Adopted this      day of                , 2001.
                      ----        ---------------

                                                     Stewart Enterprises, Inc.


                                                     By:
                                                         -----------------------

                                                     Title:
                                                            --------------------



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                                 ACKNOWLEDGMENT


STATE OF LOUISIANA

PARISH OF JEFFERSON


         BEFORE ME, the undersigned Notary Public, duly commissioned and
qualified in and for the State and Parish aforesaid, on this __________ day of
_______________ , 2001, personally appeared:

                                Kenneth C. Budde

who declared that he is the Executive Vice President & CFO of Stewart
Enterprises, Inc. (the "Corporation"), and that he/she executed the foregoing
Amendment No. Four to the Stewart Enterprises, Inc. Employees' Retirement Trust
(A Profit Sharing Plan) and Trust Agreement, in the presence of the two
respective witnesses opposite his/her signature and on behalf of the
Corporation, freely and voluntarily and for the purposes and considerations
therein set forth, and that he/she was duly authorized to do so.

                                                  STEWART ENTERPRISES, INC.



-----------------------------                      By:

Witness                                                Kenneth C. Budde
                                                       Executive Vice President


-----------------------------

Witness



-----------------------------
        Notary Public



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