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                                                                   Exhibit 10.20

                 AMENDED AND RESTATED STEWART ENTERPRISES, INC.

             SUPPLEMENTAL RETIREMENT AND DEFERRED COMPENSATION PLAN

                          ARTICLE I. - PURPOSE OF PLAN

1.1  PURPOSE OF PLAN. The Company intends and desires by the adoption of this
     Amended and Restated Stewart Enterprises, Inc. Supplemental Retirement and
     Deferred Compensation Plan (the "Plan") to recognize the value to the
     Company of the past and present services of Eligible Employees covered by
     the Plan and to encourage and assure their continued service with the
     Company by making more adequate provisions for their future retirement
     security.

     This Plan was adopted to provide certain highly compensated executives of
     Stewart Enterprises, Inc. covered under the STEWART ENTERPRISES EMPLOYEES'
     RETIREMENT TRUST (the "Basic Plan") the opportunity to accumulate deferred
     compensation which cannot be accumulated under the Basic Plan. The Plan
     provides a select group of management or highly compensated employees
     (within the meaning of Section 201(2), 301(a)(3), and 401(a)(1) of ERISA)
     with the opportunity to elect to defer specified portions of compensation.

     This amendment and restatement of the Plan is effective as of January 1,
     2008 except as otherwise provided. The Plan (with the exception of Appendix
     A) is intended to comply with Code Section 409A and the regulations
     thereunder. Deferrals into the Plan prior to January 1, 2005 (and Earnings
     Allocations on such deferrals) shall be governed in all respects by the
     provisions of Appendix A, which is intended to be treated as a separate
     plan under which all deferrals are "grandfathered" under Treas. Reg.
     Section 1.409A-6(a)(3)(ii).

                            ARTICLE II. - DEFINITIONS

Terms not otherwise defined herein shall have the definition ascribed to them
under the Basic Plan.

2.1  409A CHANGE OF CONTROL means a Change of Control that constitutes a change
     in the ownership or effective control of the Company or a change in the
     ownership of a substantial portion of the assets of the Company as such
     terms are defined in Treas. Reg. Section 1.409A-3(i)(5).

2.2  ACCOUNT means the Participant Accounts maintained under this Plan on the
     books of the Company for the benefit of a Participant.

2.3  ADMINISTRATOR means the person(s) or entity(ies) appointed by the Board to
     administer the Plan on its behalf. Currently, the Administrator is the
     Compensation Committee of the Board. The Administrator may delegate its
     responsibilities hereunder to one or more employees of the Company, but no
     person shall participate in any action or determination regarding his or
     her own benefits hereunder.


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2.4  BASIC PLAN means the Stewart Enterprises Employees' Retirement Trust.

2.5  BENEFICIARY means the beneficiary/ies properly designated by the
     Participant under the Basic Plan to receive benefits payable on the
     Participant's death. If a Participant fails to designate a Beneficiary, or
     if all designated Beneficiaries predecease the Participant, then the
     Participant shall be deemed to have designated the surviving spouse of the
     Participant as the designated Beneficiary. If the Participant dies without
     a designated Beneficiary (or spouse as the deemed designated Beneficiary),
     then the Participant's Beneficiary shall be deemed to be the Participant's
     estate.

2.6  BOARD means the Board of Directors of Stewart Enterprises, Inc.

2.7  CHANGE OF CONTROL means:

     (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 2.7; or

     (b)  individuals who, as of the date that this restated Plan is approved by
          the Compensation Committee of the Board (September 15, 2008) (the
          "Approval 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 Approval Date whose election, or nomination for election by the
          Company's 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


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     (c)  consummation of a reorganization, merger or consolidation, or sale or
          other disposition of all or 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 50% or more of the then outstanding shares of
               common stock, and 50% or more 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 50% of the members of the board of directors of the
               corporation resulting from such Business Combination were members
               of the Incumbent Board as of the Approval Date, 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.

2.8  CODE means the Internal Revenue Code of 1986, as amended.

2.9  COMPANY means Stewart Enterprises, Inc. or any company that is a successor
     as a result of merger, consolidation, liquidation, transfer of assets, or
     other reorganization.


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2.10 DISABILITY means a condition of the Participant whereby the Participant:

     (a)  is unable to engage in any substantial gainful activity by reason of
          any medically determinable physical or mental impairment which can be
          expected to result in death or can be expected to last for a
          continuous period of not less than 12 months, or

     (b)  is, by reason of any medically determinable physical or mental
          impairment which can be expected to result in death or can be expected
          to last for a continuous period of not less than 12 months, receiving
          income replacement benefits for a period of not less than 3 months
          under an accident and health plan covering employees of the
          Participant's employer.

2.11 EFFECTIVE DATE means January 1, 1994, the date the Plan was originally
     effective. The Plan was previously amended effective January 1, 1997,
     January 1, 1999 and January 1, 2001. This amended and restated Plan is
     effective as of January 1, 2008.

2.12 ELIGIBLE EMPLOYEE means, for any Plan Year, an employee of the Company
     named by the Administrator as eligible to participate, in accordance with
     the purposes of the Plan.

2.13 ENTRY DATE means the first day of each calendar month.

2.14 ERISA means the Employee Retirement Income Security Act of 1974, as
     amended.

2.15 PARTICIPANT means any person designated as an Eligible Employee who
     participates in this Plan.

2.16 PLAN means the Stewart Enterprises, Inc. Supplemental Retirement and
     Deferred Compensation Plan.

2.17 PLAN COMPENSATION means the annual compensation, as defined in the Basic
     Plan, of a Participant in excess of the limitation on compensation
     contained in Code Section 401(a)(17), taking into account cost of living
     adjustments that may be made pursuant to that Code Section, from time to
     time.

2.18 PLAN YEAR means the twelve (12) month period beginning on January 1st and
     ending each December 31 during which the Plan is in effect.

2.19 SUPPLEMENTAL ELECTIVE DEFERRAL ACCOUNT means the account on the books of
     the Company to which a Participant's Supplemental Elective Deferrals under
     Section 3.1, plus earnings, are credited.

2.20 SUPPLEMENTAL EMPLOYER REGULAR MATCHING CONTRIBUTION ACCOUNT means the
     account on the books of the Company to which a Participant's Supplemental


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     Employer Regular Matching Contributions under Section 4.1, plus earnings,
     are credited.

2.21 SUPPLEMENTAL EMPLOYER REGULAR PROFIT SHARING CONTRIBUTION ACCOUNT means the
     account on the books of the Company to which a Participant's Supplemental
     Employer Regular Profit Sharing Contributions under Section 4.2, plus
     earnings, are credited.

2.22 TERMINATION OF EMPLOYMENT shall have the same meaning as "Separation from
     Service," as set forth in Treasury Regulation Section 1.409A-1(h).

2.23 UNFORESEEABLE EMERGENCY means "unforeseeable emergency," as defined in
     Treasury Regulation Section 1.409A-3(i)(3). In general, and subject to the
     provisions of such regulation, Unforeseeable Emergency means a severe
     financial hardship of the Participant or Beneficiary resulting from an
     illness or accident of the Participant or Beneficiary, the Participant's or
     Beneficiary's spouse, or the Participant's or Beneficiary's dependent; loss
     of the Participant's or Beneficiary's property due to casualty; or other
     similar extraordinary and unforeseeable circumstances arising as a result
     of events beyond the control of the Participant or Beneficiary.

2.24 VALUATION DATE means December 31st of each Plan Year and any other date
     that the Company, in its sole discretion, designates as a Valuation Date.

                ARTICLE III. I - SUPPLEMENTAL ELECTIVE DEFERRALS

3.1  SUPPLEMENTAL ELECTIVE DEFERRALS.

     (a)  An Eligible Employee may, for any Plan Year in which he or she is a
          Participant, elect to accept a reduction in compensation (salary
          and/or bonus) from the Company equal to a whole percentage of his or
          her Plan Compensation; provided, however, that such reduction shall
          not exceed fifteen percent (15%) of Plan Compensation. Supplemental
          Elective Deferrals will be credited to the Participant's Supplemental
          Elective Deferral Account.

     (b)  Salary deferral elections under this Plan must be made before the
          beginning of the Plan Year to which they apply. Bonus deferral
          elections must be made before the commencement of the 12-month (or, if
          applicable, such longer period) service period over which the bonus is
          earned (currently the service period for bonuses is the 12-month
          period from November 1 to October 31). The previous sentence
          notwithstanding, the Administrator may allow a Participant whose bonus
          is "performance based" (as defined in Treas. Reg. Section 1.409A-1(e))
          to make an election to defer bonus compensation no later than the
          deadline established by the Administrator, which shall be no later
          than 6 months prior to the end of the service period during which the
          bonus is earned (e.g. April 30 for bonuses corresponding to the
          Company's fiscal year


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          ending October 31). A Participant shall make such elections with
          respect to a coming twelve (12) month Plan Year or service period
          during such period established by the Administrator.

     (c)  Notwithstanding this Section 3.1, a Participant who is newly eligible
          for the Plan (as determined by Treas. Reg. Section 1.409A-2(a)(7)) and
          who does not participate in any other account balance type
          nonqualified plan (as determined by Treas. Reg. Section 1.409A-1(c))
          of the Company may elect to defer salary for the remainder of the
          Participant's initial Plan Year of participation, but only if such
          election is made not more than 30 days after the Participant becomes
          eligible for the Plan. In the case of bonuses, an election by such
          newly eligible Participant shall only apply to the portion of the
          bonus that is no greater than the total bonus for the service period
          multiplied by the ratio of the number of days remaining in the service
          period after the election, divided by 365 (unless such bonus is
          "performance based" (as defined in Section 3.1(b)), in which case the
          rules of Section 3.1(b) shall apply to the bonus deferral election).

     (d)  Deferrals shall be made through payroll deductions. Once made, a
          deferral election shall continue in force indefinitely, until changed
          by the Participant on a subsequent election form provided by the
          Company. Such subsequent deferral elections shall apply only to salary
          in future Plan Years and bonuses in future service periods. Once a
          Plan Year or service period has begun, Participant elections shall be
          irrevocable, unless the Participant experiences an Unforeseeable
          Emergency, or if required in order to enable the Participant to take a
          hardship withdrawal from the Basic Plan in accordance with Treas. Reg.
          Section 1.401(k)-1(d)(2). If a Participant discontinues a deferral
          election, he will not be permitted to elect to make deferrals again
          until open enrollment for the succeeding Plan Year (for salary) or
          service period (for bonuses).

                ARTICLE IV. - SUPPLEMENTAL COMPANY CONTRIBUTIONS

4.1  SUPPLEMENTAL EMPLOYER REGULAR MATCHING CONTRIBUTIONS. The Company will
     credit to each Participant's Supplemental Employer Regular Matching
     Contribution Account an amount equal to the Employer Regular Matching
     Contributions (as defined in the Basic Plan) that the Company would have
     made on behalf of the Participant under the Basic Plan if the Participant's
     Elective Deferrals could have been made to the Basic Plan instead of being
     credited under this Plan.

4.2  SUPPLEMENTAL EMPLOYER REGULAR PROFIT SHARING CONTRIBUTIONS. The Company
     may, by appropriate action, make discretionary profit sharing contributions
     on behalf of each Participant. The amount of the contribution for each
     Participant ("Supplemental Employer Regular Profit Sharing Contributions"),
     if any, will be computed by multiplying the Plan Compensation of each
     Participant by the percentage declared as an Employer Regular Profit


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     Sharing Contribution (as defined in the Basic Plan) under the Basic Plan,
     for the coinciding Plan Year under the Basic Plan. Supplemental Employer
     Regular Profit Sharing Contributions will be credited to the Participant's
     Supplemental Employer Regular Profit Sharing Contribution Account.

4.3  ELIGIBILITY FOR SUPPLEMENTAL COMPANY CONTRIBUTIONS. Notwithstanding the
     provisions of Sections 4.1 and 4.2, a Participant shall not be eligible to
     receive Supplemental Employer Regular Matching Contributions or
     Supplemental Employer Regular Profit Sharing Contributions if he or she is
     not employed on the last day of the Plan Year to which such contributions
     relate.

                              ARTICLE V. - VESTING

5.1  SUPPLEMENTAL ELECTIVE DEFERRALS. A Participant shall always be one hundred
     percent (100%) vested in amounts credited to his or her Supplemental
     Elective Deferral Account.

5.2  SUPPLEMENTAL COMPANY CONTRIBUTIONS. A Participant will always have the same
     vesting percentage in his or her Supplemental Employer Regular Matching
     Contribution Account and his or her Supplemental Employer Regular Profit
     Sharing Contribution Account as he or she has in his or her Employer
     Regular Matching and Employer Regular Profit Sharing Contribution Accounts
     under the Basic Plan.

                       ARTICLE VI. - PAYMENTS OF BENEFITS

6.1  PAYMENT OF BENEFITS. A Participant (or his or her Beneficiary) shall be
     entitled to receive a distribution equal to the vested portion of the
     Participant's Account under this Plan in the event of Termination of
     Employment, Disability, 409A Change of Control or death (a "Payment
     Event").

6.2  METHOD OF PAYMENT.

     (a)  Cash Payments. All payments under the Plan shall be made in cash.

     (b)  Manner of Payment. Distributions to a Participant or his or her
          Beneficiary will be paid in a lump sum. Notwithstanding this Section
          6.2(b), any Participant or Beneficiary who, as of the Effective Date
          of this restatement (January 1, 2008) was receiving distributions from
          the Plan in another manner of payment, shall continue to receive
          distributions in the same manner.

     (c)  Time of Payment. A distribution to a Participant on account of a
          Participant's Termination of Employment shall be made on the first
          regular bi-weekly payroll date that is more than 6 months after the
          Termination of Employment. A distribution to a Participant or his or
          her Beneficiary as a result of death or Disability will be made as
          soon as administratively feasible following death or Disability but in
          no case later


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          than 90 days thereafter. A distribution to a Participant as a result
          of a 409A Change of Control shall be made as provided in Section 7.2.
          The Participant shall have no right to designate the taxable year of
          payment.

6.3  HARDSHIP DISTRIBUTIONS. In the event of an Unforeseeable Emergency, the
     Participant may apply to the Administrator for a distribution of all or
     part of his or her Account. Upon the finding of an Unforeseeable Emergency,
     the Administrator shall make the appropriate distribution to the
     Participant from the Participant's account. In no event shall the aggregate
     amount of the distribution exceed the lesser of the vested value of the
     Participant's account or the amount necessary to meet the Unforeseeable
     Emergency, nor shall a distribution be made on account of an Unforeseeable
     Emergency to the extent that such emergency is or may be relieved through
     reimbursement of compensation from insurance or otherwise, by liquidation
     of the Participant's assets (to the extent such liquidation would not cause
     severe financial hardship), or by cessation of deferrals under the Plan.

6.4  ACCELERATION OF PAYMENT. A Participant shall have no right to compel any
     accelerated payment of amounts due to a Participant, except that the
     Company may accelerate the payment of some or all of the amounts due to a
     Participant if allowed by the Code, regulations and applicable IRS
     guidance.

                        ARTICLE VII. - CHANGE OF CONTROL

     Notwithstanding any provisions of this Plan to the contrary, the following
provisions shall apply following a Change of Control:

7.1  VESTING. Upon a Change of Control, a Participant shall be fully vested in
     his Accounts.

7.2  PAYMENT. In the event of a Change of Control that is also a 409A Change of
     Control, all benefits under the Plan as of the date of such Change of
     Control will be paid to Participants in the Plan. The Participant shall
     have no right to designate the taxable year of payment. Such payments shall
     be made within 10 days of such Change of Control. Notwithstanding this
     Section 7.2, a Participant or Beneficiary who, as of the effective date of
     this restatement (January 1, 2008) was receiving distributions from the
     Plan in a manner other than a lump sum, shall continue to receive
     distributions in the same manner regardless of the occurrence of a Change
     of Control.

7.3  FUNDING AND PAYMENT FOR A CHANGE OF CONTROL THAT IS NOT A 409A CHANGE OF
     CONTROL AND TO A PARTICIPANT OR BENEFICIARY RECEIVING DISTRIBUTIONS.

     (a)  Within 10 days following a Change of Control that is not a 409A Change
          of Control, the Company and any successor through merger or otherwise
          shall contribute in cash to a rabbi trust established for the
          Participants' benefit an amount equal to the value of the benefits to
          which all currently employed Participants are entitled hereunder. Such
          trust shall also be


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          funded on a quarterly basis thereafter to reflect any increases in the
          value of the Plan benefits. Payout shall be made as provided in
          Section 6.2.

     (b)  Within 10 days following a Change of Control whether or not also a
          409A Change of Control, the Company and any successor through merger
          or otherwise, shall contribute in cash to a rabbi trust established
          for the benefit of a Participant or Beneficiary who as of the
          effective date of this restatement (January 1, 2008) was receiving
          distributions from the Plan equal to the value of the benefits to
          which such Participants and Beneficiaries are entitled hereunder. Such
          trust shall also be funded on a quarterly basis thereafter to reflect
          any increases in the value of the Plan benefits due to such
          Participants and Beneficiaries.

                            ARTICLE VIII. - ACCOUNTS

8.1  ACCOUNTS. The Company will maintain on its books a Supplemental Elective
     Deferral Account, a Supplemental Employer Regular Matching Contribution
     Account, and a Supplemental Employer Regular Profit Sharing Contribution
     Account for each Participant, to which shall be credited, as appropriate,
     Supplemental Elective Deferrals under Section 3.1, Supplemental Employer
     Regular Matching Contributions under Section 4.1, Supplemental Employer
     Regular Profit Sharing Contributions under Section 4.2, and earnings as
     provided in Section 8.2.

8.2  EARNINGS ALLOCATION. At the end of the Plan Year, each Participant's
     Account will be adjusted to reflect earnings on the average daily balance
     of the Account during the Plan Year. The Account will be adjusted to
     reflect earnings equal to the Company's weighted average cost of capital,
     as determined by the Company's Treasury Department and certified by the
     Chief Financial Officer. Earnings for the Plan Year will be credited only
     on Accounts that are on the books of the Company at the end of the Plan
     Year. However, Accounts or portions of Accounts that are distributed during
     a Plan Year will be credited with earnings from the beginning of the Plan
     Year through the day immediately preceding the distribution.

                          ARTICLE IX. - ADMINISTRATION

9.1  ADMINISTRATOR. The Administrator shall administer, and shall have
     discretionary authority to construe and interpret, this Plan and shall
     determine, subject to the provisions of this Plan in a manner consistent
     with the administration of the Basic Plan, the Eligible Employees who shall
     participate in the Plan from time to time and the amount, if any, due a
     Participant (or his or her beneficiary) under this Plan. No one acting on
     behalf of the Administrator shall be liable for any act done or
     determination made in good faith. In carrying out its duties herein, the
     Administrator shall have discretionary authority to exercise all powers and
     to make all determinations (including determinations concerning eligibility
     for


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     benefits), consistent with the terms of the Plan, in all matters entrusted
     to it, and its determinations shall be given deference and shall be final
     and binding on all interested parties.

9.2  CLAIMS PROCEDURE.

     (a)  Notice of Claim. Any Participant or Beneficiary, or the duly
          authorized representative of a Participant or Beneficiary, may file
          with the Administrator a claim for a Plan benefit. Such a claim must
          be in writing and must be delivered to the Administrator, in person or
          by mail, postage prepaid. Within ninety (90) days after the receipt of
          such a claim, the Administrator shall send to the claimant, by mail,
          postage prepaid, a notice of the granting or the denying, in whole or
          in part, of such claim, unless special circumstances require an
          extension of time for processing the claim. In no event may the
          extension exceed ninety (90) days from the end of the initial period.
          If such an extension is necessary, the claimant will be given a
          written notice to this effect before the expiration of the initial
          ninety (90) day period. The Administrator shall have full discretion
          to deny or grant a claim in whole or in part in accordance with the
          terms of the Plan. If notice of the denial of a claim is not furnished
          in accordance with this Section, the claim shall be deemed denied and
          the claimant shall be permitted to exercise his or her right to review
          pursuant to Sections 9.2(c) and 9.2(d) of the Plan, as applicable.

     (b)  Action on Claim. The Administrator shall provide to every claimant who
          is denied a claim for benefits a written notice setting forth, in a
          manner calculated to be understood by the claimant;

          (i)  The specific reason or reasons for the denial;

          (ii) A specific reference to the pertinent Plan provisions on which
               the denial is based;

          (iii) A description of any additional material or information
               necessary of the claimant to perfect the claim and an explanation
               of why such material or information is necessary; and

          (iv) An explanation of the Plan's claim review procedures.

     (c)  Review of Denial. Within sixty (60) days after the receipt by a
          claimant of written notification of the denial (in whole or in part)
          of a claim, the claimant or the claimant's duly authorized
          representative, on written application to the Administrator, delivered
          in person or by certified mail, postage prepaid, may review pertinent
          documents and may submit to the Administrator, in writing, issues and
          comments concerning the claim. As a condition of coverage and of
          receiving benefits under the Plan, each Participant and Beneficiary
          agrees that requests for review received by the Administrator more
          than 60 calendar days after the date of receipt of


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          the claim denial will not be considered. No legal recourse will be
          available after this period. The claimant should include in his
          written appeal the following information to support his claim for
          benefits:

          (i)  A list of which issues, if any, in the claim denial he chooses to
               contest and that he wishes the Administrator to review on appeal;

          (ii) His position on each issue;

          (iii) Any additional facts that he believes support his position on
               the issue; and

          (iv) Any legal or other arguments he believes support his position on
               each issue.

     (d)  Decision on Review. Upon the Administrator's receipt of a notice of a
          request for review, the Administrator shall make a prompt decision on
          the review and shall communicate the decision on review in writing in
          a manner calculated to be understood by the claimant and shall include
          specific reasons for the decision and specific references to the
          pertinent Plan provisions on which the decision is based. The decision
          on review shall be made not later than sixty (60) days after the
          Administrator's receipt of a request for a review, unless special
          circumstances require an extension of time for processing, in which
          case a decision shall be rendered not later than one hundred twenty
          (120) days after receipt of the request for review. If an extension is
          necessary, the claimant shall be given written notice of the extension
          by the Administrator before the expiration of the initial sixty (60)
          day period. No legal action to recover benefits or with respect to any
          other matter related to this Plan may be commenced before the claimant
          has timely exhausted the claim and appeal procedures described above.
          In no event may any such action be brought more than three (3) years
          after the claim was first incurred or after the occurrence of the
          event giving rise to the claim, whichever is later.

                      ARTICLE X. - MISCELLANEOUS PROVISIONS

10.1 LIMITATION OF RIGHTS. Nothing contained in this Plan shall be construed to:

     (a)  Limit in any way the right of the Company to terminate a Participant's
          employment at any time; or

     (b)  Be evidence of any agreement or understanding, express or implied,
          that the Company will employ a Participant in any particular position
          or at any particular rate of remuneration.

10.2 NONALIENATION OF BENEFITS. No amounts payable hereunder may be assigned,
     pledged, mortgaged, or hypothecated, and, to the extent permitted by law,
     no


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     such amounts shall be subject to legal process or attachment of the payment
     of any claims against any person entitled to receive the same.

10.3 AMENDMENT. The Administrator may at any time amend this Plan in whole or in
     part, provided, however, that no amendment shall be effective to decrease
     the balance in any Account as accrued at the time of such amendment. The
     Company shall amend the Plan as necessary to comply with Code Section 409A
     and may amend the Plan in any other manner that does not cause adverse
     consequences under such Code Section or other guidance from the Treasury
     Department or IRS, provided that no amendments shall divest otherwise
     vested rights of Participants, or their Beneficiaries.

10.4 COMPANY'S RIGHT TO TERMINATE. The Administrator may terminate the Plan and
     the payment of benefits as permitted in Treas. Reg. Section
     1.409A-3(j)(4)(ix) in the event of an arrangement termination in connection
     with a corporate dissolution or bankruptcy, in connection with a 409A
     Change of Control, or in connection with a termination of all arrangements
     that would be aggregated with the Plan under Code Section 409A.

10.5 PLAN FUNDING. This Plan is unfunded. The obligations of the Company with
     respect to the amounts payable hereunder shall be paid out of the Company's
     general assets and shall not be secured by any form of trust, escrow, or
     otherwise. This provision shall not require the Company to set aside any
     funds, but the Company may set aside such funds if it chooses to do so or
     if it is required to do so pursuant to Article VII of the Plan. This Plan
     shall be so construed that it will be "unfunded" and maintained "primarily
     for the purpose of providing deferred compensation for a select group of
     management or highly compensated employees," as those terms are used in
     ERISA.

10.6 VALIDITY AND SEVERABILITY. The invalidity or unenforceability of any
     provision of this Plan shall not affect the validity or enforceability of
     any other provision of this Plan, which shall remain in full force and
     effect, and any prohibition or unenforceability in any jurisdiction shall
     not invalidate or render unenforceable such provision in any other
     jurisdiction.

10.7 CODE SECTION 409A. It is the intent of the Company that this Plan comply
     with the requirements of Code Section 409A and it shall be construed
     accordingly. No acceleration of payments hereunder shall occur unless
     permitted under Code Section 409A. As allowed under Code Section 409A, an
     acceleration may occur, for example, in order (a) to fulfill a domestic
     relations order, (b) to allow for the payment of FICA taxes on benefits
     hereunder and the resulting tax withholding amount thereon, and (c) to pay
     amounts required to be included in income as a result of any failure of the
     Plan to comply with Code Section 409A.

10.8 WITHHOLDING. Notwithstanding any other provision of the Plan, the Company
     shall withhold from payments made hereunder any amounts required to be so
     withheld by any applicable law or regulation.


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<PAGE>

10.9 EMPLOYMENT STATUS. This Plan does not constitute a contract of employment
     or impose on the Participant or the Company any obligation for the
     Participant to remain an employee of the Company or change the status of
     the Participant's employment or the policies of the Company and its
     affiliates regarding termination of employment.

10.10 GENDER AND NUMBER. Wherever used in this Plan, the masculine shall be
     deemed to include the feminine and the singular shall be deemed to include
     the plural, unless the context clearly indicates otherwise.

10.11 LAW GOVERNING. This Plan shall be construed in accordance with and
     governed by the laws of the State of Louisiana to the extent such laws are
     not preempted by federal law.

                                          STEWART ENTERPRISES, INC.


                                          BY:
--------------------------------------        ----------------------------------
Witness

                                          DATE:
--------------------------------------          --------------------------------
Witness


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