AMENDMENT NO. 2
TO
CHANGE OF CONTROL AGREEMENT
This Amendment No. 2 to Change of Control Agreement is made as of the
25th day of July, 2000, by and between Stewart Enterprises, Inc., a
Louisiana corporation (the "Company"), and William E. Rowe (the
"Employee").
W I T N E S S E T H:
WHEREAS, the Company has entered into a Change of Control Agreement
with the Employee dated as of December 5, 1995, as amended by Amendment No.
1 to Change of Control Agreement dated November 1, 1998 (as amended, the
"Change of Control Agreement");
WHEREAS, the Employee has agreed to serve as the Company's President
and Chief Executive Officer; and
WHEREAS, the Company and the Employee have agreed to a change in the
Employee's bonus, as set forth herein.
NOW THEREFORE, the Company and the Employee agree as follows:
SECTION 1. Except as expressly amended herein, all of the terms and
provisions of the Change of Control Agreement shall remain in full force
and effect.
SECTION 2. Article I, Section 1.1 of the Change of Control Agreement
is hereby amended to read in its entirety as follows:
1.1 EMPLOYMENT AGREEMENT. After a Change of Control
(defined below), this Agreement supersedes the Employment
Agreement dated as of August 1, 1995, as amended by Amendment No.
1 dated as of October 31, 1998 and Amendment No. 2 dated as of
July 25, 2000, between Employee and the Company (as amended, the
"Employment Agreement") except to the extent that certain
provisions of the Employment Agreement are expressly incorporated
by reference herein. After a Change of Control (defined below),
the definitions in this Agreement supersede definitions in the
Employment Agreement, but capitalized terms not defined in this
Agreement have the meanings given to them in the Employment
Agreement.
SECTION 3. Article III, Section 3.2 of the Change of Control
Agreement is hereby amended to read in its entirety as follows:
3.2 NOTICES. All notices hereunder must be in writing and shall
be deemed to have given upon receipt of delivery by: (a) hand
(against a receipt therefor), (b) certified or registered mail,
postage prepaid, return receipt requested, (c) a nationally recognized
overnight courier service (against a receipt therefor) or (d) telecopy
transmission with confirmation of receipt. All such notices must be
addressed as follows:
If to the Company, to:
Stewart Enterprises, Inc.
110 Veterans Memorial Boulevard
Metairie, Louisiana 70005
Attn: Chairman of the Board
If to the Employee, to:
William E. Rowe
113 Sycamore Drive
Metairie, Louisiana 70005
or such other address as to which any party hereto may have notified
the other in writing.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and signed as of the date indicated above.
STEWART ENTERPRISES, INC.
By: /S/ JAMES W. MCFARLAND
----------------------------
James W. McFarland
Compensation Committee Chairman
EMPLOYEE:
/S/ WILLLIAM E. ROWE
----------------------------
William E. Rowe