EXHIBIT 10.2

                                 AMENDMENT NO. 1
                                     TO THE
                            STEWART ENTERPRISES, INC.
                           SUPPLEMENTAL RETIREMENT AND
                           DEFERRED COMPENSATION PLAN

      WHEREAS, the Board of Directors of Stewart Enterprises, Inc. (the
"Company") wishes to amend the Supplemental Retirement and Deferred Compensation
Plan (the "Plan") to add deferral election flexibility allowed under guidance
issued pursuant to the American Jobs Creation Act of 2004 and to name the
Compensation Committee of the Board of Directors as the Administrator of the
Plan;

      NOW THEREFORE, the Plan is hereby amended effective January 1, 2005, as
follows:

                                       I.

      Article 2.2 is amended and restated to read as follows:

            2.2 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.

                                       II.

      Article III is amended to add a new Section 3.2, as follows:

            3.2 ELECTIVE DEFERRAL ELECTION MODIFICATIONS DURING 2005.
      Notwithstanding any provision of the Plan to the contrary, an Eligible
      Employee who has made a deferral election for 2005 pursuant to Section 3.1
      of the Plan may revise such election by reducing the percentage of Plan
      Compensation deferred by such employee during 2005, or to revoke such
      election completely, up until December 23, 2005. Any Elective Deferrals
      returned to an Eligible Employee pursuant to this Section 3.2 shall be
      distributed to such employee during 2005.

                                       II.

      The first sentence of Section 10.3 is revised and restated to read as
follows:

      Although it is expected that this Plan shall continue indefinitely, the
      Compensation Committee of the Board may amend this Plan from time to time
      in any respect, and may at any time terminate the Plan in its entirety;
      provided, however, that a Participant's Accounts as of the date of any
      such amendment or termination may not



      be reduced nor may any such amendment or termination adversely affect a
      Participant's entitlement to his or her Accounts as of such date.

      Executed in ___________, Louisiana, this _____ day of December, 2005.

WITNESSES:                                   STEWART ENTERPRISES, INC.

___________________________________          By: _______________________________

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