FORM OF CHANGE OF CONTROL AGREEMENT

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EXHIBIT 10.10

CHANGE OF CONTROL AGREEMENT

This Change of Control Agreement ("Agreement") between Stewart

Enterprises, Inc., a Louisiana corporation (the "Company"), and _____________

(the "Employee") is effective as of November 1, 2004 (the "Change of Control

Agreement Date").

ARTICLE I

DEFINITIONS

1.1 EMPLOYMENT AGREEMENT. After a Change of Control (defined below),

this Agreement supersedes the Employment Agreement effective as of November 1,

2004 between Employee and the Company (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, the definitions in

this Agreement supersede definitions in the Employment Agreement, but

capitalized terms used herein that are not defined in this Agreement have the

meanings given to them in the Employment Agreement.

1.2 DEFINITION OF "COMPANY." As used in this Agreement, "Company" shall

mean the Company as defined above and any successor to or assignee of (whether

direct or indirect, by purchase, merger, consolidation or otherwise) all or

substantially all of the assets or business of the Company.

1.3 CHANGE OF CONTROL DEFINED. "Change of Control" shall mean:

(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 1.3; or

(b) individuals who, as of the Change of Control Agreement Date,

constitute the Board (the "Incumbent Board") cease for any reason to

constitute at least a majority

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of the Board; provided, however, that any individual becoming a director

subsequent to the Change of Control Agreement 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

(c) consummation of a reorganization, merger or consolidation, or

sale or other disposition of all of 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 at the time of the execution of the

initial agreement, 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.

1.4 AFFILIATE. "Affiliate" or "affiliated companies" shall mean any

company controlled by, controlling, or under common control with, the Company.

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1.5 CAUSE. "Cause" shall mean:

(a) the willful and continued failure of the Employee to perform

substantially the Employee's duties with the Company or its affiliates

(other than any such failure resulting from incapacity due to physical or

mental illness), after a written demand for substantial performance is

delivered to the Employee by the Board of the Company which specifically

identifies the manner in which the Board believes that the Employee has

not substantially performed the Employee's duties, or

(b) the willful engaging by the Employee in illegal conduct or

gross misconduct which is materially and demonstrably injurious to the

Company or its affiliates.

For purposes of this provision, no act or failure to act, on the part of the

Employee, shall be considered "willful" unless it is done, or omitted to be

done, by the Employee in bad faith or without reasonable belief that the

Employee's action or omission was in the best interests of the Company or its

affiliates. Any act, or failure to act, based upon authority given pursuant to a

resolution duly adopted by the Board or upon the instructions of a senior

officer of the Company or based upon the advice of counsel for the Company or

its affiliates shall be conclusively presumed to be done, or omitted to be done,

by the Employee in good faith and in the best interests of the Company or its

affiliates. The cessation of employment of the Employee shall not be deemed to

be for Cause unless and until there shall have been delivered to the Employee a

copy of a resolution duly adopted by the affirmative vote of not less than

three-quarters of the entire membership of the Board at a meeting of the Board

called and held for such purpose (after reasonable notice is provided to the

Employee and the Employee is given an opportunity, together with counsel, to be

heard before the Board), finding that, in the good faith opinion of the Board,

the Employee is guilty of the conduct described in subparagraph (a) or (b)

above, and specifying the particulars thereof in detail.

1.6 GOOD REASON. "Good Reason" shall mean:

(a) Any failure of the Company or its affiliates to provide the

Employee with the position, authority, duties and responsibilities at

least commensurate in all material respects with the most significant of

those held, exercised and assigned at any time during the 120-day period

immediately preceding the Change of Control. Employee's position,

authority, duties and responsibilities after a Change of Control shall not

be considered commensurate in all material respects with Employee's

position, authority, duties and responsibilities prior to a Change of

Control unless after the Change of Control Employee holds (i) an

equivalent position in the Company or, (ii) if the Company is controlled

or will after the transaction be controlled by another company (directly

or indirectly), an equivalent position in the ultimate parent company.

(b) The assignment to the Employee of any duties inconsistent in

any material respect with Employee's position (including status, offices,

titles and reporting requirements), authority, duties or responsibilities

as contemplated by Section 2.1(b) of this Agreement, or any other action

that results in a diminution in such position,

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authority, duties or responsibilities, excluding for this purpose an

isolated, insubstantial and inadvertent action not taken in bad faith that

is remedied within 10 days after receipt of written notice thereof from

the Employee to the Company;

(c) Any failure by the Company or its affiliates to comply with

any of the provisions of this Agreement, other than an isolated,

insubstantial and inadvertent failure not occurring in bad faith that is

remedied within 10 days after receipt of written notice thereof from the

Employee to the Company;

(d) The Company or its affiliates requiring the Employee to be

based at any office or location other than as provided in Section

2.1(b)(ii) hereof or requiring the Employee to travel on business to a

substantially greater extent than required immediately prior to the Change

of Control;

(e) Any purported termination of the Employee's employment

otherwise than as expressly permitted by this Agreement; or

(f) Any failure by the Company to comply with and satisfy Sections

3.1(c) and (d) of this Agreement.

For purposes of this Section 1.6, any good faith determination of "Good Reason"

made by the Employee shall be conclusive. Anything in this Agreement to the

contrary notwithstanding, a termination by the Employee for any reason during

the 30-day period immediately following the first anniversary of the Change of

Control shall be deemed to be a termination for Good Reason.

ARTICLE II

CHANGE OF CONTROL BENEFIT

2.1 EMPLOYMENT TERM AND CAPACITY AFTER CHANGE OF CONTROL.

(a) If a Change of Control occurs on or before October 31, 2007,

then the Employee's employment term (the "Employment Term") shall continue

through the later of (i) the second anniversary of the Change of Control

or (ii) October 31, 2007, subject to any earlier termination of Employee's

status as an employee pursuant to this Agreement.

(b) After a Change of Control and during the Employment Term, (i)

the Employee's position (including status, offices, titles and reporting

requirements), authority, duties and responsibilities shall be at least

commensurate in all material respects with the most significant of those

held, exercised and assigned at any time during the 120-day period

immediately preceding the Change of Control and (ii) the Employee's

service shall be performed at the location where the Employee was employed

immediately preceding the Change of Control or any office or location less

than 35 miles from such location. Employee's position, authority, duties

and responsibilities after a Change of Control shall not be considered

commensurate in all material respects with Employee's position, authority,

duties and responsibilities prior to a Change of Control

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unless after the Change of Control Employee holds (x) an equivalent

position in the Company or, (y) if the Company is controlled or will after

the transaction be controlled by another company (directly or indirectly),

an equivalent position in the ultimate parent company. Employee shall

devote himself to his employment responsibilities with the Company (or, if

applicable, the ultimate parent entity) as provided in Article I Section 3

of the Employment Agreement.

2.2 COMPENSATION AND BENEFITS. During the Employment Term, Employee

shall be entitled to the following compensation and benefits:

(a) Salary. A salary ("Base Salary") at the highest rate provided

for under the Employment Agreement at any time during the 120-day period

immediately preceding the Change of Control, payable to the Employee at

such intervals no less frequent than the most frequent intervals in effect

at any time during the 120-day per