FORM OF INDEMNITY AGREEMENT

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EXHIBIT 10.3

INDEMNITY AGREEMENT

This INDEMNITY AGREEMENT is made as of _______________, 2004, between

Stewart Enterprises, Inc. (the "Corporation"), and _____________________

("Indemnitee").

In consideration of the Indemnitee's continued service after the date

hereof, the Corporation and Indemnitee do hereby agree as follows:

1. Agreement to Serve. Indemnitee shall serve or continue to serve as

[AN OFFICER] [A DIRECTOR] of the Corporation, and any other entity of which he

is serving at the request of the Corporation, and agrees to serve in such

capacities for so long as he is duly elected or appointed and qualified or until

such earlier time as he tenders his resignation in writing.

2. Definitions. As used in this Agreement:

(a) The term "Claim" shall mean any threatened, pending or completed

claim, action, suit or proceeding, including appeals, whether civil, criminal,

administrative or investigative and whether made judicially or extra-judicially,

including any action by or in the right of the Corporation, or any separate

issue or matter therein, as the context requires.

(b) The term "Determining Body" shall mean (i) those members of the

Board of Directors who are not named or threatened to be named as parties to the

Claim for which indemnification is being sought ("Impartial Directors"), if

there are at least two Impartial Directors, or (ii) a committee of at least two

Impartial Directors appointed by the Board or a duly authorized committee

thereof (regardless whether the directors voting on such appointment are

Impartial Directors) or (iii) if there are fewer than two Impartial Directors or

if the Board of Directors or the committee appointed pursuant to clause (ii) of

this paragraph so directs (regardless whether the directors voting on such

appointment are Impartial Directors), independent legal counsel, which may be

the regular outside counsel of the Corporation, as designated by the Impartial

Directors or, if no such directors exist, the full Board of Directors.

(c) The term "Disbursing Officer" shall mean the President of the

Corporation or, if the President is a party or threatened to be named a party to

the Claim for which indemnification is being sought, any officer who is not a

party or threatened to be named a party to the Claim and who is designated by

the President to be the Disbursing Officer with respect to indemnification

requests related to the Claim, which designation shall be made promptly and not

more than 10 days after receipt of the initial request for indemnification with

respect to such Claim.

(d) The term "Expenses" shall mean any expenses or costs including,

without limitation, attorney's fees, judgments, punitive or exemplary damages,

fines, excise taxes or amounts paid in settlement.

(e) The term "Insurance Policy" shall mean, collectively, (i) the

Directors and Officers Liability Policy that the Corporation has obtained from

Continental Casualty Company (C.N.A.) (Policy #132032175), (ii) the Excess

Directors and Officers Liability Policies that the Corporation

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has obtained from Landmark American Insurance Company (Policy #LHS616828),

Illinois Union Insurance Company (Policy #DOX G216-48553-003), Executive Risk

Specialty Insurance Company (Policy #8151-6730) and American International

Specialty Lines Company (Policy #459-73-71), and (iii) the Side (Clause) A

Difference-in-Conditions policy that the Corporation has obtained from XL

Specialty Insurance Company (Policy #ELU087029-04) for the policy period

commencing September 27, 2004 and ending September 27, 2005.

3. Limitation of Liability. To the fullest extent permitted by Article

VI of the Articles of Incorporation of the Corporation (as in effect on the date

hereof), Indemnitee shall not be liable for any breach of his fiduciary duty. If

and to the extent such provisions are amended to permit further limitations of

liability, Indemnitee shall not be liable for any breach of his fiduciary duty

to the fullest extent permitted after any such amendment.

4. Maintenance of Insurance.

(a) The Corporation represents and warrants that it currently maintains

in force and effect the Insurance Policy, and Indemnitee represents and warrants

that he has been furnished with a copy of the Insurance Policy. Subject only to

the provisions of Section 4(b) hereof the Corporation hereby agrees that, so

long as Indemnitee shall continue to serve in any capacity referred to in

Section 5(a) hereof, and thereafter so long as Indemnitee shall be subject to

any possible Claim, the Corporation shall use its commercially reasonable best

efforts to purchase and maintain in effect for the benefit of Indemnitee one or

more valid and enforceable policies of directors and officers liability

insurance providing, in all respects, coverage at least comparable to that

currently provided pursuant to the Insurance Policy.

(b) The Corporation shall not be required to purchase and maintain the

Insurance Policy or any comparable policy if directors and officers liability

insurance is not reasonably available or if, in the reasonable business judgment

of the then directors of the Corporation, there is insufficient benefit to the

Corporation from such insurance.

5. Additional Indemnity.

(a) To the extent any Expenses incurred by or on behalf of Indemnitee

are in excess of the amounts reimbursed or indemnified pursuant to the

provisions of Section 4 hereof, the Corporation shall indemnify and hold

harmless Indemnitee against any Expenses actually and reasonably incurred by

Indemnitee (as they are incurred) in connection with any Claim against

Indemnitee, or involving Indemnitee solely as a witness or person required to

give evidence, by reason of Indemnitee's position as a (i) director or officer

of the Corporation, (ii) director or officer of any subsidiary of the

Corporation, (iii) fiduciary with respect to any employee benefit plan of the

Corporation, or (iv) director, officer, partner, employee or agent of another

entity, if such position is or was held at the request of the Corporation,

whether relating to service in such position before or after the effective date

of this Agreement, if (A) Indemnitee is successful in his defense of the Claim

on the merits or otherwise or (B) Indemnitee has been found by the Determining

Body to have met the Standard of Conduct (as hereinafter defined); provided that

(1) the amount of Expenses for which the Corporation shall indemnify Indemnitee

may be reduced by the Determining Body to such amount as it deems proper if it

determines that the Claim involved the

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receipt of an improper personal benefit by Indemnitee, and (2) no

indemnification shall be made in respect of any Claim as to which Indemnitee

shall have been adjudged by a court of competent jurisdiction, after exhaustion

of all appeals therefrom, to be liable for willful or intentional misconduct in

the performance of his duty to the Corporation, unless, and only to the extent

that, a court shall determine upon application that, despite the adjudication of

liability but in view of all the circumstances of the case, Indemnitee is fairly

and reasonably entitled to indemnity for such Expenses which the court shall

deem proper.

(b) For purposes of this Agreement, the "Standard of Conduct" is met

when conduct by Indemnitee with respect to which a Claim is asserted was conduct

performed in good faith which he reasonably believed to be in, or not opposed

to, the best interest of the Corporation, and, in the case of a Claim which is a

criminal action or proceeding, conduct that Indemnitee had no reasonable cause

to believe was unlawful. The termination of any Claim by judgment, order,

settlement, conviction, or upon a plea of nolo contendere or its equivalent,

shall not, of itself, create a presumption that Indemnitee did not meet the

Standard of Conduct.

(c) Promptly upon becoming aware of the existence of any Claim as to

which Indemnitee may be indemnified for Expenses and as to which Indemnitee

desires to obtain indemnification, Indemnitee shall notify the President of the

Corporation, but the failure to promptly notify the President shall not relieve

the Corporation from any obligation hereunder, except and to the extent that

such failure has materially and irrevocably harmed the Corporation's ability to

defend against such Claim pursuant to Section 5(f)(i) hereof. Within 5 business

days of receipt of such notice, the President shall advise the members of the

Board of Directors of the request and that the establishment of a Determining

Body with respect thereto will be a matter to be considered at the next

regularly scheduled meeting of the Board. If a meeting of the Board of Directors

is not regul