FIRST AMENDMENT TO AMENDED AND RESTATED SEVERANCE PROTECTION AGREEMENT

Exhibit 10.2

FIRST AMENDMENT

      THIS FIRST AMENDMENT TO AMENDED AND RESTATED SEVERANCE PROTECTION AGREEMENT (the “Amendment”) is made and entered into as of the 6th day of November, 2008, by and between CROWN CRAFTS, INC. , a Delaware corporation (the “Company”), and E. RANDALL CHESTNUT , an individual resident of the State of Louisiana (the “Executive”).

W I T N E S S E T H :

      WHEREAS , the Company and the Executive have entered into that certain Amended and Restated Severance Protection Agreement dated as of April 20, 2004 (the “Agreement”);

      WHEREAS , Company and Executive wish to amend the Agreement as provided herein to comply with Section 409A of the Internal Revenue Code of 1986, as amended; and

      WHEREAS , capitalized terms used but not otherwise defined herein shall have the same meanings given to such terms in the Agreement;

      NOW, THEREFORE , in consideration of the foregoing and the mutual covenants and agreements herein, the parties hereto do hereby agree as follows:

     1.  Amendments to Agreement . The Agreement is hereby amended as follows:

          (a) Subsection 3.1.1 of the Agreement is amended by replacing “90-day period” as referenced therein with “60-day period”.

          (b) Subsection 3.1.2 is amended and restated in its entirety as follows:

     “3.1.2 If the Executive’s employment with the Company shall be terminated (i) by the Company other than for Cause or Disability, (ii) by the Executive for Good Reason within sixty (60) days after the occurrence of the event that constitutes Good Reason or (iii) by the Executive for any reason during the Window Period, the Executive shall be entitled to the following:”

          (c) Subsection 3.1.2(vi) is amended by adding the following immediately before the semicolon at the end thereof:

     “and provided further that such expenses must be incurred by the Executive no later than the end of the second calendar year following the calendar year in which his termination of employment occurs”

          (d) Subsection 3.1.2(vii) is amended by adding the following immediately before the period at the end thereof:

     “, provided that such expenses must be incurred by the Executive no later than the end of the second calendar year following the calendar year in which his termination of employment occurs”

          (e) Subsection 3.1.3 is amended and restated in its entirety as follows:

     “3.1.3. The amounts provided for in subsections 3.1.1 and 3.1.2(i), (ii) and (iv) shall be paid in a lump sum in cash within five (5) days of the Executive’s Termination Date.”

          (f) The Agreement is amended by adding the following as new Section 16 thereof:

     “16. Compliance with Section 409A .

     16.1 This Agreement shall be interpreted to avoid any penalty sanctions under Section 409A of the Code (“Section 409A”). If any payment or benefit c