Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Agreements of Certain Officers
(e) On March 13, 2009, Stewart Enterprises, Inc. (the "Company") entered into a agreement with Brent F. Heffron, Executive Vice President and President - Eastern Division, in anticipation of his retirement from all positions with the Company effective April 30, 2009. This retirement agreement provides Mr. Heffron with the following benefits: $175,000 (an amount equal to six months' salary) paid over a one-year period commencing upon his retirement; an additional year of age credit in calculating his benefit under the Company's Supplemental Executive Retirement Plan; payment for any unused vacation up to a maximum of six weeks; and Company payment of the employer portion of his health insurance premiums through April 30, 2010, should Mr. Heffron elect COBRA coverage. The retirement agreement includes a one-year non-competition and non-solicitation agreement with Mr. Heffron. Any of Mr. Heffron's stock options and restricted stock not vested on or before April 30, 2009 will be forfeited. This summary of Mr. Heffron's retirement agreement is qualified by reference to his actual agreement, which is attached as Exhibit 10.1 hereto and is incorporated by reference herein. Item 9.01 Financial Statements and Exhibits
(d) Exhibits

Exhibit Number Description 10.1 Retirement Agreement dated March 13, 2009 between Stewart Enterprises, Inc. and Brent F. Heffron

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