On December 5, 2013, Stewart Enterprises, Inc. (Nasdaq:STEI) commenced a tender offer to repurchase for cash (the "Offer") any and all of its outstanding 3.125% Senior Convertible Notes due 2014 (CUSIP No. 860370AH8) and 3.375% Senior Convertible Notes due 2016 (CUSIP No. 860970AK1) (collectively, the "Notes").

The terms and conditions of the Offer are set forth in the Notice of Anticipated Fundamental Change and Offer to Repurchase and Fundamental Change Conversion Notice dated December 5, 2013 (the "Offer to Repurchase") and the related Letter of Transmittal (the "Letter of Transmittal") distributed to holders of Notes and filed with the U.S. Securities and Exchange Commission (the "SEC") as exhibits to Stewart Enterprise's Schedule TO. The tender offer is being made pursuant to the "fundamental change" repurchase requirements of each of the indentures under which the Notes were issued, which were triggered by the anticipated closing of Stewart Enterprise's previously announced acquisition by Service Corporation International (the "Merger").

Stewart Enterprises is offering to repurchase the Notes at a price equal to 100% of the principal amount of the Notes being repurchased, plus accrued and unpaid interest up to, but excluding, the date the Notes are purchased pursuant to the Offer. The tender offer will expire at 5:00 p.m., New York City time, on February 3, 2014. Payments of the purchase price for the Notes validly tendered and not withdrawn on or prior to the expiration time and accepted for purchase will be made on February 4, 2014. After giving effect to the January 15 scheduled interest payments applicable to both series of Notes, the amount of interest accrued to but excluding the February 4, 2014 repurchase date will be approximately $1.56 per $1,000 aggregate principal amount of 2014 Notes repurchased and approximately $1.69 per $1,000 aggregate principal amount of 2016 Notes repurchased. On the repurchase date, unless Stewart Enterprises fails to pay the purchase price for the Notes, Notes validly tendered and accepted for purchase will be canceled and cease to be outstanding and interest will cease to accrue on such Notes.

The tender offer will not be contingent upon any minimum number of Notes being tendered. However, the tender offer is conditioned upon the closing of the Merger, which is expected to occur on or after December 20, 2013.

Holders may, instead of tendering their Notes in the Offer, elect to continue to hold their Notes or surrender them for conversion. The current conversion rate for both series of Notes is 92.4564 shares of Stewart's common stock per $1,000 aggregate principal amount of Notes converted. Following the closing of the Merger, the conversion rate for each series of Notes will increase by the applicable "make whole premium" described in the indentures governing the Notes. Assuming the Merger closes on December 20, 2013, the conversion rates, including the "make whole premium" would be 94.4366 for the 2014 Notes and 99.2383 for the 2016 Notes. Based on the Merger consideration of $13.25 per share payable to common stockholders, Noteholders converting their Notes in connection with the Merger and receiving the "make whole premium" will receive more cash consideration than Noteholders tendering their Notes in the Offer.

Instructions how to and the procedures for tendering Notes in the offering, withdrawing tenders of Notes and converting Notes are each described in the Offer to Repurchase and in the indentures governing the Notes.

U.S. Bank National Association is the Depositary for the tender offer and the paying agent and conversion agent for the Notes. Holders with questions regarding the tender offer may contact U.S. Bank National Association at (800) 934 6802.

None of Stewart Enterprises, its Board of Directors or the Depositary is making any recommendations to holders of Notes as to whether to tender or refrain from tendering their Notes in the tender offer, whether to convert or refrain from converting their Notes or whether to continue to hold their Notes. Holders of Notes should consult with their own advisors.

This notice is for informational purposes only and does not constitute an offer to purchase nor a solicitation for acceptance of the Offer described above. The complete terms and conditions of the Offer are set forth in the Offer to Repurchase and Letter of Transmittal that was filed with the SEC on December 5, 2013. Holders are urged to read the tender offer documents carefully when they become available. Holders may obtain copies of the Offer to Repurchase and Letter of Transmittal free of charge at the SEC's website (www.sec.gov) or the Depositary at the number listed above. In addition, free copies of the Offer to Repurchase, the related Letter of Transmittal and certain other offering documents will be made available by Stewart Enterprises, Inc., 1333 S. Clearview Parkway, Jefferson, LA 70121.

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