
                                                                   EXHIBIT 10.20

                       CARRIAGE SERVICES OF FLORIDA, INC.

                             CARRIAGE PARTNERS PLAN
                              FOR NORTHERN FLORIDA,
                          SOUTHERN GEORGIA AND ALABAMA

                                   * * * * * *

            CARRIAGE FUNERAL SERVICES OF FLORIDA, INC., a Florida corporation
(the "Company"), hereby establishes its Carriage Partners Plan for Northern
Florida, Southern Georgia and Alabama (the "Plan"), effective November 20, 1997,
for the purpose of providing certain incentives to employees of the Company or
other persons presently or formerly associated with one or more of its funeral
home and cemetery locations within the Territory (as hereafter defined). The
terms, provisions and conditions of the Plan shall be as follows:

                                   Article 1

                                 DEFINED TERMS

            The following terms, whenever used in this Plan, shall have the
meanings set forth below:

            1.1 "Affiliate" of the Company means a corporation controlling,
      controlled by or under common control with the Company.

            1.2 "Buyout Period" means the period beginning on January 1, 2005
      and ending on December 31, 2007.

            1.3 "Class A Common Stock" means shares of Parent's Class A Common
      Stock, $.01 par value.

            1.4 "Fair Market Value" of a share of Class A Common Stock means, on
      any trading day for the Class A Common Stock, (i) if the Class A Common
      Stock is traded on a national securities exchange on such trading day,
      then the closing price on such trading day as reflected in the
      consolidated trading tables of the Wall Street Journal or any other
      appropriate publication, (ii) if the Class A Common Stock is traded
      over-the-counter and reported on NASDAQ, then the average of the high and
      low sales prices on such trading day as reported in such publication or,
      if not so published, then as reported by NASDAQ, or (iii) if the Class A
      Common Stock is not traded on a national securities exchange or in the
      NASDAQ National Market System on such trading day, then the representative
      bid and asked prices at the end of such trading day in such market as
      reported by NASDAQ.
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            1.5 "Fiscal Year" means the Company's fiscal year for accounting and
      tax purposes, which initially is the calendar year.

            1.6 "Majority in Interest" means those Participants who, at the
      applicable time, hold points constituting a majority of the points held by
      all Participants.

            1.7 "Operating Net Income" means, for any Fiscal Year, the net
      income for such Fiscal Year attributable to the revenues and expenses from
      the Target Operations, determined in accordance with generally accepted
      accounting principles and as reflected in the unaudited statement of
      income of such operations for such Fiscal Year, plus federal income taxes,
      interest, incentive payments under this Plan, depreciation and
      amortization deducted for purposes of calculating such net income. In no
      event will there be charged against Operating Net Income, for purposes of
      the above calculation, any corporate overhead charges from the Company's
      corporate offices in Houston, Texas, other than (i) a administrative
      overhead charge covering auditors fees, legal expenses and other similar
      costs of the Target Operations equal to 1.25% of the pro forma revenues of
      each of the Target Operations, and (ii) insurance premiums that are
      attributable to the Target Operations.

            1.8 "Parent" means Carriage Services, Inc., a Delaware corporation
      and the Company's ultimate corporate parent.

            1.9 "Participants" means those employees of the Company or other
      persons who, at the time of becoming Participants hereunder, are
      associated or were at any time therefore associated with one or more
      funeral homes or cemeteries owned and operated by the Company or its
      Affiliates within the Territory, who the Company designates as being
      entitled to participate in this Plan and who execute the Company a Plan
      Adoption Agreement substantially in the form of Exhibit A attached hereto.

            1.10 "Target Operating Net Income" means the budgeted Operating Net
      Income established for each Target Operation upon its acquisition by the
      Company or an Affiliate by its Board of Directors.

            1.11 "Target Operations" means all funeral homes and cemeteries that
      are acquired by the Company and its Affiliates within the Territory during
      the Term of this Plan and which the Participants are able to demonstrate
      to the satisfaction of the Company's Board of Directors, in its sole
      discretion, were acquired by the Company as a direct consequence of the
      efforts of one or more of the Participants. Target Operations specifically
      excludes the Forest Lawn Memorial Cemetery located at 2403 Harrison
      Avenue, the Evergreen Memorial Gardens Cemetery located at 3733 U.S.
      Highway 231 North, and the Garden of Memories Cemetery located at 5435
      East 15th
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      Street, all in Panama City, Florida; the Kent Forest Lawn Funeral Home
      located at 2403 Harrison Avenue in Panama City, Florida; the Emerald Coast
      Funeral Home located at 113 Racetrack Road, N.E. in Fort Walton Beach,
      Florida; and Kent-Thornton Funeral Home located at 1468 Hartford Highway
      in Dothan, Alabama.

            1.12 "Territory" means (i) all portions of the State of Florida
      lying north of the Latitude 29.5 degrees North; (ii) all portions of the
      State of Georgia lying south of the Latitude 33 degrees North; and (iii)
      all portions of the State of Alabama, other than a fifty-mile radius of
      Cullman, Alabama (specifically excluding from such exception any portion
      thereof lying within the city limits of Birmingham, Alabama or within
      Shelby County, Alabama).

            1.13 "Term of this Plan" means the period beginning on November 20,
      1997 and ending on December 31, 2007.

                                   Article 2

                            INCENTIVE PARTICIPATION

            2.1 If, during the Term of this Plan, the Company or an Affiliate
acquires one or more funeral homes and/or cemeteries that are located within the
Territory and which the Board of Directors of the Company determines, in its
sole discretion, were acquired as a direct consequence of the efforts of one or
more of the Participants (which shall be indicated by appropriate written notice
to the Participants), then all such funeral homes and cemeteries so located
within the Territory shall be included within the Target Operations for purposes
of this Plan.

            2.2 Upon each acquisition of one or more Target Operations, the
Company shall establish its Target Operating Net Income for each Target
Operation, whether for each individual funeral home or cemetery (as applicable)
or for a group of related funeral home and/or cemetery operations. At or within
30 days following the closing of each such acquisition, the Company shall
provide written notice to each Participant of the fact of such acquisition and
the amount of the Target Operating Net Income for each Target Operation. The
amount of the Target Operating Net Income shall be based upon all relevant
factors, including any budgeting input from managers of the Target Operations,
but the amount as finally determined shall be subject to the sole discretion of
the Company's Board of Directors, provided that in the year of acquisition, the
Target Operating Net Income shall not (without the consent of at least a
Majority in Interest) be different from the equivalent budgeted number used for
purposes of any incentive compensation plan established by the Company or its
Affiliate at such Target Operation (if such a plan is so established). If Target
Operations are acquired during the middle of a Fiscal Year, then the amount of
Target Operating Net Income and actual Operating Net Income therefor shall be
prorated as then
<PAGE>
determined by the Company or, in the absence of such determination, then on the
basis of the number of days remaining in such Fiscal Year.

            2.3 For each Fiscal Year during the Term of this Plan in which the
actual Operating Net Income of a Target Operation exceeds its Target Operating
Net Income, then the Participants, as a group, shall be entitled to receive
incentive payments under this Plan equal in the aggregate to ten percent (10%)
of the amount by which such actual Operating Net Income exceeds such Target Net
Income. Such payments shall be allocated among the Participants and paid to them
as provided in Article 3 below.

            2.4 If in any Fiscal Year the actual Operating Net Income of a
Target Operation is the same as or less than its Target Operating Net Income,
then the Participants shall receive no payment for that Fiscal Year in respect
of that Target Operation. As to any Target Operation, no such shortfall in any
single Fiscal Year shall affect the right to payments in another Fiscal Year,
and within the same Fiscal Year, no such shortfall as to any single Target
Operation (or group of related Target Operations for which a single Target
Operating Net Income has been established) shall affect the right to payments as
to other Target Operations.

                                   Article 3

                           PAYMENT AND DISTRIBUTION

            3.1 Upon each Participant's admission as a Participant under this
Plan, the Company shall award such Participant a number of "points" for purposes
of determining his or her relative right to receive payments under this Plan.
The initial number of points awarded to a Participant shall be indicated in such
Participant's Plan Adoption Agreement. Upon the prior written consent of the
Company and a Majority in Interest, from time to time: new Participants may be
admitted to the Plan and awarded points; and the points awarded to existing
Participants may be changed.

            3.2 For each Fiscal Year, the aggregate amount of incentive payments
under Article 2 for such Fiscal Year shall be calculated. Each Participant shall
be entitled to receive the portion of such aggregate amount determined by
dividing the number of points applicable to such Participant as of the last day
of that Fiscal Year by the total number of points applicable to all Participants
on such day. Such point system shall be solely determinative of the relative
amount to be received by each Participant.

            3.3 The incentive payments under Article 2 shall be paid promptly
following the release of the financial statements of the Company or its
Affiliates that are utilized to calculate Operating Net Income, but in no event
later than 90 days following the last day of the Fiscal Year for which Operating
Net Income is calculated.
<PAGE>
            3.4 Payments under this Plan (including amounts under Section 4.2
below) shall be payable, at the option of each Participant, either (i) in cash,
or (ii) by the issuance of shares of Class A Common Stock based upon the Fair
Market Value of a share of Class A Common Stock as of the last trading day of
the Fiscal Year for which such incentive compensation is payable hereunder or,
in the case of payments under Section 4.2 below, as of the last day of the term
of this Plan or (if a Majority in Interest elect to receive earlier payment as
therein provided) then as of the first trading day immediately following the
giving of the notice by the Majority in Interest specified in Section 4.2. Cash
payments under this Plan shall be by check or money order. A Participant shall
make such election to so receive cash or Class A Common Stock no later than the
15th day after the last day of the Fiscal Year for which incentive compensation
is calculated hereunder or (in the case of payments under Section 4.2) by no
later than the 15th day after the last day of the term of this Plan, or in the
notice of the Majority in Interest referred to in said Section 4.2, as the case
may be. If for any reason the Company does not receive timely notice of such
election, the Participants shall be deemed to have elected to receive such
payments entirely in cash. The Company shall have the right to deduct from any
incentive payment hereunder (x) any federal, state or local taxes required by
law to be withheld with respect to such payments, and (y) any other amounts
specifically authorized to be withheld or deducted by a Participant; in case of
payment in shares of Class A Common Stock, such withholding may be made by a
cash payment by the Participant to the Company, or by in lieu thereof Parent's
withholding of an appropriate number of shares of Class A Common Stock based
upon the Fair Market Value thereof used for purposes of determining the number
of shares to be so issued.

                                   Article 4

                             TERM AND TERMINATION

            4.1 Each Participant's entitlement to participate in this Plan shall
terminate upon (i) the death of such Participant, provided, however, that if a
Participant dies after the last day of a Fiscal Year but before the date of any
payment under Article 2 in respect of such Fiscal Year, such payment for such
Fiscal Year only shall nonetheless be deemed earned and shall be payable to the
estate of the deceased Participant in the manner provided in Article 3; or (ii)
the breach by such Participant of (if applicable) the provisions of Section 10.1
of the Merger Agreement dated November 19, 1997 among Parent, the Company,
Forest Lawn/Evergreen Management Corp. and the shareholders of such latter
corporation, and the continuance of such breach for a period of ten business
days after written notice of such breach is given by the Company to such
Participant, in which case such Participant shall forfeit all right to receive
any payments hereunder. Upon any such termination, the points allocated to such
Participant shall thereupon be cancelled.
<PAGE>
            4.2 Upon expiration of the Term of this Plan, the Company shall pay
to the Participants as a group an aggregate sum equal to the average of the
aggregate annual payments made or to be made under Article 3 for the three
Fiscal Years ending on the last day of such Term, MULTIPLIED BY six (6);
provided, however, that the Participants may instead elect (by the vote of a
Majority in Interest) to receive such payment earlier by giving written notice
to such effect at any time during the Buyout Period, in which case (x) the
aggregate sum to be paid shall be based upon the same formula set forth above,
except that the three Fiscal Years mentioned above shall be those ending on the
last day of the Fiscal Year immediately preceding the Fiscal Year in which the
Majority in Interest so elects, and (y) this Plan shall terminate as of the last
day of the Fiscal Year immediately preceding the Fiscal Year in which such
election is made (other than respect of the immediately preceding Fiscal Year
and under this Section 4.2). Such payment under this Section 4.2 shall be
allocated among the Participants based upon their respective points in effect on
last day of the Term of this Plan or the date the Majority in Interest earlier
elects (as applicable), in the same manner as specified in Article 3 above. The
Company shall pay the amount under this Section 4.2 in the same manner specified
in Section 3.4 on or before 90 days after the applicable date. Such payment
shall be in full satisfaction of all obligations of the Company's obligations
under this Plan, except as otherwise specified in clause (y) above.

                                   ARTICLE 5

                        PLAN CHANGES AND IMPLEMENTATION

            This Plan may be amended, modified or supplemented at any time or
from time to time by the Board of Directors of the Company, with the consent of
a Majority in Interest. This Plan shall be implemented and administered by the
Board of Directors of the Company or by a committee appointed by the Board of
Directors of the Company.

                                   Article 6

                                 MISCELLANEOUS

            6.1 Any payment or distribution to any Participant in accordance
with the provisions of this Plan shall, to the extent thereof, be in full
satisfaction of all claims against the Company with respect to such payment or
distribution, and, to the extent permitted by law, the Company may require such
Participant, as a condition precedent to such payment, to execute a receipt and
release to such effect.
            6.2 Participation in this Plan shall not give any Participant the
right to be retained in the employ of the Company. No Participant shall have any
right to any payment or benefit hereunder except to the extent provided in this
Plan. Except as provided herein, the Company reserves the right to dismiss any
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Participant who is an employee of the Company without any liability for any
claim against the Company under this Plan; provided, however, the employment
rights of any Participant or other employee shall not be enlarged, guaranteed,
limited or otherwise affected by reason of any of the provisions of this Plan.

            6.3 The rights of each Participant under this Plan may not be
assigned or encumbered by him or her in any manner, and any attempted
assignment, transfer, pledge, hypothecation or encumbrance shall be void in all
respects. Subject to the foregoing, this Plan shall be binding on and inure to
the benefit of the Company and the Participants and their respective successors,
heirs and assigns.

            DATE OF ADOPTION:       Effective November 20, 1997.

                                    CARRIAGE SERVICES OF FLORIDA, INC.

                                    By: /s/ MARK W. DUFFEY
                                       MARK W. DUFFEY, President

