
                                                                   EXHIBIT 10.22

                   CARRIAGE FUNERAL SERVICES OF IDAHO, INC.

                            CARRIAGE PARTNERS PLAN
                          FOR NORTHWESTERN IDAHO AND
                              EASTERN WASHINGTON


                               *  *  *  *  *  *


            CARRIAGE FUNERAL SERVICES OF IDAHO, INC., an Idaho corporation (the
"Company"), hereby establishes its Carriage Partners Plan for Northwestern Idaho
and Eastern Washington (the "Plan"), effective April 1, 1996, 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, 2002
      and ending on December 31, 2005.

            1.3 "Fair Market Value" of a share of Parent's Common Stock means
      (i) when such Common Stock is traded on a national securities exchange or
      over the counter, the average trading price of a share of Common Stock for
      the ten trading days of the Common Stock preceding the date of delivery of
      the Company's notice under Section 4.2 below, or (ii) if the Common Stock
      is not so traded on such date, then the option exercise price provided
      under the most recent options granted by Parent under its Stock Incentive
      Plan. For purposes of clause (i) above, the "trading price" means, on any
      trading day for the Common Stock, (x) if the Common Stock is traded on a
      national securities exchange on such trading day, then the closing price
      on such trading day as reelected in the consolidated trading tables of the
      WALL STREET JOURNAL or any other appropriate publication, (y) if the
      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
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      as reported in such publication or, if not so published, then as reported
      by NASDAQ, or (z) if the 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.

            1.4 "Fiscal Year" means the Company's fiscal year for accounting and
      tax purposes, which initially is the calendar year.

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

            1.6 "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.

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

            1.8 "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 and deliver to the
      Company a Plan Adoption Agreement substantially in the form of Exhibit A
      attached hereto.

            1.9 "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.

            1.10 "Target Operations" means all funeral homes and cemeteries that
      are acquired by the Company and its Affiliates
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      within the Territory during the Term of this Plan, but specifically
      excluding the Merchant Funeral Home located at 1000 7th Street in
      Clarkston, Asotin County, Washington, the Richardson-Brown Funeral Home
      located at 750 Columbia Street in Pomeroy, Garfield County, Washington,
      the Mountain View Funeral Home located at 7th and Cedar in Lewiston, Nez
      Perce County, Idaho, and the Coeur d'Alene Memorial Chapel located at 7315
      No Government Way in Coeur d'Alene, Kootenai County, Idaho, the Coeur
      d'Alene Memorial Gardens Cemetery located at 7315 No Government Way in
      Coeur d'Alene, Kootenai County, Idaho and the Lewis Clark Memorial Park
      Cemetery located at 7th and Cedar in Lewiston, Nez Perce County, Idaho
      (including any successor names) (the "Excluded Locations").

            1.11 "Territory" means the State of Idaho and a 50 mile radius of
      each Excluded Location.

            1.12 "Term of this Plan" means the period beginning on March __,
      1996 and ending on December 31, 2005.

                                   Article 2

                            INCENTIVE PARTICIPATION

            2.1 If, during the Term of this Plan, the Company or an Affiliate
acquires one or more funeral homes or cemeteries that are located within the
Territory, 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 or for a group
of related funeral home and cemetery operations. At or within 30 days following
the close 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 o(pound) 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 number of the Participants) 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 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.
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            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.

            3.4 Payment under this Plan shall be by check or money order. The
Company shall have the right to deduct from any
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incentive payment under Article 2 (i) any federal, state or local taxes required
by law to be withheld with respect to such payments, and (ii) any other amounts
specifically authorized to be withheld or deducted by a Participant.

                                   Article 4

                             TERM AND TERMINATION

            4.1 Each Participant's entitlement to participate in this Plan shall
terminate upon 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. Upon any
such termination, the points allocated to such Participant shall thereupon be
cancelled.

            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 for payments in respect of the immediately
preceding Fiscal Year and under this Section 4.2). Such payment under this
Section 4.2 shall be payable, at the option of each Participant (as shall be
specified in the notice of the Majority in Interest), either (i) in cash, or
(ii) by the issuance of shares of Common Stock, $.01 par value, of Parent, based
upon the Fair Market Value of a share of Common Stock. 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.

            4.3 The sum of all payments over the term of this Plan under Section
2.3 and 4.2 hereof shall not be less than $300,000 in the aggregate as to all
Participants. If the sum of all such
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payments calculated under said Sections 2.3 and 4.2 proves to be less than
$300,000, then the Company shall pay the difference to the Participants in the
manner specified in Section 3.4 within 90 days after termination of this Plan.

                                   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
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.
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            DATE OF ADOPTION:       Effective April 1st, 1996.

                                    CARRIAGE FUNERAL SERVICES OF IDAHO, INC.

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