
                                                                   EXHIBIT 10.24

                 CARRIAGE FUNERAL SERVICES OF CALIFORNIA, INC.

                            CARRIAGE PARTNERS PLAN
                                FOR CALIFORNIA

                               *  *  *  *  *  *

            CARRIAGE FUNERAL SERVICES OF CALIFORNIA, INC., a California
corporation (the "Company"), hereby establishes its Carriage Partners Plan for
California (the "Plan"), effective January 7, 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, 2004
      and ending on December 31, 2006.

            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 and deliver to 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
      includes all funeral home and cemetery operations
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      which, upon establishment of this Plan, are owned and operated by Wilson &
      Kratzer Mortuaries and Rolling Hills Memorial
      Park, both California corporations.

            1.12 "Territory" means the State of California. The Territory shall
      be exclusive to this Plan, and during the term hereof the Company shall
      not adopt a conflicting Carriage Partners Plan covering all or any portion
      of the same Territory. The foregoing shall not prevent the Company or its
      Affiliates from entering into other incentive-based agreements and
      arrangements which may include areas within the Territory, nor shall the
      foregoing be interpreted to remove from the Company's Board of Directors
      its discretion as to which funeral homes and cemeteries are to be included
      as "Target Operations" hereunder.

            1.13 "Term of this Plan" means the period beginning on January 7,
      1997 and ending on December 31, 2006.

                                   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
<PAGE>
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.

            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.
<PAGE>
            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 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 or any combination
thereof 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 the death of such Participant, provided, however, that (i) if a
Participant dies during any Fiscal Year, provided that at least six (6) months
shall have elapsed during such Fiscal Year, then any payments to such
Participant during such Fiscal Year shall be prorated through the date of death,
and (ii) if a Participant dies after the last day of a Fiscal Year but before
the date of any payment under Article 2 in
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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 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
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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.

            DATE OF ADOPTION:       Effective January 7, 1997.


                                    CARRIAGE FUNERAL SERVICES OF
                                    CALIFORNIA, INC.

                                    By: /s/ MELVIN C. PAYNE
                                       MELVIN C. PAYNE,
                                       Chief Executive Officer
