INCENTIVE STOCK OPTION AGREEMENT UNDER CARRIAGE SERVICES, INC. SECOND AMENDED AND RESTATED 2006 LONG-TERM INCENTIVE PLAN

THIS INCENTIVE STOCK OPTION AGREEMENT (this “Agreement”) evidences the grant by CARRIAGE SERVICES, INC., a Delaware corporation (the “Company”), of an option (the “Option”) to purchase the number of shares of common stock, $.01 par value (“Common Stock”), of the Company specified below, to the Participant whose name appears below and who has evidenced his or her acceptance hereof by signing at the bottom of this Agreement. The Option is intended to be an incentive stock option within the meaning of Section 422 of the Internal Revenue Code, although the Company makes no representation or guarantee that the Option will qualify as an incentive stock option. The term of the Option shall be for the number of years indicated below, commencing on the date of grant set forth below opposite the Company's signature (the “Grant Date”), and for the number of shares and at the exercise price shown below, subject to adjustment as provided in Section 4.2 of the Carriage Services, Inc. Second Amended and Restated 2006 Long-Term Incentive Plan (the “Plan”). The Option shall be subject to the vesting schedule set forth below.

The terms and conditions of this Agreement are subject to the terms and provisions of the Plan, as amended, of which the Participant acknowledges receiving a copy.

THE UNDERSIGNED PARTICIPANT, by his or her execution below, hereby (i) accepts the grant of the Option on the terms set forth above, (ii) agrees to be bound by all of the terms and conditions of the Carriage Services, Inc. Second Amended and Restated 2006 Long-Term Incentive Plan, a copy of which the Participant acknowledges having received, read and reviewed (together with any counsel or advisors of the Participant's choice), and (iii) understands all of the legal, tax and other consequences hereof and thereof.