Summary of CARRIAGE SERVICES INC

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

(e) Compensatory Arrangements of Certain Officers On January 29, 2009, the Compensation Committee of the Board of Directors of Carriage Services, Inc. (the "Company"), approved the following awards to officers of the Company pursuant to the 2006 Long-Term Incentive Plan and under the terms of the Performance Unit Award Agreement (the "Agreement") attached in Exhibit 10.1 for the performance period beginning January 1, 2009 and ending December 31, 2011:

                                            UNITS AWARDED
                                      Performance Period Ending:
                 OFFICER/Grantee          December 31, 2011
                 Melvin C. Payne                          300,000
                 J. Bradley Green                          70,000
                 George J. Klug                            70,000
                 Terry E. Sanford                         100,000
                 Kevin P. Musico                           70,000
                 Jay D. Dodds                             100,000
                 Katie S. Leahy                            70,000
                 Shawn R. Phillips                         70,000

The awards provide the officers the opportunity to earn a cash payment at the end of the performance period based on the change in the market price of the common stock of the Company during the performance period compared to the total shareholder return of the companies constituting the Russell Microcap Index during the performance period and compared with the total shareholder return achieved by a peer group consisting of Service Corporation International and Stewart Enterprises, Inc, during the performance period. Each unit has a value of $1.00. The cash payment can range from 0% to 150% of the units awarded multiplied by the unit value.
The Agreements for each officer are identical to the form and content of the Agreement in Exhibit 10.1 except for the number of performance units awarded, indicated above.