0001193125-12-341003 Sample Contracts

SUPPLEMENTAL INDENTURE
Supplemental Indenture • August 7th, 2012 • Carriage Services Inc • Services-personal services • New York

THIS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), is dated as of August 2, 2007, among Cloverdale Park, Inc., an Idaho corporation (the “New Guarantor”), and a subsidiary of Carriage Services, Inc., a Delaware corporation (the “Company”), the existing Guarantors (as defined in the Indenture referred to herein), and Wells Fargo Bank, National Association, as trustee under the Indenture referred to herein (the “Trustee”). The New Guarantor and the existing Guarantors are sometimes referred to collectively herein as the “Guarantors,” or individually as a “Guarantor.”

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THIRD SUPPLEMENTAL INDENTURE TO BE DELIVERED BY FUTURE GUARANTORS
Indenture • August 7th, 2012 • Carriage Services Inc • Services-personal services • New York

THIS THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), is dated as of May 7, 2012 among Carriage Merger V, Inc., Carriage Merger VI, Inc., Carriage Merger VII, Inc., Carriage Merger VIII, Inc., Carriage Merger IX, Inc., and Carriage Merger X, Inc. (the “New Guarantors”), each a subsidiary of Carriage Services, Inc., a Delaware corporation (the “Company”), the existing Guarantors (as defined in the Indenture referred to herein), and Wells Fargo Bank, National Association, as trustee under the Indenture referred to herein (the “Trustee”). The New Guarantors and the existing Guarantors are sometimes referred to collectively herein as the “Guarantors,” or individually as a “Guarantor.”

SUPPLEMENTAL INDENTURE
Supplemental Indenture • August 7th, 2012 • Carriage Services Inc • Services-personal services • New York

THIS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), is dated as of December 13, 2007, among Cataudella Funeral Home, Inc., a Massachusetts corporation (the “New Guarantor”), a subsidiary of Carriage Services, Inc., a Delaware corporation (the “Company”), the existing Guarantors (as defined in the Indenture referred to herein), and Wells Fargo Bank, National Association, as trustee under the Indenture referred to herein (the “Trustee”). The New Guarantor and the existing Guarantors are sometimes referred to collectively herein as the “Guarantors,” or individually as a “Guarantor.”

CARRIAGE SERVICES, INC. SECOND AMENDED AND RESTATED PERFORMANCE-BASED STOCK AWARD AGREEMENT
Stock Award Agreement • August 7th, 2012 • Carriage Services Inc • Services-personal services • Texas

This Performance-Based Stock Award Agreement (this “Agreement”) is made and entered into as of , 20 (the “Grant Date”) by and between Carriage Services, Inc. (the “Company”) and (the “Director”).

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