Form of The Director Restricted Phantom Unit Agreement

EXHIBIT 10.1

DIRECTOR RESTRICTED PHANTOM UNIT AGREEMENT

UNDER THE STONEMOR PARTNERS L.P. LONG-TERM INCENTIVE PLAN

This Director Restricted Phantom Unit Agreement (the " Agreement" ) entered into as of November 8, 2006 (the " Agreement Date" ), by and between StoneMor GP LLC (the " Company" ), the general partner of and acting on behalf of StoneMor Partners L.P., a Delaware limited partnership (the " Partnership" ) and , a director of the Company (the " Participant" ).

BACKGROUND:

In order to make certain awards to key employees, directors and consultants of the Company and its Affiliates, the Company maintains the StoneMor Partners L.P. Long-Term Incentive Plan (the " Plan" ). The Plan is administered by the Compensation Committee (the " Committee" ) of the Board of Directors (" Board" ) of the Company. The Committee has determined to grant to the Participant, pursuant to the terms and conditions of the Plan, a one-time award (the " Award" ) of Phantom Units, representing notional limited partner interests in StoneMor Partners L.P. (the " Partnership" ). The Participant has determined to accept such Award. Any initially capitalized terms and phrases used in this Agreement, but not otherwise defined herein, shall have the respective meanings ascribed to them in the Plan. This document is intended to formalize a prior agreement made with the Participant in connection with the Participant' s service as a director.

NOW, THEREFORE, the Company and the Participant, each intending to be legally bound hereby, agree as follows:

ARTICLE 1

AWARD OF PHANTOM UNITS

1.1 Award : The Participant is hereby awarded 3,000 Phantom Units under the Plan. 1.2 Mandatory Deferred Compensation Account . The Phantom Units shall be credited to a Mandatory Deferred Compensation Account established by the Company for the Participant, which account may include any Mandatory Deferred Compensation Account previously created for the Participant.

1.3 Crediting Distribution Equivalent Rights (" DERs" ) . For each Phantom Unit in the Participant' s Mandatory Deferred Compensation Account, the Company shall credit such account, solely in Phantom Units (or fractions thereof), with an amount, in respect of DERs, equal to the cash distributions paid on a Unit. The crediting shall occur as of the date on which such cash distributions on the Common Units of the Partnership are paid. The number of Phantom Units (or fractions thereof) to be credited to the Participant' s Mandatory Deferred Compensation Account shall be calculated by dividing the dollar amount of the DERs by the closing price for the Common Units of the Partnership as published in The Wall Street Journal or in Yahoo Finance for the trading day immediately prior to the day on which the cash distribution is paid on the Units. Any fractional Phantom Unit created by DERs or otherwise shall likewise

be entitled to further DERs equal to cash distributions paid on Common Units of the Partnership multiplied by such fractional Phantom Unit. The Company will establish a bookkeeping method to account for DERs to be credited to the Participant' s Mandatory Deferred Compensation Account. DERs shall cease to be credited to the Participant' s Mandatory Deferred Compensation Account from and after any of the events specified in Section 1.4 hereof, except to the extent that any balance remains in the Participant' s Mandatory Deferred Compensation Account after such event. DERs shall not bear interest.

1.4 Time of Payment . All payments to the Participant of the Participant' s Mandatory Deferred Compensation Account shall commence as soon as administratively feasible on the earliest date on which distributions may be made pursuant to Section 409A(2) of the Code and the rules and regulations adopted thereunder if any of the following events occur, but not before any of the following events have occurred:

(1) separation of the Participant from service as a Director; or

(2) disability (as determined by the Committee) of the Participant; or (3) an unforeseeable emergency with respect to the Participant, but subject to the limitations under Section 409A of the Code and the rules and regulations adopted thereunder as to any amount which may be paid; or

(4) a " Change of Control" of the Partnership or Company, as defined in the Plan, but subject to any further limitations under Section 409A of the Code and the rules and regulations adopted thereunder; or (5) death of the Participant. Upon the death of a Participant prior to the full payment of all amounts credited to the Participant' s Mandatory Deferred Compensation Account, the balance of such Mandatory Deferred Compensation Account shall be paid in accordance with Sections 1.5 and 1.6.

No payment of the Mandatory Deferred Compensation Account shall be made to the Participant prior to the occurrence of any of the preceding events and only to the extent permitted under Section 409A(2) of the Code.

1.5 Method of Payment .

(a) All payments for Phantom Units (or fractions thereof) credited to the Participant' s Mandatory Deferred Compensation Account shall be made in Common Units of the Partnership, except as the Company, at its option, otherwise elects as provided in Section 1.5(b) hereof. The number of Common Units of the Partnership paid shall be equal to the number of whole Phantom Units in the Participant' s Mandatory Deferred Compensation Account. For this purpose, any fractional Phantom Units in such Account shall be combined to equal whole Phantom Units to the extent possible. If after such combination there is any remaining fractional Phantom Unit, such remaining fractional Phantom Unit shall be distributed as an amount of cash equal to the product of multiplying such fractional Phantom Unit by the closing price for Common Units of the Partnership as published in The Wall Street Journal or in Yahoo Finance for the trading day immediately prior to the payment date.
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