Form of The Key Employee Restricted Phantom Unit Agreement

EXHIBIT 10.2

KEY EMPLOYEE RESTRICTED PHANTOM UNIT AGREEMENT

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

This Key Employee 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 key employee of the Company or its Affiliates (the " Participant" ).

BACKGROUND: In order to make certain awards to key employees, directors and consultants of the Company and its Affiliates, the Company maintains on behalf of the Partnership 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, an award (the " Award" ) of Restricted Phantom Units (also called " 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. All references to Section 5.8 of the Partnership Agreement, and the initially capitalized terms and phrases used in connection with such references, but not otherwise defined herein or in the Plan, shall have the respective meanings ascribed to them in the First Amended and Restated Agreement of Limited Partnership of StoneMor Partners L.P., dated as of September 20, 2004, as it may be amended, or amended and restated, from time to time, or the corresponding clauses thereof.

NOW, THEREFORE, the Company, acting on behalf of the Partnership, and the Participant, each intending to be legally bound hereby, agree as follows:

ARTICLE 1

AWARD OF PHANTOM UNITS

1.1 Grant of Restricted Phantom Units and Vesting . The Participant is hereby granted the following Restricted Phantom Units under the Plan and the following terms shall have the following respective meanings as used hereafter in this Agreement:

Date of Grant November 8, 2006

Total Number of Time Vested Units

Total Number of Performance Vested Units

The term " Total Number of Restricted Phantom Units" , as used herein, refers to the sum of total number of Time Vested Units plus the total number of Performance Vested Units.

Time Vested Units vest at a percentage rate which is the equal to the smaller of the following clauses (a) or (b): (a) the percentage of Time Vested Units equal to the percentage of Outstanding Subordinated Units which have converted into Common Units on a one-for-one basis pursuant to Section 5.8 of the Partnership Agreement or (b) the percentage rate which is equal to a fraction the numerator of which is the number of months which have elapsed since September 20, 2004 and the denominator of which is 48, it being understood that 52.08% (25 divided by 48) is the applicable percentage on the Date of Grant under this clause (b). For example, if on the second Business Day following November 14, 2007, 25% of the Outstanding Subordinating Units have automatically converted into Common Units pursuant to Section 5.8 of the Partnership Agreement, 25% of the Time Vested Units shall vest (assuming the Participant is then still employed by the Company or its Affiliates), since this is the smaller of clauses (a) or (b).

Performance Vested Units vest at a percentage rate which is the equal to the percentage of Outstanding Subordinated Units which have converted into Common Units on a one-for-one basis pursuant to Section 5.8 of the Partnership Agreement.

All of the Phantom Units shall automatically vest upon a Change of Control (as defined in the Plan), notwithstanding that the Phantom Units have not otherwise vested under the two immediately preceding paragraphs, provided that, at the time of the Change of Control the Participant is then employed by the Company or any of its Affiliates.

Notwithstanding anything to the contrary contained herein, Phantom Units shall not vest until the Company is able to issue freely tradable Common Units to the Participant in compliance with all applicable foreign, federal and state securities laws, except that this provision shall not apply in the event of a Change of Control (as defined in the Plan).

Upon the vesting or distribution with respect to Phantom Units (or the payment of cash in lieu of distribution, at the Company' s option), the Participant is responsible for paying all applicable foreign, federal, state and local taxes, as more fully provided in Section 2.3 hereof.

All vesting of Phantom Units hereunder is subject to the forfeiture provisions of Section 1.5 hereof. The term " permanent disability" , as used in Section 1.5, shall refer to a " disability" as defined in Proposed Regulation 1.409A-3(g)(4)(i) and any successor guidance under the Code). All decisions as to whether Phantom Units have fully vested or as to whether a Participant has suffered a " permanent disability" shall be made by the Committee and its decision shall be final, binding and conclusive in the absence of clear and convincing evidence that such decision was not made in good faith.

1.2 Phantom Unit Account The Company shall maintain a Phantom Unit Account for each Participant to which shall be credited the Total Number of Phantom Restricted Units and any additional distribution equivalent rights as provided in Section 1.3 hereof.

1.3 No Rights as Holder of Common Units . The Participant is not entitled to the rights of a holder of Common Units (including, but not limited to, the right to receive distributions on Common Units) until the Common Units have been distributed to the Participant with respect to fully vested Phantom Units.

1.4 Distributions With Respect to Fully Vested Phantom Units . (a) No distributions shall be made to Participants from or with respect to the Phantom Unit Account except to the extent that Phantom Units have fully vested and only to the extent of t ...