EXHIBIT 10.2
 AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
 Partnership Executive
       1. Term
 Renewal Date Employment Term Section 5 Non-Renewal Notice Section 6
 2. Duties and Status
 Duties Board
 Exclusive Employment




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3. Compensation and Benefits
  Salary Base Salary
 Bonuses Annual Bonus th
 Long-Term Incentive Compensation Programs
 Vacation
 Reimbursement of Expenses
 Benefits
 Company Car




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4. Non-Competition; Confidential Information
  Non-Competition; Non-Solicitation
    Proprietary Information




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Partnerships Remedies for Breach
 Enforceability
 5. Termination of Employment
 Death or Disability
 Cause
 Good Reason




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Termination without Cause
 Non-Renewal
 Notice of Termination
 Date of Termination
 6. Payment Upon Termination
 Change of Control provided however




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Good Reason, Termination without Cause provided however
  Timing of Payments
 th
  Excise Taxes




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Dispute
 Excess Payment Underpayment




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Certain Definitions
    provided, however,




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Mitigation
 Waiver and Release Exhibit A within 45 days from Date of Termination
 7. Compliance with Other Agreements by Executive




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8. Miscellaneous
   If to the Executive
 
 If to the Partnership




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Business Day
   9. Code Section 409A




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provided,
however
  SUBURBAN PROPANE, L.P.By:
    /s/ MARK A ALEXANDERName:
    Mark A. AlexanderChief Executive Officer/s/ MICHAEL J. DUNN, JR.Michael J. Dunn, Jr.




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EXHIBIT A
 RELEASE AND WAIVER OF ALL CLAIMS
 RELEASE
 THIS IS A RELEASE AND WAIVER OF CLAIMS    7
 
 
   IN EXCHANGE
 a.
    
    Title VII of the Civil Rights Act of 1964, as amended;b.
    
    Civil Rights Act of 1991;c.
    
    Americans with Disabilities Act;d.
    
    Equal Pay Act of 1963;e.
    
    Family and Medical Leave Act of 1993;f.
    
    Age Discrimination in Employment Act;g.
    
    Older Workers Benefit Protection Act;h.
    
    Worker Adjustment and Retraining Notification Act;i.
    
    Employee Retirement Income Security Act of 1974;




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j.
    
    Occupational Safety and Health Act of 1970;k.
    
    Fair Labor Standards Act;l.
    
    Consumer Credit Protection Act, Title III;m.
    
    New Jersey Law Against Discrimination;n.
    
    New Jersey Conscientious Employee Protection Act;o.
    
    . New Jersey Worker and Community Fight to Know Act;p.
    
    New Jersey Family Leave Act;q.
    
    New Jersey Worker Health and Safety Act;r.
    
    New Jersey Civil Rights Act;s.
    
    any comparable state laws which may apply;t.
    
    any state or federal whistleblower statutes; oru.
    
    any claim for severance pay, bonus, salary; Suburban stock, sick
leave, holiday pay, vacation pay, life insurance, health or medical
insurance or any other fringe benefit, workers compensation or
disability except as may otherwise be provided in this Agreement.
 IN FURTHER CONSIDERATION FOR THE PAYMENTS SET FORTH ABOVE
 THE EXECUTIVE
 THE EXECUTIVE
 THE EXECUTIVE




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THE EXECUTIVE
 THE EXECUTIVE
 SUBURBAN AND THE EXECUTIVE
 THE EXECUTIVE
 THE EXECUTIVE
 THE EXECUTIVE
 IF ONE OR MORE




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PLEASE READ CAREFULLY.
 IN WITLESS WHEREOF
 Suburban Propane, I.P.By:Title:
    
    
    
    
    
    Date:Executive Name (Print)Date:Executive Signature