EXHIBIT 10.1
  
    Separation and Related Matters
    Existing Employment Agreement




---



##### 



Compensation and Benefits
   1.
    
    You shall receive the aggregate amount of $1,000,000 during the
Consultancy/Non-Competition Period. A portion of this amount shall be paid to
you in bi-weekly installments, in accordance with Suburbans general payroll
practices beginning with the first regular payroll date following the
Separation Time, but which in no event shall be later than March 15, 2010. The
remainder portion of this amount shall be paid to you in bi-weekly equal
installments beginning with the first regular payroll date following March 15,
2010 and ending on the last day of the Consultancy/Non-Competition Period.
 2.
    
    You will receive full cash payments, if and to the extent
earned, without pro-ration, (A) of the bonus target earned under Suburbans
Fiscal 2009 Incentive Plan at the same percentage as that earned under said
plan by other senior management of Suburban (which earned bonus target would,
for example, be $495,000 if 110% of bonus target is earned), and (B) for the
2007, 2008 and 2009 Measurement Periods under the Long Term Incentive Program
II (as adopted effective October 1, 2002) (the LTIP) based on your previously
established Target Grants of 4,007 Phantom Units for 2007, 2,989 Phantom Units
for 2008 and 3,752 Phantom Units for 2009, such payments to be made (if and to
the extent earned) in accordance with the terms and conditions of the LTIP.
Terms used but not defined in this clause (ii) shall have the meanings ascribed
to them in the LTIP.
  2




---



##### 



3.
    
    In accordance with Section 5.5 of the Suburban Propane Company
Supplemental Executive Retirement Plan, your benefit age will be adjusted to
age 55 effective as of the Separation Time allowing your benefits under such
plan to vest. Said vested benefits, which are valued at approximately $450,000,
will be payable to you, in one lump-sum, within thirty (30) days following the
Separation Time.
 4.
    
    You shall be entitled to receive income tax preparation
services provided and paid for by Suburban for the tax years ending December
31, 2009, 2010 and 2011.
 5.
    
    During the Consultancy/Non-Competition Period, Suburban will
continue to make payments on and insure the vehicle currently leased by
Suburban on your behalf.
 6.
    
    During the Consultancy/Non-Competition Period, Suburban will
continue to purchase, on your behalf supplemental life insurance coverage,
payable to your designated beneficiary at your level of participation at the
Separation Time.
 7.
    
    During the Consultancy/Non-Competition Period, Suburban will
continue to pay for your annual physical examinations.
 8.
    
    Your participation in the Suburban Propane Retirement Savings
and Investment Plan shall cease at the Separation Time and neither you nor
Suburban shall be entitled to make any further contributions; provided,
however, that Suburban shall make a matching payment of $14,700 in respect of
the fiscal year ending on September 26, 2009 at such time as all other matching
payments are made for such year in accordance with the terms of the Suburban
Propane Retirement Savings and Investment Plan.
 9.
    
    During the Consultancy/Non-Competition Period, you shall be
eligible to continue medical and dental benefits coverage for you and your
eligible dependents at a level comparable to the level of coverage that was
provided to you and your eligible dependents under the Suburban group medical
and dental benefit plans as of the Separation Time. You shall be required to
pay the full cost of such coverage during the period you elect to be covered.
Notwithstanding the foregoing, Suburban shall pay you an amount in cash on a
monthly basis equal to the full premium cost of the elected coverage including
an additional amount such that after the payment of all applicable federal,
state and local taxes, you shall retain an amount equal to the actual cost of
the elected medical and dental coverage. Should you become covered under
another employers medical/dental plan during the Consultancy/Non-Competition
Period, you must immediately so notify Suburban, at which time, after a 31-day
grace period, Suburbans obligations under this paragraph shall cease and be of
no further force or effect.
 10.
    
    In the event of a change of control (within the meaning of
Treasury Regulations Section 1.409A-3(i)(5)) during the
Consultancy/Non-Competition Period, your obligation to provide consulting
services pursuant to Section 4 will end (with immediate effect and without any
further action of the parties) and you will be entitled to (A) the immediate
payment of any remaining monies due to you pursuant to clause (i) of this
Section 3 and (B) any payments that are due under Section 6.2 of the LTIP.
  3




---



##### 



Consulting Services
 General Release
    4




---



##### 



Covenant Not to Sue
 Non-Competition; Confidential Information
 Non-Competition
     5




---



##### 



Proprietary Information
  Suburbans Remedies for Breach
  Enforceability
   6




---



##### 



Cooperation
 Non-Disparagement
 Public Disclosure
 No Admission
 Opportunity to Consult Counsel; Construction
 Miscellaneous
  7




---



##### 



Notices
  
  
  Enforceability
 Withholding Taxes
 Non-Waiver
 Entire Agreement
 Successors; Binding Effect; Assignment
  8




---



##### 



Arbitration
 Counterparts
 Revocation Notice
 Delay in Payments Required by Section 409A of the Code
 Installments as Separate Payment
  9




---



##### 



Payments for Reimbursements and In-Kind Benefits
  SUBURBAN PROPANE PARTNERS, L.P.By:
    /s/ HAROLD R. LOGAN, JR.Harold R. Logan, Jr.Title:
    Chairman of the Board of Supervisors   /s/ MARK A. ALEXANDERMark A. Alexander
  10




---



##### 



[FORM OF SUPPLEMENTAL RELEASE]
  
      11




---



##### 



SUBURBAN PROPANE PARTNERS, L.P.By:Harold R. Logan, Jr.
Title:      Chairman of the Board of Supervisors   Mark A. Alexander
  12