rrd131417_148002.html

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JqSZV+nSw8gUSkHiZ9nMhJ98T9rJAVULWSzCnBEzMq6WeM4VhLTWvpcN/+BsaTk7 eTywZzaxC/xjFS+DLeCMRw== 0001181431-07-015750.txt : 20070301 0001181431-07-015750.hdr.sgml : 20070301 20070301140017 ACCESSION NUMBER: 0001181431-07-015750 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070214 FILED AS OF DATE: 20070301 DATE AS OF CHANGE: 20070301 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: STONEMOR PARTNERS LP CENTRAL INDEX KEY: 0001286131 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200] IRS NUMBER: 800103159 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 155 RITTENHOUSE CIRCLE CITY: BRISTOL STATE: PA ZIP: 19007 BUSINESS PHONE: 2158262800 MAIL ADDRESS: STREET 1: 155 RITTENHOUSE CIRCLE CITY: BRISTOL STATE: PA ZIP: 19007 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CARVER HOWARD L CENTRAL INDEX KEY: 0001274929 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-50910 FILM NUMBER: 07662168 BUSINESS ADDRESS: STREET 1: ONE CHASE MANHATTAN PLAZA STREET 2: 41TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10005 BUSINESS PHONE: 2128597000 4 1 rrd149120.xml DERS AND RESTRICTED PHANTOM UNITS X0202 4 2007-02-14 0 0001286131 STONEMOR PARTNERS LP STON 0001274929 CARVER HOWARD L C/O STONEMOR PARTNERS L.P. 155 RITTENHOUSE CIRCLE BRISTOL PA 19007 1 0 0 0 Distribution Equivalent Rights 2007-02-14 4 A 0 71.5365 0 A common units 71.5365 3847.2344 D Restricted Phantom Units 2007-02-27 4 A 0 119.5943 26.13 A common units 119.5943 3966.8287 D The distribution equivalent rights accrue on restricted phantom units representing limited partner interests and become payable, in cash or common units, at the election of the issuer, upon the separation of the reporting person from service as a director or upon the occurrence of certain other events specified in Section 409A of the Internal Revenue Code of 1986, as amended. Each distribution equivalent right is the economic equivalent of one common unit representing limited partner interests. See Footnote 1. See Footnote 1. Each restricted phantom unit representing limited partner interests is the economic equivalent of one common unit representing limited partner interests. Restricted phantom units become payable, in cash or common units, at the election of the issuer, upon the separation of the reporting person from service as a director or upon the occurrence of certain other events specified in Section 409A of the Internal Revenue Code of 1986, as amended. See Footnote 4. See Footnote 4. The filing of this statement shall not be construed as an admission (a) that the person filing this statement is, for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the beneficial owner of any equity securities covered by this statement, or (b) that this statement is legally required to be filed by such person. /s/ Shirley Herman, Attorney-in-Fact 2007-03-01 EX-24. 2 rrd131417_148002.htm POWER OF ATTORNEY rrd131417_148002.html

POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and appoints Shirley Herman the undersigned's true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of StoneMor GP LLC, the general partner (the "General Partner") of StoneMor Partners L.P. (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;
(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.
The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the General Partner or the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 14th day of November, 2006.

/s/ Howard Carver
Signature

Howard Carver
Print name of Director or Officer



109495.00100/11605426v.1

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