Amendment to the Standard Pacific Corp. Deferred Compensation Plan



 Exhibit 10.1 
 AMENDMENT TO THE 
 STANDARD PACIFIC CORP. 
 DEFERRED COMPENSATION PLAN 
 Standard Pacific Corp., a Delaware corporation (the
“Company”), established the Standard Pacific Corp. Deferred Compensation Plan (the “Plan”) for the benefit of certain of its employees and the employees of its subsidiaries, effective as of February 1, 2002.

 The Company has reserved the right to amend or terminate the Plan. The Board of Directors of the Company has appointed a Special Committee
of the Board of Directors and delegated to the Special Committee the authority to amend or terminate the Plan. 
 The Special Committee
desires to partially terminate the Plan and to amend the Plan to provide for special lump sum distributions to certain Participants (as defined in the Plan). 
 Effective as of December 12, 2007, the Plan is hereby amended as follows: 
 1. Section I(d) of the Plan
is hereby amended to read as follows: “(d) Board means the Board of Directors of the Company.” 
 2. Section I of the Plan is
hereby amended to add the following new subsection (w) at the end thereof: “(w) Company means Standard Pacific Corp., a Delaware corporation.” 
 3. The last sentence of Section VI(j) of the Plan is hereby amended to read in its entirety as follows: “This Section VI(j) shall not apply to any distribution made on account of a Change in Control or any
distribution made under Section VI(k).” 
 4. Section VI of the Plan is hereby amended to add the following new subsection (k) at
the end thereof: 
 (k) Special Lump Sum Distributions. 
 (i) Notwithstanding Sections VI(a), (b), (c), (d), (e), (h) and (j), and except as otherwise provided in paragraphs (ii) and
(iii), the Accounts of each Participant who is employed by the Employer as of December 31, 2007 shall be paid in a lump sum payment in cash on January 1, 2008 (or within ten (10) days thereafter). 
 (ii) Paragraph (i) shall not apply to a Participant’s Accounts (or portions thereof) that are distributable under the preceding
subsections of Section VI prior to January 1, 2008. 
 (iii) Paragraph (i) shall not apply to a Participant if such
Participant attained age 62 on or before December 31, 2007, or such Participant has completed twenty (20) or more years of continuous service with the Employer as of December 31, 2007. 







 5. Section IX of the Plan is hereby amended to read in its entirety as follows: 
 IX. Amendment: 
 (a) Right to Amend. The Company, by written instrument executed by the Company, shall have the right to amend the Plan, at any time and with respect to any provisions hereof, and all parties hereto or claiming any interest hereunder
shall be bound by such amendment; provided, however, that no such amendment shall deprive a Participant or a Beneficiary of a right accrued hereunder prior to the date of the amendment. 
 (b) Amendment to Ensure Proper Characterization of Plan. Notwithstanding the provisions of Section IX(a), the Plan may be amended
by the Company at any time, retroactively if required, in the opinion of the Company, in order to ensure that the Plan is characterized as a top-hat plan of deferred compensation maintained for a select group of management or highly compensated
employees as described under ERISA Sections 201(2), 301(a)(1), and 401(a)(1) and to conform the Plan to the provisions and requirements of any applicable law (including ERISA and the Code). No such amendment shall be considered prejudicial to any
interest of a Participant or Beneficiary hereunder. 
 6. Section X(a) of the Plan is hereby amended to read in its entirety as follows:

 (a) The Company’s Right to Terminate or Suspend the Plan. The Company reserves the right, at any time, to
terminate the Plan and/or its obligation to make further credits to Accounts. The Company also reserves the right, at any time, to suspend the operation of the Plan for a fixed or indeterminate period of time. 
 7. The last sentence of Section X(d) of the Plan is hereby amended to read in its entirety as follows: 
 Upon the effective date of any such event, notwithstanding any other provision of the Plan, (i) no persons who were not thereto Participants shall be
eligible to become Participants, and (ii) the value of the interest of all affected Participants and Beneficiaries shall be determined and paid to them in a lump sum as soon as is practicable after such termination; provided, however, that the
Accounts (and portions thereof) subject to Section VI(k) shall be distributed in accordance therewith. 
 8. The Plan shall be partially
terminated effective as of January 1, 2008 and such partial termination shall apply to the Accounts (and portions thereof) subject to distribution under Section VI(k). 
  

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 9. The Plan, as amended herein, shall remain in full force and effect. 
 Executed at Irvine, California on December 14, 2007. 
  


			
	STANDARD PACIFIC CORP.
		
	By	 	/s/ Andrew H. Parnes
		
	Name	 	Andrew H. Parnes
		
	Title	 	Executive Vice President and Chief Financial Officer


  

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