Exhibit
10.27


BEAZER
HOMES USA, INC.
 2008
DEFERRED COMPENSATION PLAN
 (Amended
and Restated Effective January 1, 2008)
   WHEREAS,
the Company has set forth its desire to establish this Deferred Compensation
Plan for a select group of management or highly compensated employees;
and
  WHEREAS,
the Company desires to amend and restate this Plan in order to comply with
Section 409A of the Internal Revenue Code of 1986, as amended (the
“Code”);
  NOW,
THEREFORE, as of the effective date set forth herein, this Plan is hereby
amended and restated in its entirety to read as follows, provided that (i) no
provision of this Plan shall cause the loss of grandfathering treatment under
Code section 409A for any amounts that are attributable to compensation that was
vested and deferred on or before December 31, 2004, and (ii) the Company shall
have complete discretion to interpret and construe the Plan and any associated
documents in any manner that establishes an exemption from or otherwise conforms
to the requirements of Section 409A.
  ARTICLE
I
  DEFINITIONS
  1.1           Definitions.
  Whenever
the following words and phrases are used in this Plan, with the first letter
capitalized, they shall have the meanings specified below.
  (a)           "Account"
or "Accounts" shall mean all of such accounts as are specifically authorized for
inclusion in this Plan.
  (b)           "Base
Salary" shall mean a Participant's annual base salary, including Severance Pay
and refunded 401(k) contributions, but excluding bonus, commissions, incentive
and all other remuneration for services rendered to Company and prior to
reduction for any salary contributions to a plan established pursuant to Section
125 of the Code or qualified pursuant to Section 401(k) of the
Code.
  (c)           "Beneficiary"
or "Beneficiaries" shall mean the person or persons, including a trustee,
personal representative or other fiduciary, last designated in writing by a
Participant in accordance with procedures established by the Committee to
receive the benefits specified hereunder in the event of the Participant's
death.  No beneficiary designation shall become effective until it is
filed with the Committee; provided that a designation that the Committee
receives shall be honored and given effect unless the Committee sends the
Participant a written notice of its rejection within 10 business days after
receipt of the designation.  Any designation shall be revocable at any
time through a written instrument filed by the Participant with the Committee
with or without the consent of the previous Beneficiary. If a Participant has
not made an effective beneficiary designation or the designated beneficiary
predeceases the Participant, the duly appointed and currently acting personal
representative of the Participant's estate (which shall include either the
Participant's probate estate or living trust) shall be the
Beneficiary.  In any case where there is no such personal
representative of the Participant's estate duly appointed and acting in that
capacity within 90 days after the Participant's death (or such extended period
as the Committee determines is reasonably necessary to allow such personal
representative to be appointed, but not to exceed 180 days after the
Participant's death), then Beneficiary shall mean the person or persons who can
verify by affidavit or court order to the satisfaction of the Committee that
they are legally entitled to receive the benefits specified
hereunder.  In the event any amount is payable under the Plan to a
minor, payment shall not be made to the minor, but instead be paid (a) to that
person's living parent(s) to act as custodian, (b) if that person's parents are
then divorced, and one parent is the sole custodial parent, to such custodial
parent, or (c) if no parent of that person is then living, to a custodian
selected by the Committee to hold the funds for the minor under the Uniform
Transfers of Gifts to Minors Act in effect in the jurisdiction in which the
minor resides.  If no parent is living and the Committee decides not
to select another custodian to hold the funds for the minor, then payment shall
be made to the duly appointed and currently acting guardian of the estate for
the minor or, if no guardian of the estate for the minor is duly appointed and
currently acting within 60 days after the date the amount becomes payable,
payment shall be deposited with the court having jurisdiction over the estate of
the minor.  Payment by Company pursuant to any unrevoked Beneficiary
designation, or to the Participant's estate if no such designation exists, of
all benefits owed hereunder shall terminate any and all liability of
Company.
  
 (d)           "Board
of Directors" or "Board" shall mean the Board of Directors of
Company.
  (e)           "Bonuses"
shall mean the annual or periodic bonuses payable in cash during the Plan Year
excepting any cash distributed from the Corporate Management Stock Purchase
Program.
  (f)           "Change
in Control" shall have the following meaning, subject to the Committee’s
interpretation of this definition in a manner that conforms with the
requirements of Section 409A of the Code and associated
regulations:
  (i)  The acquisition by any
individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2)
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a
“Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated
under the Exchange Act) more than 50% of either (x) the then outstanding
shares of common stock of the Company (the “Outstanding Company Com­mon
Stock”) or (y) the total voting power of the then outstanding voting
securities of the Company (the “Outstanding Company Voting
Securities”);
  (ii)  The acquisition by a
Person of stock possessing 30% or more of the voting power of the then
outstanding voting securities of the Company;
  (iii)  A majority of
individuals who, as of the date hereof, constitute the Board (the “Incumbent
Board”) are replaced during any 12-month period by directors whose appointment
or election is not endorsed by a majority of the Incumbent Board before the date
of the appointment or election. or
  -2-
 (iv)  Consummation of a reorganization, merger or consolidation or
sale or other disposition of all or substantially all of the assets of the
Company (a “Business Combination”), in each case, resulting in the acquisition
assets from the Company that have a total gross fair market value equal to or
more than 40 percent of the total gross fair market value of all of the assets
of the Company immediately before the acquisition.
  (g)           "Code"
shall mean the Internal Revenue Code of 1986, as amended.
  (h)           "Committee"
shall mean the Committee appointed by the Board to administer the Plan in
accordance with Article VII.
  (i)           "Company"
shall mean Beazer Homes USA, Inc.
  (j)           "Company
Contribution Account" shall mean the bookkeeping account maintained by Company
for each Participant that is credited with an amount equal to the Company
Discretionary Contribution Amount, if any, and Company Matching Contribution
Amount, if any, and earnings and losses on such amounts pursuant to Section
4.2.
  (k)           "Company
Discretionary Contribution Amount" shall mean such discretionary amount if
contributed by the Company for each Participant for a Plan Year.  Such
amount may differ from Participant to Participant both in amount, including no
contribution, and as a percentage of Compensation.
  (l)           "Company
Matching Contribution Amount" shall mean such amount if contributed by the
Company for each Participant for a Plan Year. Such amount may differ from
Participant to Participant both in amount, including no contribution, and as a
percentage of Compensation.
  (m)           "Compensation"
shall be Base Salary and Bonuses.
  (n)           "Deferral
Account" shall mean the bookkeeping account maintained by the Committee for each
Participant that is credited with amounts equal to (1) the portion of the
Participant's Compensation that he or she elects to defer, and (2) earnings and
losses pursuant to Section 4.1.
  (o)           "Disability"
shall mean a Participant’s condition such that he or she is (a) unable to engage
in any substantial gainful activity by reason of any medically determinable
physical or mental impairment which can be expected to result in death or can be
expected to last for a continuous period of not less than twelve (12) months, or
(b) is, by reason of any medically determinable physical or mental impairment
which can be expected to last for a continuous period of not less than twelve
(12) months, receiving income replacement benefits for a period of not less than
three (3) months under an accident or health plan covering employees of the
Participant’s employer.
  -3-
 (p)           "Distributable
Amount" shall mean the vested accumulated balance in the Participant's Deferral
Account and Company Contribution Account.
  (q)           "Early
Distribution" shall mean an election by Participant in accordance with Section
6.2 to receive a withdrawal of vested amounts from his or her Deferral Account
and Company Contribution Account prior to the time at which such Participant
would otherwise be entitled to such amounts.
  (r)           "Effective
Date" shall be January 1, 2008 with respect to this amendment and restatement,
with the Plan being initially effective January 1, 2002.
  (s)           "Eligible
Employee" shall include only Employees designated by the Committee to
participate in the Plan.
  (t)           “Employee”
shall mean any person whom the Company or any member of its controlled group
(within the meaning of Section 414(b) or (c) of the Code) treats as an employee
for purposes of federal income tax withholding, regardless of whether or not the
person would be treated as an employee under applicable common law.
  (u)           "Fund"
or "Funds" shall mean one or more of the investment funds selected by the
Committee pursuant to Section 3.2(b).
  (v)           “Grandfathered
Amounts” shall mean the portion of a Participant’s Account that is attributable
to amounts deferred and vested before January 1, 2005.
  (w)           "Hardship
Distribution" shall mean a severe financial hardship to the Participant
resulting from an illness or accident of the Participant, the Participant’s
spouse, the Participant’s beneficiary, or the Participant’s Dependent (as
defined in Section 152, without regard to section 152(b)(1), (b)(2), and
(d)(1)(B)) of the Code); loss of a Participant's property due to casualty
(including the need to rebuild a home following damage to a home not otherwise
covered by insurance, for example, not as a result of a natural disaster); or
other similar or extraordinary and unforseeable circumstances arising as a
result of events beyond the control of the Participant.  For example,
the imminent foreclosure of or eviction from the Participant’s primary residence
may constitute an unforeseeable emergency.  In addition, the need to
pay for medical expenses, including non-refundable deductibles, as well as for
the costs of prescription drug medication, may constitute an unforeseeable
emergency.  Finally, the need to pay for the funeral expenses of a
spouse, a beneficiary, or a dependent (as defined in section 152, without regard
to section 152(b)(1), (b)(2), and (d)(1)(B)) may also constitute an
unforeseeable emergency.  Except as otherwise provided herein, the
purchase of a home and the payment of college tuition are not unforeseeable
emergencies.  The circumstances that would constitute an unforseeable
emergency will depend upon the facts of each case, but, in any case, a Hardship
Distribution may not be made to the extent that such hardship is or may be
relieved (i) through reimbursement or compensation by insurance or otherwise,
(ii) by liquidation of the Participant's assets, to the extent the liquidation
of assets would not itself cause severe financial hardship, or (iii) by
cessation of deferrals under this Plan.
  (x)           "Initial
Election Period" shall mean the 30-day period following the time an employee
shall be designated by the Company as an Eligible Employee.
  -4-
 (y)           "Interest
Rate" shall mean, for each Fund, an amount equal to the net gain or loss on the
assets of such Fund during each month.
  (z)           "Participant"
shall mean any Eligible Employee who becomes a Participant in this Plan in
accordance with Article II.
  (aa)           "Payment
Date" shall be a date as soon as possible after the end of the Plan Year, but
not later than the March 31st following the end of the Plan Year.  A
Hardship Distribution shall be paid as soon as administratively
practicable.
  (bb)           "Plan"
shall be this Beazer Homes USA, Inc. Deferred Compensation Plan.
  (cc)           "Plan
Year" shall be the calendar year.
  (dd)           "Scheduled
Withdrawal Date" shall mean the distribution date elected by the Participant for
an in-service withdrawal of vested amounts from such Accounts deferred in a
given Plan Year, and earnings and losses attributable thereto, as set forth on
the election form for such Plan Year executed by a Participant in accordance
with Article III of the Plan.
  (ee)           “Separation
from Service” means the Participant’s “separation from service” (within the
meaning of Treasury Regulation § 1.409A-1(h)) from the Company and all
affiliates for any reason; however, for purposes of this paragraph, the
definition of affiliate shall be modified by substituting 50 percent for 80
percent each place it appears in Code Section 1563(a)(1), (2) and (3), for
purposes of Code Section 414(b), and each plan it appears in Treasury Regulation
§ 1.414(c)-2, for purposes of Code Section 414(c).  A Separation of
Service will be deemed to occur if the Company and the Participant reasonably
anticipate that the Participant shall perform no further services for the
Company (whether an employee or an independent contractor) or that the level of
bona fide services the Participant will perform in the future (whether as an
employee or an independent contractor) will permanently decrease to no more than
20 percent of the average level of bona fide services performed (whether as an
employee or independent contractor) over the immediately preceding 36-month
period.  A Participant on an authorized, bona fide leave of absence
shall experience a Separation from Service on the first day of the seventh (7th)
month of such leave, unless the Participant’s right to reemployment with an
Employer is provided either by statute or contract.  A leave of
absence constitutes a bona
fide leave of absence only if there is a reasonable expectation that the
Participant will return to perform services for the Company or any of its
affiliates.  For purposes of the 36-month period described above, (a)
a Participant who is on a paid bona fide leave of absence is treated as
providing bona fide services at a level equal to the level of services that the
Participant would have been required to perform to receive the compensation paid
during the leave of absence, and (b) unpaid bona fide leaves of absence are
disregarded.
  (ff)           “Severance
Pay” shall mean any cash payments that a Participant may become entitled to
receive in connection with terminating status as an Employee.
  (gg)           “Specified
Employee” shall mean a Specified Employee as defined in Section 416(i) of the
Code (without regard to paragraph (5) thereof), of the Company or any affiliate
during any period when the stock of the Company or its affiliate, as the case
may be, is publicly traded on an established securities market or
otherwise.  The Committee shall designate in writing any Participant
as a Specified Employee prior to the suspension of any payments due a
Participant pursuant to Article VI of the Plan.
  -5-
  (hh)           "Trust"
shall mean the Beazer Homes USA, Inc. Deferred Compensation Plan
Trust.
  (ii)           "Trustee"
shall mean the trustee of the Trust, and shall refer to the successor of any
trustee who resigns or is removed in accordance with the terms of the
Trust.
 
 ARTICLE
II
  PARTICIPATION
  An
Eligible Employee shall become a Participant in the Plan by completing all
election forms that the Committee may require.  Newly hired or
promoted employees who are eligible to participate in the Plan will have 30
calendar days from their notification of eligibility date to complete the
forms.  Participation in the Plan in one year does not entitle an
Eligible Employee to participate in the Plan in future years. The Committee may
in its discretion change the criteria for eligibility.
  ARTICLE
III
  DEFERRAL
ELECTIONS
  3.1           Elections to Defer
Compensation.
  (a)           Initial Election
Period.  Subject to the provisions of Article II, each
Participant may elect to defer Compensation by filing with the Committee an
election that conforms to the requirements of this Section 3.1, on a form
provided by the Committee, no later than the last day of his or her Initial
Election Period. Any election pursuant to this Section 3.1 shall be for the
remainder of the Plan Year, in the event the Plan Year has
commenced.
  (b)           General
Rule.  The amount of Compensation which a Participant may elect
to defer is such Compensation earned after the time at which the Participant
elects to defer in accordance with Sections 1.1(w) and 3.1(a) and shall be a
flat dollar amount or percentage which shall not exceed fifty percent (50%) of
the Participant's Base Salary and seventy-five percent (75%) of the
Participant’s Bonuses, provided that the total amount deferred by a Participant
shall be limited in any calendar year, if necessary, to satisfy Social Security
Tax (including Medicare), income tax and employee benefit plan withholding
requirements as determined in the sole and absolute discretion of the
Committee.  The minimum contribution which may be made in any Plan
Year by a Participant shall not be less than $5,000, provided such minimum
contribution can be satisfied from any element of Compensation.
  (c)           Duration of Compensation
Deferral Election.  A Participant's election to defer
Compensation for any Plan Year must be made before the first day of the Plan
Year to which the election relates, is to be effective with respect to
Compensation received after such deferral election is processed, is irrevocable
for the Plan Year, and ceases to be effective at the end of the Plan
Year.
  -6-
 (d)           Elections other than
Elections during the Initial Election Period.  Subject to the
limitations of Section 3.1(b) above, any Participant who has terminated a prior
Compensation deferral election and any Eligible Employee who has failed to make
an election during the Initial Election Period may elect to defer Compensation,
by filing an election, on a form provided by the Committee, to defer
Compensation as described in Sections 3.1(b) and 3.1(c) above.  An
election to defer Compensation must be filed in a timely manner in accordance
with Section 3.1(c), and shall be effective on the first day of the
Participant’s taxable year after the Committee receives
it.  Additionally, a Participant may increase, decrease or terminate a
deferral election with respect to Compensation for any subsequent Plan Year
provided that such election must be made at least one year before the Payment
Date, such election must not take effect until at least one year after the date
on which it is made, and the Payment Date must be delayed for at least an
additional five years.
  3.2           Investment
Elections.
  (a)           At
the time of making the deferral elections described in Section 3.1, the
Participant shall designate, on a form provided by the Committee, the types of
investment funds in which the Participant's Account will be deemed to be
invested for purposes of determining the amount of earnings to be credited to
that Account.  In making the designation pursuant to this Section 3.2,
the Participant may specify that all or any multiple of his or her Account be
deemed to be invested, in whole percentage increments, in one or more of the
types of investment funds provided under the Plan as communicated from time to
time by the Committee.  Effective as of the end of any calendar month,
a Participant may change the designation made under this Section 3.2 by filing
an election, on a form provided by the Committee, by the 25th day of such
month.  If a Participant fails to elect a type of fund under this
Section 3.2, he or she shall be deemed to have elected the Money Market type of
investment fund.
  (b)           Although
the Participant may designate the type of investments, the Committee shall not
be bound by such designation.  The Committee shall select from time to
time, in its sole and absolute discretion, commercially available investments of
each of the types communicated by the Committee to the Participant pursuant to
Section 3.2(a) above to be the Funds.  The Interest Rate of each such
commercially available investment fund shall be used to determine the amount of
earnings or losses to be credited to Participant's Account under
  ARTICLE
IV
 
 DEFERRAL ACCOUNTS, COMPANY
CONTRIBUTION ACCOUNTS,
 AND TRUST
FUNDING
 
 4.1           Deferral
Accounts.
  The
Committee shall establish and maintain a Deferral Account for each Participant
under the Plan.  Each Participant's Deferral Account shall be further
divided into separate subaccounts ("investment fund subaccounts"), each of which
corresponds to an investment fund elected by the Participant pursuant to Section
3.2(a).  A Participant's Deferral Account shall be credited as
follows:
  -7-
 (a)           On
the same business day that the amounts are withheld and deferred from a
Participant's Compensation, the Committee shall credit the investment fund
subaccounts of the Participant's Deferral Account with an amount equal to the
Compensation deferred by the Participant in accordance with the Participant's
election under Section 3.2(a); that is, the portion of the Participant's
deferred Compensation that the Participant has elected to be deemed to be
invested in a certain type of investment fund shall be credited to the
corresponding investment fund subaccount;
  (b)           Each
business day, each investment fund subaccount of a Participant's Deferral
Account shall be credited with earnings or losses in an amount equal to that
determined by multiplying the balance credited to such investment fund
subaccount as of the prior day plus contributions credited that day to the
investment fund subaccount by the Interest Rate for the corresponding Fund
selected by the Company pursuant to Section 3.2(b).
  (c)           All
amounts attributed to the deferral of Compensation for a given Plan Year shall
be accounted for in a manner which allows separate accounting for the deferral
of Compensation and investment gains and losses associated with such Plan Year's
deferral of Compensation.
  4.2           Company Contribution
Account.
  The
Committee shall establish and maintain a Company Contribution Account for each
Participant under the Plan.  Each Participant's Company Contribution
Account shall be further divided into separate investment fund subaccounts
corresponding to the investment fund elected by the Participant pursuant to
Section 3.2(a).  A Participant's Company Contribution Account shall be
credited as follows:
  (a)           On
the fifth business day after a Company Discretionary Contribution Amount or
Company Matching Contribution Amount has been made, the Committee shall credit
the investment fund subaccounts of the Participant's Company Contribution
Account with an amount equal to the Company Discretionary Contribution Amount,
if any, and the Company Matching Contribution Account, if any, applicable to
that Participant, that is, the proportion of the Company Discretionary
Contribution Amount, if any, and Company Matching Contribution Amount, if any,
that the Participant has elected to be deemed to be invested in a certain type
of investment fund shall be credited to the corresponding investment fund
subaccount; and
  (b)           Each
business day, each investment fund subaccount of a Participant's Company
Contribution Account shall be credited with earnings or losses in an amount
equal to that determined by multiplying the balance credited to such investment
fund subaccount as of the prior day plus contributions credited that day to the
investment fund subaccount by the Interest Rate for the corresponding Fund
selected by the Company pursuant to Section 3.2(b).
  4.3           Trust
Funding.
  The
Company has created a Trust with the Trustee.  The Company shall cause
the Trust to be funded as soon as practicable after the end of each pay period,
and shall not fund the Trust with assets located outside the United States of
America.  The Company shall contribute liquid assets to the Trust in
an amount equal to (1) the amount deferred by each Participant; (2) the
aggregate amount of Company Discretionary Contribution Amounts; (3) the
aggregate amount of Company Matching Contribution Amounts for the Plan Year; and
(4) net of any distributions paid pursuant to Article VI.
  -8-
 Although
the principal of the Trust and any earnings thereon shall be held separate and
apart from other funds of Company and shall be used exclusively for the uses and
purposes of Plan Participants and Beneficiaries as set forth therein, neither
the Participants nor their Beneficiaries shall have any preferred claim on, or
any beneficial ownership in, any assets of the Trust prior to the time such
assets are paid to the Participants or Beneficiaries as benefits and all rights
created under this Plan shall be unsecured contractual rights of Plan
Participants and Beneficiaries against the Company.  Any assets held
in the Trust will be subject to the claims of Company's general creditors under
federal and state law in the event of insolvency as defined in the
Trust.
  ARTICLE
V
  VESTING
  A
Participant shall be 100% vested in his or her Deferral Account.  A
Participant shall be vested in accordance with any schedule that the Committee
may establish with respect to any amounts credited to the Participant’s Company
Contribution Account; provided that upon the death of a Participant or upon a
Change in Control, the Participant shall become 100% vested in his or her
Company Contribution Account.
  ARTICLE
VI
  DISTRIBUTIONS
  6.1           Distribution of Deferred
Compensation and Discretionary Company Contributions.
  (a)           Distribution Without
Scheduled Withdrawal Date.  In the case of a Participant who
incurs a Separation from Service and has a vested Account balance of $50,000 or
more, the Distributable Amount shall be paid to the Participant (and after his
or her death to his or her Beneficiary) in a lump sum distribution to be made on
the Participant's Payment Date.  Subject to Sections 6.1(c), (d), and
(e) hereof, an optional form of benefit may be elected by the Participant before
the first day of a Plan Year with respect to the contributions (and subsequent
earnings or losses) attributable to that Plan Year, on the form provided by
Company, from among the following:
  (1)          A
lump sum distribution to be made on the Participant's Payment Date.
  (2)          Substantially
equal annual installments over five (5) years beginning on the Participant's
Payment Date.
  (3)          Substantially
equal annual installments over ten (10) years beginning on the Participant's
Payment Date.
  (4)          Substantially
equal annual installments over fifteen (15) years beginning on the Participant’s
Payment Date.
  Notwithstanding
the above, if a Participant’s distribution (instead of account balance) is less
than $50,000, payment will be in the form of a lump sum.
  -9-
  With
respect to the portion of a Participant’s Account that is attributable to
amounts that were deferred before January 1, 2005, a Participant may modify the
form of benefit that he or she has previously elected, provided such
modification (or initial election if none was made previously) occurs at least
one (1) year before the Participant’s Separation from Service. With respect to
the portion of a Participant’s Account that is attributable to amounts that were
deferred on or after January 1, 2005, a Participant may modify the form of
benefit that he or she has previously elected, provided –
  (i)         such
modification (or initial election if none was made previously) is filed with the
Committee at least one (1) year prior to the Participant's Separation from
Service;
  (ii)        the
new election defers the distribution for at least five (5) years from the first
date the payment would otherwise have been made pursuant to the initial
election; and
  (iii)       if
made within one (1) year of the Participant’s Separation from Servicee, such a
new election shall be invalid
  In the
case of a Participant incurs a Separation from Service and has a vested Account
balance of less than $50,000, the Distributable Amount shall be paid to the
Participant (and after his or her death to his or her Beneficiary) in a lump sum
distribution on the Participant's Payment Date.  The Participant's
Account shall continue to be credited with earnings pursuant to Section 4.1 of
the Plan until all amounts credited to his or her Account under the Plan have
been distributed.
  (b)           Distribution With Scheduled
Withdrawal Date.  In the case of a Participant who has elected
pursuant to the terms set forth in Section 3.1 a Scheduled Withdrawal Date for a
distribution while still in the employ of the Company, such Participant shall
receive his or her Distributable Amount in a lump sum (or, if the Distributable
Amount is more than $25,000, in annual installments over two, three, four, or
five years), but only with respect to those deferrals of Compensation, vested
Company Matching Contribution Amounts and vested Company Discretionary
Contribution Amounts and earnings on such deferrals of Compensation, Company
Matching Contribution Amounts, and Company Discretionary Contribution Amounts as
shall have been elected by the Participant to be subject to the Scheduled
Withdrawal Date in accordance with Section 1.1(dd) of the Plan.  A
Participant's Scheduled Withdrawal Date for Grandfathered Amounts with respect
to deferrals of Compensation, Company Matching Contribution Amounts, and Company
Discretionary Contribution Amounts from a given Plan Year can be no earlier than
two years from the last day of the Plan Year for which the deferrals of
Compensation, Company Matching Contribution Amounts and Company Discretionary
Contribution Amounts are made, and shall be paid no later than the end of the
first quarter following the end of each calendar year for which a distribution
is payable pursuant to the Participant’s election.  For Grandfathered
Amounts a Participant may extend the Scheduled Withdrawal Date for any Plan
Year, provided such extension occurs at least one year before the Scheduled
Withdrawal Date and is for a period of not less than two years from the
Scheduled Withdrawal Date.  The Participant shall have the right to
twice modify any Scheduled Withdrawal Date for Grandfathered
Amounts.
  -10-
  (c)           In
the event a Participant incurs a Separation from Service with Company prior to a
Scheduled Withdrawal Date or while receiving installment payments pursuant to
any Scheduled Withdrawal Date, other than by reason of death, the portion of the
Participant's Account associated with a Scheduled Withdrawal Date, which has not
occurred prior to such termination, shall be distributed in a lump sum on the
Participant’s Payment Date for the calendar year in which the Participant’s
Separation from Service occurs.
  (d)           Distribution for Separation
from Service due to Death.  In the case of a Participant who
dies while employed by the Company or before receiving a complete distribution
of his or her Account, the remaining balance of the Participant’s Account shall
be distributed, in a lump sum, as soon as practicable to the Participant’s
Beneficiary, but not earlier than 90 days following the date of the
Participant’s death.   During this 90-day period, the Beneficiary
has the right to petition the Committee (subject to approval in the Committee’s
sole discretion) to receive Grandfathered Accounts according to a different
schedule.
  (e)           Distribution for Separation
from Service due to Disability.  In the case of a Participant
whose employment by the Company terminates due to Disability, the vested balance
of the Participant’s Account shall be distributed, in a lump sum, as soon as
practicable, provided the payment is made by the later of the end of the
Participant’s taxable year or the 15th day of the third month following the date
the Participant incurs the disability.    The Company will
hold the Participant harmless from any reduction in Company-provided Disability
insurance benefits that results from Plan distributions hereunder.
  (f)           Discretionary
Cash-outs.   If a Participant’s employment terminates for
a reason other than the Participant’s death, Disability, or retirement pursuant
to any retirement plan that the Company sponsors, the Committee may in its sole
discretion unilaterally accelerate any, some, or all payments due hereunder, but
only to the extent the payments relate to the portion of the Participant’s
Account that is attributable to amounts deferred before January 1,
2005.
  (g)           Special Rule for Delayed
Distributions. If, at the time of Executive's “separation from
service” (within the meaning of Code Section 409A), Executive is a
"specified employee" (within the meaning of Code Section 409A), the Company
will not pay or provide any "Specified Benefits" (as defined herein) until after
the end of the sixth calendar month beginning after Executive’s separation
from service (the "409A Suspension Period"). For purposes of this Agreement,
"Specified Benefits" are any amounts or benefits that would be
subject to Section 409A penalties if the Company were to pay or otherwise settle
such amounts or benefits, pursuant to this Agreement, on account
of Executive's separation from service. Within 14 calendar days after the
end of the 409A Suspension Period, Executive shall be paid a lump sum
payment in cash equal to any Specified Benefits delayed because of the
preceding sentence, without interest.  Thereafter, Executive
shall receive any remaining payments or other benefits as if there had not been
an earlier delay.
  Specified
Employee.
  6.2           Early
Non-Scheduled Distributions for Pre-2005 Deferrals.
  A
Participant shall be permitted to elect an Early Distribution from his or her
Account prior to the Payment Date, subject to the following
restrictions:
  (a)           The
election to take an Early Distribution shall be made by filing a form provided
by and filed with the Committee prior to the end of any calendar
month.
  -11-
 (b)           The
amount of the Early Distribution shall equal up to 90% of his or her vested
Account balance, and be not less than $25,000 (or, if less, 90% of the
Participant’s accumulated vested Account balance).
  (c)           The
amount described in Section 6.2(b) above shall be paid in a single cash lump sum
as soon as practicable after the end of the calendar month in which the Early
Distribution election is made.
  (d)           If
a Participant requests an Early Distribution of his or her entire vested
Account, the remaining balance of his or her Account (10% of the Account) shall
be permanently forfeited and the Company shall have no obligation to the
Participant or his Beneficiary with respect to such forfeited
amount.  If a Participant receives an Early Distribution of less than
his or her entire vested Account, such Participant shall forfeit 10% of the
gross amount to be distributed from the Participant's Account and the Company
shall have no obligation to the Participant or his or her Beneficiary with
respect to such forfeited amount.
  6.3           Hardship
Distribution.
  A
Participant shall be permitted to elect a Hardship Distribution from his or her
vested Accounts in accordance with Section 1.1(v) of the Plan prior to the
Payment Date, subject to the following restrictions:
  (a)           The
amount distributed to the Participant may not exceed the amount reasonable
necessary to satisfy the emergency need, including amounts necessary to pay any
Federal, state, local or foreign income taxes or penalties reasonably resulting
from the distribution.
  (b)           The
election to take a Hardship Distribution shall be made by filing a form provided
by and filed with Committee prior to the end of any calendar month.
  (c)           The
Committee shall have made a determination that the requested distribution
constitutes a Hardship Distribution in accordance with Section 1.1(w) of the
Plan.
  (d)           The
amount determined by the Committee as a Hardship Distribution shall be paid in a
single cash lump sum as soon as practicable after the end of the calendar month
in which the Hardship Distribution election is made and approved by the
Committee.
  (e)
  6.4           Inability to Locate
Participant.
  In the
event that the Committee is unable to locate a Participant or Beneficiary within
two years following the required Payment Date, the amount allocated to the
Participant's Deferral Account shall be forfeited.
  ARTICLE
VII
  ADMINISTRATION
  7.1           Committee.
  A
Committee shall be appointed by, and serve at the pleasure of, the Board of
Directors.  The number of members comprising the Committee shall be
determined by the Board, which may from time to time vary the number of
members.  A member of the Committee may resign by delivering a written
notice of resignation to the Board.  The Board may remove any member
by delivering a certified copy of its resolution of removal to such
member.  Vacancies in the membership of the Committee shall be filled
promptly by the Board.
  -12-
 7.2           Committee
Action.
  The
Committee shall act at meetings by affirmative vote of a majority of the members
of the Committee.  Any action permitted to be taken at a meeting may
be taken without a meeting if, prior to such action, a written consent to the
action is signed by all members of the Committee and such written consent is
filed with the minutes of the proceedings of the Committee.  A member
of the Committee shall not vote or act upon any matter which relates solely to
himself or herself as a Participant.  The Chairman or any other member
or members of the Committee designated by the Chairman may execute any
certificate or other written direction on behalf of the Committee.
  7.3           Powers and Duties of the
Committee.
  The
Committee, on behalf of the Participants and their Beneficiaries, shall enforce
the Plan in accordance with its terms, shall be charged with the general
administration of the Plan, and shall have all powers necessary to accomplish
its purposes, including, but not by way of limitation, the
following:
  (a)           To
select the Funds in accordance with Section 3.2(b) hereof;
  (b)           To
compute and certify to the amount and kind of benefits payable to Participants
and their Beneficiaries;
  (c)           To
maintain all records that may be necessary for the administration of the
Plan;
  (d)           To
provide for the disclosure of all information and the filing or provision of all
reports and statements to Participants, Beneficiaries or governmental agencies
as shall be required by law;
  (e)           To
make and publish such rules for the regulation of the Plan and procedures for
the administration of the Plan as are not inconsistent with the terms
hereof;
  (f)           To
appoint a Plan administrator or any other agent, and to delegate to them such
powers and duties in connection with the administration of the Plan as the
Committee may from time to time prescribe; and
  (g)           To
take all actions necessary for the administration of the Plan.
  7.4           Construction and
Interpretation.
  The
Committee shall have full discretion to construe and interpret the terms and
provisions of this Plan, which interpretations or construction shall be final
and binding on all parties, including but not limited to the Company and any
Participant or Beneficiary.  The Committee shall administer such terms
and provisions in a uniform and nondiscriminatory manner and in full accordance
with any and all laws applicable to the Plan. The Committee shall interpret the
terms of the Plan and their intended meanings, shall have the discretion to make
any findings of fact needed in the administration of the Plan, and shall have
the discretion to interpret or construe ambiguous, unclear or implied (but
omitted) terms in any fashion deemed to be appropriate in its sole judgment. The
validity of any such finding of fact, interpretation, construction or decision
shall not be given de novo review if challenged in court, by arbitration or in
any other forum, and shall be upheld unless clearly arbitrary or capricious. To
the extent the Committee has been granted discretionary authority under the
Plan, the Committee's prior exercise of such authority shall not obligate it to
exercise its authority in a like fashion thereafter. If, due to errors in
drafting, any Plan provision does not accurately reflect its intended meaning,
as demonstrated by consistent interpretations or other evidence of intent, or as
determined by the Committee in its sole and exclusive judgment, the provision
shall be considered ambiguous and shall be interpreted by the Committee in a
fashion consistent with its intent, as determined by the Committee in its sole
discretion. The Committee, acting as a non-fiduciary settlor and without the
need for the Board's approval, may amend the Plan retroactively to cure any such
ambiguity, notwithstanding anything in the Plan to the contrary. This Section
may not be invoked by any person to require the Plan to be interpreted in a
manner which is inconsistent with its interpretation by the Committee. All
actions taken and all determinations made in good faith by the Committee shall
be final and binding upon all persons claiming any interest in or under the
Plan.
  -13-
 7.5           Information.
  To enable
the Committee to perform its functions, the Company shall supply full and timely
information to the Committee on all matters relating to the Compensation of all
Participants, their death or other events which cause termination of their
participation in this Plan, and such other pertinent facts as the Committee may
require.
  7.6           Compensation, Expenses and
Indemnity.
  (a)           The
members of the Committee shall serve without compensation for their services
hereunder.
  (b)           The
Committee is authorized at the expense of the Company to employ such legal
counsel as it may deem advisable to assist in the performance of its duties
hereunder.  Expenses and fees in connection with the administration of
the Plan shall be paid by the Company.
  (c)           To
the extent permitted by applicable state law, the Company shall indemnify and
hold harmless the Committee and each member thereof, the Board of Directors and
any delegate of the Committee who is an employee of the Company against any and
all expenses, liabilities and claims, including legal fees to defend against
such liabilities and claims arising out of their discharge in good faith of
responsibilities under or incident to the Plan, other than expenses and
liabilities arising out of willful misconduct.  This indemnity shall
not preclude such further indemnities as may be available under insurance
purchased by the Company or provided by the Company under any bylaw, agreement
or otherwise, as such indemnities are permitted under state law.
  7.7           Quarterly
Statements.
  Under
procedures established by the Committee, a Participant shall receive a statement
with respect to such Participant's Accounts on a quarterly basis.
Disputes.
  (a)           Claim.
  A person
who believes that he or she is being denied a benefit to which he or she is
entitled under this Plan (hereinafter referred to as "Claimant") must file a
written request for such benefit with the Company, setting forth his or her
claim.  The request must be addressed to the President of the Company
at its then principal place of business.
  -14-
 (b)           Claim
Decision.
  Upon
receipt of a claim, the Company shall advise the Claimant that a reply will be
forthcoming within ninety (90) days and shall, in fact, deliver such reply
within such period.  The Company may, however, extend the reply period
for an additional ninety (90) days for special circumstances.
  If the
claim is denied in whole or in part, the Company shall inform the Claimant in
writing, using language calculated to be understood by the Claimant, setting
forth:  (A) the specified reason or reasons for such denial; (B) the
specific reference to pertinent provisions of this  Plan on which such
denial is based; (C) a description of any additional material or information
necessary for the Claimant to perfect his or her claim and an explanation of why
such material or such information is necessary; (D) appropriate information as
to the steps to be taken if the Claimant wishes to submit the claim for review;
and (E) the time limits for requesting a review under Section
7.8(c).
  (c)           Request For
Review.
  Within
sixty (60) days after the receipt by the Claimant of the written opinion
described above, the Claimant may request in writing that the Committee review
the determination of the Company.  Such request must be addressed to
the Secretary of the Company, at its then principal place of
business.  The Claimant or his or her duly authorized representative
may, but need not, review the pertinent documents and submit issues and comments
in writing for consideration by the Committee.  If the Claimant does
not request a review within such sixty (60) day period, he or she shall be
barred and estopped from challenging the Company's determination.
  (d)           Review of
Decision.
  Within
sixty (60) days after the Committee's receipt of a request for review, after
considering all materials presented by the Claimant, the Committee will inform
the Participant in writing, in a manner calculated to be understood by the
Claimant, the decision setting forth the specific reasons for the decision
containing specific references to the pertinent provisions of this Plan on which
the decision is based.  If special circumstances require that the
sixty (60) day time period be extended, the Committee will so notify the
Claimant and will render the decision as soon as possible, but no later than one
hundred twenty (120) days after receipt of the request for review.
  ARTICLE
VIII
  MISCELLANEOUS
  8.1           Unsecured General
Creditor.
  Participants
and their Beneficiaries, heirs, successors, and assigns shall have no legal or
equitable rights, claims, or interest in any specific property or assets of the
Company.  No assets of the Company shall be held in any way as
collateral security for the fulfilling of the obligations of the Company under
this Plan.  Any and all of the Company's assets shall be, and remain,
the general unpledged, unrestricted assets of the Company.  The
Company's obligation under the Plan shall be merely that of an unfunded and
unsecured promise of the Company to pay money in the future, and the rights of
the Participants and Beneficiaries shall be no greater than those of unsecured
general creditors.  It is the intention of the Company that this Plan
be unfunded for purposes of the Code and for purposes of Title 1 of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA").
  -15-
 8.2           Restriction Against
Assignment.
  The
Company shall pay all amounts payable hereunder only to the person or persons
designated by the Plan and not to any other person or corporation.  No
part of a Participant's Accounts shall be liable for the debts, contracts, or
engagements of any Participant, his or her Beneficiary, or successors in
interest, nor shall a Participant's Accounts be subject to execution by levy,
attachment, or garnishment or by any other legal or equitable proceeding, nor
shall any such person have any right to alienate, anticipate, sell, transfer,
commute, pledge, encumber, or assign any benefits or payments hereunder in any
manner whatsoever.  If any Participant, Beneficiary or successor in
interest is adjudicated bankrupt or purports to anticipate, alienate, sell,
transfer, commute, assign, pledge, encumber or charge any distribution or
payment from the Plan, voluntarily or involuntarily, the Committee, in its
discretion, may cancel such distribution or payment (or any part thereof) to or
for the benefit of such Participant, Beneficiary or successor in interest in
such manner as the Committee shall direct.
  8.3           Taxes.
  There
shall be deducted from each payment made under the Plan or any other
Compensation payable to the Participant (or Beneficiary) all taxes which are
required to be withheld by the Company in respect to such payment or this
Plan.  The Company shall have the right to reduce any payment (or
compensation) by the amount of cash sufficient to provide the amount of said
taxes.
  While the
Plan is intended to provide tax deferral for Participants, the Plan is not a
guarantee that the intended tax deferral will be
achieved.  Participants are solely responsible and liable for the
satisfaction of all taxes and penalties that may arise in connection with this
Plan (including any taxes arising under Section 409A of the
Code).  Neither the Company nor its Affiliates nor any of their
directors, officers or employees shall have any obligation to indemnify or
otherwise hold any Participant harmless from any such taxes.
  The
Committee shall have the sole discretion to interpret and apply the requirements
of the Code, including Section 409A, for purposes of the Plan and all payments
made hereunder.
  8.4           Amendment, Modification,
Suspension or Termination.
  The
Committee may amend, modify, suspend or terminate the Plan in whole or in part,
except that no amendment, modification, suspension or termination shall have any
retroactive effect to reduce any amounts allocated to a Participant's
Accounts.  In the event that this Plan is terminated, the amounts
allocated to a Participant's Accounts shall be distributed to the Participant
or, in the event of his or her death, his or her Beneficiary in a lump sum
within ninety (90) days following the date of termination.
  -16-
 8.5           Governing
Law.
  This Plan
shall be construed, governed and administered in accordance with the laws of the
State of Georgia, except where pre-empted by federal law.
  8.6           Receipt or
Release.
  Any
payment to a Participant or the Participant's Beneficiary in accordance with the
provisions of the Plan shall, to the extent thereof, be in full satisfaction of
all claims against the Committee and the Company.  The Committee may
require such Participant or Beneficiary, as a condition precedent to such
payment, to execute a receipt and release to such effect.
  8.7           Payments on Behalf of
Persons Under Incapacity.
  In the
event that any amount becomes payable under the Plan to a person who, in the
sole judgment of the Committee, is considered by reason of physical or mental
condition to be unable to give a valid receipt therefore, the Committee may
direct that such payment be made to any person found by the Committee, in its
sole judgment, to have assumed the care of such person.  Any payment
made pursuant to such determination shall constitute a full release and
discharge of the Committee and the Company.
  8.8           Limitation of Rights and
Employment Relationship.
  Neither
the establishment of the Plan and Trust nor any modification thereof, nor the
creating of any fund or account, nor the payment of any benefits shall be
construed as giving to any Participant, or Beneficiary or other person any legal
or equitable right against the Company or the trustee of the Trust except as
provided in the Plan and Trust; and in no event shall the terms of employment of
any Employee or Participant be modified or in any way be affected by the
provisions of the Plan and Trust.
  8.9           Headings.
  Headings
and subheadings in this Plan are inserted for convenience of reference only and
are not to be considered in the construction of the provisions
hereof.
  -17-
  IN
WITNESS WHEREOF, the Company, by its duly authorized officer, has caused this
Plan to be executed, and its corporate seal affixed on this __st day of
________, 200_.
  BEAZER HOMES USA,
      INC.ByIts
   [The
Compensation Committee approved this by each member signing a Unanimous Consent
from January 7 – January 8, 2008 with an effective date of January 1,
2008.]
  -18-
  BEAZER
HOMES USA, INC.
 DEFERRED
COMPENSATION PLAN
  TABLE OF
      CONTENTS
  PageARTICLE
      I DEFINITIONS
                  
                  11.1
                  Definitions
                  
                  1ARTICLE
      II PARTICIPATION
                  
                  6ARTICLE
      III DEFERRAL ELECTIONS
                  63.1
                  Elections
      to Defer Compensation
                  63.2
                  Investment
      Elections
                  
                  7ARTICLE
      IV DEFERRAL ACCOUNTS, COMPANY CONTRIBUTION ACCOUNT, ANDTRUSTFUNDING
                  
                  84.1
                  Deferral
      Accounts
                  
                  74.2
                  Company
      Contribution Account
                  84.3
                  Trust
      Funding
                  
                  8ARTICLE
      V VESTING
                  
                  9ARTICLE
      VI DISTRIBUTIONS
                  
                  96.1
                  Distribution
      of Deferred Compensation and Discretionary Company
      Contributions
                  96.2
                  Early
      Non-Scheduled Distributions
                  116.3
                  Hardship
      Distribution
                  
                  126.4
                  Inability
      to Locate Participant
                  12ARTICLE
      VII ADMINISTRATION
                  127.1
                  Committee
                  
                  127.2
                  Committee
      Action
                  
                  137.3
                  Powers
      and Duties of the Committee
                  137.4
                  Construction
      and Interpretation
                  137.5
                  Information
                  
                  14
  
  7.6
                  Compensation,
      Expenses and Indemnity
                  147.7
                  Quarterly
      Statements
                  14ARTICLE
      VIII MISCELLANEOUS
                  158.1
                  Unsecured
      General Creditor
                  158.2
                  Restriction
      Against Assignment
                  168.3
                  Withholding
                  168.4
                  Amendment,
      Modification, Suspension or Termination
                  168.5
                  Governing
      Law
                  168.6
                  Receipt
      or Release
                  178.7
                  Payments
      on Behalf of Persons Under Incapacity
                  178.8
                  Limitation
      of Rights and Employment Relationship
                  178.9
                  Headings
                  17