Standard Pacific Lp (SPF)

RECITALS

WHEREAS, the Corporation and the Rights Agent are parties to the Amended and Restated Rights Agreement, dated as of July 24, 2003 (the “Rights Agreement”); and

WHEREAS, MP CA Homes LLC, a Delaware limited liability company (the “Investor”), and the Corporation entered into that certain Investment Agreement, dated May 26, 2008 (the “Investment Agreement”), pursuant to which Investor will acquire certain shares of the Corporation as set forth in the Investment Agreement, the Board of Directors of the Corporation having approved the Investment Agreement and the transactions set forth therein; and

WHEREAS, pursuant to Section 27 of the Rights Agreement, the Board of Directors of the Corporation has determined that an amendment to the Rights Agreement as set forth herein is necessary and desirable in connection with the foregoing and the Corporation and the Rights Agent desire to evidence such amendment in writing;

NOW, THEREFORE, in consideration of the foregoing and the mutual agreement set forth herein, the parties hereto agree as follows:

“Exempt Person” shall mean (i) the Corporation, (ii) any wholly-owned Subsidiary of the Corporation, (iii) any employee benefit plan of the Corporation or of a Subsidiary of the Corporation and any Person holding Voting Shares for or pursuant to the terms of any such employee benefit plan, and (iv) the Investor and its Affiliates. Notwithstanding the foregoing, the Investor and its Affiliates shall immediately cease to be an Exempt Person hereunder (with the result that the Rights Agreement shall be applicable to Investor and its Affiliates with the same effect as though this Amendment had not occurred) from and after the earlier of (i) the date of termination of the Investment Agreement, and (ii) the date on which a majority of the members of the Board of Directors who are not designated by the Investor pursuant to the Stockholders Agreement, whether or not such members constitute a quorum of the Board of Directors, determine, in good faith, that (A) the Investor or its Affiliates are in material breach

of the Stockholders Agreement, or the Stockholders Agreement is no longer in full force and effect, and (B) that the Investor and its Affiliate shall be deemed no longer to be an Exempt Person hereunder.

RECITALS

WHEREAS, the Corporation and the Rights Agent are parties to the Amended and Restated Rights Agreement, dated as of July 24, 2003 (the “Rights Agreement”); and

WHEREAS, MP CA Homes LLC, a Delaware limited liability company (the “Investor”), and the Corporation entered into that certain Investment Agreement, dated May 26, 2008 (the “Investment Agreement”), pursuant to which Investor will acquire certain shares of the Corporation as set forth in the Investment Agreement, the Board of Directors of the Corporation having approved the Investment Agreement and the transactions set forth therein; and

WHEREAS, pursuant to Section 27 of the Rights Agreement, the Board of Directors of the Corporation has determined that an amendment to the Rights Agreement as set forth herein is necessary and desirable in connection with the foregoing and the Corporation and the Rights Agent desire to evidence such amendment in writing;

NOW, THEREFORE, in consideration of the foregoing and the mutual agreement set forth herein, the parties hereto agree as follows:

“Exempt Person” shall mean (i) the Corporation, (ii) any wholly-owned Subsidiary of the Corporation, (iii) any employee benefit plan of the Corporation or of a Subsidiary of the Corporation and any Person holding Voting Shares for or pursuant to the terms of any such employee benefit plan, and (iv) the Investor and its Affiliates. Notwithstanding the foregoing, the Investor and its Affiliates shall immediately cease to be an Exempt Person hereunder (with the result that the Rights Agreement shall be applicable to Investor and its Affiliates with the same effect as though this Amendment had not occurred) from and after the earlier of (i) the date of termination of the Investment Agreement, and (ii) the date on which a majority of the members of the Board of Directors who are not designated by the Investor pursuant to the Stockholders Agreement, whether or not such members constitute a quorum of the Board of Directors, determine, in good faith, that (A) the Investor or its Affiliates are in material breach

of the Stockholders Agreement, or the Stockholders Agreement is no longer in full force and effect, and (B) that the Investor and its Affiliate shall be deemed no longer to be an Exempt Person hereunder.