The Rylan Group, Inc. - Exhibit 10.14



 




Exhibit 10.14




The Ryland Group, Inc.

Senior Executive Supplemental Retirement Plan

Master Plan Document




Effective July 1, 2003





 








 


The Ryland Group, Inc.

Senior Executive Supplemental Retirement Plan

Master Plan Document






TABLE OF CONTENTS




	 	 	 	 	 	 
	 	 	 	Page
	 	 	 	

	ARTICLE 1 Definitions
	 	 	1	 
	ARTICLE 2 Vesting
	 	 	3	 
	 	2.1 Vesting in Benefits
	 	 	3	 
	ARTICLE 3 Benefits
	 	 	3	 
	 	3.1 Eligibility for Benefits
	 	 	3	 
	 	3.2 Death Benefit
	 	 	4	 
	 	3.3 Lump Sum Payment and Change of Commencement Date
	 	 	4	 
	 	3.4 Withdrawal Election
	 	 	4	 
	 	3.5 Committee Discretion
	 	 	5	 
	 	3.6 Withholding and Payroll Taxes
	 	 	5	 
	ARTICLE 4 Termination, Amendment or Modification of the Plan
	 	 	5	 
	 	4.1 Termination or Amendment
	 	 	5	 
	 	4.2 Termination of Agreement
	 	 	5	 
	ARTICLE 5 Other Benefits and Agreements
	 	 	5	 
	 	5.1 Coordination with Other Benefits
	 	 	5	 
	ARTICLE 6 Administration of this Plan
	 	 	5	 
	 	6.1 Committee Duties
	 	 	5	 
	 	6.2 Administration Upon Change in Control
	 	 	6	 
	 	6.3 Agents
	 	 	6	 
	 	6.4 Binding Effect of Decisions
	 	 	6	 
	 	6.5 Indemnity of Committee
	 	 	6	 
	 	6.6 Company Information
	 	 	7	 
	ARTICLE 7 Claims Procedures
	 	 	7	 
	 	7.1 Presentation of Claim
	 	 	7	 
	 	7.2 Notification of Decision
	 	 	7	 
	 	7.3 Review of a Denied Claim
	 	 	8	 
	 	7.4 Decision on Review
	 	 	8	 
	 	7.5 Legal Action
	 	 	8	 
	 	7.6 Named Fiduciary
	 	 	8	 







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The Ryland Group, Inc.

Senior Executive Supplemental Retirement Plan

Master Plan Document




	 	 	 	 	 	 
	 	 	 	 	 	 
	ARTICLE 8 Beneficiary Designation
	 	 	8	 
	 	8.1 Beneficiary
	 	 	8	 
	 	8.2 Beneficiary Designation; Change; Spousal Consent
	 	 	9	 
	 	8.3 Acknowledgement
	 	 	9	 
	 	8.4 No Beneficiary Designation
	 	 	9	 
	 	8.5 Doubt as to Beneficiary
	 	 	9	 
	 	8.6 Discharge of Obligations
	 	 	9	 
	ARTICLE 9 Trust
	 	 	9	 
	 	9.1 Establishment of the Trust
	 	 	9	 
	 	9.2 Interrelationship of the Plan and the Trust
	 	 	9	 
	 	9.3 Deposits
	 	 	10	 
	ARTICLE 10 Miscellaneous
	 	 	10	 
	 	10.1 Status of Plan
	 	 	10	 
	 	10.2 Unsecured General Creditor
	 	 	10	 
	 	10.3 Company’s Liability
	 	 	10	 
	 	10.4 Nonassignability
	 	 	10	 
	 	10.5 Furnishing Information
	 	 	10	 
	 	10.6 Terms
	 	 	11	 
	 	10.7 Captions
	 	 	11	 
	 	10.8 Governing Law
	 	 	11	 
	 	10.9 Validity
	 	 	11	 
	 	10.10 Notice
	 	 	11	 
	 	10.11 Successors
	 	 	11	 
	 	10.12 Spouse’s Interest
	 	 	11	 
	 	10.13 Incompetent
	 	 	11	 
	 	10.14 Court Order
	 	 	12	 
	 	10.15 Distribution in the Event of Taxation
	 	 	12	 
	 	10.16 Legal Fees To Enforce Rights After Change in Control
	 	 	12	 







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The Ryland Group, Inc.

Senior Executive Supplemental Retirement Plan

Master Plan Document




THE RYLAND GROUP, INC.

SENIOR EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN

Effective July 1, 2003




     The purpose of this Plan is to provide specified benefits to a select
group of management and highly compensated employees who contribute materially
to the continued growth, development and future business success of the
Company. This Plan shall be unfunded for tax purposes and for purposes of
Title I of ERISA.




ARTICLE 1

Definitions




     For purposes hereof, unless otherwise clearly apparent from the context,
the following phrases or terms shall have the following indicated meanings:




	 	 	 
	1.1	 	
“Beneficiary” shall mean one or more persons, trusts, estates or other
entities, designated, in accordance with Article 8, that are entitled to
receive the Participant’s benefits under this Agreement upon the
Participant’s death.






	 	 	 
	1.2	 	
“Beneficiary Designation Form” shall mean the form established from time
to time by the Committee that the Participant completes, signs and returns
to the Committee to designate a Beneficiary.






	 	 	 
	1.3	 	
“Change in Control” shall mean the first to occur of any of the following
events:






	 	(a)	 	The acquisition by any person, other than the Company or any
employee benefit plan of the Company, of beneficial ownership of 20%
or more of the combined voting power of the Company’s then
outstanding voting securities;






	 	(b)	 	The first purchase under a tender offer or exchange offer,
other than an offer by the Company or any employee benefit plans of
the Company, pursuant to which shares of common stock have been
purchased;






	 	(c)	 	During any period of two consecutive years, individuals who at
the beginning of such period constitute the Board of Directors of the
Company cease for any reason to constitute at least a majority
thereof, unless the election or nomination for the election by
stockholders of the Company of each new director was approved by a
vote of at least two-thirds of the directors then still in office who
were directors at the beginning of such period; or






	 	(d)	 	Approval by stockholders of the Company of a merger,
consolidation, liquidation or dissolution of the Company, or the sale
of all or substantially all of the assets of the Company.






	 	 	 
	1.4	 	
“Claimant” shall have the meaning set forth in Section 7.1.






	 	 	 
	1.5	 	
“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.







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The Ryland Group, Inc.

Senior Executive Supplemental Retirement Plan

Master Plan Document




	 	 	 
	1.6	 	
“Committee” shall mean the committee described in Article 6.






	 	 	 
	1.7	 	
“Company” shall mean The Ryland Group, Inc., a Maryland corporation.






	 	 	 
	1.8	 	
“Compensation Committee” shall mean the Compensation Committee of the
Board of Directors of the Company.






	 	 	 
	1.9	 	
“Death Benefit” shall mean a benefit described in Section 3.2(c)






	 	 	 
	1.10	 	
“Effective Date” of the Plan is July 1, 2003.






	 	 	 
	1.11	 	
“Election Form” shall mean the form upon which the Participant elects the
manner of distribution of his or her Vested SERP Benefit and/or Death
Benefit, and shall be made in such form as the Committee may require.






	 	 	 
	1.12	 	
“ERISA” shall mean the Employee Retirement Income Security Act of 1974,
as amended from time to time.






	 	 	 
	1.13	 	
“Initial Participants” are Mark L. Beisswanger, Robert J. Cunnion, III,
Eric E. Elder, David L. Fristoe, John M. Garrity, Timothy J. Geckle,
Cathey S. Lowe, Gordon A. Milne, Daniel G. Schreiner and Kipling W. Scott.






	 	 	 
	1.14	 	
“Involuntary Termination of Employment Without Cause” shall mean an
involuntary termination of the Participant’s employment with the Company
other than by reason of the Participant’s (i) willful and continued
failure to perform the material duties of his or her position after
receiving notice of such failure and being given reasonable opportunity to
cure such failure; (ii) willful misconduct which is demonstrably and
materially injurious to the Company; or (iii) conviction of a felony. No
act or failure to act on the part of the Participant shall be considered
“willful” unless it is done or omitted to be done in bad faith or without
reasonable belief that the action or omission was in the best interest of
the Company.






	 	 	 
	1.15	 	
“Lump Sum” shall mean the present value equivalent of a Participant’s
remaining unpaid Vested SERP Benefit or Death Benefit, as the case may be,
using an 8% discount rate.






	 	 	 
	1.16	 	
“Participant” shall mean any Employee (i) who is selected to participate
in the Plan, (ii) who signs an Election Form and a Beneficiary Designation
Form, and (iii) whose participation in the Plan has not terminated. As of
the Effective Date of the Plan, the Participants are the Initial
Participants. A spouse or former spouse of a Participant, as such, shall
not be treated as a Participant in the Plan or have a SERP Benefit under
the Plan, even if he or she has an interest in the Participant’s benefits
under the Plan as a beneficiary, or as a result of applicable law or
property settlements resulting from legal separation or divorce.






	 	 	 
	1.17	 	
“Plan” shall mean the Company’s Senior Executive Supplemental Retirement
Plan, which shall be evidenced by this instrument, as it may be amended
from time to time.






	 	 	 
	1.18	 	
“SERP Benefit” shall mean a benefit described in Section 3.1(c)






	 	 	 
	1.19	 	
“Termination of Employment” shall mean the severing of employment with
the Company, voluntarily or involuntarily, for any reason.







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The Ryland Group, Inc.

Senior Executive Supplemental Retirement Plan

Master Plan Document




	 	 	 
	1.20	 	
“Trust” shall mean the trust established pursuant to that certain Master
Trust Agreement, dated as of November 1, 2002, between the Company and the
trustee named therein, as amended from time to time.






	 	 	 
	1.21	 	
“Vested SERP Benefit” shall mean a benefit described in Section 3.1(c)






ARTICLE 2

Vesting




	 	 	 
	2.1	 	
Vesting in Benefits






	 	(a)	 	General. The Participant shall vest in his or her SERP Benefit
according to the following vesting schedule, provided that he or she
is continuously employed with the Company from his or her
commencement of participation in the Plan (which for Initial
Participants is July 1, 2003) through the specified date of vesting:






	 	 	 	 	 
	Anniversary of Plan	 	 
	Participation	 	Vesting Percentage
	
	 	

	1st Year
	 	 	20	%
	2nd Year
	 	 	40	%
	3rd Year
	 	 	60	%
	4th Year
	 	 	80	%
	5th Year
	 	 	100	%






	 	(b)	 	Special. For the Initial Participants in the Plan, the
“Anniversary of Plan Participation” shall be determined using a Plan
Participation date of July 1, 2003 such that the Anniversary of Plan
Participation for “1st Year” is July 1, 2004, for “2nd Year” is July
1, 2005, for “3rd Year” is July 1, 2006, for “4th Year “ is July 1,
2007 and for “5th Year” is July 1, 2008. Notwithstanding anything to
the contrary in this Section 2.1, the Participant shall immediately
become 100% vested (if he or she is not already vested in accordance
with the above vesting schedule) in his or her SERP Benefit upon the
occurrence of a Change in Control or if he or she experiences an
Involuntary Termination of Employment Without Cause.






ARTICLE 3

Benefits




	 	 	 
	3.1	 	
Eligibility for Benefits






	 	(a)	 	SERP Benefit. Upon Termination of Employment, the Participant
shall be eligible to receive his or her Vested SERP Benefit starting
on the date specified below.





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The Ryland Group, Inc.

Senior Executive Supplemental Retirement Plan

Master Plan Document




	 	(b)	 	Commencement of SERP Benefit. The payment of the Participant’s
Vested SERP Benefit shall commence within sixty (60) days of January
1 following the Participant’s 60th birthday or such later date, as
elected by the Participant at the time of his or her commencement of
participation in the Plan, that is not later than January 1 following
his or her 65th birthday.






	 	(c)	 	SERP Benefit Amount. A Participant’s “SERP Benefit” is a
benefit in the form of 15 annual payments in the amount of $150,000
each. A Participant’s “Vested SERP Benefit” is the benefit specified
in the preceding sentence multiplied for each payment by the
applicable vesting percentage set forth in Article 2 of this Plan.






	 	 	 
	3.2	 	
Death Benefit






	 	(a)	 	Death Benefit. In the event that the Participant dies before
his or her Vested SERP Benefit has been paid in full, the
Participant’s Beneficiary shall receive a Death Benefit.






	 	(b)	 	Commencement of Death Benefit. The Death Benefit shall be paid
to the Participant’s Beneficiary commencing no later than sixty (60)
days after the date on which the Participant would have otherwise
received the next SERP Benefit payment had he or she lived; provided,
however that such Death Benefit payment shall commence only if the
Committee receives proof that is satisfactory to the Committee of the
Participant’s death prior to that scheduled SERP Benefit payment
date. If such proof is not timely received, the Death Benefit shall
commence no later than sixty (60) days after such proof is received.






	 	(c)	 	Death Benefit Amount. The “Death Benefit” paid to a
Participant’s beneficiary as a result of the Participant’s death
shall be a benefit in the form of the Participant’s remaining unpaid
Vested SERP Benefit.






	 	 	 
	3.3	 	
Lump Sum Payment and Change of Commencement Date. In lieu of the forms
of payment set forth in Sections 3.1 and 3.2 above, the Participant may
elect on an Election Form to have his or her (i) Vested SERP Benefit paid
in a Lump Sum, and/or (ii) his or her Death Benefit paid in a Lump Sum.
Subsequent to any initial election, the Participant may change the payment
commencement day or the form of benefit payment (i.e., lump sum or 15
annual payments) by submitting a new Election Form to the Committee,
provided that any such Election Form is submitted to and accepted by the
Committee in its sole discretion at least one (1) year prior to the date
on which the payment of the applicable benefit would have commenced
without the new election. The Election Form most recently accepted by the
Committee shall govern the payout of the Participant’s Vested SERP Benefit
and Death Benefit. If a Participant’s election to change the commencement
date of benefit payments or the form of benefit payments is not timely
submitted, then such change election shall be deemed void.






	 	 	 
	3.4	 	
Withdrawal Election. On or after the date that payments commence under
this Plan, the Participant, or his or her Beneficiary, as the
case may be, may elect to receive all or a percentage of the Participant’s
remaining unpaid Vested SERP Benefit payments or Death Benefit payments,







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The Ryland Group, Inc.

Senior Executive Supplemental Retirement Plan

Master Plan Document




	 	 	 
	 	 	
in a Lump Sum, less a penalty equal to 10% of the Lump Sum amount (the net
amount shall be referred to as the “Benefit Amount”). The Participant, or
his or her Beneficiary, shall make this election by giving the Committee
advance written notice of the election in a form determined from time to
time by the Committee. The Participant, or his or her Beneficiary, shall
be paid the Benefit Amount within sixty (60) days of the election date.
In the event that a Participant elects to receive less than 100% of his or
her remaining unpaid Vested SERP Benefit payments or Death Benefit
payments as a distribution under this Section, any remaining annual
installments payable pursuant to Article 3 shall be adjusted accordingly.






	 	 	 
	3.5	 	
Committee Discretion. Upon the request of the Participant, the
Committee, in its sole discretion and consistent with its established
procedures and rules, may consider other forms of benefit payments, or the
timing of benefit payments, as it deems necessary and prudent under the
circumstances.






	 	 	 
	3.6	 	
Withholding and Payroll Taxes. The Company shall withhold from any and
all benefits made under this Article 3, all federal, state and local
income, employment and other taxes required to be withheld by the Company
in connection with the benefits hereunder, in amounts to be determined in
the sole discretion of the Company.






ARTICLE 4

Termination, Amendment or Modification of the Plan




	 	 	 
	4.1	 	
Termination or Amendment. This Agreement may be amended or terminated
only by a written agreement executed by both the Company and all of the
current Participants.






	 	 	 
	4.2	 	
Termination of Agreement. Unless otherwise modified pursuant to Section
4.1 above, this Plan shall terminate upon the full payment to all
Participants of all Participants’ Vested SERP Benefits or Death Benefits
in accordance with Article 3.






ARTICLE 5

Other Benefits and Agreements




	 	 	 
	5.1	 	
Coordination with Other Benefits. The benefits provided for the
Participant under this Plan are in addition to any other benefits
available to such Participant under any other plan or program for
employees of the Company. This Plan shall supplement and shall not
supersede, modify or amend any other such plan or program except as may
otherwise be expressly provided.






ARTICLE 6

Administration of the Plan




	 	 	 
	6.1	 	
Committee Duties. This Plan shall be administered by a Committee, which
shall consist of the Compensation Committee, or such committee as the
Compensation Committee shall appoint. The Committee shall have the
discretion and authority to (i) make, amend, interpret and enforce all







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The Ryland Group, Inc.

Senior Executive Supplemental Retirement Plan

Master Plan Document




	 	 	 
	 	 	
appropriate rules and regulations for the administration of this Plan,
(ii) make benefit entitlement determinations, and (iii) decide or resolve
any and all questions including interpretations of this Plan, as may arise
in connection with the Plan.






	 	 	 
	6.2	 	
Administration Upon Change in Control. For purposes of this Plan, the
Committee shall be the “Administrator” at all times prior to the
occurrence of a Change in Control. Upon and after the occurrence of a
Change in Control, the “Administrator” shall be an independent third party
selected by the Compensation Committee of the Board of Directors of the
Company, as such Compensation Committee was constituted prior to the
Change in Control. The Administrator shall have the discretionary power
to determine all questions arising in connection with the administration
of the Plan and the interpretation of the Plan and Trust including, but
not limited to benefit entitlement determinations; provided, however, upon
and after the occurrence of a Change in Control, the Administrator shall
have no power to direct the investment of Trust assets or select any
investment manager or custodial firm for the Trust. Upon and after the
occurrence of a Change in Control, the Company must: (1) pay all
reasonable administrative expenses and fees of the Administrator; (2)
indemnify the Administrator against any costs, expenses and liabilities
including, without limitation, attorney’s fees and expenses arising in
connection with the performance of the Administrator hereunder, except
with respect to matters resulting from the gross negligence or willful
misconduct of the Administrator or its employees or agents; and (3) supply
full and timely information to the Administrator on all matters relating
to the Plan, the Trust, the Participant and his or her Beneficiaries, the
Participant’s benefits under this Plan, the date and circumstances of the
Participant’s termination of employment or death, and such other pertinent
information as the Administrator may reasonably require. Upon and after a
Change in Control, the Administrator may be terminated (and a replacement
appointed) only with the approval of the Compensation Committee of the
Board of Directors of the Company, as such Compensation Committee was
constituted prior to a
Change in Control. Upon and after a Change in Control, the Administrator
may not be terminated by the Company. If the Administrator resigns or is
removed and no successor is appointed and approved by the Compensation
Committee of the Board of Directors of the Company, as such Compensation
Committee was constituted prior to a Change in Control, the Participant
may apply to a court of competent jurisdiction for appointment of a
successor third-party administrator.






	 	 	 
	6.3	 	
Agents. In the administration of this Plan, the Committee may employ
agents and delegate to them such administrative duties as it sees fit,
(including acting through a duly appointed representative), and may from
time to time consult with counsel who may be counsel to the Company.






	 	 	 
	6.4	 	
Binding Effect of Decisions. The decision or action of the Committee
with respect to any question arising out of or in connection with the
administration, interpretation and application of the Plan and the rules
and regulations promulgated hereunder shall be final and conclusive and
binding upon all persons having any interest in the Plan.






	 	 	 
	6.5	 	
Indemnity of Committee. The Company shall indemnify and hold harmless
the members of the Committee against any and all claims, losses, damages,
expenses or liabilities arising from any action or failure to act with
respect to this Plan, except in the case of willful misconduct by the
Committee or any of its members.







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The Ryland Group, Inc.

Senior Executive Supplemental Retirement Plan

Master Plan Document




	 	 	 
	6.6	 	
Company 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 the Participant, the date and
circumstances of the Participant’s termination of employment or death, and
such other pertinent information as the Committee may reasonably require.






ARTICLE 7

Claims Procedures




	 	 	 
	7.1	 	
Presentation of Claim. The Participant or his or her Beneficiary (such
Participant or Beneficiary being referred to below as a “Claimant”) may
deliver to the Committee a written claim for a determination with respect
to the amounts distributable to such Claimant pursuant to this Plan. If
such a claim relates to the contents of a notice received by the Claimant,
the claim must be made within sixty (60) days after such notice was
received by the Claimant. All other claims must be made within 180 days
of the date on which the event that caused the claim to arise occurred.
The claim must state with particularity the determination desired by the
Claimant.






	 	 	 
	7.2	 	
Notification of Decision. The Committee shall consider a Claimant’s
claim within a reasonable time, but no later than ninety (90) days after
receiving the claim. If the Committee determines that special
circumstances require an extension of time for processing the claim,
written notice of the extension shall be furnished to the Claimant prior
to the termination of the initial ninety (90) day period. In no event
shall such
extension exceed a period of ninety (90) days from the end of the initial
period. The extension notice shall indicate the special circumstances
requiring an extension of time and the date by which the Committee expects
to render the benefit determination. The Committee shall notify the
Claimant in writing:






	 	(a)	 	that the Claimant’s requested determination has been made, and
that the claim has been allowed in full; or






	 	(b)	 	that the Committee has reached a conclusion contrary, in whole
or in part, to the Claimant’s requested determination, and such
notice must set forth in a manner calculated to be understood by the
Claimant:






	 	(i)	 	the specific reason(s) for the denial of the claim,
or any part of it;






	 	(ii)	 	specific reference(s) to pertinent provisions of
the Plan upon which such denial was based;






	 	(iii)	 	a description of any additional material or
information necessary for the Claimant to perfect the claim,
and an explanation of why such material or information is
necessary;






	 	(iv)	 	an explanation of the claim review procedure set
forth in Section 7.3 below; and






	 	(v)	 	a statement of the Claimant’s right to bring a
civil action under ERISA Section 502(a) following an adverse
benefit determination on review.







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The Ryland Group, Inc.

Senior Executive Supplemental Retirement Plan

Master Plan Document




	 	 	 
	7.3	 	
Review of a Denied Claim. On or before sixty (60) days after receiving a
notice from the Committee that a claim has been denied, in whole or in
part, a Claimant (or the Claimant’s duly authorized representative) may
file with the Committee a written request for a review of the denial of
the claim. The Claimant (or the Claimant’s duly authorized
representative):






	 	(a)	 	may, upon request and free of charge, have reasonable access
to, and copies of, all documents, records and other information
relevant to the claim for benefits;






	 	(b)	 	may submit written comments or other documents; and/or






	 	(c)	 	may request a hearing, which the Committee, in its sole
discretion, may grant.






	 	 	 
	7.4	 	
Decision on Review. The Committee shall render its decision on review
promptly, and no later than sixty (60) days after the Committee receives
the Claimant’s written request for a review of the denial of the claim.
If the Committee determines that special circumstances require an
extension of time for processing the claim, written notice of the
extension shall be furnished to the Claimant prior to the termination of
the initial sixty (60) day period. In no event shall such extension
exceed a period of sixty (60) days from the end of the initial period.
The extension notice shall indicate the special circumstances requiring an
extension of time and the date by which the Committee expects to render
the benefit determination. In rendering its decision, the Committee shall
take into account all comments, documents, records and other information
submitted by the Claimant relating to the claim,
without regard to whether such information was submitted or considered in
the initial benefit determination. The decision must be written in a
manner calculated to be understood by the Claimant, and it must contain:






	 	(a)	 	specific reasons for the decision;






	 	(b)	 	specific reference(s) to the pertinent Plan provisions upon
which the decision was based;






	 	(c)	 	a statement that the Claimant is entitled to receive, upon
request and free of charge, reasonable access to and copies of, all
documents, records and other information relevant (as defined in
applicable ERISA regulations) to the Claimant’s claim for benefits;
and






	 	(d)	 	a statement of the Claimant’s right to bring a civil action
under ERISA Section 502(a).






	 	 	 
	7.5	 	
Legal Action. A Claimant’s compliance with the foregoing provisions of
this Article 7 is a mandatory prerequisite to a Claimant’s right to
commence any legal action with respect to any claim for benefits under
this Plan.






	 	 	 
	7.6	 	
Named Fiduciary. The Committee shall be the named fiduciary, within the
meaning of ERISA, with respect to this Plan solely for purposes of this
Article 7.






ARTICLE 8

Beneficiary Designation




	 	 	 
	8.1	 	
Beneficiary. The Participant shall have the right, at any time, to
designate his or her Beneficiary(ies) (both primary as well as contingent)
to receive any benefits payable under the Plan to a beneficiary upon the
Participant’s death. The Beneficiary designated under this Plan may be







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The Ryland Group, Inc.

Senior Executive Supplemental Retirement Plan

Master Plan Document




	 	 	 
	 	 	
the same as or different from the Beneficiary designation under any other
plan of the Company in which the Participant participates.






	 	 	 
	8.2	 	
Beneficiary Designation; Change; Spousal Consent. The Participant shall
designate his or her Beneficiary by completing and signing the Beneficiary
Designation Form, and returning it to the Committee or its designated
agent. The Participant shall have the right to change a Beneficiary by
completing, signing and otherwise complying with the terms of the
Beneficiary Designation Form and the Committee’s rules and procedures, as
in effect from time to time. If the Participant names someone other than
his or her spouse as a Beneficiary and if the Committee requires that
spousal consent be obtained with respect to the Participant, a spousal
consent, in the form designated by the Committee, must be signed by the
Participant’s spouse and returned to the Committee. Upon the acceptance
by the Committee of a new Beneficiary Designation Form, all Beneficiary
designations previously filed shall be cancelled. The Committee shall be
entitled to rely on the last Beneficiary Designation Form filed by the
Participant and accepted by the Committee prior to his or her death.






	 	 	 
	8.3	 	
Acknowledgment. No designation or change in designation of a Beneficiary
shall be effective until received, accepted and acknowledged in writing by
the Committee or its designated agent.






	 	 	 
	8.4	 	
No Beneficiary Designation. If the Participant fails to designate a
Beneficiary as provided in Sections 8.2 and 8.3 above or, if all
designated Beneficiaries predecease the Participant or die prior to
complete distribution of the Participant’s benefits, then the
Participant’s spouse shall be the designated Beneficiary. If the
Participant has no surviving spouse, the benefits remaining under the Plan
shall be payable to the executor or personal representative of the
Participant’s estate.






	 	 	 
	8.5	 	
Doubt as to Beneficiary. If the Committee has any doubt as to the proper
Beneficiary to receive payments pursuant to this Plan, the Committee shall
have the right, exercisable in its discretion, to cause the Company to
withhold such payments until this matter is resolved to the Committee’s
satisfaction.






	 	 	 
	8.6	 	
Discharge of Obligations. The payment of benefits under this Plan to a
Beneficiary shall fully and completely discharge the Company and the
Committee from all further obligations under this Plan with respect to the
Participant, and this Plan shall terminate upon such full payment of
benefits.






ARTICLE 9

Trust




	 	 	 
	9.1	 	
Establishment of the Trust. The Company shall establish the Trust. In
order to provide the cash payments needed to fulfill the obligations to
Participants under the Plan, the Company shall at least annually transfer
over to the Trust the amount of cash or other property, including
securities, to provide for all anticipated benefit payments under the
Plan. In the event of a Change in Control, the Company shall immediately
transfer over to the Trust the amount of cash needed to provide for all
benefit payments required under Articles 2 and 3 for all Participants,
including in connection with Section 2.1(b)






	 	 	 
	9.2	 	
Interrelationship of the Plan and the Trust. The provisions of this Plan
shall govern the rights of the Participant to receive distributions. The
provisions of the Trust shall govern the rights of the







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The Ryland Group, Inc.

Senior Executive Supplemental Retirement Plan

Master Plan Document




	 	 	 
	 	 	
Company, the
Participant and the creditors of the Company to the assets transferred to
the Trust. The Company shall at all times remain liable to carry out its
obligations under the Plan. The Company’s obligations under the Plan may
be satisfied with Trust assets distributed pursuant to the terms of the
Trust, and any such distribution shall reduce the Company’s obligations
under this Plan.






	 	 	 
	9.3	 	
Deposit. The Company shall deposit into the Trust an amount of cash or
other assets, including securities, equal to all anticipated benefits and
payments under the Plan. Immediately upon a Change in Control, the
Company shall deposit into the Trust the amount of cash or other assets
sufficient in amount to cause the total value of cash or other assets in
the Trust to equal the present value of all payments of all SERP Benefits
to all Participants under Articles 2 and 3, including Section 2.1(b),
using an 8% discount rate.






ARTICLE 10

Miscellaneous




	 	 	 
	10.1	 	
Status of Plan. This Plan is intended to be a plan that is not
qualified within the meaning of Code Section 401(a) and that is “unfunded
and is maintained by an employer primarily for the purpose of providing
deferred compensation for a select group of management or highly
compensated employees” within the meaning of ERISA Sections 201(2),
301(a)(3) and 401(a)(1). This Plan shall be administered and interpreted
to the extent possible in a manner consistent with that intent.






	 	 	 
	10.2	 	
Unsecured General Creditor. The Participant and his or her
Beneficiaries, successors and assigns shall have no legal or equitable
rights, interests or claims in any property or assets of the Company.
Any and all of the Company’s assets shall be, and remain, the general,
unpledged unrestricted assets of the Company.







	 	 	 
	10.3	 	
Company’s Liability. The Company’s liability for the payment of benefits
shall be defined only by this Plan.






	 	 	 
	10.4	 	
Nonassignability. Neither the Participant nor any other person shall
have any right to commute, sell, assign, transfer, pledge, anticipate,
mortgage or otherwise encumber, transfer, hypothecate or convey in advance
of actual receipt, the amounts, if any, payable hereunder, or any part
thereof, which are, and all rights to which are, expressly declared to be,
unassignable and non-transferable. No part of the amounts payable shall,
prior to actual payment, be subject to seizure or sequestration for the
payment of any debts, judgments, alimony or separate maintenance owed by
the Participant or any other person, nor be transferable by operation of
law in the event of the Participant’s or any other person’s bankruptcy or
insolvency.






	 	 	 
	10.5	 	
Furnishing Information. The Participant or his or her Beneficiary will
cooperate with the Committee by furnishing any and all information
requested by the Committee and take such other actions as may be requested
in order to facilitate the administration of this Plan and the payments of
benefits hereunder, including but not limited to taking such physical
examinations as the Committee may deem necessary.







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The Ryland Group, Inc.

Senior Executive Supplemental Retirement Plan

Master Plan Document




	 	 	 
	10.6	 	
Terms. Whenever any words are used herein in the masculine, they shall
be construed as though they were in the feminine in all cases where they
would so apply; and wherever any words are used herein in the singular or
in the plural, they shall be construed as though they were used in the
plural or the singular, as the case may be, in all cases where they would
so apply.






	 	 	 
	10.7	 	
Captions. The captions of the articles, sections and paragraphs of this
Plan are for convenience only and shall not control or affect the meaning
or construction of any of its provisions.






	 	 	 
	10.8	 	
Governing Law. Subject to ERISA, the provisions of this Plan shall be
construed and interpreted according to the internal laws of the State of
Maryland without regard to its conflict of laws principles.






	 	 	 
	10.9	 	
Validity. In case any provision of this Plan shall be illegal or invalid
for any reason, said illegality or invalidity shall not affect the
remaining parts hereof, but this Plan shall be construed and enforced as
if such illegal and invalid provision had never been inserted herein.






	 	 	 
	10.10	 	
Notice. Any notice or filing required or permitted to be given to the
Committee under this Plan shall be sufficient if in writing and
hand-delivered, or sent by registered or certified mail, to the address
below:






	 
	Senior Vice President, Human Resources
	The Ryland Group, Inc.
	24025 Park Sorrento
	Suite 400
	Calabasas, California 91302






	 	 	 
	 	 	
Such notice shall be deemed given as of the date of delivery or, if
delivery is made by mail, as of the date shown on the postmark on the
receipt for registration or certification.






	 	 	 
	 	 	
Any notice or filing required or permitted to be given to the Participant
under this Plan shall be sufficient if in writing and hand-delivered, or
sent by mail, to the last known address of the Participant.






	 	 	 
	10.11	 	
Successors. The provisions of this Plan shall bind and inure to the
benefit of the Company and its successors and assigns and the Participant
and his or her Beneficiary.






	 	 	 
	10.12	 	
Spouse’s Interest. The interest in the benefits hereunder of a spouse
of the Participant who has predeceased the Participant shall automatically
pass to the Participant and shall not be transferable by such spouse in
any manner, including but not limited to such spouse’s will, nor shall
such interest pass under the laws of intestate succession.






	 	 	 
	10.13	 	
Incompetent. If the Committee determines in its discretion that a
benefit under this Plan is to be paid to a minor, a person declared
incompetent or to a person incapable of handling the disposition of that
person’s property, the Committee may direct payment of such benefit to the
guardian, legal representative or person having the care and custody of
such minor, incompetent or incapable person. The Committee may require
proof of minority, incompetency, incapacity or guardianship, as it may
deem appropriate prior to distribution of the benefit. Any payment of a
benefit shall be a







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The Ryland Group, Inc.

Senior Executive Supplemental Retirement Plan

Master Plan Document




	 	 	 
	 	 	
payment for the account of the Participant and the
Participant’s Beneficiary, as the case may be, and shall be a complete
discharge of any liability under the Plan for such payment amount.






	 	 	 
	10.14	 	
Court Order. The Committee is authorized to make any payments directed
by court order in any action in which the Committee has been named as a
party.






	 	 	 
	10.15	 	
Distribution in the Event of Taxation






	 	(a)	 	In General. If, for any reason, all or any portion of the
Participant’s benefit under this Plan becomes taxable to the
Participant prior to receipt, the Participant may petition the
Committee for a distribution of that portion of his or her benefit
that has become taxable. Upon the grant of such a petition, which
grant shall not be unreasonably withheld, the Company shall
distribute to the Participant immediately available funds in an
amount equal to the taxable portion of his or her benefit (which
amount shall not exceed the Participant’s unpaid Vested SERP Benefit
under the Plan). If the petition is granted, the tax liability
distribution shall be made within ninety (90) days of the date when
the Participant’s petition is granted. Such a distribution shall
affect and reduce the benefits to be paid under this Plan.






	 	(b)	 	Trust. If the Trust terminates in accordance with its terms
and benefits are distributed from the Trust to the Participant or his
or her Beneficiary in accordance therewith, the Participant’s
benefits under this Plan shall be reduced to the extent of such
distributions.






	 	 	 
	10.16	 	
Legal Fees To Enforce Rights After Change in Control. The Company is
aware that upon the occurrence of a Change in Control, the Board of
Directors of the Company (which might then be composed of new members) or
a shareholder of the Company or of any successor corporation or affiliate
of a successor corporation might then cause or attempt to cause the
Company or such successor to refuse to comply with its obligations under
the Plan and might cause or attempt to cause the Company to institute, or
may institute, litigation seeking to deny the Participant the benefits
intended under the Plan. In these circumstances, the purpose of the Plan
could be frustrated. Accordingly, if, following a Change in Control, it
should appear to the Participant that the Company or any successor
corporation has failed to comply with any of its obligations under the
Plan or any agreement thereunder or, if the Company or any other person
takes any action to declare the Plan void or unenforceable or institutes
any action, litigation or legal action designed to deny, diminish or to
recover from the Participant the benefits intended to be provided, then
the Company irrevocably authorizes such Participant to retain counsel of
his or her choice at the expense of the Company to represent such
Participant in connection with the initiation or defense of any action,
litigation or legal action, whether by or against the Company or any
director, officer, shareholder, other person or entity affiliated with the
Company or any successor corporation or affiliate of a successor
corporation thereto in any jurisdiction.







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The Ryland Group, Inc.

Senior Executive Supplemental Retirement Plan

Master Plan Document



IN WITNESS WHEREOF, the parties have executed this Plan effective as of July 1,
2003.




	 	 	 	 	 
	 	 	“Company”

The Ryland Group, Inc., a Maryland corporation
	 	 	 	 	 
	 	 	
By:	 	/s/ R. Chad
Dreier
	 	 	 	 	

	 	 	 	 	R. Chad Dreier

Chairman, President and Chief Executive Officer
	 	 	 	 	 
	 	 	
Attest:	 	/s/ Timothy J. Geckle
	 	 	 	 	

	 	 	 	 	Timothy J. Geckle

Senior Vice President, General Counsel/Secretary








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