Exhibit 4.7



 



EXHIBIT 4.7



AMENDMENT TO RIGHTS AGREEMENT



          This Amendment, dated as of February 25, 2001, to the Rights Agreement,
dated as of October 18, 1996 (the “Rights Agreement”), between The Ryland
Group, Inc., a Maryland corporation (the “Company”), and Mellon Investor
Services LLC (formerly known as ChaseMellon Shareholder Services, L.L.C.), a
New Jersey limited liability company (the “Rights Agent”).



          WHEREAS, pursuant to Section 26 of the Rights Agreement, the Company and
the Rights Agent may from time to time supplement or amend any provision of the
Rights Agreement in accordance with such Section 26; and



          WHEREAS, all acts and things necessary to make this Amendment a valid
agreement enforceable according to its terms, have been done and performed, and
the execution and delivery of this Amendment by the Company and the Rights
Agent have been in all respects duly authorized by the Company and the Rights
Agent;



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



          1.     The Rights Agreement and each exhibit thereto are hereby amended by
replacing the name “ChaseMellon Shareholder Services, L.L.C.” with the name
“Mellon Investor Service LLC” each time such name appears.



          2.     The Rights Agreement is hereby modified and amended by deleting Section
1(g) thereof in its entirety.



          3.     Section 2 of the Rights Agreement is hereby modified and amended by
inserting the following sentence at the end of the paragraph: “The Rights Agent
shall have no duty to supervise and in no event shall be liable for the acts or
omissions of any such co-Rights Agent.”



          4.     Section 3(a) of the Rights Agreement is hereby modified and amended by
inserting “the Company shall promptly notify the Rights Agent of the occurrence
thereof and, if the Rights Agent is not then also the transfer agent and
registrar for the Common Stock, provide the Rights Agent with the names and
addresses of all record holders of Common Stock, and” following the words “As
soon as practicable after the Distribution Date,” in the second to last
sentence of the paragraph.



          5.     Section 6 of the Rights Agreement is hereby modified and amended by
inserting at the end of the first paragraph “The Rights Agent shall have no
duty or oblation under this Section 6 or any other similar provision of this
Agreement unless and until it is reasonably satisfied that all such taxes
and/or governmental charges have been paid in full.”



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          6.     Paragraph (c) of Section 7 of the Rights Agreement is hereby modified
and amended by deleting the word “transfer” in the first sentence and by adding
“or governmental charge” following the word “tax.”



          7.     Paragraph (c) of Section 9 of the Rights Agreement is modified and
amended by inserting “promptly notify the Rights Agent in writing of such
suspension and shall” in the second to last sentence following the word “shall”
and by inserting at the end of the sentence “(with prompt written notice to the
Rights Agent that such suspension is no longer in effect).” Paragraph (e) of
Section 9 of the Rights Agreement is hereby modified and amended by deleting
“federal and state transfer taxes and charges” in the first sentence and
replacing it with “taxes or governmental charges”; and this section is further
modified by inserting “or governmental charge” following the word “tax” in the
four instances that it appears in this paragraph.



          8.     Section 11(a)(ii)(B) of the Rights Agreement is hereby amended by
deleting the words “and who are not representatives, nominees, Affiliates or
Associates of an Acquiring Person” therefrom.



          9.     Section 14 of the Rights Agreement is hereby modified and amended by
creating a new paragraph (d) as follows:




		
	 	"(d)     The Rights Agent shall have no duty or obligation with respect to
this Section 14 unless and until it has received specific instructions
(and sufficient cash, if required) from the Company with respect to its
duties and obligations under this Section.”



          10.     The first paragraph of Section 18 of the Rights Agreement is hereby
modified and amended by inserting “preparation, delivery, amendment” before the
word “administration” in the first sentence. The second sentence is hereby
modified and amended by inserting “damage, judgment, fine, penalty, claim,
demand, settlement, cost” following “liability,” and by inserting “(as finally
determined by a court of competent jurisdiction)” following the word
“misconduct” in that sentence. This paragraph is further modified by replacing
the last sentence with the following new sentence: “The indemnity provided
herein shall survive the termination of this Agreement and the termination and
the expiration of the Rights. The costs and expenses incurred in enforcing
this right of indemnification shall be paid by the Company.”



          11.     The first paragraph of Section 19 of the Rights Agreement is hereby
modified and amended by replacing “corporate trust” with the words “shareholder
services”.



          12.     The first paragraph of Section 20 of the Rights Agreement is hereby
modified and amended by inserting “expressly” following the word “obligations”
and further by inserting “(and no implied duties or obligations)” after the
word “Agreement” in this paragraph.



          13.     Paragraph (c) of Section 20 of the Rights Agreement is hereby modified
and amended by inserting the word “gross” prior to “negligence” and by
inserting “(as finally determined by a court of competent jurisdiction at the
end of the sentence). Anything in this Agreement to the contrary
notwithstanding, in no event shall the Rights Agent be liable for



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special, punitive, indirect, incidental or consequential loss or damage of
any kind whatsoever (including, but not limited to, lost profits), even if the
Rights Agent has been advised of the possibility of such loss or damage. Any
liability of the Rights Agent under this Agreement shall be limited to the
amount of fees paid by the Company to the Rights Agent” after the word
“misconduct” at the end of this paragraph.


          14.     Paragraph (i) of Section 20 of the Rights Agreement is modified and
amended by replacing “provided reasonable care was exercised in the selection
and continued employment thereof” with the clause “absent negligence, bad
faith, or willful misconduct (as finally determined by a court of competent
jurisdiction)”.



          15.     Section 23(a) of the Rights Agreement is hereby amended by deleting
the words “Disinterested Directors” and substituting therefor the words
“members of the Board of Directors of the Company”. Section 23 of the Rights
Agreement is hereby further modified and amended by inserting the clause
“promptly notifying the Rights Agent in writing of such redemption and shall”
after the words “The Company shall” in the second sentence of paragraph (b).



          16.     Section 25 of the Rights Agreement is hereby modified and amended by
replacing the address for notice to the Rights Agent with the following:



	 	 	 
	 	 	
“Mellon Investor Services LLC
	 	 	
44 Wall Street – 6th Floor
	 	 	
New York, NY 10005
	 	 	
Attention: Relationship Manager
	 	 	 
	 	 	
with a copy to:
	 	 	 
	 	 	
Mellon Investor Services LLC
	 	 	
85 Challenger Road
	 	 	
Ridgefield Park, NJ 07660
	 	 	
Attention: General Counsel”




          17.     Section 26 of the Rights Agreement is hereby modified and amended by
deleting the words “Disinterested Directors” and substituting therefor the
words “the members of the Board of Directors of the Company”. Section 26 of
the Rights Agreement is hereby further modified and amended by inserting: “and,
provided such supplement or amendment does not change or increase the Rights
Agent’s duties, liabilities or obligations hereunder,” after the words “Section
26,” in the first sentence of the second paragraph.



          18.     Paragraph (b) of Section 27 of the Rights Agreement is hereby modified
and amended by inserting “promptly notify the Rights Agent in writing of such
exchange and shall” after the words “The Company shall” in the second sentence
of this paragraph.



          19.     Section 29 of the Rights Agreement is hereby amended:



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	 	     (a)   by deleting the parenthetical “(with, where
specifically provided for herein, the concurrence or
approval of the Disinterested Directors)” the three
times such parenthetical appears; and
	 
	 	     (b) by deleting the words “or the Disinterested
Directors” in clause (y) of the last sentence of such
Section 29.



          20.     Exhibit B to the Rights Agreement is hereby amended:




		
	 	     (a)   by deleting the parenthetical
“(including a majority of the Disinterested
Directors)” in the sixth paragraph thereof;




		
	 	     (b)   by deleting the seventh paragraph
thereof, which begins “The term ‘Disinterested
Directors’ means”, in its entirety; and




		
	 	     (c)   by deleting the words “the
Disinterested Directors” in the ninth paragraph
thereof and substituting therefor the words “a
majority of the members of the Board of
Directors of the Company”.



          21.     The Rights Agreement is hereby ratified and confirmed by the parties,
as amended hereby, and remains in full force and effect in accordance with its
terms.



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          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
Rights Agreement to be duly executed and attested, all as of the date first
above written.




	 	 	 	 	 
	 	 	
ATTEST:
	 	THE RYLAND GROUP, INC.
	 	 	 	 	 
	 	 	
By:   /s/ Sheri L. Markham
	 	By:   /s/ Timothy J. Geckle
	 	 	


	 	

	 	 	
Name: Sheri L. Markham
	 	Name: Timothy J. Geckle
	 	 	
Title: Assistant Secretary
	 	Title: Senior Vice President
	 	 	 	 	 	 
	 	 	
ATTEST:
	 	MELLON INVESTOR SERVICES LLC
	 	 	 	 	 
	 	 	
By: /s/ Regina Brown
	 	By: /s/ Monty Harry
	 	 	


	 	

	 	 	
Name: Regina Brown
	 	Name: Monty Harry
	 	 	
Title: Vice President
	 	Title: Assistant Vice President




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