Exhibit 10.11  THE
RYLAND GROUP, INC.
2008 EQUITY INCENTIVE PLAN  Amendment
and Restatement  1.                     
Purpose and Types of Awards  The purpose of THE RYLAND
GROUP, INC. 2008 EQUITY INCENTIVE PLAN (the Plan) is to promote the long-term
growth and profitability of the Corporation by providing key people with
incentives to improve stockholder value and to contribute to the growth and
financial success of the Corporation.  The Plan permits the granting
of stock options (including incentive stock options qualifying under Code Section 422
and nonqualified stock options), restricted stock awards, stock units or any
combination of the foregoing.  2.                     
Definitions  Under this Plan, except where the context otherwise indicates, the following
definitions apply:  (a)  Administratormeans the Board,
the Compensation Committee of the Board, or any committee or committees that
are appointed by the Compensation Committee or the Board that have authority to
administer the Plan as provided in Section 3 hereof.  (b)  Affiliateshall mean any
entity, whether now or hereafter existing, which controls, is controlled by or
is under common control with the Corporation (including joint ventures, limited
liability companies and partnerships). For this purpose, control shall mean
ownership of 50 percent or more of the total combined voting power or value of
all classes of stock or interests of the entity.  (c)  Awardshall
mean any stock option, restricted stock award or stock unit award.  (d)  Boardshall
mean the Board of Directors of the Corporation.  (e)  Change in Controlshall
mean:  (i)  The acquisition
by any person, other than the Corporation or any employee benefit plans of the
Corporation, of beneficial ownership of 20 percent or more of the combined
voting power of the Corporations then outstanding voting securities;  (ii)  The first
purchase under a tender offer or exchange offer, other than an offer by the
Corporation or any employee benefit plans of the Corporation, pursuant to which
shares of Common Stock have been purchased;


(iii)  During any
period of two consecutive years, individuals who at the beginning of such
period constitute the Board of Directors of the Corporation cease for any
reason to constitute at least a majority thereof, unless the election or the
nomination for the election by stockholders of the Corporation 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 the period; or  (iv)  Approval by
stockholders of the Corporation of a merger, consolidation, liquidation or
dissolution of the Corporation, or the sale of all or substantially all of the
assets of the Corporation.  For purposes of any Award or
subplan that constitutes a nonqualified deferred compensation plan, within
the meaning of Code Section 409A, the Administrator, in its discretion,
may specify a different definition of Change in Control in order to comply with
the provisions of Code Section 409A.  (f)  Codeshall
mean the Internal Revenue Code of 1986, as amended, and any regulations
promulgated thereunder.  (g)  Common Stockshall
mean shares of common stock, $1.00 par value, of the Corporation.  (h)  Corporationshall
mean The Ryland Group, Inc. and its successors and assigns.  (i)  Designated Beneficiaryshall
mean the beneficiary designated by an Award holder, in a manner and to the
extent determined by the Administrator, to receive amounts due or exercise
rights of the Award holder in the event of the Award holders death. In the
absence of an effective designation by an Award holder, Designated Beneficiary
shall mean the Award holders estate.  (j)  Effective Dateshall
mean the date the Plan is approved by the stockholders of the Corporation.  (k)  Fair Market Valueshall mean,
with respect to a share of the Corporations Common Stock or other property for
any purpose on a particular date, the value determined by the Administrator in
good faith. However, if the Common Stock is registered under Section 12(b) of
the Securities Exchange Act of 1934, as amended, Fair Market Value with
respect to a share of the Corporations Common Stock shall mean, as applicable,
(i) either the closing price or the average of the high and low sale price
on the relevant date, as determined in the Administrators discretion, quoted
on the New York Stock Exchange, the American Stock Exchange, or the Nasdaq
National Market; (ii) the last sale price on the relevant date quoted on
the Nasdaq SmallCap Market; (iii) the average of the high bid and low
asked prices on the relevant date quoted on the Nasdaq OTC Bulletin Board
Service or by the National Quotation Bureau, Inc. or a comparable service
as determined in the Administrators discretion; or (iv) if the Common
Stock is


not quoted by any of the above, the average
of the closing bid and asked prices on the relevant date furnished by a
professional market maker for the Common Stock, or by such other source,
selected by the Administrator. If no public trading of the Common Stock occurs
on the relevant date, then Fair Market Value shall be determined as of the next
preceding date on which trading of the Common Stock does occur. For all
purposes under this Plan, the term relevant date as used in this Section 2(k) shall
mean either the date as of which Fair Market Value is to be determined or the
next preceding date on which public trading of the Common Stock occurs, as
determined in the Administrators discretion.  Effective for Awards granted on
or after January 1, 2009, Fair Market Value
shall mean, with respect to a share of the Corporations Common Stock,  the fair market value based upon the last
sale before or the first sale after the grant, the closing price on the trading
day before or the trading day of the grant, the arithmetic mean of the high and
low prices on the trading day before or the trading day of the grant, or any
other reasonable method using actual transactions in such stock as reported by
such market.  (l)  Grant Agreementshall mean a
written document memorializing the terms and conditions of an Award granted
pursuant to the Plan and shall incorporate the terms of the Plan.  (m)  Plan Share Reservemeans the
maximum number of shares of Common Stock that may be issued with respect to
Awards granted under the Plan.  (n)  Prior Plansshall mean The
Ryland Group, Inc. 1992 Equity Incentive Plan, The Ryland Group, Inc.
2002 Equity Incentive Plan, The Ryland Group, Inc. 2005 Equity Incentive
Plan and the 2007 Equity Incentive Plan.  (o)  2007 Equity Incentive Planshall
mean The Ryland Group, Inc. 2007 Equity Incentive Plan, the term of which
expires on February 20, 2017.  3.                     
Administration  (a)  Administration of the Plan.The
Plan shall be administered by the Board, the Compensation Committee of the
Board, or any committee or committees that are appointed by the Compensation
Committee or the Board from time to time.  (b)  Powers of the Administrator.The
Administrator shall have all the powers vested in it by the terms of the Plan,
such powers to include authority, in its sole and absolute discretion, to grant
Awards under the Plan, prescribe Grant Agreements evidencing such Awards and
establish programs for granting Awards.  The Administrator shall have full
power and authority to take all other actions necessary to carry out the
purpose and intent of the Plan, including, but not limited to, the authority
to: (i) determine the eligible persons to whom, and the time or times at
which Awards shall be granted; (ii) determine the types of Awards to be
granted; (iii) determine


the number of shares to be covered by or used
for reference purposes for each Award; (iv) impose such terms,
limitations, restrictions and conditions upon any such Award as the Administrator
shall deem appropriate; (v) modify, amend, extend or renew outstanding
Awards, or accept the surrender of outstanding Awards and substitute new Awards
(provided however, that, except as provided in Section 7(c) of the
Plan, (A) any modification that would adversely affect any outstanding
Award shall not be made without the consent of the holder, and (B) the
exercise price for any outstanding stock option granted under the Plan may not
be decreased after the date of grant nor may any outstanding stock option
granted under the Plan be surrendered to the Corporation as consideration for
the grant of a new stock option with a lower exercise price); (vi) accelerate
or otherwise change the time in which an Award may be exercised or becomes
payable and to waive or accelerate the lapse, in whole or in part, of any
restriction or condition with respect to such Award, including, but not limited
to, any restriction or condition with respect to the vesting or exercisability
of an Award following termination of any grantees employment or other service
relationship with the Corporation; and (vii) to establish, amend, modify,
administer or terminate susbplans, and prescribe, amend and rescind rules and
regulations relating to such subplans.  The Administrator shall have
full power and authority, in its sole and absolute discretion, to administer
and interpret the Plan and to adopt and interpret such rules, regulations,
agreements, guidelines and instruments for the administration of the Plan and
for the conduct of its business as the Administrator deems necessary or
advisable. To the extent permitted by applicable law, the Administrator may
delegate to one or more executive officers of the Corporation the power to (i) grant
Awards to individuals who are not subject to Section 16 of the Securities
Exchange Act of 1934, as amended, or any successor provision and are not
executive officers of the Corporation, and (ii) make all determinations
under the Plan with respect thereto, provided that the Administrator shall fix
the maximum amount of such Awards for the group and a maximum for any Award
recipient.  Notwithstanding anything in the
Plan to the contrary, the Administrator shall not exercise its power and
authority in a manner that would add a feature for the deferral of compensation
to an Award, making such Award subject to Code section 409A, nor shall the
Administrator exercise its power and authority in a manner that would cause the
acceleration of payment in violation of Code section 409A to the extent any
Award granted under this Plan is determined to be subject to Code section 409A.  (c)  Non-Uniform Determinations.The
Administrators determinations under the Plan (including without limitation,
determinations of the persons to receive Awards, the form, amount and timing of
such Awards, the terms and provisions of such Awards and the Grant Agreements
evidencing such Awards) need not be uniform and may be made by the
Administrator selectively among persons who receive, or are eligible to
receive, Awards under the Plan, whether or not such persons are similarly
situated.


(d)  Limited Liability.To the
maximum extent permitted by law, no member of the Administrator shall be liable
for any action taken or decision made in good faith relating to the Plan or any
Award thereunder.  (e)  Indemnification.To the maximum
extent permitted by law, no member of the Corporations Charter and Bylaws, the
members of the Administrator shall be indemnified by the Corporation in respect
of all their activities under the Plan.  (f)  Effect of Administrators Decision.All
actions taken and decisions and determinations made by the Administrator on all
matters relating to the Plan pursuant to the powers vested in it hereunder
shall be in the Administrators sole and absolute discretion and shall be
conclusive and binding on all parties concerned, including the Corporation, its
stockholders, any participants in the Plan and any other employee, consultant,
or director of the Corporation, and their respective successors in interest.  4.                     
Shares Available for the Plan; Maximum Awards  (a)  Plan Share Reserve.Subject to
the following provisions of this Section 4 and adjustments as provided in Section 7(c) of
the Plan, the Plan Share Reserve shall be equal to the sum of: (i) 1,300,000
shares of Common Stock; (ii) 1,640,309 shares of Common Stock remaining
under the 2007 Equity Incentive Plan that are not subject to outstanding grants
of Awards under Prior Plans; and (iii) any shares of Common Stock that are
represented by Awards granted under the Prior Plans that are forfeited, expire
or are canceled without delivery of shares of Common Stock or which result in
the forfeiture of the shares of Common Stock back to the Corporation.  (b)  Adjustments to Plan Share Reserve; Fixed ISO
Limit.If any Award, or portion of an Award, under the
Plan or the Prior Plans expires or terminates unexercised, becomes
unexercisable or is forfeited or otherwise terminated, surrendered or canceled
as to any shares, the shares subject to such Award shall thereafter be
available for Awards under the Plan; provided, however, that the tender of
shares for payment of the exercise price of an option or award shall not make
any such surrendered or tendered shares available for issuance under the Plan;
and provided further, that no more than the number of shares available for
issuance on the Effective Date shall be made available for purchase pursuant to
incentive stock options.  (c)  Cash Settlement of Awards.To
the extent any shares of Common Stock covered by an Award are not delivered to
an Award holder or the holders Designated Beneficiary because the Award is
settled in cash, such shares shall not be deemed to have been issued for
purposes of determining the maximum number of shares of Common Stock available
for issuance under the Plan. 
Notwithstanding anything in the Plan or Grant Agreement to the contrary,
all payments of cash shall be made to the Award holder or the holders
Designated Beneficiary no later than the date that is two and one-half months
following the end of year during which the Award holder becomes vested in the
Award.


(d)  Limitation on Restricted Stock and Stock
Units.Notwithstanding the provisions of Section 4(a) of
the Plan and subject to adjustment as provided in Section 7(c) of the
Plan, the maximum number of shares of Common Stock that may be issued in
conjunction with Awards granted pursuant to subsections (d) and (e) of
Section 6 of the Plan (relating to restricted stock awards and stock
units) shall be 1,200,000 shares of Common Stock; provided, however, that any
shares of Common Stock that are forfeited back to the Corporation with respect
to any such Awards shall be available for further Awards under subsections (d) and
(e) of Section 6 of the Plan.  (e)  Code Section 162(m) Limit.Subject
to adjustments as provided in Section 7(c) of the Plan, the maximum
number of shares of Common Stock subject to Awards of any combination that may
be granted during any one fiscal year of the Corporation to any one individual
under this Plan shall be limited to 500,000 shares. Such per-individual limit
shall not be adjusted to effect a restoration of shares of Common Stock with
respect to which the related Award is terminated, surrendered or canceled. The
maximum cash amount that may be payable in combination with any
performance-based award distributable in restricted stock or stock units is the
cash amount equal to the sum of the fair market value of the underlying shares
plus the federal and state income and Medicare taxes, assuming highest marginal
tax rates, associated with the grant, vesting or distribution of the related
restricted stock or stock units.  5.                     
Participation  Participation in the Plan shall
be open to all employees, officers and other individuals providing bona fide
services to or for the Corporation or any Affiliate of the Corporation, as may
be selected by the Administrator from time to time. The Administrator may also
grant Awards to individuals in connection with hiring, retention or otherwise,
prior to the date the individual first performs services for the Corporation or
an Affiliate provided that such Awards shall not become vested or exercisable,
and no shares shall be issued to such individual, prior to the date the
individual first commences performance of such services.  6.                     
Awards  (a)  Terms of Awards; Vesting.The
Administrator, in its sole discretion, establishes the terms of all Awards
granted under the Plan. Awards may be granted individually or in tandem with
other types of Awards. All Awards are subject to the terms and conditions
provided in the Grant Agreement, provided that all Awards shall have a minimum
three-year pro-rated vesting period, or a one-year vesting period plus
performance criteria established by the Administrator.  (b)  Performance Factors.For
purposes of ensuring that compensation arising from Awards granted under the
Plan to officers and key employees of the Company is deductible as qualified
performance-based compensation within the meaning of Code Section 162(m),
the Administrator may provide that the granting, vesting, right to exercise or
lapse of restrictions associated with an Award (each, a performance-based


award) is contingent upon the attainment of
one or more pre-established, objective performance goals based on any, or any
combination of, the following business criteria as it may apply to an
individual, a business unit, or the Company: return on stockholders equity,
net cash provided by operating activities, return on investment, total revenue,
earnings before interest and taxes (EBIT), earnings before interest, taxes,
depreciation and amortization (EBITDA), profits, stock price, earnings per
share, or cost containment. Performance goals may include minimum, maximum and
target levels of performance, with the size of the performance-based award or
the lapse of restrictions with respect thereto based on the level attained. The
Administrator may, at its sole discretion, modify the measurement criteria as
applied to performance-based awards to offset any unintended results arising
from events not anticipated when the performance goals were established;
provided, that such modifications may be made with respect to an Award granted
to any executive officer of the Company only to the extent permitted by Code Section 162(m).  (c)  Stock OptionsThe Administrator
may from time to time grant to eligible participants Awards of incentive stock
options, as that term is defined in Code Section 422, or nonqualified
stock options; provided, however, that Awards of incentive stock options shall
be limited to employees of the Corporation or of any current or hereafter
existing parent corporation or subsidiary corporation, as defined in Code
Sections 424(e) and (f), respectively, of the Corporation. No stock option
shall be an incentive stock option unless so designated by the Administrator at
the time of grant or in the Grant Agreement evidencing such stock option. All
stock options granted under the Plan must have an exercise price at least equal
to Fair Market Value as of the date of grant and may not have a term longer
than five years. Except for adjustments pursuant to Section 7(c), the
exercise price for any outstanding stock option granted under the Plan may not
be decreased after the date of grant nor may any outstanding stock option
granted under the Plan be surrendered to the Corporation as consideration for
the grant of a new stock option with a lower exercise price.  (d)  Restricted Stock Awards.The
Administrator may from time to time grant restricted stock Awards to eligible
participants in such amounts, on such terms and conditions, and for such
consideration, including no consideration or such minimum consideration as may
be required by law, as it shall determine. A restricted stock Award may be paid
in Common Stock, in cash, or in a combination of Common Stock and cash, as
determined in the sole discretion of the Administrator.  Notwithstanding anything in the Plan or Grant
Agreement to the contrary, all payments of cash under this Section 6(d) shall
be paid no later than the date that is two and one-half months following the
end of year during which the eligible participant becomes vested in the
restricted stock Award.  (e)  Stock Unit Awards.The
Administrator may from time to time grant Awards to eligible participants
denominated in stock-equivalent units in such amounts and on such terms and
conditions as it shall determine. Stock units granted to a participant shall be
credited to a bookkeeping reserve account solely for accounting purposes and
shall not require a segregation of any of the Corporations assets. An Award of
stock units may be settled in Common Stock, in cash, or in a combination of
Common Stock and cash, as


determined in the sole discretion of the Administrator.
Notwithstanding anything in the Plan or Grant Agreement to the contrary, all
payments of cash under this Section 6(e) shall be paid no later than
the date that is two and one-half months following the end of year during which
the eligible participant becomes vested in the Award of stock units.  Shares of Common Stock awarded in connection
with an Award of stock units may be issued for such consideration as may be
determined by the Administrator, including for no consideration or such minimum
consideration as may be required by law. Except as otherwise provided in the
applicable Grant Agreement, the grantee shall not have the rights of a
stockholder with respect to any shares of Common Stock represented by a stock
unit solely as a result of the grant of a stock unit to the grantee.  7.                     
Miscellaneous  (a)  Withholding of Taxes.Grantees
and holders of Awards shall pay to the Corporation or its Affiliate, or make
provision satisfactory to the Administrator for payment of, any taxes required
to be withheld in respect of Awards under the Plan no later than the date of
the event creating the tax liability. The Corporation or its Affiliate may, to
the extent permitted by law, deduct any such tax obligations from any payment
of any kind otherwise due to the grantee or holder of an Award. Notwithstanding
the above, in no event may holders of Awards satisfy such tax liability through
the tender or withholding of shares of Common Stock.  (b)  Transferability.Except as
otherwise determined by the Administrator, and in any event in the case of an
incentive stock option, no Award granted under the Plan shall be transferable
by a grantee otherwise than by will or the laws of descent and distribution.
Unless otherwise determined by the Administrator in accord with the provisions
of the immediately preceding sentence, an Award may be exercised during the
lifetime of the grantee, only by the grantee or, during the period the grantee
is under a legal disability, by the grantees guardian or legal representative.  (c)  Adjustments; Business
Combinations.  (i)  Upon a stock
dividend of, or stock split or reverse stock split affecting, the Common Stock
of the Corporation, (A) the maximum number of shares reserved for issuance
or with respect to which Awards may be granted under the Plan and the maximum
number of shares with respect to which Awards may be granted during any one
fiscal year of the Corporation to any individual, as provided in Section 4
of the Plan, and (B) the number of shares covered by and the exercise
price and other terms of outstanding Awards, shall, without further action of
the Board, be adjusted to reflect such event unless the Board determines, at
the time it approves such stock dividend, stock split or reverse stock split, that
no such adjustment shall be made. The Administrator may make adjustments, in
its discretion, to address the treatment of fractional shares and fractional
cents that arise with respect to outstanding Awards as a result of the stock
dividend, stock split or reverse stock split.


(ii)  In the event of
any other changes affecting the Corporation, the capitalization of the
Corporation or the Common Stock of the Corporation by reason of any spin-off,
split-up, dividend, recapitalization, merger, consolidation, business
combination or exchange of shares and the like, the Administrator, except as
otherwise provided in Section 7(d), in its discretion and without the
consent of holders of Awards, may make: (A) appropriate adjustments to the
maximum number and kind of shares reserved for issuance or with respect to
which Awards may be granted under the Plan, in the aggregate and with respect
to any individual, as provided in Section 4 of the Plan, and to the
number, kind and price of shares covered by outstanding Awards; and (B) any
other adjustments in outstanding Awards, including but not limited to reducing
the number of shares subject to Awards or providing or mandating alternative
settlement methods such as settlement of the Awards in cash or in shares of
Common Stock or other securities of the Corporation or of any other entity, or
in any other matters which relate to Awards as the Administrator shall, in its
sole discretion, determine to be necessary or appropriate.  (iii)  The
Administrator is authorized to make, in its discretion and without the consent
of holders of Awards, adjustments in the terms and conditions of, and the
criteria included in, Awards in recognition of unusual or nonrecurring events
affecting the Corporation, or the financial statements of the Corporation or
any Affiliate, or of changes in applicable laws, regulations, or accounting
principles, whenever the Administrator determines that such adjustments are
appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan and outstanding
Awards.  (d)  Change in Control.Notwithstanding
the provisions of Section 7(c)(ii), in the event of a Change in Control,
all Awards under the Plan are automatically and fully vested and immediately
exercisable or payable in whole or in part. The obligations of the Corporation
pursuant to the Plan and performance with respect to rights of Award holders
thereunder shall be assumed by any participant, successor-in-interest or
beneficiary of or interested party in the Change in Control (collectively, the
Change-in-Control Participant), and the Change-in-Control Participant shall
cause the Awards to be assumed, or new rights substituted therefor, by another
entity.  (e)  Substitution of Awards in Mergers and Acquisitions in
which the Corporation or an Affiliate is the Acquiring Entity.Solely
in the event that the Corporation or an Affiliate is an acquiring entity in a
merger, acquisition and other business combination, Awards may be granted under
the Plan from time to time in substitution for Awards held by employees,
officers, consultants or directors of a target entity who become or are about
to become employees, officers, consultants or directors of the Corporation or
an Affiliate as the result of a merger or consolidation of the employing entity
with the Corporation or an Affiliate, or the acquisition by the Corporation or
an Affiliate of the assets or stock of the employing entity. The terms and
conditions of any substitute Awards so granted may vary from the terms and
conditions set forth herein to the extent that the Administrator deems
appropriate at the time of grant to conform the substitute Awards to the
provisions of the awards for which they are substituted.


(f)  Compensation Committee Report.For
each performance year and/or performance period, the Compensation Committee of
the Board shall determine and set forth in writing not later than 90 days after
the commencement of the performance year and/or performance period and in no
event later than the point in time when 25 percent of the performance period
has elapsed or the outcome of the performance objectives is no longer
substantially uncertain: (i) the participants under the Plan who are
granted performance-based awards for the performance period; (ii) the
nature and amount (or the objective formula for determining the amount) of the
performance-based award that will be earned if specified performance objectives
are met; (iii) the applicable performance factors; and (iv) any other
objective terms and conditions that must be satisfied by the participant in
order to earn the performance-based award.  (g)  Termination, Amendment and Modification of the
Plan.The Administrator may terminate, amend or modify
the Plan or any portion thereof at any time; provided, however, that the
provisions of Section 6(c) relating to stock option repricing shall
not be amended without approval by the Corporations stockholders, and any
amendments to the Plan will no (i) materially  increase the benefits
accruing to participants under the Plan; (ii) materially increase the
aggregate number of securities that may be issued under the Plan; or (iii) materially
modify the requirements as to eligibility for participation in the Plan,
without approval by the Corporations stockholders.  (h)  Non-Guarantee of Employment or Service.Nothing
in the Plan or in any Grant Agreement thereunder shall confer any right on an
individual to continue in the service of the Corporation or shall interfere in
any way with the right of the Corporation to terminate such service at any time
with or without cause or notice. The Corporation expressly reserves the right
at any time to dismiss an Award recipient free from any liability or claim
under the Plan, except as expressly provided in the applicable Grant Agreement.  (i)  No Trust or Fund Created.Neither
the Plan nor any Award shall create or be construed to create a trust or
separate fund of any kind or a fiduciary relationship between the Corporation
and a grantee or any other person. To the extent that any grantee or other
person acquires a right to receive payments from the Corporation pursuant to an
Award, such right shall be no greater than the right of any unsecured general
creditor of the Corporation.  (j)  Designated Beneficiaries.Unless
otherwise provided in the applicable Grant Agreement, amounts or certificates
due an Award recipient after his or her death under an Award shall be paid or
delivered to the Award recipients Designated Beneficiary in accordance with
the terms and conditions of the Award.  (k)  Governing Law.The validity,
construction and effect of the Plan, of Grant Agreements entered into pursuant
to the Plan, and of any rules, regulations, determinations or decisions made by
the Administrator relating to the Plan or such Grant Agreements, and the rights
of any and all persons having or claiming to have any interest


therein or thereunder, shall be determined
exclusively in accordance with applicable federal laws and the laws of the
State of Maryland, without regard to its conflict of laws principles.  (l)  Effective Date; Termination Date.The
Amendment and Restatement of this Plan is effective as of the date on which the
Plan originally was approved by the stockholders of the Corporation. The Plan,
as amended and restated, shall be unlimited in duration and, in the event of
Plan termination, shall remain in effect as long as any Awards under it are
outstanding; provided, however, that no Awards shall be granted under the Plan
after the close of business on February 20, 2018.