Exhibit 10.25


 


The
Ryland Group, Inc.


Senior Executive
Supplemental Retirement Plan


Master Plan Document


 


	
   

  



 


 


 


 


 


 


 


 


 


 


 


Amendment and Restatement


Effective January 1, 2005


 













 


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

  	
  4

  
	
   

  	
   

  	
   

  
	
  3.1

  	
  Eligibility for Benefits

  	
  4

  
	
  3.2

  	
  Death Benefit

  	
  4

  
	
  3.3

  	
  Lump Sum Payment and Change of Commencement Date

  	
  4

  
	
  3.4

  	
  Committee Discretion

  	
  5

  
	
  3.5

  	
  Withholding and Payroll Taxes

  	
  5

  
	
  3.6

  	
  Transition Period

  	
  5

  
	
   

  	
   

  	
   

  
	
  ARTICLE 4

  	
  Termination, Amendment or Modification of the Plan

  	
  5

  
	
   

  	
   

  	
   

  
	
  4.1

  	
  Termination or Amendment

  	
  6

  
	
  4.2

  	
  Termination of Agreement

  	
  6

  
	
   

  	
   

  	
   

  
	
  ARTICLE 5

  	
  Other Benefits and Agreements

  	
  6

  
	
   

  	
   

  	
   

  
	
  5.1

  	
  Coordination with Other Benefits

  	
  6

  
	
   

  	
   

  	
   

  
	
  ARTICLE 6

  	
  Administration of this Plan

  	
  6

  
	
   

  	
   

  	
   

  
	
  6.1

  	
  Committee Duties

  	
  6

  
	
  6.2

  	
  Administration Upon Change in Control

  	
  7

  
	
  6.3

  	
  Agents

  	
  7

  
	
  6.4

  	
  Binding Effect of Decisions

  	
  7

  
	
  6.5

  	
  Indemnity of Committee

  	
  7

  
	
  6.6

  	
  Company Information

  	
  8

  
	
   

  	
   

  	
   

  
	
  ARTICLE 7

  	
  Claims Procedures

  	
  8

  
	
   

  	
   

  	
   

  
	
  7.1

  	
  Presentation of Claim

  	
  8

  
	
  7.2

  	
  Notification of Decision

  	
  8

  
	
  7.3

  	
  Review of a Denied Claim

  	
  9

  
	
  7.4

  	
  Decision on Review

  	
  9

  
	
  7.5

  	
  Legal Action

  	
  9

  
	
  7.6

  	
  Named Fiduciary

  	
   

  



 


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The Ryland Group, Inc.


Senior Executive Supplemental Retirement Plan


Master Plan Document


 


	
   

  



 


	
  ARTICLE 8

  	
  Beneficiary Designation

  	
  10

  
	
   

  	
   

  	
   

  
	
  8.1

  	
  Beneficiary

  	
  10

  
	
  8.2

  	
  Beneficiary Designation; Change; Spousal Consent

  	
  10

  
	
  8.3

  	
  Acknowledgement

  	
  10

  
	
  8.4

  	
  No Beneficiary Designation

  	
  10

  
	
  8.5

  	
  Doubt as to Beneficiary

  	
  10

  
	
  8.6

  	
  Discharge of Obligations

  	
  10

  
	
   

  	
   

  	
   

  
	
  ARTICLE 9

  	
  Trust

  	
  11

  
	
   

  	
   

  	
   

  
	
  9.1

  	
  Establishment of the Trust

  	
  11

  
	
  9.2

  	
  Interrelationship of the Plan and the Trust

  	
  11

  
	
  9.3

  	
  Deposits

  	
  11

  
	
   

  	
   

  	
   

  
	
  ARTICLE 10

  	
  Miscellaneous

  	
  11

  
	
   

  	
   

  	
   

  
	
  10.1

  	
  Status of Plan

  	
  11

  
	
  10.2

  	
  Unsecured General Creditor

  	
  11

  
	
  10.3

  	
  Company’s Liability

  	
  12

  
	
  10.4

  	
  Nonassignability

  	
  12

  
	
  10.5

  	
  Furnishing Information

  	
  12

  
	
  10.6

  	
  Terms

  	
  12

  
	
  10.7

  	
  Captions

  	
  12

  
	
  10.8

  	
  Governing Law

  	
  12

  
	
  10.9

  	
  Validity

  	
  12

  
	
  10.10

  	
  Notice

  	
  12

  
	
  10.11

  	
  Successors

  	
  13

  
	
  10.12

  	
  Spouse’s Interest

  	
  13

  
	
  10.13

  	
  Incompetent

  	
  13

  
	
  10.14

  	
  Court Order

  	
  13

  
	
  10.15

  	
  Distribution in the Event of Taxation

  	
  13

  
	
  10.16

  	
  Legal Fees To Enforce Rights After Change in Control

  	
  13

  
	
  10.17

  	
  Aggregation of Employers

  	
  13

  
	
  10.18

  	
  Aggregation of Plans

  	
  13

  
	
  10.19

  	
  USERRA

  	
  19

  



 


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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


Amendment and Restatement Effective January 1, 2005


 


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. The Plan is intended to
comply with the requirements of section 409A of the Code, as added by the
American Jobs Creation Act of 2004, and the Treasury regulations or any other
authoritative guidance issued thereunder.


 


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 Plan 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.


 


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The Ryland Group, Inc.


Senior Executive Supplemental Retirement Plan


Master Plan Document


 


	
   

  



 


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.


 


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” shall mean the effective date of the amendment and restatement of the
Plan, which is January 1, 2005.  The
original effective date of the Plan was 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 original 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.


 


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The Ryland Group, Inc.


Senior Executive Supplemental Retirement Plan


Master Plan Document


 


	
   

  



 


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


 


1.19                          “Separation
from Service” shall mean the Participant’s “separation from service” within the
meaning of Code section 409A, treating as a Separation from Service an
anticipated permanent reduction in the level of bona fide services to be
performed by the Participant to 20% or less of the average level of bona fide
services performed by the Participant over the immediately preceding 36 month
period (or the full period during which the Participant performed services for
the Company, if that is less than 36 months). 
Separation from Service includes a termination of employment, which
shall mean the severing of employment with the Company, voluntarily or
involuntarily, for any reason.


 


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 


 


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The Ryland Group, Inc.


Senior Executive Supplemental Retirement Plan


Master Plan Document


 


	
   

  



 


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.  The Participant shall be eligible to receive
his or her Vested SERP Benefit starting on the date specified below.


 


(b)                                Commencement of SERP Benefit.  The payment of the Participant’s Vested SERP
Benefit shall commence on the later of the Participant’s Separation from
Service or the January 1 following the Participant’s 60th birthday.  
All distributions upon Separation from Service shall be made or shall
commence on the date that is six months following the date of Separation from
Service (or within 30 days thereafter). All distributions upon a January 1
payment date shall commence within 60 days after the January 1 date.


 


(c)                                 SERP Benefit Amount. 
Unless the Participant elects otherwise pursuant to Section 3.3, 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.  Unless the Participant elects otherwise
pursuant to Section 3.3, the Death Benefit shall be paid to the
Participant’s Beneficiary in a single lump sum payment.  The Death Benefit payment shall be made or
commence no later than sixty (60) days after the date on which the Participant
would have otherwise received his or her SERP payment (or  the next SERP Benefit payment, if payments to
the Participant have commenced) had he or she lived.


 


(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 amount of the Participant’s remaining unpaid
Vested SERP Benefit.


 


3.3                                Change of Commencement Date or Form of
Payment.  At the time the Participant initially is
eligible to participate in the Plan (or as otherwise permitted by Code section
409A), the Participant may elect on an Election Form to have his or her
Vested SERP Benefit and Death Benefit paid in a Lump Sum or in annual payments
(i.e., 15 annual payments or the remaining number of annual payments the
Participant would have otherwise received had he or she lived),


 


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The Ryland Group, Inc.


Senior Executive Supplemental Retirement Plan


Master Plan Document


 


	
   

  



 


and
also may elect to have his or her Vested SERP Benefit paid on a later January 1
payment date, which date may be no later than the January 1 following the
Participant’s 65th birthday.


 


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 and the
payment commencement date is delayed for at least five (5) full calendar
years. Any election to change the time or form of payment under this paragraph
shall not take effect until twelve (12) months after the date on which the
election is made.  The Election Form most
recently accepted by the Committee in accordance with the rules described
above 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.  Notwithstanding anything in
the Plan to the contrary, no change submitted on a Participant Election Form shall
be accepted by the Committee, and the Committee shall deny any change made on a
Participant Election Form, if the Committee determines that the change violates
the requirements under Code section 409A.


 


3.4                                Committee Discretion.   The Committee, in its discretion (without
any direct or indirect election on the part of any Participant), may accelerate
distributions under the Plan to the extent permitted under Code section 409A
(e.g., Treas. Reg. 1.409A-3(j)(4)), including, but not limited to, payments
necessary to comply with a domestic relations order, payments necessary to
comply with certain conflict of interest rules, and certain de minimis payments
related to the Participant’s termination of his or her interest in the plan. A
distribution date may not be accelerated except as permitted by Code section
409A.


 


3.5                                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.


 


3.6                                Transition Period.  Notwithstanding anything in the Plan to the
contrary, to the extent permitted under Code section 409A and by the Company,
the Participant may elect the form and timing of payment of his or her Vested
SERP Benefit or Death Benefit during 2008 (except that a Participant cannot
change payment elections with respect to payments that the Participant would
otherwise receive in 2008, or make an election that causes payments scheduled
for subsequent years to be made in 2008), and such election shall not be
treated as a change in the form and timing of payment or an acceleration of payment.


 


ARTICLE 4

Termination, Amendment or Modification of the Plan


 


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The Ryland Group, Inc.


Senior Executive Supplemental Retirement Plan


Master Plan Document


 


	
   

  



 


4.1                                Termination or Amendment.  This Plan may be amended or terminated only
by a written agreement executed by both the Company and all of the current
Participants.  Notwithstanding the
preceding, the Plan may be amended by the Company at any time, retroactively if
required in the opinion of the Company, in order to ensure that the Plan is
characterized as a “top-hat” plan as described under ERISA Sections 201(2),
301(a)(3), and 401(a)(1) to conform with the Plan to the requirements of
Code Section 409A, and to conform the Plan to the provisions and
requirements of any applicable law (including ERISA and the Code).  No such amendment shall be considered
prejudicial to any interest of a Participant or a Beneficiary hereunder.    Upon a termination of the Plan pursuant to
this Section 4.1, Vested SERP Benefits shall be paid to Participants in
accordance with Article 3. 
Notwithstanding the preceding, the Company, in its discretion, reserves
the right, by action of the Board, to terminate the Plan and distribute to
Participants their Vested SERP Benefit as permitted in accordance with the Code
(e.g., Treas. Reg. 1.409A-3(j)(4)(ix)).


 


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 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


 


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The Ryland Group, Inc.


Senior Executive Supplemental Retirement Plan


Master Plan Document


 


	
   

  



 


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.


 


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


 


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The Ryland Group, Inc.


Senior Executive Supplemental Retirement Plan


Master Plan Document


 


	
   

  



 


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.


 


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.


 


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The Ryland Group, Inc.


Senior Executive Supplemental Retirement Plan


Master Plan Document


 


	
   

  



 


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 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


 


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The Ryland Group, Inc.


Senior Executive Supplemental Retirement Plan


Master Plan Document


 


	
   

  



 


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 distribute such payment to the Participant’s estate without
liability for any tax or other consequences which might flow therefrom, or may
take such other action as the Company deems to be appropriate.  Any claim for benefits by a Beneficiary must
be made in accordance with Treas. Reg. 1.409A-3(g) or any other applicable
guidance under Code section 409A.


 


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 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


 


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The Ryland Group, Inc.


Senior Executive Supplemental Retirement Plan


Master Plan Document


 


	
   

  



 


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.


 


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.


 


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The Ryland Group, Inc.


Senior Executive Supplemental Retirement Plan


Master Plan Document


 


	
   

  



 


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; except to the extent that Code section 409A requires that this Section be
disregarded because it purports to nullify Plan terms that are not in
compliance with Code section 409A.


 


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 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.


 


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The Ryland Group, Inc.


Senior Executive Supplemental Retirement Plan


Master Plan Document


 


	
   

  



 


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.  However, payments may be accelerated only to
the extent permitted under Treas. Reg. 1.409A-3(j)(4).


 


10.15                    Distribution in the Event of
Taxation. 
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
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).  Such a distribution shall affect and reduce
the benefits to be paid under this Plan. 
Notwithstanding the foregoing, a distribution of the Participant’s
Vested SERP Benefit under this Section shall be made only if permitted by
Treas. Reg. 1.409A-3(j)(4).


 


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.  A Participant shall be
entitled to the benefits described under this Section 10.16 during the
period commencing on the original effective date of the Plan and ending on his
or her death.  The benefits provided
during a calendar year shall not affect the benefits available in any other
calendar year.  The benefits provided
under this Section are not subject to liquidation or exchange for another
benefit.


 


10.17                    Aggregation of Employers.   If the Company is a member of a controlled
group of corporations or a group of trades or business under common control (as
described in Code section 414(b) or (c), but substituting a 50% ownership
level for the 80% level set forth in those Code Sections), all members of the
group shall be treated as a single employer for purposes of whether there has
occurred a Separation from Service and for any other purposes under the Plan as
Code section 409A shall require.


 


10.18                    Aggregation of Plans.  If the Company offers other non account
balance deferred compensation plans in addition to the Plan, those plans
together with this Plan shall be treated as a single plan to the extent
required under Code section 409A.


 


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The Ryland Group, Inc.


Senior Executive Supplemental Retirement Plan


Master Plan Document


 


	
   

  



 


10.19                    USERRA.   Notwithstanding anything herein to the
contrary, any distribution election provided to a Participant as necessary to
satisfy the requirements of the Uniformed Services Employment and Reemployment
Rights Act of 1994, as amended, shall be permissible hereunder.


 


IN WITNESS WHEREOF, the parties
have executed this Amended and Restated Plan effective as of January 1,
2005.


 


	
   

  	
  “Company”

  
	
   

  	
  The Ryland Group, Inc., a Maryland corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  R. Chad Dreier

  
	
   

  	
   

  	
  Chairman, President and Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Attest:

  	
   

  	
   

  
	
   

  	
   

  	
  Timothy J. Geckle

  
	
   

  	
   

  	
  Senior Vice President, General Counsel/Secretary

  



 


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