SECOND AMENDMENT TO
M.D.C. HOLDINGS, INC. 401(K) SAVINGS PLAN
WHEREAS, M.D.C. Holdings, Inc. and Richmond American Homes of Colorado, Inc.
f/k/a/ as Richmond Homes, Inc. I (hereinafter referred to as the "Employer")
established the M.D.C.Holdings, Inc. 401(k) Savings Plan (hereinafter referred
to as the "Plan") effective January 1, 1992 for the benefit of its eligible
Employees and their Beneficiaries; and
WHEREAS, the Employer reserved the right to amend the Plan under the terms
thereof; and
NOW, THEREFORE, the Plan is hereby amended effective January 1, 1997 as
follows:.
I. Article 1, Section 1.50 is hereby deleted and replaced with the following:
"1.50 PARTICIPANT'S EMPLOYER STOCK ACCOUNT. The term Participant's
Employer Stock Account means that portion, if any, of the
Participant's Account which is invested in shares of M.D.C. Holdings,
Inc. common stock. Such Participant's Employer Stock Account shall
be credited with dividends paid, if any. Such Participant's Employer
Stock Account will be valued on the last day of each month that the
public exchange over which the Employer's stock is traded is open for
unrestricted trading.
Amounts which are to be invested in the Participant's Employer Stock
Account may be invested in any short-term account prior to actual
investment in the Participant's Employer Stock Account.
From time to time, the Participant's Employer Stock account will be
assessed reasonable and actual costs of the purchase and sale of
Employer Stock with respect to such Participant's Employer Stock
Account Employer stock."
II. Article 4, the first paragraph of Sections 4.2 and 4.3 are hereby deleted
and replaced with the following:
"4.2 MATCHING CONTRIBUTIONS. The Employer may make a discretionary
Matching Contribution based on the amount contributed as Elective
Deferral Contributions, subject to the Limitations on Allocations
specified in Article V. The amount of the Matching Contribution may
vary from year to year. The Matching Contribution for each Plan Year
shall be paid to the Trustee within the time provided by the Code for
the deduction of Employer contributions with respect to such Plan
Year and such contribution may be made either in cash or in shares of
M.D.C. Holdings, Inc. common stock, as determined by the Employer in
its sole discretion. Matching Contributions shall be subject to the
Actual Contribution Percentage Test. The Employer may designate at
the time of contribution that all or a portion of such Matching
Contributions be treated as Qualified Matching Contributions.
4.3 NONELECTIVE CONTRIBUTIONS. The Employer may make a contribution, in
cash or shares of M.D.C. Holdings, Inc. common stock, under the Plan
for any Plan Year of an amount that the Employer's Board of Directors
shall determine by
resolution. Such resolution shall either specify a fixed amount or
specify a definite formula by which a fixed amount can be
determined."
III. Article 6, Section 6.1 is hereby deleted and replaced with the following:
"6.1 DISTRIBUTIONS IN GENERAL. Each Participant may elect, with his
Spouse's consent if required, a distribution in the form of an
Annuity, a single sum cash payment, M.D.C. Holdings, Inc. common
stock, or a combination of the above. All distributions are subject
to the provisions of Article VIII, Joint and Survivor Annuity
Requirements.
Distributions of M.D.C. Holdings, Inc. common stock are limited to
the value of the Participant's Employer Stock Account and shall be
made by the Trustee."
IN WITNESS WHEREOF, the Employer, the Administrator and the Trustee have unto
affixed their signatures.
Executed at on
-------------------------- -----------------------------------
M.D.C. HOLDINGS, INC.
By
- ------------------------------------- ---------------------------------
Witness
Title
------------------------------
Executed at on
-------------------------- -----------------------------------
RICHMOND AMERICAN HOMES OF COLORADO,
INC.
By
- ------------------------------------- ---------------------------------
Witness
Title
------------------------------
Accepted this ______ day of _____________________________ , ______ .
By
- ------------------------------------- ---------------------------------
Witness Administrator
Accepted this ______ day of _____________________________ , ______ .
By
- ------------------------------------- ---------------------------------
Witness Trustee
IMPORTANT NOTE
Neither Connecticut General Life Insurance Company nor any of its employees can
provide you with legal advice in connection with the execution of this document.
Prior to execution of this document, you should consult your attorney on whether
this document is appropriate for you.