Senior Executive Severance Agreement - The Ryland Group Inc.


                      SENIOR EXECUTIVE SEVERANCE AGREEMENT


AGREEMENT dated as of ___________ between The Ryland Group, Inc., a Maryland
corporation (the "Corporation"), and ______________________________ (the
"Executive").

The purpose of this Agreement is to ensure that the Corporation will receive the
continued dedication, loyalty, and service of, and the availability of objective
advice and counsel from, the Executive notwithstanding the possibility, threat
or occurrence of a bid or other action to take over control of the Corporation.

In consideration of the services provided by the Executive and the covenants and
agreements contained herein, and for other good and valuable consideration the
sufficiency of which is acknowledged, the Corporation and the Executive agree as
follows:

1.      Termination After a Change of Control. The following payments and
        benefits will be provided to the Executive by the Corporation (in
        addition to any compensation or benefits to which the Executive may
        otherwise be entitled under any other agreement, plan or arrangement
        with the Corporation, other than a plan, policy or other arrangement
        providing for payments due to severance of employment) in the event of a
        Termination of Employment (as hereinafter defined) of the Executive
        during a Change of Control Period (as hereinafter defined) of the
        Corporation:

        1.1    Lump Sum Cash Payment. On or before the Executive's last day of
               employment with the Corporation or any successor corporation, the
               Corporation or any successor corporation will pay the Executive
               an amount equal to the Executive's unpaid, annualized base salary
               for the remainder of the year in which the Termination of
               Employment occurs and a pro rata bonus through the date of
               Termination of Employment. Also, on or before the Executive's
               last day of employment with the Corporation or any successor
               corporation, the Corporation or any successor corporation will
               pay the Executive a lump sum cash payment equal to two (2) times
               the highest Annual Compensation (as hereinafter defined) for any
               of the three (3) calendar years immediately preceding the date of
               Termination of Employment. For purposes of this Section 1.1, the
               pro-rata bonus shall be an amount equal to the highest bonus
               earned by the Executive within the three (3) calendar years
               immediately preceding the date of Termination of Employment, pro
               rated for the period served during the year in which the
               Termination of Employment occurs.

        1.2    Accelerated Vesting and Supplemental Payments. All rights, awards
               and benefits of the Executive provided pursuant to this
               Agreement, the TRG Incentive Plan, any deferred compensation
               plans (including the Retirement Savings Opportunity Plan,
               Executive and Director Deferred Compensation Plan and any
               successor or

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               replacement plans) and any incentive, bonus, stock option, equity
               incentive, restricted stock, insurance or split dollar insurance
               program, relocation equity program, or other benefit plans of the
               Corporation in which the Executive participates prior to the
               Change of Control shall immediately vest in full and the
               Executive shall receive the amount of these rights, awards and
               benefits in a cash lump sum payment or other form of compensation
               as provided in accordance with the applicable benefit, document
               or plan within thirty (30) days of the date of Termination of
               Employment. To the extent that any of the plans of the
               Corporation would not under applicable law permit accelerated
               vesting, the Executive will be paid supplementally or receive
               equivalent payments by the Corporation in the amount of
               additional benefits or payments that would be payable if full
               vesting had taken place under these plans as of the date of
               Termination of Employment. All supplemental payments are provided
               on an unfunded basis, are not intended to meet the qualification
               requirements of Section 401 of the Internal Revenue Code, and
               shall be payable solely from the general assets of the
               Corporation or any successor corporation or affiliate of such
               successor corporation.

        1.3    Insurance and Other Special Benefits. The Executive's
               participation in the life, accident and health insurance,
               employee welfare benefit plans (as defined in the Employee
               Retirement Income Security Act of 1974) and supplemental early
               retirement plan, split dollar insurance program, personal health
               services allowance, health or social club benefits, benefits
               outlined in the Executive's Compensation Program and any other
               benefits (the "Benefits") provided to the Executive prior to the
               Change of Control shall be continued or equivalent benefits
               provided by the Corporation or any successor corporation or
               affiliate of such successor corporation (the "Responsible
               Corporation"), at no cost to the Executive, for a period of two
               (2) years from the date of the Executive's Termination of
               Employment. If for any reason the Responsible Corporation is
               unable to continue the Benefits, as required by the preceding
               sentence, the Responsible Corporation shall pay to the Executive
               a lump sum cash payment equal to the value of the Benefits which
               the Responsible Corporation is unable to provide.

        1.4    Relocation Assistance. Should the Executive move his residence in
               order to pursue professional or career opportunities within two
               (2) years after the date of the Executive's Termination of
               Employment, he will be reimbursed by the Responsible Corporation
               for any expenses incurred in that relocation, including taxes
               payable on the reimbursement, as well as any reduction in value
               from the original purchase price of the Executive's residence.
               Benefits under this paragraph will include assistance in and
               payment of all costs and commissions related to selling the
               Executive's home, moving costs and all other assistance and
               benefits which are provided by the Corporation under its
               relocation plan as in effect immediately prior to the Change of
               Control Period.



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        1.5    Stock Rights. All stock options, stock appreciation rights, stock
               purchase rights, restricted stock rights and any similar rights
               which the Executive holds shall become fully vested and be
               exercisable on the date of Termination of Employment.

        1.6    Outplacement Assistance. The Executive shall be reimbursed by the
               Responsible Corporation for the costs of all outplacement
               services obtained by the Executive within the two (2) year period
               after the date of the Executive's Termination of Employment
               provided the total reimbursement shall be limited to an amount
               equal to twenty-five percent (25%) of the Executive's Annual
               Compensation for the calendar year immediately preceding the date
               of the Executive's Termination of Employment. Alternatively, the
               Executive, upon request, will receive, in lieu of the foregoing
               reimbursement, a cash payment equal to ten percent (10%) of the
               Executive's Annual Compensation for the calendar year immediately
               preceding the date of the Executive's Termination of Employment.

        1.7    Definitions.

               (i)    A "Change of Control" shall take place on the date of the
                      earlier to occur of any of the following events:

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

                      (b)    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;

                      (c)    During any period of two (2) 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 (2/3) of the
                             directors then still in office who were directors
                             at the beginning of the period; or

                      (d)    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.


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               (ii)   "Annual Compensation" shall mean the sum of the annual
                      base salary paid or earned and annual bonus paid or
                      earned, even though paid in a subsequent year, by the
                      Executive and all amounts credited to the Executive,
                      vested and unvested, under any incentive compensation or
                      other benefit or compensation plans in which the Executive
                      participates during a calendar year. In the event the
                      Executive has not been employed by the Corporation for a
                      complete calendar year, the determination of Annual
                      Compensation shall involve a pro forma projection of
                      annual base salary, annual bonus and amounts that are
                      projected to be credited, vested and unvested, under any
                      incentive compensation or other benefit or compensation
                      plans in which the Executive participates.

               (iii)  A "Termination of Employment" shall take place in the
                      event that the Executive's employment is terminated (a) by
                      the Corporation without Cause (as hereinafter defined) or
                      (b) by the Executive with Good Reason (as hereinafter
                      defined).

               (iv)   "Cause" shall mean (a) the Executive's willful and
                      continued failure substantially to perform the material
                      duties of his or her position (other than as a result of
                      disability, as defined in Section 22(e)(3) of the Internal
                      Revenue Code, or as a result of termination by the
                      Executive for Good Reason) after written notice to the
                      Executive by the Board specifying such failure, provided
                      that such "Cause" shall have been found by a majority vote
                      of the Board after at least ten (10) days' written notice
                      to the Executive specifying the failure on the part of the
                      Executive and after an opportunity for the Executive to be
                      heard at a meeting of the Board and take corrective action
                      to remedy or eliminate such failure; (b) any willful act
                      or omission by the Executive constituting dishonesty,
                      fraud or other malfeasance, and any act or omission by the
                      Executive constituting immoral conduct, which in any such
                      case is injurious to the financial condition or business
                      reputation of the Corporation and so proven by
                      independently verified evidence of such conduct; or (c)
                      the Executive's conviction of a felony under the laws of
                      the United States or any state thereof or any other
                      jurisdiction in which the Corporation conducts business.

               (v)    "Good Reason" shall mean (a) the Executive is assigned any
                      duties or responsibilities that are inconsistent in any
                      respect with his position, duties, responsibilities or
                      status prior to a Change of Control Period, (b) the
                      Corporation requires the Executive, without his or her
                      consent, to be based at a location which is more than
                      fifty (50) miles from the Executive's then current primary
                      residence, (c) the Executive's base salary, bonus or any
                      other benefits, incentive compensation or compensation
                      plans are reduced, or (d) the Executive experiences in any
                      year a reduction in the ratio of the Executive's incentive
                      compensation,


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                      bonus or other such payments to his base compensation, or
                      a reduction in the method of calculation of the
                      Executive's incentive compensation, bonus or other such
                      payments if these benefits or payments are calculated
                      other than as a percentage of base salary. An isolated,
                      insubstantial and inadvertent action not taken in bad
                      faith and which is remedied by the Corporation promptly
                      after receipt of notice thereof given by the Executive
                      shall be excluded.

               (vi)   A "Change of Control Period" shall mean the period of time
                      commencing with the date of a Change of Control or on
                      which the Company becomes aware of or enters into any
                      discussions or negotiations that could involve a Change of
                      Control or a proposed transaction which could result in a
                      Change of Control, and ending on the first to occur of:
                      (a) two (2) years after the effective date of the Change
                      of Control, or (b) the date on which the proposed Change
                      of Control is no longer discussed or proposed to occur.

        1.8    Subsequent Imposition of Excise Tax. If it is ultimately
               determined by a court or pursuant to a final determination by the
               Internal Revenue Service that any portion of the payments to the
               Executive is considered to be an "excess parachute payment,"
               subject to the excise tax under Section 4999 of the Internal
               Revenue Code, the Executive shall be entitled to receive a lump
               sum cash payment sufficient to place the Executive in the same
               net after-tax position, computed by using the "Special Tax Rate"
               as such term is defined below, that the Executive would have been
               in had such payment not been subject to such excise tax, and had
               the Executive not incurred any interest charges or penalties with
               respect to the imposition of such excise tax. For purposes of
               this Agreement, the "Special Tax Rate" shall be the highest
               effective Federal and state marginal tax rates applicable to the
               Executive in the year in which the payment contemplated under
               this Section 1.8 is made.

2.      General.

        2.1.   Indemnification. If litigation shall be brought to enforce or
               interpret any provision contained herein, then, provided that the
               Executive prevails to any extent, the Corporation shall reimburse
               or indemnify the Executive for the Executive's reasonable
               attorneys' fees, expenses and disbursements incurred in such
               litigation, including costs of enforcement.

        2.2    Dispute Resolution. Either the Executive or the Corporation may
               elect to have any good faith dispute or controversy arising under
               or in connection with this Agreement settled by binding
               arbitration, by providing written notice of such election to the
               other party, specifying the nature of the dispute to be
               arbitrated. If arbitration is selected, such proceeding shall be
               conducted before a panel of three (3) arbitrators sitting in a
               location agreed to by the Corporation and the Executive


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               within fifty (50) miles from the location of the Executive's
               principal place of employment in accordance with the rules of the
               American Arbitration Association. Judgment may be entered on the
               award of the arbitrators in any court having competent
               jurisdiction. If the Executive prevails to any extent in any
               arbitration seeking to enforce the provisions of this Agreement,
               the Executive shall be entitled to reimbursement by the
               Corporation of all expenses, including reasonable legal fees and
               expenses, and costs and disbursements incurred as a result of
               such dispute or legal proceeding, including costs of enforcement.

        2.3    Payment of Obligations Absolute. The Responsible Corporation's
               obligation to pay the compensation and to make the arrangements
               provided in this Agreement shall be absolute and unconditional
               and shall not be affected by any circumstances, including any
               offset, counterclaim, recoupment, defense or other right which
               the Responsible Corporation may have against the Executive or
               anyone else, provided, however, that as a condition to payment of
               amounts under this Agreement, the Executive shall execute a
               general release and waiver, in form and substance reasonably
               satisfactory to the Responsible Corporation, of all claims
               relating to the Executive's employment by the Corporation and the
               termination of such employment, including, but not limited to,
               discrimination claims, employment-related tort claims, contract
               claims and claims under this Agreement (other than claims with
               respect to benefits under the Corporation's tax-qualified
               retirement plans or continuation of coverage or benefits solely
               as required by Part 6 of Title I of the Employee Retirement
               Income Security Act of 1974). All amounts payable by the
               Responsible Corporation shall be paid without notice or demand.
               Each and every payment made by the Responsible Corporation shall
               be final, and the Responsible Corporation will not seek to
               recover all or any part of such payment. The Executive shall not
               be obligated to seek other employment in mitigation of the
               amounts payable or arrangements made under this Agreement, and
               the obtaining of any other employment shall not result in a
               reduction of the Responsible Corporation's obligations to make
               the payments, benefits and arrangements required to be made under
               this Agreement.

        2.4    Continuing Obligations. The Executive shall retain in confidence
               any confidential information known to him concerning the
               Corporation, its subsidiaries and their respective businesses so
               long as such information is not publicly disclosed.

        2.5    Successors. This Agreement shall be binding upon and inure to the
               benefit of the Executive and his estate, and the Corporation and
               any successor of the Corporation or affiliate of a successor to
               the Corporation, but neither this Agreement nor any rights
               arising hereunder may be assigned or pledged by the Executive.
               All references in this Agreement to the Corporation shall include
               its subsidiaries and affiliates and any successors, affiliates of
               successors or assigns of the Corporation. Any successor of the
               Corporation shall be deemed substituted for all purposes of the
               "Corporation" under the terms of this Agreement. As used in


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               this Agreement, the term "successor" shall mean any person, firm,
               corporation or business entity or affiliate thereof which at any
               time, whether by merger, purchase or otherwise, directly or
               indirectly acquires all or substantially all of the assets or the
               business of the Corporation, including any entity that shall be
               the surviving corporation in a merger with the Corporation or the
               acquiring person or affiliate of the acquiring person in an
               acquisition of the Corporation and/or of all or substantially all
               of its business or assets, regardless of whether such transaction
               constitutes a Change of Control. In all cases, the Corporation,
               Responsible Corporation or successor shall remain jointly and
               severally liable for all obligations hereunder.

        2.6    Severability. Any provisions in this Agreement which is
               prohibited or unenforceable in any jurisdiction shall, as to such
               jurisdiction, be ineffective only to the extent of such
               jurisdiction, be ineffective only to the extent of such
               prohibition or unenforceability, without invalidating or
               affecting the remaining provisions hereof, and any such
               prohibition or unenforceability in any jurisdiction shall not
               invalidate or render unenforceable such provision in any other
               jurisdiction.

        2.7    Controlling Law. This Agreement shall be governed by, and
               construed in accordance with, the laws of the State of Maryland.

        2.8    Modification. This Agreement shall not be varied, altered,
               modified, canceled, changed or in any way amended except by
               mutual agreement of the Executive and the Corporation in a
               written instrument executed by the Executive and the Corporation.

        2.9    Entire Agreement. This Agreement contains the entire agreement
               between the parties with respect to the subject matter described
               herein and supercedes any prior written agreement between the
               parties regarding such subject matter. Any oral or written
               agreements, representations, warranties, written inducements, or
               other communications made prior to the execution of this
               Agreement with respect to the subject matter described herein
               shall be void and ineffective for all purposes.

        2.10   Tax Withholding. The Corporation may withhold all federal, state,
               city or other taxes required pursuant to any law or governmental
               regulation or ruling.

        2.11   Validity. The invalidity or unenforceability of any provision of
               this Agreement shall not affect the validity or unenforceability
               of any other provision of this Agreement, which shall remain in
               full force and effect and be interpreted so as to effect the
               original intent of the parties to this Agreement to the end that
               the obligations and agreements contained herein are fulfilled.


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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.

THE RYLAND GROUP, INC.                      EXECUTIVE


-----------------------------------         ------------------------------------
R. Chad Dreier, President and Chief         [Executive]
        Executive Officer


ATTEST:


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Timothy J. Geckle, Secretary


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