M.D.C. HOLDINGS, INC.



                     2000 EXECUTIVE OPTION PURCHASE PROGRAM





1. Purpose. The purpose of the 2000 Executive Option Purchase Program (the "2000

Program") is to obtain for M.D.C. Holdings, Inc. ("MDC") the benefits inherent

in the ownership of its securities by selected executives who are important to

the success and growth of the business of MDC and to assist MDC in retaining the

services of such executives.



2. Administration. The 2000 Program is to be administered by the Compensation

Committee of the Board of Directors of MDC (the "Committee"). The Committee is

to have authority, not inconsistent with the 2000 Program, to (a) determine the

executives of MDC eligible to participate in the 2000 Program ("Loan

Participants"); (b) prescribe the loan documents and any other instruments

required under the 2000 Program; (c) interpret the provisions of the 2000

Program; (d) adopt, amend and rescind rules and regulations for the

administration of the 2000 Program and for its own acts and proceedings; and (e)

decide all questions and settle all controversies and disputes that may arise in

connection with the 2000 Program. All decisions, determinations and

interpretations of the Committee shall be binding on all parties concerned.



3. Initial Loan Participants. The initial Loan Participants shall be: Larry A.

Mizel, David D. Mandarich, Paris G. Reece III and Michael Touff.



4. Use of Loans. Loans made pursuant to the 2000 Program shall be used by the

Loan Participants solely to finance a portion of the purchase price of shares of

MDC common stock from MDC through the exercise of stock options and applicable

taxes resulting from such option exercise. All such purchases of common stock of

MDC shall be subject to the terms of the plans or agreements under which the

options were granted and any applicable requirements of federal and state

securities laws.



5. Collateral. The Loan Participant shall secure any loan under the 2000 Program

(the "Loan") by pledging to MDC all the shares (the "Collateral") purchased with

the proceeds of the Loan; each such pledge shall be documented by the execution

and delivery of a Pledge Agreement substantially in the form attached as Exhibit

B, with such changes from time to time, not inconsistent herewith, as the

Committee shall determine.



6. Release of Collateral. At any time on or after a Loan Participant makes a

principal payment on a Loan, the Loan Participant may require MDC to release a

pro-rata portion of the Collateral, with the number of shares to be released

determined by multiplying the total number of shares of Collateral securing the

Loan as of the date of the payment by a fraction, the numerator of which shall

be the amount of any such principal payment and the denominator of which shall

be the original principal amount of the Loan secured by the Collateral;

provided, however, that releases of Collateral shall be permitted by this

Section 6 only if the fair market value of the Collateral retained by MDC after

giving effect to a release equals or exceeds the unpaid principal amount of the

Loan after giving effect to the principal payment. For this purpose, "fair

market value" shall mean the closing price of each share of Collateral on the

New York Stock Exchange on the date of the principal payment (or, if no shares

were traded on that day, on the next preceding day on which shares were traded),

multiplied by the number of shares of Collateral retained by MDC.



7. Amount of Loan. The amount of any Loan made under the 2000 Program shall not

exceed 66-2/3% of the sum of (a) the aggregate purchase price of the shares

purchased with the proceeds of the Loan, and (b) the amount of any federal and

state income taxes calculated at the Loan Participant's marginal tax rate (but

in no event greater than 45% in the aggregate) payable by the Loan Participant

in connection with such exercise. Subject to Section 8, a Loan Participant is to

be eligible for more than one option exercise loan.





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8. Limitations. The aggregate amount of Loans that may be made to each of

Messrs. Mizel and Mandarich shall be $2,000,000 and to each of Messrs. Reece and

Touff shall be $500,000; provided, however, that any principal payments made on

any Loan shall replenish the amount that may be borrowed hereunder.



9. Promissory Note. Each Loan made hereunder shall be full recourse and shall be

evidenced by a Promissory Note substantially in the form of Exhibit A, with such

changes from time to time, not inconsistent herewith, as the Committee shall

determine. The Promissory Note shall not be subject to any rights of setoff or

other similar defenses by the Loan Participant.



10. Interest. Each Loan made hereunder shall bear simple interest at a variable

rate per annum, adjusted as of the first day of each calendar month during the

term of the Loan, equal to MDC's marginal borrowing cost pursuant to the Amended

and Restated Credit Agreement between MDC and the banks named therein dated as

of October 8, 1999, or any replacement, substitute or successor credit facility.



11. Term of Loan. Each Loan under the 2000 Program shall mature (the "Maturity

Date") on the earlier of: (a) the fifth anniversary date of the Loan; (b) 90

days after the Loan Participant's employment with MDC has been terminated for

cause; or (c) one year after the Loan Participant's employment with MDC has been

terminated other than for cause.



12. Payments of Interest. Payments of accrued interest only shall be made on

April 1 of each year during the term of a Loan hereunder. No principal

amortization is required prior to the Maturity Date, except in the event of

default and except as described in the last sentence of this Section. All unpaid

principal and any accrued but unpaid interest shall be payable in full on the

Maturity Date. In addition, on each April 1, a principal payment shall be made

in the amount, if any, by which the outstanding aggregate principal amount of

Loans to a Loan Participant exceeds the limitations on loan amounts of Section 8

hereof.



13. Prepayment. Notwithstanding any other provision of the 2000 Program and

except as required by Section 12, of the 2000 Program, a Loan Participant shall

have the option to repay all or any portion of the outstanding balance of the

Loan at any time without penalty before the Loan becomes due and payable.

Subject to Section 8 hereof, any amounts so repaid shall thereafter be available

for use by the Loan Participant.



14. Employment Rights. The adoption of the 2000 Program does not confer upon any

Loan Participant any right to continued employment with MDC nor does it

interfere in any way with the right of MDC to terminate the employment of any

Loan Participant at any time with or without cause. The rights and obligations

of a Loan Participant under a Promissory Note are independent of any rights or

obligations of the Loan Participant as an employee, officer or director of MDC.



15. Transferability. The rights of a Loan Participant under the 2000 Program

shall not be transferable except to the extent the Loan Participant's

unexercised options are transferable.



16. Amendment, Modification and Termination of the 2000 Program. The Board of

Directors of MDC may at any time terminate and may at any time and from time to

time, and in any respect, amend or modify, the 2000 Program; provided, however,

that no such action of the Board of Directors of MDC shall in any manner affect

any Loan granted prior to such amendment or modification under the 2000 Program

without the prior written consent of the Loan Participant.



17. Legal Restrictions. All provisions of the 2000 Program shall be subject to

and limited by applicable laws and regulations.



18. Effective Date. The 2000 Program shall be effective as of January 24, 2000.

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