FIRST AMENDMENT TO THE M.D.C. HOLDINGS, INC. AMENDED EXECUTIVE OFFICER PERFORMANCE-BASED COMPENSATION PLAN

Exhibit 10.21

FIRST AMENDMENT TO THE

M.D.C. HOLDINGS, INC.

AMENDED EXECUTIVE OFFICER PERFORMANCE-BASED COMPENSATION PLAN

The Compensation Committee (the “Committee”) of M.D.C. Holdings, Inc., a Delaware corporation (the “Company”) has established the M.D.C. Holdings, Inc. Amended Executive Officer Performance-Based Compensation Plan (the “Plan”). This First Amendment to the Plan is made effective as of January 1, 2008 (“Effective Date”).

RECITALS

A. The Committee is authorized to make the following amendments to the Plan.

B. The Treasury Department and the Internal Revenue Service have issued final regulations under Section 409A of the Code, which provide in part, that plan documents must be brought into compliance with Section 409A of the Code by December 31, 2008.

C. The Committee desires to amend the Plan to comply with Section 409A of the Code.

AMENDMENTS

1. The last paragraph in Article IV of the Plan is amended to read in its entirety as follows:

The Company shall make payment to each of the Covered Employees as promptly as practicable after the end of each fiscal year, but in no event later than two and one-ha