EX-24 2 attachment_1.htm POWER OF ATTORNEY
POWER OF ATTORNEY



      Know all by these presents that the undersigned hereby constitutes and appoints

each of Rebecca Givens, Joseph H. Fretz and Robert N. Martin, signing singly, and with

full power of substitution, the undersigned?s true and lawful attorney-in-fact to:



1. execute for and on behalf of the undersigned, in the undersigned?s capacity as

an officer and/or director of M.D.C. Holdings, Inc. (the "Company"), Forms 3, 4

and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934

and the rules thereunder as such forms, laws and rules may be amended from

time to time;



2. do and perform any and all acts for and on behalf of the undersigned which may

be necessary or desirable to complete the execution of any such Form 3, 4 or 5,

any amendment thereto, and the timely filing of such Form with the United States

Securities and Exchange Commission, the New York Stock Exchange, and any

other authority where such Form is required to be filed; and



3. take any other action of any type whatsoever in connection with the foregoing

which, in the opinion of such attorney-in-fact, may be of benefit to, in the best

interest of, or legally required by, the undersigned, it being understood that the

documents executed by such attorney-in-fact on behalf of the undersigned

pursuant to this Power of Attorney shall be in such form and shall contain such

terms and conditions as such attorney-in-fact may approve in such attorney-in-

fact?s discretion.



      The undersigned hereby grants to each such attorney-in-fact full power and

authority to do and perform all and every act and thing whatsoever requisite, necessary

and proper to be done in the exercise of any of the rights and powers herein granted, as

fully to all intents and purposes as such attorney-in-fact might or could do if personally

present, with full power of substitution or revocation, hereby ratifying and confirming all

that such attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause to be

done by virtue of this Power of Attorney and the rights and powers herein granted.  The

undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such

capacity at the request of the undersigned, are not assuming any of the undersigned's

responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.



      This Power of Attorney shall remain in full force and effect until the undersigned

is no longer required to file Forms 3, 4, and 5 with respect to the undersigned?s holdings

of and transactions in securities issued by the Company, unless earlier revoked by the

undersigned in a signed writing delivered to the foregoing attorneys-in-fact.



      IN WITNESS WHEREOF, the undersigned caused this Power of Attorney,

effective as of August 28, 2020.



_/s/ Staci M. Woolsey

Signature



Staci M. Woolsey

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