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                                                                    EXHIBIT 10.1



                               AMENDMENT NUMBER 1
                                     TO THE
            M/I SCHOTTENSTEIN HOMES, INC. 401(K) PROFIT SHARING PLAN
                                     FOR THE
                         ECONOMIC GROWTH AND TAX RELIEF
                           RECONCILIATION ACT OF 2001


         WHEREAS, M/I Schottenstein Homes, Inc. (the "Sponsor") has adopted the
M/I Schottenstein Homes, Inc. 401(k) Profit Sharing Plan (the "Plan"); and

         WHEREAS, the Plan provides that it may be amended from time to time;
and

         WHEREAS, the Economic Growth & Tax Relief Reconciliation Act of 2001
("EGTRRA") became law generally effective on and after January 1, 2002; and

         WHEREAS, the following amendments to the Plan are intended to
constitute good faith compliance with the requirements of EGTRRA and shall be
construed in accordance with EGTRRA and guidance issued thereunder;

         NOW, THEREFORE, the Plan is amended as follows:

         1. The last sentence set forth in subsection (a) of Section 2.01 of the
Plan is deleted in its entirety and the following sentence shall be substituted,
effective for taxable years commencing on or after January 1, 2002:

                 The amount of such contribution by the Employer shall be such
            amount as the Employer may in its discretion determine; provided,
            however, that, in any year, the amount contributed shall not exceed
            the amount deductible under Section 404(a)(3)(A) of the Code.

         2. The following subsection (d) shall be added to Section 2.02 of the
Plan and shall apply after December 31, 2001:

                 (d) An actively employed Participant who is prevented from
            making additional Section 401(k) Contributions to the Plan for a
            Plan Year as a result of a Plan limitation regarding the amount of
            Section 401(k) Contributions the Participant may make for a Plan
            Year; the limitations imposed by Sections 3.01, 3.0[3](a) or
            3.0[3](b) of the Plan or any other applicable limitation, and who
            has or will attain age 50 by the last day of any calendar year
            beginning on or after January 1, 2002, may make an additional
            contribution to the Plan, hereinafter referred to as a "catch-up
            contribution."

                 The amount of a catch-up contribution made by a Participant
            shall not exceed the dollar limitation set forth in Code Section
            414(v)(2)(B) [as adjusted in

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            accordance with Code Section 414(v)(2)(C)] or the amounts described
            in Code Section 414(v)(2)(A).

                 Catch-up contributions shall not be subject to the otherwise
            applicable limitations described in Sections 401(a)(30), 401(k)(3),
            404(h), 410(b), 415 or 416 of the Code, or any other applicable
            limitation for the relevant Plan Year, Limitation Year or calendar
            year for which such contribution is credited, but shall otherwise be
            treated as Section 401(k) Contributions. [Notwithstanding the
            foregoing, catch-up contributions made by a Participant shall not be
            treated as Section 401(k) Contributions for the purpose of
            calculating the amount of Matching Contributions that may be
            allocated to a Participant's Matching Contribution Account.]

                 The provision of this subparagraph shall be applicable on an
            equivalent basis to all Participants in the Plan who are eligible to
            make catch-up contributions and to similarly situated participants
            in any other plan sponsored by an Employer or Affiliate that
            provides for elective deferrals under a "qualified cash or deferred
            arrangement" [within the meaning of Treasury Regulation
            1.401(k)-1(a)(4)].

         3. Section 2.04 of the Plan, titled "Rollover Contributions," shall be
deleted in its entirety and the following shall be substituted, effective for
amounts contributed to the Plan by a Participant after December 31, 2001:

            2.04 ROLLOVER CONTRIBUTIONS
                 ----------------------

                 Subject to the Plan Administrator's reasonable determination
            that a Rollover Contribution meets the requirements of Section
            402(c) of the Code, a Participant who is also an active Employee may
            contribute to the Plan, as a Rollover Contribution, a distribution
            from an "eligible retirement plan" within the meaning of Code
            Section 402(c)(8)(B), provided such amounts do not consist of
            after-tax contributions. Amounts so rolled over will be credited to
            and maintained in the Participant's Rollover Account. Amounts
            transferred directly from another eligible retirement plan to the
            Plan pursuant to Section 401(a)(31) of the Code will be treated as a
            Rollover Contribution.

         4. The first sentence of Section 3.01 of the Plan shall be deleted in
its entirety and the following substituted in its place, effective for
Limitation Years commencing after December 31, 2001:

                 Annual Additions to each Participant's Account will not exceed
            the lesser of (a) the amount determined by reference to Code Section
            415(c)(1)(A); or (b) 100% of the Participant's "Section 415 Limit
            Compensation" paid or made available for the applicable Limitation
            Year.



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         5. The following sentence shall be added to the second paragraph of
Section 3.01 of the Plan at the end thereof, effective for Limitation Years
commencing after December 31, 2001:

            Section 415 Limit Compensation shall not include contributions to a
            Participant's Account for medical benefits [within the meaning of
            Section 401(h) or Section 419A(f)(2) of the Code] after the
            Participant's separation from service, notwithstanding the fact that
            such contributions may otherwise be treated as Annual Additions.

         6. The first sentence of subsection (a) of Section 3.03 of the Plan
shall be deleted in its entirety and shall be restated as follows, effective for
calendar years commencing on or after January 1, 2002:

            For each calendar year, the Section 401(k) Contributions made by a
            Participant, excluding (i) amounts treated as excess Annual
            Additions pursuant to Section 3.0[2] of the Plan; and (ii) catch-up
            contributions deferred by a Participant in accordance with Section
            414(v) of the Code, shall not exceed the limitation set forth in
            Section 402(g)(1) of the Code, as adjusted by Section 402(g)(4) of
            the Code.

         7. The following sentence shall be added to the definition of "deferral
percentage" after the first sentence of subsection (c) of Section 3.03 of the
Plan, effective for Plan Years commencing on or after January 1, 2002:

            Catch-up contributions deferred by a Participant in accordance with
            Section 414(v) of the Code will not be included in determining the
            Participant's deferral percentage.

         8. The first sentence of Section 9.01 shall be deleted in its entirety
and the following shall be substituted, effective on and after January 1, 2002:

                 A Participant who incurs a severance from employment from the
            Employer and all Affiliates for any reason other than retirement
            (pursuant to Section 6), death (pursuant to Section 7) or disability
            (pursuant to Section 8) will be entitled to receive the entire value
            of his Account. The term "severance from employment" shall be
            interpreted in accordance with Code Section 401(a)(2)(B)(i)(I) and
            applicable authority thereunder. This amendment shall not apply to
            Participants who have severed their employment from the Employer and
            all Affiliates prior to January 1, 2002.

                 A Participant who is eligible for a distribution pursuant to
            this section may elect among the forms of benefits set forth in
            Section 11.01.

         9. The reference in subparagraph (iii) of Section 9.02(c) of the Plan
to "12 months" shall be revised to read "6 months," effective for hardship
distributions received by a Participant on or after January 1, 2002.



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<PAGE>

         10. Subparagraph (iv) of Section 9.02(c) of the Plan shall be deleted,
effective on and after January 1, 2002, for hardship distributions made on or
after January 1, 2001.

         11. Section 9.03, titled "Disposition of Assets of the Employer or
Subsidiary" shall be deleted, effective on and after January 1, 2002.

         12. The reference to "$5,000" each place it appears in Section 11.04 of
the Plan shall be deleted and "$5,000 (excluding the Participant's Rollover
Account)" shall be substituted, effective for distributions made to Participants
after December 31, 2001.

         13. Item (E) of Section 11.05(b)(i) of the Plan shall be deleted in its
entirety and the following shall be substituted, effective for distributions
from the Plan after December 31, 2001:

             (E) a distribution made to a Participant in accordance with the
             hardship rules set forth in Treasury Regulation
             1.401(k)-1(d)(2)(ii), to the extent that such distribution is
             otherwise permitted by the Plan.

         14. The second sentence of paragraph (ii) of Section 11.05(b) of the
Plan, definition of "eligible retirement plan," shall be deleted in its entirety
and the following paragraph shall be substituted, effective for distributions
from the Plan after December 31, 2001:

             An eligible retirement plan shall also mean an annuity contract
             described in Code Section 403(b) and an eligible plan under Code
             Section 457(b) which is maintained by a state, political
             subdivision of a state or any agency or instrumentality of a state
             or political subdivision of a state and which agrees to separately
             account for amounts transferred into such plan from this Plan. The
             definition of eligible retirement plan shall also apply in the case
             of a distribution to a Surviving Spouse, or to a Spouse or former
             Spouse who is the alternate payee under a qualified domestic
             relations order, as defined in Code Section 414(p).

         15. Paragraph (i) of Section 16.03(c) of the Plan shall be deleted in
its entirety and the following shall be substituted, effective for Plan Years
commencing on or after January 1, 2002:

             (i) Loans will be made available to all Participants or
                 Beneficiaries on a reasonably equivalent basis.

         16. Sections 18.01, 18.02 and 18.03 of the Plan shall be deleted in
their entirety and the following shall be substituted, effective for Plan Years
commencing on or after January 1, 2002:

             18.01 DEFINITIONS
                   -----------

                   If, for any Plan Year, the Plan is a Top Heavy Plan, the
             provisions of Section 18.03 will be applicable. For the purpose of
             this section, to the extent necessary, the term "Employer" includes
             an Affiliate other than an Employer; and the term



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             "Employee" includes an employee of an Affiliate other than an
             Employee of the Employer. The following definitions are applicable
             to this Section 18.01.

                   (a) Key Employee: An Employee who at any time during the Plan
             Year that includes the Determination Date is (i) an officer of the
             Employer with annual compensation exceeding $130,000 [as adjusted
             in accordance with Code Section 417(i)(1)(A)]; (ii) a 5% owner of
             the Employer; or (iii) a 1% owner of the Employer who has annual
             compensation of more than $150,000. For purposes of this section,
             "annual compensation" means compensation as defined in Code Section
             415(c)(3). The determination period is the Plan Year containing the
             Determination Date and the four preceding Plan Years. The
             determination of who is a Key Employee will be made in accordance
             with Code Section 416(i)(1) and the regulations thereunder.

                   (b) Non-Key Employee: An Employee or former Employee of the
             Employer who is not a Key Employee. The Beneficiary of a Non-Key
             Employee will be treated as a Non-Key Employee, and the Beneficiary
             of a former Non-Key Employee will be treated as a former Non-Key
             Employee.

                   (c) Determination Date: For all Plan Years subsequent to the
             first Plan Year, the last day of the preceding Plan Year. For the
             first Plan Year, the last day of such Plan Year.

                   (d) Permissive Aggregation Group: The Required Aggregation
             Group of plans plus any other plan or plans of the Employer that,
             when considered as a group with the Required Aggregation Group,
             would continue to satisfy the requirements of Code Sections
             401(a)(4) and 410.

                   (e) Required Aggregation Group: (i) Each qualified plan of
             the Employer in which at least one Key Employee participates or
             participated at any time during the Plan Year containing the
             Determination Date and the four preceding Plan Years (regardless of
             whether the Plan has terminated); and (ii) any other qualified plan
             of the Employer that enables a plan described in (i) of this
             paragraph (e) to meet the requirements of Code Sections 401(a)(4)
             or 410.

                   (f) Top Heavy Plan: The Plan, if in any Plan Year it is top
             heavy as set forth in Section 18.02.

                   (g) Top Heavy Compensation: Top Heavy Compensation means
             "compensation" as defined in Code Section 415(c)(3) and Treasury
             Regulation 1.415(2)(d)(11)(i) for Limitation Years beginning prior
             to January 1, 1998, taking into consideration Code Section
             414(q)(4)(B).



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<PAGE>

            18.02 TOP HEAVY STATUS
                  ----------------

                  The Plan and any other plans aggregated with it will become
            top heavy pursuant to this Section 18.02 as of the Determination
            Date if the present value of accrued benefits of Key Employees is
            more than 60% of the sum of the present value of accrued benefits of
            all Employees. In the case of more than one plan which is to be
            aggregated with the Plan, the present value of the accrued benefits
            of employees in such plan is first determined separately for each
            plan as of each plan's determination date. The plans will then be
            aggregated by adding the results of each plan as of the
            determination dates for such plans that fall within the same
            calendar year. The combined results will indicate whether the plans
            are top heavy. For the purpose of determining the present value of
            the accrued benefits of an Employee (a) the present value of accrued
            benefits of the Employee will be increased by the aggregate
            distributions made with respect to such Employee during the period
            specified in the third paragraph of this Section 18.02 below that
            ends on the Determination Date; (b) the accrued benefits of former
            Key Employees will not be taken into account; and (c) the accrued
            benefits of Employees who have not performed services at any time
            during the one-year period ending on the Determination Date for the
            Employer maintaining the Plan will not be taken into account.

                  Notwithstanding the foregoing, if the Plan is aggregated for
            top heavy purposes with a defined benefit plan, the present value of
            accrued benefits will be determined, for the Plan and for such other
            plan, by using the interest rate and mortality assumptions contained
            in such other plan. If a Required or Permissive Aggregation Group
            includes two or more defined benefit plans (a) the same actuarial
            assumptions will be used with respect to all such plans and must be
            specified in such plans; and (b) the accrued benefits of Non-Key
            Employees will be determined under a uniform accrual method or,
            where there is no such method, as if such benefit accrued not more
            rapidly than the slowest rate of accrual permitted under the
            fractional rule of Code Section 411(b)(1)(C).

                  The present value of accrued benefits as of the Determination
            Date for any applicable Employee or former Employee is the sum of
            (a) the applicable Employee's Account as of the most recent
            valuation date occurring within a 12-month period ending on the
            Determination Date; (b) an adjustment for contributions due as of
            the Determination Date; and (c) the aggregate distributions made
            with respect to such individual under the Plan (or a terminated plan
            that would be required to be aggregated for the purpose of this
            Section 18.02) during the one-year period ending on the
            Determination Date for distributions other than in-service
            distributions, and during the five-year period ending on the
            Determination Date for in-service distributions. [For a profit
            sharing plan, the adjustment in (b) is generally the amount of
            contributions actually made after the Valuation Date but on or
            before the Determination Date.]



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<PAGE>

                  In determining whether the Plan is top heavy, it must be
            aggregated with each plan included in the Required Aggregation
            Group. In addition, the Employer may aggregate plans included in the
            Permissive Aggregation Group.

                  Notwithstanding the foregoing, the Plan shall not be treated
            as a Top Heavy Plan in any Plan Year beginning on or after January
            1, 2002, in which the Plan consists solely of (a) a cash or deferred
            arrangement that meets the requirements of Section 401(k)(12) of the
            Code; and (b) [matching contributions that comply with Section
            401(m)(11) of the Code][[Matching Contributions that comply with
            Section 401(m)(11) of the Code]].

            18.03 MINIMUM CONTRIBUTIONS
                  ---------------------

                  For each Plan Year in which the Plan is top heavy, each
            Participant who is a Non-Key Employee and who is employed on the
            last day of the Plan Year (including a Participant who was not
            credited with at least 1,000 Hours of Service in the Plan Year) is
            required to receive an annual allocation of Employer Contributions
            (disregarding Social Security benefits) equal to at least 3% of his
            Top Heavy Compensation; provided that, if the largest percentage of
            Top Heavy Compensation allocated to a Key Employee (including all
            Section 401(k) Contributions allocated for the benefit of a Key
            Employee) for a Plan Year is less than 3%, such percentage will be
            substituted for 3%. Such amount will be referred to in this Section
            18.03 as the "top heavy minimum contribution." For each year in
            which the Employer maintains a defined benefit plan in addition to
            the Plan, the requirements of this paragraph will be satisfied for
            all Non-Key Employees who participate in both plans by providing
            each Non-Key Employee with the 2% minimum annual benefit provided
            under the top heavy provisions of the defined benefit plan. For each
            year in which the Employer maintains another defined contribution
            plan in addition to the Plan, the minimum benefit described in this
            paragraph may be provided for Non-Key Employees who participate in
            both plans by such other defined contribution plan, or the Plan, as
            elected by the Plan Administrator.

                  For each Plan Year in which the Plan is required to provide
            the top heavy minimum contribution, the Employer will contribute to
            the Account of each Non-Key Employee required to receive an
            allocation pursuant to the previous paragraph an amount equal to the
            difference between the amount necessary to provide such Non-Key
            Employee with the top heavy minimum contribution for such year and
            the amount previously allocated to such Non-Key Employee's Account
            consisting of Employer Contributions (other than elective
            contributions under a qualified cash or deferred arrangement) for
            such year.



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         17. The following sentence shall be added to the last paragraph of the
definition of "Annual Additions" contained in Section 21 of the Plan, at the end
thereof, effective on and after January 1, 2002:

             Annual Additions shall not include catch-up contributions deferred
             by the Participant in accordance with Section 414(v) of the Code.

         IN WITNESS WHEREOF, this amendment shall be effective as of the dates
set forth above.

                                        M/I SCHOTTENSTEIN HOMES, INC.

                                        By:
                                           -------------------------------------

                                        Name (Print):
                                                     ---------------------------

                                        Title:
                                              ----------------------------------

Date: November 12, 2002
      -----------------



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