Exhibit 10.1 Separation Agreement


    
      
        Exhibit
          10.1

        


        


        SEPARATION
          AGREEMENT

        


        This
          Separation Agreement (the “Agreement”) is made by and between Steven
          Schottenstein (“Executive”) and M/I Homes, Inc., an Ohio corporation (the
“Company”). 

        


        WHEREAS,
          Executive has been employed by the Company as
          its
          Chief
          Operating Officer (and in this capacity holds other various positions with
          the
          Company and its affiliates), has held various positions as a director,
          officer
          and/or manager with the Company’s subsidiaries and affiliates, is a trustee of
          the M/I Homes Foundation (the “M/I Foundation”), and is a member of the Board of
          Directors of the Company (the “Board”);

        


        WHEREAS,
          the parties acknowledge that Executive’s employment with the Company will
          terminate, effective July 21, 2006 (the “Separation Date”); that he has resigned
          from his position as a trustee of the M/I Foundation and from all positions
          as a
          director, officer and/or manager of each of the Company’s subsidiaries and
          affiliates effective as of the Announcement Date; and that he will resign
          his
          position as a member of the Board effective as of the Separation
          Date;

        


        WHEREAS,
          the parties wish to define the terms and conditions of Executive’s separation
          from service with the Company; 

        


        NOW,
          THEREFORE, in exchange for and in consideration of the following mutual
          covenants and promises, the undersigned parties, intending to be legally
          bound,
          hereby agree as follows:

        


        1. Separation.
          The
          Company and
          Executive publicly
          announced Executive’s
          separation on June 15, 2006 (the “Announcement Date”), and the parties agree
          that Executive shall formally separate from service
          with the
          Company and each of its subsidiaries and affiliates effective as
          of the
          Separation Date and shall resign from the Board effective as of the Separation
          Date. On the Separation Date, (a) Executive’s employment with the Company and
          all further compensation and remuneration of Executive and all eligibility
          of
          Executive under Company benefit plans shall terminate, except as otherwise
          provided in this Agreement or by applicable law and (b) Executive shall
          resign
          from the Board. Executive shall receive all compensation and benefits to
          which
          he is entitled as an employee of the Company until the Separation
          Date.

        


        2. Separation
          Payments and Benefits.
          In
          connection with his separation of service from the Company, Executive and
          Company hereby agree to specific terms and obligations:

        


        (a) Executive
          shall receive severance pay in the gross amounts as follows:

        


        (i)
          $974,000 (which is equal to the Executive’s average base salary for the years
          2003, 2004 and 2005, times two); plus

        


        (ii)
          $3,334,000 (which is equal to the Executive’s average annual bonus for the years
          2003, 2004 and 2005, times two); plus

        


        (iii)
          an
          amount equal to the pro rata portion of the 2006 Annual Bonus to which
          Executive
          would have been entitled had he remained employed by the Company through
          the
          date such 2006 Annual Bonus is paid, based on the total number of days
          from
          January 1, 2006 through the Separation Date divided by 365, which amount
          shall
          be due if, and only if, Executive would have received his 2006 Annual Bonus
          if
          he had remained employed by the Company through the date such 2006 Annual
          Bonus
          would have been paid.

        


        The
          foregoing amounts to total severance of $4,308,000 plus the amount, if
          any,
          calculated pursuant to clause (iii) above (collectively, the “Severance”). In
          addition, Executive shall be entitled to keep the compensation he received
          from
          the Announcement Date through the Separation Date. The Severance is intended
          to
          compensate Executive for his long and distinguished service to the Company.
          The
          amounts described in clauses (i), (ii) and (iii) above shall be paid to
          Executive, as follows:

        


        (x)
          Immediate
          Severance.
          The
          Company shall pay Executive $2,154,000 ratably beginning on the Effective
          Date
          and ending on January 31, 2007 in accordance with the Company’s ordinary payroll
          practices in effect during such period. 

        


        (y)
          Deferred
          Severance.
          The
          Company shall pay Executive $2,154,000 in equal monthly installments beginning
          February 1, 2007 and ending on July 1, 2007. 

        


        (z)
          2006
          Annual Bonus.
          The
          amount, if any, calculated pursuant to clause (iii) above shall be paid
          on the
          date(s) the 2006 Annual Bonus, if any, would have been paid to Executive
          had
          Executive remained employed by the Company. 

        


        The
          gross
          amount of the Severance shall be reduced by ordinary and customary tax
          withholdings as required by law. 

        


        (b) Within
          10
          days following the Effective Date (as that term is defined in paragraph
          20
          herein), the Company shall pay Executive a lump sum payment of $22,000,
          less
          applicable taxes, to cover the costs of Executive’s medical and dental insurance
          benefits for Executive and Executive’s eligible dependents, if any, under the
          Consolidated Omnibus Budget Reconciliation Act (COBRA).

        


        (c) With
          respect to Executive’s 48,000 vested stock options, the Company will, upon the
          Effective Date (as that term is defined in paragraph 20), treat the Executive
          as
          retired for purposes of the 1993 Stock Incentive Plan, as amended, and
          Executive
          shall have one year from the Effective Date to exercise such vested stock
          options. Executive acknowledges that he has no ownership interest or exercisable
          right in or to the 184,000 shares of unvested stock options held by him
          prior to
          the Separation Date. 

        


        (d) Executive
          will be deemed retired as of the Effective Date for purposes of Executive
          Deferred Compensation under the Company’s Executive Deferred Compensation Plan,
          as amended. The Executive Deferred Compensation will be distributed on
          dates
          designated by the Executive, subject to the terms and conditions of such
          plan.
          The amount of the Executive Deferred Compensation will be determined by
          the
          market value on the distribution dates. 

        


        (e) Executive
          is entitled to any amounts which Executive had previously deferred (including
          any interest earned or credited thereon), pursuant to the Company’s 401(k) Plan
          (payable in accordance with the terms of the plan) and the Company’s
          Nonqualified Savings and Supplemental Plan (payable no earlier than the
          date
          that is six (6) months and one day after the Separation Date (or, if earlier,
          his date of death), and no later than ten (10) business days
          thereafter).

        


        3. Automobile.
          In
          addition to the consideration described in Paragraph 2 above, the Company
          agrees
          to buy out the lease (dated December 30, 2004) of the Company automobile
          currently used by Executive and held by Huntington Leasing Company, valued
          at
          approximately $54,000, and title in said automobile shall be transferred
          to
          Executive.

        


        4. No
          Mitigation.
          None
          of
          the foregoing benefits provided in Paragraphs
          2 or 3 shall (i) be subject to any mitigation obligation on Executive’s part, or
          (ii) be terminated or diminished if Executive should accept other employment
          after
          the
          Separation Date, otherwise in accordance with this Agreement.

        


        5. Totality
          of Payments.
          Executive agrees that he is not entitled to any payments, compensation,
          stock
          options, deferred compensation, benefits, or remuneration of any kind from
          the
          Company, other than what he is receiving through this Agreement, on
          account of any matter, cause or thing whatsoever which has occurred prior
          to the
          date of his signing this Agreement. 

        6. Securities
          and Tax Considerations.

        


        (a) Internal
          Revenue Code Section 409A.
          Notwithstanding
          anything in this Agreement to the contrary, the parties hereby agree that
          it is
          the intention that any payments or benefits provided under this Agreement
          comply
          in all respects with Section 409A of the Internal Revenue Code of 1986,
          as
          amended (“Code”) and any guidance issued thereunder. In addition, in the event
          that additional guidance with respect to Section 409A of the Code becomes
          available, the Company agrees that, upon Executive’s reasonable request, it will
          amend this Agreement solely to the extent necessary and appropriate to
          avoid
          adverse tax consequences pursuant to Section 409A of the Code so long as
          such
          requested amendment does not adversely affect the Company. 

        


        (b) The
          Company agrees to cooperate as reasonably necessary and appropriate with
          respect
          to any equity compensation instructions issued by Executive’s broker or
          authorized representative, subject in all respects to applicable federal,
          state,
          local or self regulatory entity securities laws, rules and/or
          regulations.

        


        7. Executive
          Covenants.
          

        


        (a) Unauthorized
          Disclosure.
          Executive shall not, during the Severance
          Term
          and
          thereafter, make any Unauthorized Disclosure. For purposes of this Agreement,
          “Unauthorized Disclosure” shall mean disclosure by Executive
          without the prior written consent of the Board
          or the
          Chief Executive Officer of the Company to any person, of
          any
          confidential information relating to the business
          or
prospects
          of
          the
          Company including, but not limited to,
          any
          confidential information with respect to any of the Company’s customers,
          products, methods of distribution, strategies, business and marketing
          plans
          and
          business
          policies and practices, litigation strategies or defenses, and plans for
          new
          business concepts,
          except
          (i) to the extent disclosure is or may be required by law, by a court of
          law or by any governmental agency or other person or entity with apparent
          jurisdiction to require him to divulge, disclose or make available such
          information or (ii) in confidence to an attorney or other advisor for the
          purpose of securing professional advice concerning Executive’s personal
          matters
          provided
          such
attorney
          or other advisor agrees to observe these confidentiality provisions.
          Unauthorized Disclosure
          shall
          not include the use or disclosure by Executive, without consent, of any
          information known generally to the public or
          known
          within the Company’s trade or industry (other
          than as a result of disclosure by him
          in
          violation of this Paragraph 7(a)).
          This confidentiality covenant has no temporal, geographical or territorial
          restriction. 

        


        (b) Non-Competition.
          During
          the Non-Competition
          Period described below,
          Executive shall not, directly or indirectly, without the prior written
          consent
          of the Company, which consent shall not be unreasonably withheld, own,
          manage,
          operate, join, control, be employed by, or participate in the ownership,
          management, operation or control of (as a stockholder, partner, or
          otherwise)
          any
          corporation, limited liability company, partnership, joint venture, trust
          or
          other entity that engages in the building of more than 100 residential
          housing
          units per year, determined by closings, within any of the Metropolitan
          Statistical Areas as the Company
          or any
          of its affiliates is now or at such time engaged in homebuilding
          operations, provided,
          however,
          that the “beneficial ownership” (as
          that
          term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as
          amended (the “Exchange Act”)) by
          Executive,
          either
          individually or as a member of a “group”
          for
          purposes
          of
Section
          13(d)(3)
          under
          the Exchange
          Act and the
          regulations
          promulgated thereunder,
          of not
          more than two percent (2%) of the voting stock of any of
          such
          entity that is publicly
          held shall
          not
          be a violation of this
          Agreement.

        


        (c) Non-Interference.
          During
          the Non-Competition
          Period
          described below, Executive shall not, either directly or indirectly,
          alone
          or in
          conjunction with another person,
          interfere with or harm, or
          attempt
          to interfere with or harm, the relationship of the Company, its subsidiaries
          and/or affiliates, with any person who at any time was an employee, customer
          or
          supplier of the Company, its subsidiaries and/or affiliates or otherwise
          had a
          business relationship with the Company, its subsidiaries and/or
          affiliates.
          For the
          avoidance of doubt, this Paragraph 7(c) does not prohibit Executive from
          employing his current executive assistant at any time following the Separation
          Date. 

        


        (d) Non-Competition
          Period.
          For
          purposes of this Agreement, the “Non-Competition
          Period”
means
          the one-year period immediately
          following the Announcement Date.

        


        (e) Remedies.
          Executive agrees that any breach of the terms of this Paragraph
          7 or of
          Paragraph 9 of this Agreement,
          would
          result in irreparable injury and damage to the Company for which the Company
          would have no adequate remedy at law;
          Executive
          therefore also agrees that in the event of said
          breach or any threat
          of
breach,
          the
          Company shall be entitled to an immediate injunction and restraining order
          to
          prevent such
          breach
          and/or threatened breach and/or continued breach by Executive and/or any
          and all
          persons and/or entities acting for and/or with Executive, without
          having to prove damages, in
          addition to any other remedies to which the Company may be entitled at
          law or in
          equity. The terms of this Paragraph
          7(e)
          shall
          not prevent the Company from pursuing any other available remedies for
          any
          breach or threatened breach hereof,
          including, but not limited, to the recovery of damages from Executive.
          Executive
          and the Company further agree that the provisions of Paragraphs 7(b) and
          7(c)
          are reasonable and that the Company would not have entered into this Agreement
          but for the inclusion of such covenants herein. Should a court or arbitrator
          determine, however, that any provision of the covenants is unreasonable,
          either
          in period of time, geographical area, or otherwise, the parties hereto
          agree
          that the covenants
          should
          be interpreted and enforced to the maximum extent which such court or arbitrator
          deems reasonable. The provisions
          of this Paragraph shall survive any termination of this Agreement, and
          the
          existence of any claim or cause of action by Executive against the Company,
          whether predicated on this Agreement or otherwise, shall not constitute
          a
          defense to the enforcement by the Company of the covenants and agreements
          of
          Paragraph 7; provided, however, that this paragraph shall not, in and of
          itself, preclude Executive from defending himself against the enforceability
          of
          the covenants and agreements of Paragraph 7. Nothing
          in this
          paragraph shall preclude the Company either from asserting any claim for
          damages
          it may have for a violation of Paragraph 7 or from seeking equitable relief
          to
          enjoin Executive from violating Paragraph
          7.

        


        8. Indemnification.

        


        (a) The
          Company agrees that if Executive is made a party, or is threatened to be
          made a
          party, to any action, suit or proceeding, whether civil, criminal,
          administrative or investigative (a “Proceeding”), by reason of the fact that he
          is or was a director, officer or employee of the Company or is or was serving
          at
          the request of the Company as a director, officer, manager, member, employee
          or
          agent of another corporation, partnership, joint venture, trust or other
          enterprise, including service with respect to employee benefit plans, whether
          or
          not the basis of the Proceeding is Executive’s alleged action in the course of
          serving as a director, officer, manager, member, employee or agent, Executive
          shall be indemnified and held harmless by the Company to the fullest extent
          legally permitted or authorized by the Company’s certificate of incorporation or
          bylaws or resolutions of the Company’s Board or, if greater, by the laws of the
          State of Ohio, against all cost, expense, liability and loss (including,
          without
          limitation, attorneys’ fees, judgments, fines, ERISA excise taxes or other
          liabilities or penalties and amounts paid or to be paid in settlement)
          reasonably incurred or suffered by Executive in connection therewith, and
          such
          indemnification shall continue as to Executive even if he has ceased to
          be a
          director, officer, manager, member, employee or agent of the Company or
          other
          entity and shall inure to the benefit of Executive’s heirs, executors and
          administrators; provided, however, that nothing herein is intended to indemnify
          Executive for any acts committed by Executive which unequivocally fall
          outside
          the scope of his employment with the Company or his membership on the Board.
          The
          Company shall advance to Executive all costs and expenses incurred by him
          in
          connection with a Proceeding within 20 calendar days after receipt by the
          Company of a written request for such advance. Such request shall include
          an
          undertaking by Executive to repay the amount of such advance if it shall
          ultimately be determined that he is not entitled by law to be indemnified
          against such costs and expenses; provided that the amount of such obligation
          to
          repay shall be limited to the after-tax amount of any such advance except
          to the
          extent Executive is able to offset such taxes incurred on the advance by
          the tax
          benefit, if any, attributable to a deduction realized by him for the
          repayment.

        


        (b) Neither
          the failure of the Company (including its Board, legal counsel or shareholders)
          to have made a determination prior to the commencement of any Proceeding
          concerning payment of amounts claimed by Executive under Paragraph 8(a)
          above
          that indemnification of Executive is proper because he has met the applicable
          standard of conduct, nor a determination by the Company (including its
          Board,
          legal counsel or shareholders) that Executive has not met such applicable
          standard of conduct, shall create a presumption in any judicial proceeding
          that
          Executive has not met the applicable standard of conduct.

        


        (c) The
          Company agrees to continue and maintain a directors’ and officers’ liability
          insurance policy covering Executive, for a period of five years from the
          Separation Date, with terms and conditions no less favorable than the most
          favorable coverage then applying to any other senior level executive officer
          or
          director of the Company.

        


        9. Cooperation.
          Executive shall fully cooperate with the Company in defense of legal claims
          asserted against the Company and other matters requiring the testimony
          or input
          and knowledge of Executive, and the Company agrees to reimburse Executive
          for
          reasonable costs and expenses incurred as a result thereof. Executive agrees
          that he will not speak or communicate with any party or representative
          of any
          party, who is known to Executive to be either adverse to the Company in
          litigation or administrative proceedings or to have threatened to commence
          litigation or administrative proceedings against the Company, with respect
          to
          the pending or threatened legal action, unless he is given express permission
          to
          do so by the Company, or is otherwise compelled by law to do so, and then
          only
          after advance notice to the Company.

        


        10. Release
          of All Claims.

        


        (a) Release
          of Company by Executive.
          In
          consideration of the receipt of the sums and covenants stated herein, Executive
          does hereby, on behalf of himself, his heirs, administrators, executors,
          agents,
          and assigns, forever release, requite, and discharge the Company and its
          agents,
          parents, subsidiaries, affiliates, divisions, officers, managers, directors,
          employees, predecessors, successors, and assigns (“Released Parties”), both in
          their individual and representative capacities, from any and all charges,
          claims, demands, judgments, actions, causes of action, damages, expenses,
          costs,
          attorneys’ fees, and liabilities of any kind whatsoever, whether known or
          unknown, vested or contingent, in law, equity or otherwise, which Executive
          has
          ever had, now has, or may hereafter have against said Released Parties
          for or on
          account of any matter, cause or thing whatsoever which has occurred prior
          to the
          date of his signing this Agreement. This release of claims includes, without
          limitation of the generality of the foregoing, any and all claims which
          are
          related to Executive’s employment with the Company or any of its subsidiaries,
          affiliates or predecessors, his resignation from his officer position with
          the
          Company, his resignation from the Board, his resignation from positions
          as a
          director, officer and/or manager of any of the Company’s subsidiaries or
          affiliates, and his resignation as a trustee of the M/I Foundation; and
          any and
          all rights which Executive has or may have had under the following laws:
          Title
          VII of the Civil Rights Act of 1964, as amended by the Equal Employment
          Opportunity Act of 1972, the Civil Rights Act of 1991; Employee Retirement
          Income Security Act, 29 U.S.C. §1001 et seq.;
          the
          Americans With Disabilities Act; the Age Discrimination in Employment Act,
          as
          amended; Ohio Revised Code Section 4112.01 et seq.;
          and
          all other federal, state, and local statutes, regulations or public policies,
          as
          well as the laws of contract, torts, and all other subjects; provided,
          however,
          that nothing herein shall be deemed to affect any rights of Executive under
          this
          Agreement or to any pension, employee welfare benefits, stock options,
          or
          restricted shares which were vested on or prior to the Separation Date
          or
          Effective Date, as applicable, and pursuant to this Agreement; and provided
          further that nothing herein shall be deemed to affect any rights of Executive
          to
          indemnification as provided under Paragraph 8 above and for such acts otherwise
          covered under the terms and conditions of Directors and Officers liability
          insurance maintained by Company during the employment of Executive.

        (b) Age
          Discrimination Claims and Older Worker’s Benefit Protection Act
          Terms.
          Executive specifically acknowledges that the release of his claims under
          this
          Agreement includes, without limitation, waiver and release of all claims
          against
          the Company and Released Parties under the federal Age Discrimination in
          Employment Act (“ADEA”), and Executive further acknowledges and agrees
          that:

        


        
          	 	
                  i.

                	
                  Executive
                    waives his claims under ADEA knowingly and voluntarily in exchange
                    for the
                    commitments made herein by the Company, and that certain of the
                    benefits
                    provided thereby constitute consideration of value to which Executive
                    would not otherwise have been entitled;


                


        

        


        
          	 	
                  ii.

                	
                  Executive
                    was and is hereby advised to consult an attorney in connection
                    with this
                    Agreement;

                


        

        


        
          	 	
                  iii.

                	
                  Executive
                    has been given a period of 21 days within which to consider the
                    terms of
                    this Agreement;

                


        

        


        
          	 	
                  iv.

                	
                  Executive
                    may revoke his signature on this Agreement for a period of 7
                    days
                    following his execution of this Agreement, rendering the Agreement
                    null
                    and void, provided that such revocation is in writing delivered
                    to J.
                    Thomas Mason, Senior Vice President and General Counsel, M/I
                    Homes of
                    Central Ohio LLC, 3 Easton Oval, Suite 500, Columbus, Ohio
                    43219;

                


        

        


        
          	 	
                  v.

                	
                  this
                    Agreement is written in plain and understandable language which
                    Executive
                    fully understands; and 

                


        

        


        
          	 	
                  vi.

                	
                  this
                    Agreement complies in all respects with Section 7(f) of ADEA
                    and the
                    waiver provisions of the federal Older Worker Benefit Protection
                    Act.
                    

                


        

        


        11. Complete
          and Absolute Defense.
          This
          Agreement constitutes, among other things, a full and complete release
          of any
          and all claims released by either party, and it is the intention of the
          parties
          hereto that this Agreement is and shall be a complete and absolute defense
          to
          anything released hereunder. The parties expressly and knowingly waive
          their
          respective rights to assert any claims against the other which are released
          hereunder, and covenant not to sue the other party or Released Parties
          based
          upon any claims released hereunder. The parties further represent and warrant
          that no charges, claims or suits of any kind have been filed by either
          against
          the other as of the date of this Agreement.

        12. Non-Admission.
          It is
          understood that this Agreement is, among other things, an accommodation
          of the
          desires of each party, and the above-mentioned payments and covenants are
          not,
          and should not be construed as, an admission or acknowledgment by either
          party
          of any liability whatsoever to the other party or any other person or
          entity.

        


        13. Return
          of Property.
          Except
          as provided below, the Company acknowledges that Executive has returned
          to the
          Company all Company documents and property in his possession or control
          including, but not limited to, Personal Computer(s) and all Software, Security
          Keys and Badges, Price Lists, Supplier and Customer Lists, Files, Reports,
          all
          correspondence both internal and external (memoranda, letters, quotes,
          etc.),
          Business Plans, Budgets, Designs, and any and all other property of the
          Company;
          and the Company shall promptly return to Executive his personal property
          and
          files; provided that Executive is expressly permitted to retain, and assume
          ownership of, (a) his Company-provided cell phone (together with rights
          to the
          use of the cell phone number at Executive’s sole expense) and BlackBerry device
          and (b) the furniture in Executive’s office; and provided further that Executive
          is expressly permitted to retain any documents and property necessary for
          Executive’s service as a director of the Company. 

        


        14. Knowing
          and Voluntary Execution.
          Each of
          the parties hereto further states and represents that he or it has carefully
          read the foregoing Agreement, consisting of 10 pages, and knows the contents
          thereof, and that he or it has executed the same as his or its own free
          act and
          deed. Executive further acknowledges that he has been and is hereby advised
          to
          consult with an attorney concerning this Agreement and that he had adequate
          opportunity to seek the advice of legal counsel in connection with this
          Agreement. Executive also acknowledges that he has had the opportunity
          to ask
          questions about each and every provision of this Agreement and that he
          fully
          understands the effect of the provisions contained herein upon his legal
          rights.

        


        15. Executed
          Counterparts.
          This
          Agreement may be executed in one or more counterparts, and any executed
          copy of
          this Agreement,
          including by facsimile,
          shall be
          valid and have the same force and effect as the originally-executed
          Agreement.

        


        16. Governing
          Law.
          This
          Agreement shall be governed by, and construed and enforced in accordance
          with,
          the laws of the State of Ohio.

        17. Modification.
          No
          provision of this Agreement may be modified, waived or discharged unless
          such
          waiver, modification or discharge is agreed to in writing and signed by
          Executive and the Company.

        


        18. Assignability.
          Executive’s obligations and agreements under this Agreement shall be binding on
          Executive’s heirs, executors, legal representatives and assigns and shall inure
          to the benefit of any successors and assigns of the Company. The Company
          may
          assign this Agreement or any of its rights or obligations arising hereunder
          to
          any party, as part of a sale of substantially all of its
          assets or other
          significant change of control.

        


        19. Entire
          Agreement.
          This
          Agreement constitutes the entire agreement between the parties hereto in
          respect
          of the subject matter hereof, and this Agreement supersedes all prior and
          contemporaneous agreements between the parties hereto in connection with
          the
          subject matter hereof.

        


        20. Effective
          Date.
          This
          Agreement will become effective on the eighth day following signature by
          Executive and the Company (the “Effective Date”), unless sooner revoked by
          Executive by written revocation delivered to the Company’s Senior Vice President
          and General Counsel. 

        


        [signature
          page to follow]


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        IN
          WITNESS WHEREOF, the undersigned have caused this Agreement to be duly
          executed
          and witnessed.

        STEVEN
          SCHOTTENSTEIN:

        


        


        /s/
          Steven Schottenstein      

        Steven
          Schottenstein

        


        


        


        


        


        M/I
          HOMES, INC. 

        


         

        By:
          /s/
          J.
          Thomas Mason      

        J.
          Thomas
          Mason, Senior Vice             
          President and General Counsel