Exhibit 10.6 Fifth Amendment to the M/I Homes, Inc. 401 (k) Profit Sharing
      Plan


    Exhibit
      10.6

     

    FIFTH
      AMENDMENT

    TO
      THE

    M/I
      HOMES, INC. 401(k) PROFIT SHARING PLAN

    


    (As
      Restated Effective as of January 1, 1997)

    


    


    WHEREAS,
      M/I
      Homes, Inc. (the “Sponsor”) sponsors the M/I Homes, Inc. 401(k) Profit Sharing
      Plan (the “Plan”); and

    


    WHEREAS,
      the
      Plan provides that the Sponsor may amend the Plan; and 

    


    WHEREAS,
      the
      Plan has been amended and restated effective as of January 1, 1997, and further
      amended by the First, Second, Third and Fourth Amendments, and by an unnumbered
      amendment to conform the Plan to the final regulations under Section 401(a)(9)
      of the Internal Revenue Code of 1986, as amended; and 

    


    WHEREAS,
      the
      Sponsor desires to amend the Plan in order to adopt certain administrative
      provisions;

    


    NOW
      THEREFORE, the
      Plan
      shall be amended as follows:

    


    1. The
      first
      paragraph of Section 3.03(c) shall be deleted in its entirety and shall be
      restated as follows, effective on and after January 1, 2006:

    


    (c) For
      the
      purpose of this section, the “deferral percentage” for eligible
      Highly-Compensated Employees and eligible Non-Highly-Compensated Employees
      is
      the average of the ratios (calculated separately for each person in either
      the
      Highly or Non-Highly-Compensated Employee group) of (i) the Section 401(k)
      Contributions paid under the Plan on behalf of each such eligible Employee
      for
      the applicable Plan Year, excluding (A) amounts treated as excess Annual
      Additions pursuant to Section 3.02; and (B) amounts that do not satisfy the
      requirements of Treasury Regulation 1.401(k)-1(b)(4), but including (C)
      contributions described in Sections 2.01 and 2.02(b) of the Plan, to
      (ii) the Employee’s Compensation for the
      period during the applicable Plan Year that the Employee was a
      Participant.

    


    2.  The
      last
      sentence of the first paragraph of the definition of "Compensation" set forth
      in
      Section 21 shall be deleted and the following shall be substituted, effective
      on
      and after January 1, 2006:

    


    Notwithstanding
      the foregoing, the definition of Compensation set forth above will exclude
      overtime, except for overtime payments paid to salaried non-exempt employees
      as
      defined by the Employer pursuant to the Fair Labor Standards Act, 29 USC 201,
      et. seq., and the regulations thereunder. 


    
      
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    IN
      WITNESS WHEREOF,
      the
      Sponsor has caused this Amendment to be executed by its duly authorized officer
      effective as of the date set forth above.

                

                                            M/I
      HOMES, INC.


     

     

    
      	
               Date:

            	 	 	
               By:

            	 
	 	 	 	 	 
	 	 	 	
              Name:

            	 
	 	 	 	 	 
	 	 	 	
               

            	 
	 	 	 	
               Title: