exhibitexcddcom.htm


    Exhibit
10.4

    


    M/I
HOMES, INC.

    


    AMENDED
AND RESTATED

    EXECUTIVES’ DEFERRED
COMPENSATION PLAN

    


    Section
1.  PURPOSE

    


    The
Company desires and intends to recognize the value to the Company and its
Affiliates of the past and present services of its Executives, to encourage
their continued service to the Company and its Affiliates and to be able to
attract and retain Executives by adopting and implementing this Plan to provide
such Executives an opportunity to defer compensation otherwise payable to them
from the Company and/or its Affiliates.  In addition, the Company
desires to allow such Executives an opportunity to invest in the Common Shares
of the Company by providing that amounts deferred under this Plan will be
distributed in Common Shares.

    


    This Plan
was initially adopted effective November 1, 1998, was amended and restated in
its entirety effective January 1, 2000 and January 1, 2001, and is again amended
and restated in its entirety as provided in this document effective as of August
28, 2008 (the “Restatement Effective Date”).

    


    


    Section
2.  CERTAIN
DEFINITIONS

    


    The
following terms will have the meanings provided below.

    


    “Affiliate”
means all persons with whom the Company would be considered a single employer
under Sections 414(b) and (c) of the Code.

    


    “Annual Cash Bonus” means, with respect
to any calendar year or other period, the bonus payable under any annual bonus
program maintained by the Company which, absent its deferral hereunder, would be
payable to a Participant for services rendered as an
Executive.  However, the term will not include any bonus or special
distribution made in connection with any other employer provided benefit or
fringe benefit program.

    


    “Beneficiary” means the person or
persons designated in writing as such and filed with the Plan Administrator at
any time by a Participant.  Any such designation may be withdrawn or
changed in writing (without the consent of the Beneficiary), but only the last
designation on file with the Plan Administrator shall be effective.

    


    “Board” means the Board of Directors of
the Company.

    


    “Change of Control” means:

    


    A.           With
respect to Grandfathered Amounts: (i) the acquisition by any person or group of
persons (within the meaning of Section 13 or 14 of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”)), other than Irving
E.  Schottenstein or any of his immediate family members or lineal
descendants, any heir of the foregoing, any trust for the benefit of any of the
foregoing, any private charitable foundation or any partnership, limited
liability company or corporation owned or controlled by some or all of the
foregoing, of beneficial ownership (within the meaning of Rule 13d-3 promulgated
under the Exchange Act) of 25 percent or more of the outstanding voting capital
stock of the Company or (ii) the failure of the directors of the Company on the
date hereof (the “Current Board”), or such directors who are elected or
recommended or endorsed for election to the Board by a majority of the Current
Board or their successors so elected, recommended or endorsed to constitute a
majority of the Board.

    


    B.           With
respect to Section 409A Amounts: (i) the acquisition by any person (as defined
in Section 409A of the Code), or more than one person acting as a group (as
defined in Section 409A of the Code), of the ownership of stock of the Company
that, together with the stock held by such person or group, constitutes more
than 50 percent of the total fair market value or total voting power of the
stock of the Company; (ii) the acquisition by any person, or more than one
person acting as a group, within any 12-month period, of the ownership of the
stock of the Company possessing 30 percent or more of the total voting power of
the stock of the Company; (iii) a majority of the members of the Board is
replaced during any 12-month period by directors whose appointment or election
is not endorsed by a majority of the members of the Board prior to the date of
the appointment or election; or (iv) the acquisition by any person, or more than
one person acting as a group, within any 12-month period, of assets from the
Company that have a total gross fair market value equal to or more than 40
percent of the total gross fair market value of all of the assets of the Company
immediately before such acquisition or acquisitions.  The definition
of “Change of Control” in this subsection B shall be interpreted in a manner
that is consistent with the definition of “change in control event” under
Section 409A of the Code and the Treasury Regulations promulgated
thereunder.

    


    “Code” means the Internal Revenue Code
of 1986, as may be amended from time to time.

    


    “Common Shares” means the common shares
of the Company, par value $.01.

    


    “Company” means M/I Homes, Inc., an
Ohio corporation, and any successor entity.

    


    “Deferred Compensation Account” means
the separate Deferred Compensation Account established for each Participant
pursuant to Section 4 of the Plan.

    


    “Disability” shall mean any condition
which renders the Participant unable to continue employment with the Company as
determined by the Plan Administrator, in the Plan Administrator’s sole and
absolute discretion.

    


    “Discretionary Deferral” means the
amount each Participant has elected to be credited to such Participant’s
Deferred Compensation Account with respect to any Plan Year pursuant to the
terms of Section 4(B) of the Plan.

    


    “Executive” means those select
management or highly compensated employees whom the Board designates as eligible
to participate in this Plan.

    


    “Fair Market Value” of the Common
Shares means the closing price of the Common Shares on any national securities
exchange on which the Common Shares are then listed on the applicable
date.

    


    “Grandfathered Amount” means the
portion, if any, of a Participant’s Deferred Compensation Account that was
earned and vested (within the meaning of Section 409A of the Code and the
Treasury Regulations promulgated thereunder) under this Plan before January 1,
2005 and any earnings (whether actual or notional) attributable to such portion
of the Participant’s Deferred Compensation Account (within the meaning of
Section 409A of the Code and the Treasury Regulations promulgated thereunder)
and any earnings (whether actual or notional) thereon.

    


    “Mandatory Deferral” means the
mandatory amount credited to each Participant’s Deferred Compensation Account
with respect to any Plan Year prior to 2004.

    


    “Participant” has the meaning specified
in Section 3 of the Plan.

    


    “Plan” means the M/I Homes, Inc.
Amended and Restated Executives’ Deferred Compensation Plan, as reflected in
this document, as the same may be amended from time to time after the
Restatement Effective Date.

    


    “Plan Administrator” means the Company
or the person or committee to whom the Company has delegated all of its powers
and duties to administer the Plan.

    


    “Plan Year” means the fiscal year of
the Company.

    


    “Retirement” means:

    


    A.           With
respect to Grandfathered Amounts, the Participant’s voluntary Termination after
completing not less than ten (10) years of employment.  Whether a
Participant’s Termination was voluntary shall be as determined by the Plan
Administrator, in the Plan Administrator’s sole and absolute
discretion.

    


    B.           With
respect to Section 409A Amounts, Termination on or after the date on which the
sum of the Participant’s years of service with the Company and its Affiliates
plus the Participant’s age is equal to or greater than seventy (70); provided
that the Participant has attained the age of fifty-five (55).

    


    “Section 409A Amount” means the
portion, if any, of a Participant’s Deferred Compensation Account that is not a
Grandfathered Amount.

    


    “Termination”
means a “separation from service” with the Company and its Affiliates within the
meaning of Treasury Regulation Section 1.409A-1(h).

    


    “Termination Date” means the date of a
Participant’s Termination for any reason.

    


    “Trust” means the trust fund that, in
the discretion of the Company, may be established for purposes of segregating
certain assets of the Company for payment of benefits hereunder as the same may
be amended from time to time.  Such Trust may be irrevocable, but the
assets thereof shall, at all times, remain the property of the Company subject
to the claims of the Company’s creditors.

    


    “Unforeseeable
Emergency” means a severe financial hardship to the Participant within the
meaning of Section 409A of the Code and Treasury Regulation Section
1.409A-3(i)(3) resulting from: (A) an illness or accident of the Participant or
the Participant’s spouse or dependent (as defined in Section 152 of the Code,
without regard to Sections 152(b)(1), (b)(2) and (d)(1)(B) of the Code); (B)
loss of the Participant’s property due to casualty; or (C) other similar
extraordinary and unforeseeable circumstances arising as a result of events
beyond the control of the Participant.

    


    


    Section
3.  PARTICIPANTS

    


    Each
person who is participating in the Plan on the Restatement Effective Date shall
be a Participant in the Plan.  Each person who becomes an Executive
after the Restatement Effective Date will be eligible to participate in the Plan
as of the date on which he becomes an Executive or the date specified by the
Plan Administrator, whichever is latest.  A Participant shall continue
to participate in the Plan until his status as a Participant is terminated
(A) by a complete distribution of his Deferred Compensation Account
pursuant to the terms of the Plan, (B) by written directive of the Plan
Administrator or (C) if he or she is no longer an
Executive.  Notwithstanding the foregoing, any election to defer an
Annual Cash Bonus in effect for a Participant shall cease as of the earlier of
(i) the Participant’s Termination Date or (ii) the end of the Plan
Year during which the Participant’s status as a Participant is
terminated.

    


    


    Section
4.  DEFERRED COMPENSATION
ACCOUNTS

    


    A.           Establishment of Deferred
Compensation Accounts.  The Plan Administrator will establish a
Deferred Compensation Account for each Participant, and separate subaccount(s)
within such Deferred Compensation Account for each Plan Year in which a
Participant makes a timely election to defer his or her Annual Cash Bonus
pursuant to Section 4(B) or a Mandatory Deferral was credited to the Deferred
Compensation Account of the Participant.

    


    B.           Participant
Deferrals.

    


    i.           With
respect to each Plan Year, a Participant may elect to have a portion of his or
her Annual Cash Bonus for services performed during the Plan Year credited to
the subaccount of his or her Deferred Compensation Account established for the
applicable Plan Year as a Discretionary Deferral.  Except as provided
in Sections 4(B)(ii) and 4(B)(iv), to make such an election for any Plan Year,
the Participant must advise the Plan Administrator in writing, on a form
prescribed by the Plan Administrator (each, a “Deferral Notice”), of the
following: (a) the amount of any Discretionary Deferral and
(b) subject to Section 5(A), the date the Participant elects to receive
distribution of the Discretionary Deferral for that Plan Year; provided,
however, that, subject to Section 5(D) of the Plan, the earliest date the
Participant may elect to receive distribution of the Discretionary Deferral for
any Plan Year shall be the date which is three years after the end of that Plan
Year.  An election made under this Section 4(B)(i) for any Plan Year
must be made by December 31 of the preceding Plan Year.

    


    ii.           Notwithstanding
the foregoing and in the discretion of the Plan Administrator, with respect to
the first Plan Year in which an Executive is eligible to participate in the
Plan, the Deferral Notice must be submitted to the Plan Administrator within 30
days after the date on which the Executive is first eligible to participate in
the Plan, and shall apply to any Annual Cash Bonus relating to services to be
performed after such election is made.  For purposes of this Section
4(B)(ii), an Executive is first eligible to participate in this Plan only if the
Executive is not eligible to participate in any other arrangement that, along
with this Plan, would be treated as a single nonqualified deferred compensation
plan under Treasury Regulation Section 1.409A-1(c)(2).

    


    iii.           A
Participant who does not return a completed Deferral Notice within the relevant
time period specified in this Section 4(B) will be deemed to have elected not to
defer any Annual Cash Bonus for the applicable Plan Year.

    


    iv.           With
respect to any Mandatory Deferral (for a Plan Year prior to 2004) with respect
to which the Participant has failed to deliver a Deferral Notice as of December
31, 2003, (a) the Participant shall be deemed to have elected to receive
distribution of the Mandatory Deferral for that Plan Year on the date which is
three years after the end of that Plan Year and (b) the Participant shall be
deemed to have elected to receive distribution upon a Change of Control under
the terms of Section 5(E) of the Plan.

    


    v.           After
the beginning of an applicable Plan Year, a Participant shall not be permitted
to change, terminate or revoke the Participant’s Deferral Notice for such Plan
Year, except as described in Section 5(B) of the Plan.

    


    C.           Participant
Contributions.  After the end of each Plan Year, the Company
will allocate to the subaccount of the Participant’s Deferred Compensation
Account for that Plan Year, in single or multiple installments, the percentage
of the Annual Cash Bonus equal to the amount specified as the Discretionary
Deferral in the Deferral Notice; provided that such Deferral Notice was timely
submitted to the Plan Administrator in accordance with Section
4(B).  Any amounts so allocated by the Company are called “Participant
Contributions.”

    


    D.           Adjustment of Account
Balances.  On the date any Participant Contributions are
credited to a subaccount of the Participant’s Deferred Compensation Account,
such Participant Contributions (and any other amounts then credited to such
subaccount) shall be divided by the Fair Market Value of a Common Share on such
date.  Upon completion of this calculation, the subaccount shall be
credited with the resulting number of whole Common Shares and any remaining
amounts shall continue to be credited to such subaccount until converted to
whole Common Shares in accordance with this Section 4(D).  Each
subaccount of the Deferred Compensation Account of each Participant shall be
credited with cash dividends on Common Shares at the times and equal in amount
to the cash dividends actually paid with respect to Common Shares on and after
the date that the Common Shares are credited to the subaccount.  On
the date any cash dividends are actually paid with respect to Common Shares, the
amount of cash dividends credited to each subaccount (and any other cash amounts
then credited to such subaccount) shall be divided by the Fair Market Value of a
Common Share as of such date.  Upon completion of this calculation,
the subaccount shall be credited with the resulting number of whole Common
Shares and any remaining amounts shall continue to be credited to the subaccount
until converted to whole Common Shares at a future conversion date under this
Section 4(D).  The Plan Administrator may prescribe any reasonable
method or procedure for the accounting of these adjustments.

    


    E.           Stock
Adjustments.  The number of Common Shares in each subaccount of
the Deferred Compensation Account of each Participant shall be adjusted from
time to time to reflect stock splits, stock dividends or other changes in the
Common Shares resulting from a change in the Company’s capital
structure.

    


    F.           Participant’s Rights in Accounts.
A Participant’s only right with respect to his Deferred Compensation
Account (and amounts allocated thereto) will be to receive distributions in
accordance with the provisions of Section 5 of the Plan.

    


    


    Section
5.  PAYMENT OF DEFERRED
BENEFITS

    


    A.           Time
of Payment.

    


    i.           Grandfathered
Amounts.  Distribution of the Grandfathered Amount of each
subaccount in the Participant’s Deferred Compensation Account for a specific
Plan Year shall be made on or about the 50th day,
but in no event later than the 60th day,
after the earlier of (a) the date specified by the Participant in the applicable
Deferral Notice or Amendment to Deferral Notice (as defined in Section 5(B))
delivered to the Plan Administrator or (b) the Participant’s Termination Date if
the Participant Terminates for any reason other than Retirement or
Disability.

    


    ii.           Section 409A
Amounts.  Distribution of the Section 409A Amount of each
subaccount in the Participant’s Deferred Compensation Account shall be made on
or after the 50th day,
but in no event later than the 60th day,
after the earlier of (a) the date specified by the Participant in the applicable
Deferral Notice or Amendment to Deferral Notice (as defined in Section 5(B))
delivered to the Plan Administrator or (b) the Participant’s Termination Date if
the Participant Terminates for any reason other than Retirement.

    


    B.           Changes
to Distribution Election.

    


    i.           Grandfathered
Amounts.  With respect to any Grandfathered Amounts, a
Participant may, from time to time, extend the date specified by the Participant
for distribution of his or her Mandatory Deferral (if any) and Discretionary
Deferral for any Plan Year by delivering an Amendment to Deferral Notice to the
Plan Administrator on a form prescribed by the Plan Administrator (each, an
“Amendment to Deferral Notice”), but only if (a) the Amendment to Deferral
Notice is received by the Plan Administrator no later than one year before the
distribution date designated in the Deferral Notice or the Amendment to Deferral
Notice then in effect for that Plan Year and (b) such distribution is deferred
for at least one year after the distribution date designated in the Deferral
Notice or the Amendment to Deferral Notice then in effect for that Plan
Year.  Any election a Participant makes in his or her Deferral Notice
with respect to a distribution of Grandfathered Amounts after a Change of
Control may be changed by delivering an Amendment to Deferral Notice to the Plan
Administrator before the Change of Control occurs.  Any modification
made after that date will not be implemented.

    


    ii.           Section 409A
Amounts.  With respect to any Section 409A Amounts, a
Participant will be permitted to change the date specified by the Participant
for distribution of his or her subaccount for any Plan Year by delivering an
Amendment to Deferral Notice to the Plan Administrator; provided
that:

    


    a.           On
or before December 31, 2008, (1) such change may not apply to any amount
otherwise payable in 2008 and (2) such change may not cause an amount to be
paid in 2008 that would not otherwise be payable in 2008.  After
December 31, 2008, this subsequent distribution election may be changed or
revoked only as provided in Section 5(B)(ii)(b).

    


    b.           After
December 31, 2008, (1) such change may not take effect until at least 12 months
after the date on which such change is made; (2) the distribution with respect
to which such change is made must be deferred (other than a distribution upon
death or Unforeseeable Emergency) for at least five years from the date the
amount otherwise would have been distributed; and (3) any change related to
a distribution at a specified time may not be made less than 12 months before
the date the amount is scheduled to be distributed.  After December
31, 2008, an Amendment to Deferral Notice with respect to any Section 409A
Amounts may only be changed if such change would meet the requirements of this
Section 5(B)(ii)(b).

    


    C.           Method of
Distribution.  The Common Shares credited to each subaccount of
a Participant’s Deferred Compensation Account (as adjusted in accordance with
the terms of Sections 4(D) and 4(E)), shall be distributed to the Participant in
a single lump sum distribution of such Common Shares.  Any cash
amounts that have been credited to a subaccount of the Participant’s Deferred
Compensation Account and are not converted to Common Shares prior to
distribution shall be settled in cash.

    


    D.           Hardship
Distributions.

    


    i.           Grandfathered
Amounts.  Prior to the time any Grandfathered Amount in a
Participant’s Deferred Compensation Account becomes payable with respect to any
Plan Year, the Plan Administrator, in its sole discretion, may elect to
distribute all or a portion of such Grandfathered Amount in the event such
Participant requests a distribution due to an Unforeseeable
Emergency.  A distribution of Grandfathered Amounts based on an
Unforeseeable Emergency shall not exceed the amount required to meet the
immediate financial need created by the hardship and shall be made by
distributing the lesser of (a) the number of Common Shares credited as
Grandfathered Amounts to the Participant’s Deferred Compensation Account or (b)
the number of Common Shares credited as Grandfathered Amounts to the
Participant’s Deferred Compensation Account with a Fair Market Value equal to
the amount needed to meet the Unforeseeable Emergency, in each case reduced by
the maximum amount that the Participant could borrow or withdraw from any other
deferred compensation program in which he or she participates, including a plan
described in Section 401(a) of the Code.

    


    ii.           Section 409A
Amounts.  A Participant may request a distribution of Section
409A Amounts from his or her Deferred Compensation Account upon the occurrence
of an Unforeseeable Emergency.  However, the amount of this
distribution may not be greater than the amount reasonably necessary to satisfy
the emergency need (which may include amounts necessary to pay any federal,
state, local or foreign income taxes or penalties reasonably anticipated to
result from the distribution) or, if less, the value of the Section 409A Amounts
in the Participant’s Deferred Compensation Account as of the distribution
date.  Notwithstanding the foregoing, a distribution of Section 409A
Amounts on account of an Unforeseeable Emergency may not be made to the extent
that such emergency is or may be relieved through reimbursement or compensation
from insurance or otherwise, by liquidation of the Participant’s assets, to the
extent the liquidation of such assets would not cause severe financial hardship,
or by cessation of deferrals under the Plan.  A distribution of
Section 409A Amounts under this subsection shall be made by distributing the
appropriate number of Common Shares.

    


    As a
condition of receiving a distribution under this Section 5(D), a Participant
must file a written application with the Plan Administrator specifying the
nature of the Unforeseeable Emergency and the amount needed to address that
circumstance and supply any other information the Plan Administrator, in its
sole discretion, may need to ensure that the conditions specified in this
Section 5(D) are met.

    


    E.           Change of Control. Regardless
of any other Plan provision to the contrary, the subaccount of a Participant’s
Deferred Compensation Account applicable to any Plan Year will be distributed as
soon as administratively practical (but no later than 60 days) after a Change of
Control but only if the Participant elected this distribution event in his or
her Deferral Notice or Amendment to Deferral Notice then in effect for that
subaccount.  Any election a Participant makes in his or her Deferral
Notice with respect to a distribution after a Change of Control may be changed
by delivering an Amendment to Deferral Notice to the Plan Administrator,
provided that such change is made in accordance with Section 5(B).

    


    F.           Six-Month Distribution
Delay.  Notwithstanding anything in the Plan to the contrary,
if a Participant is a “specified employee,” within the meaning of Section 409A
of the Code and as determined under the Company’s policy for determining
specified employees, on the Participant’s Termination Date, all Section 409A
Amounts that are distributable to such Participant in connection with the
Participant’s Termination shall be distributed on the first business day of the
seventh month following the Termination Date (or, if earlier, the Participant’s
death).

    


    G.           Distribution Upon
Death.  Upon the death of a Participant prior to the
distribution of any subaccount of his Deferred Compensation Account, such
subaccount(s) shall be paid to the Beneficiary designated by the
Participant.  If there is no designated Beneficiary or no designated
Beneficiary surviving at a Participant’s death, payment of any such
subaccount(s) shall be made to the Participant’s estate.

    


    H.           Taxes.  In the event
any taxes are required by law to be withheld or paid from any payments made
pursuant to the Plan, the Participant shall give the Plan Administrator a
personal check to pay these taxes or, if permitted by the Plan Administrator,
make other provision for the payment of these taxes.

    


    


    Section
6.  ASSIGNMENT OR
ALIENATION

    


    The right
of a Participant, Beneficiary or any other person to the payment of a benefit
under this Plan may not be assigned, transferred, pledged or encumbered except
by will or by the laws of descent and distribution.

    


    


    Section
7.  PLAN
ADMINISTRATION

    


    The Plan
Administrator will have the right to interpret and construe the Plan and to
determine all questions of eligibility and of status, rights and benefits of
Participants and all other persons claiming benefits under the
Plan.  In all such interpretations and constructions, the Plan
Administrator’s determination will be based upon uniform rules and practices
applied in a nondiscriminatory manner and will be binding upon all persons
affected thereby.  Subject to the provisions of Section 8 below, any
decision by the Plan Administrator with respect to any such matters will be
final and binding on all parties.  The Plan Administrator will have
absolute discretion in carrying out its responsibilities under this Section
7.

    


    


    Section
8.  CLAIMS
PROCEDURE

    


    A.           Filing Claims.  In
general, neither Participants nor their Beneficiaries need to present a formal
claim for benefits under this Plan in order to qualify for rights or benefits
under this Plan.  If, however, any Participant or Beneficiary
(“claimant”) is not granted the rights or benefits to which the person believes
him or herself to be entitled, a formal claim for benefits must be filed in
accordance with this Section 8.  A claim by any person must be
presented to the Plan Administrator within the maximum time permitted by law or
under regulations promulgated by the Secretary of Labor or his or her delegate
pertaining to claims procedures.

    


    B.           Notification to
Claimant.  If a claim is wholly or partially denied, the Plan
Administrator will furnish to the claimant a notice of the decision within
ninety (90) days (or if the claim is a claim on account of Disability, no later
than forty-five (45) days after the receipt of such claim) in writing and in a
manner calculated to be understood by the claimant, which notice will contain
the following information:

    


    (i)           the
specific reason or reasons for the denial;

    


    (ii)           specific
references to pertinent Plan provisions upon which the denial is
based;

    


    (iii)           a
description of any additional material or infor­mation necessary for the
claimant to perfect the claim and an explanation of why such material or
information is necessary;

    


    (iv)           an
explanation of the Plan’s claims review procedure describing the steps to be
taken by a claimant who wishes to submit his claims for review and the time
limits applicable to such procedures;

    


    (v)           a
statement of the claimant’s right to bring a civil action under
Section 502(a) of the Employee Retirement Income Security Act of 1974, as
amended (“ERISA”), following an adverse determination upon review;
and

    


    (vi)           in
the case of an adverse determination of a claim on account of Disability, the
information to the claimant shall include, to the extent necessary, the
information set forth in Department of Labor Regulation Section
2560.503-1(g)(1)(v).

    


    If
special circumstances require the extension of the forty-five (45) day or ninety
(90) day period described above, the claimant will be notified before the end of
the initial period of the circumstances requiring the extension and the date by
which the claims official expects to reach a decision.  Any extension
for deciding a claim will not be for more than an additional ninety (90) day
period, or, if the claim is a claim on account of Disability, for not more than
two (2) additional thirty (30) day periods.

    


    C.           Review Procedure.  A
claimant or his authorized representative may, with respect to any denied
claim:

    


    (i)           request
a review upon a written application filed within sixty (60) days
(one-hundred-eighty (180) days in the case of a denial of a claim on account of
Disability) after receipt by the claimant of written notice of the denial of his
claim;

    


    (ii)           review
and receive copies of all documents relating to the claimant’s claim for
benefits free of charge; and

    


    (iii)           submit
documents, records, issues and comments in writing.

    


    Any
request or submission will be in writing and will be directed to the Plan
Administrator (or its designee).  The Plan Administrator (or its
designee) will have the sole responsibility for the review of any denied claim
and will take all steps appropriate in the light of its findings.

    


    D.           Decision on
Review.  The Plan Administrator (or its designee) will render a
decision upon review not later than sixty (60) days (forty-five (45) days in the
case of a claim on account of Disability) after receipt of the request for
review.  If special circumstances (such as the need to hold a hearing
on any matter pertaining to the denied claim) warrant additional time, the
decision will be rendered as soon as possible, but not later than
one-hundred-twenty (120) days after receipt of the request for review (ninety
(90) days in the case of a claim on account of Disability).  Written
notice of any such extension will be furnished to the claimant prior to the
commencement of the extension.  This notice will indicate the special
circumstances requiring the extension and the date by which the Plan
Administrator expects to render a decision and will be provided to the claimant
prior to the expiration of the initial forty-five (45) day or sixty (60) day
period.  The Plan Administrator will consider all information
submitted by the claimant, regardless of whether the information was part of the
original claim.  The decision on review will be in writing and will
include:

    


    (i)           specific
reason or reasons for the decision;

    


    (ii)           specific
references to the pertinent Plan provisions upon which the decision is
based;

    


    (iii)           the
claimant’s ability to review and receive copies of all documents relating to the
claimant’s claim for benefits free of charge;

    


    (iv)           an
explanation of any voluntary review procedures describing the steps to be taken
by a claimant who wishes to submit his claims for review and the time limits
applicable to such procedures; and

    


    (v)           a
statement of the claimant’s right to bring a civil action under
Section 502(a) of ERISA.

    


    In the
case of a claim on account of Disability, the review of the denied claim shall
be conducted by a review official who is neither the individual who made the
benefit determination nor a subordinate of such person and no deference shall be
given to the initial benefit determination.  For issues involving
medical judgment, the review official (or, if applicable, the named fiduciary)
must consult with an independent health care professional who may not be the
health care professional who decided the initial claim.  To the extent
permitted by law, the decision of the claims official (if no review is properly
requested) or the decision of the review official on review, as the case may be,
will be final and binding on all parties.  No legal action for
benefits under this Plan will be brought unless and until the claimant has
exhausted his or her remedies under this Section 8.

    


    


    Section
9.  UNSECURED AND UNFUNDED
OBLIGATION

    


    Notwithstanding
any provision herein to the contrary, the benefits offered under the Plan shall
constitute an unfunded, unsecured promise by the Company to pay benefits
determined hereunder which are accrued by Participants while such Participants
are Executives.  No provision shall at any time be made with respect
to segregating any assets of the Company for payment of any benefits hereunder,
except to the extent that the Company, in its discretion, establishes a Trust
for such purpose.  To the extent any benefits provided under the Plan
are actually paid from a Trust, neither the Company nor any Affiliate shall have
any further obligation therefor, but to the extent not so paid, such benefits
shall remain the obligations of, and shall be paid by, the
Company.  No Participant, Beneficiary or any other person shall have
any interest in any particular assets of the Company or any Affiliate by reason
of the right to receive a benefit under the Plan and any such Participant,
Beneficiary or other person shall have only the rights of a general unsecured
creditor of the Company with respect to any rights under the
Plan.  Nothing contained in the Plan shall constitute a guaranty by
the Company, any Affiliate or any other entity or person that the assets of the
Company will be sufficient to pay any benefit hereunder.  All expenses
and fees incurred in the administration of the Plan and of any Trust shall be
paid by the Company, provided that, in the event that a Trust is established, at
the direction of the Company, such expenses and fees shall be paid from the
Trust, provided that such amounts are not paid by the Company or an
Affiliate.

    


    


    Section
10.  AMENDMENT AND TERMINATION OF
THE PLAN

    


    A.           Amendment of the
Plan.  The Company reserves the right, by a resolution of the
Board, to amend the Plan at any time, and from time to time, in any manner which
it deems desirable, provided that no amendment will adversely affect the accrued
benefits of any Participant under the Plan.

    


    B.           Termination of the
Plan.  The Company reserves the right, by a resolution of the
Board, to terminate this Plan at any time without providing any advance notice
to any Participant.  In the event the Plan is terminated, the
Participants’ Deferred Compensation Accounts shall be distributed in accordance
with Section 5 of the Plan.  Notwithstanding the foregoing, in the
event of any Plan termination, the Company (i) reserves the right to then
distribute all Grandfathered Amounts and (ii) may distribute Section 409A
Amounts in accordance with the requirements of Treasury Regulation Section
1.409A-3(j)(4)(ix).

    


    


    Section
11.  BINDING UPON
SUCCESSORS

    


    The Plan
shall be binding upon and inure to the benefit of the Company, its successors
and assigns and the Participants and their heirs, executors, administrators and
legal representatives.  In the event of the merger or consolidation of
the Company with or into any other corporation, or in the event substantially
all of the assets of the Company shall be transferred to another corporation,
the successor corporation resulting from the merger or consolidation, or the
transferee of such assets, as the case may be, shall, as a condition to the
consummation of the merger, consolidation or transfer, assume the obligations of
the Company hereunder and shall be substituted for the Company
hereunder.

    


    


    Section
12.  NO GUARANTEE OF PLAN
PERMANENCY

    


    This Plan
does not contain any guarantee of provisions for continued employment with or
service to the Company or any Affiliate to any Executive or Participant nor is
it guaranteed by the Company to be a permanent plan.

    


    


    Section
13.  GENDER

    


    Any
reference in the Plan made in the masculine pronoun shall apply to both men and
women.

    


    


    Section
14.  INCAPACITY OF
RECIPIENT

    


    In the
event that a Participant or Beneficiary is declared incompetent and a guardian,
conservator or other person legally charged with the care of his person or of
his estate is appointed, any benefits under the Plan to which such Participant
or Beneficiary is entitled shall be paid to such guardian, conservator or other
person legally charged with the care of his person or his
estate.  Except as provided hereinabove, when the Plan Administrator,
in its sole discretion, determines that a Participant or Beneficiary is unable
to manage his financial affairs, the Plan Administrator may, but shall not be
required to, direct distribution(s) to any one or more of the spouse, lineal
ascendants or descendants or other closest living relatives of such Participant
or Beneficiary who demonstrates to the satisfaction of the Plan Administrator
the propriety of making such distribution(s).  Any payment made under
this Section 14 shall be in complete discharge of any liability under the Plan
for such payment.  The Plan Administrator shall not be required to see
to the application of any such distribution made to any person.

    


    


    Section
15.  GOVERNING
LAW

    


    This Plan
shall be construed in accordance with and governed by the laws of the State of
Ohio.

    


    


    Section
16.  LOCATION OF PARTICIPANT OR
BENEFICIARY

    


    Each
Participant is obliged to keep the Plan Administrator apprised of his or her
current mailing address and that of his or her Beneficiary.  The Plan
Administrator’s obligation to search for any Participant or Beneficiary is
limited to sending a registered or certified letter to the Participant’s or
Beneficiary’s last known address.

    


    


    Section
17.  SECTION 409A OF THE
CODE

    


    A.           Compliance with Section 409A of the
Code.  It is intended that the Plan comply with Section 409A of
the Code and the Treasury Regulations promulgated thereunder, and the Plan will
be interpreted, administered and operated accordingly.  Nothing herein
shall be construed as an entitlement to or guarantee of any particular tax
treatment to a Participant, and none of the Company, any of its Affiliates, the
Board or the Plan Administrator shall have any liability with respect to any
failure to comply with the requirements of Section 409A of the
Code.

    


    B.           Payments Upon Income Inclusion Under
Section 409A of the Code.  The Company may accelerate the time
or schedule of a distribution of Section 409A Amounts to a Participant at any
time the Plan fails to meet the requirements of Section 409A of the Code and the
Treasury Regulations promulgated thereunder.  Such distribution may
not exceed the amount required to be included in income as a result of the
failure to comply with the requirements of Section 409A of the Code and the
Treasury Regulations promulgated thereunder.

    


    IN WITNESS WHEREOF, the Company has
caused this Amended and Restated Executives’ Deferred Compensation Plan to be
executed by a duly authorized officer as of the 28th day of August,
2008.

    


     

    


     

    
      	M/I HOMES,
      INC.
	 	 
	By: 	/s/ Robert H.
      Schottenstein 
	 	 
	Its: 	Chief Executive
      Officer