exhibitddcom.htm


    Exhibit
10.2

    


    M/I
HOMES, INC.

    


    AMENDED
AND RESTATED

    DIRECTOR 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 Directors, to encourage their continued
service to the Company and its Affiliates and to be able to attract and retain
superior Directors by adopting and implementing this Plan to provide such
Directors an opportunity to defer compensation otherwise payable to them from
the Company and/or its Affiliates.  In addition, the Company desires
to allow such Directors an opportunity to invest in the Common Shares of the
Company by providing that amounts deferred under this Plan will be used to
purchase such Common Shares.  The Plan was initially adopted effective
May 1, 1997 and is amended and restated in its entirety effective August 28,
2008.

    


    


    Section
2.  CERTAIN DEFINITIONS -
The following terms will have the meanings provided below.

    


    “Additions” means the credits applied
to Deferred Compensation Accounts as provided in Section 4 hereof.

    


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

    


    “Amendment to Deferral Notice” has the
meaning specified in Section 5(B) of the Plan.

    


    “Annual Retainer” means, with respect
to any calendar year or other period, the fixed retainer which, absent an
election to defer hereunder, would be payable to a Participant for services
rendered to the Board or its committees during those pay periods beginning in
the given calendar year or other period.

    


    “Beneficiary” means the person or
persons designated in writing as such and filed with the Company 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  Any such designation may be withdrawn or changed in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 Company shall be effective.

    


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

    


    “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.

    


    “Deferral Notice” has the meaning
specified in Section 4(B)(i) of the Plan.

    


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

    


    “Director” means any director of the
Company who receives compensation from the Company for his services as a
director.

    


    “Eligible Compensation” means, to the
extent applicable to any given Participant, the Annual Retainer and all Meeting
Fees.  The extent to which a given Participant may defer a given
component of Eligible Compensation shall be based upon such Participant’s
eligibility to receive the given component of Eligible Compensation (as
determined under applicable agreements and pay practices of the Company or any
applicable Affiliate) and the provisions and limitations applicable to the given
component as provided under 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 the 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.

    


               “Meeting
Fees” means, with respect to any calendar year or other period, the fees for
attendance at meetings of the Board or its committees (exclusive of expenses)
which, absent an election to defer hereunder, would be payable to a Participant
during the given calendar year or other period.

    


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

    


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

    


    “Plan Administrator” means the
Company.

    


    “Plan Year” means the calendar
year.

    


    “Restatement Effective Date” means
August 28, 2008.

    


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

    


    “Subaccount” has the meaning specified
in Section 4(A) of the Plan.

    


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

    


    “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 as of the Restatement Effective Date.  Each person
who becomes a Director after the Restatement Effective Date shall be designated
by the Company as eligible for participation in the Plan as of the date on which
he becomes a Director.  A Participant shall continue to participate in
the Plan until his status as a Participant is terminated by either (A) a
complete distribution of his Deferred Compensation Account pursuant to the terms
of the Plan or (B) written directive of the Company.  All
deferral elections in effect under the Plan for a Participant shall cease as of
the earlier of (i) the Participant’s Termination or (ii) the end of the
Plan Year during which the Participant’s status as a Participant is
terminated.  Notwithstanding the foregoing, any election to defer
Eligible Compensation in effect for a Participant shall cease as of the earlier
of (i) the Participant’s date of Termination 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.  For each Participant, the Company will
establish a Deferred Compensation Account and a separate subaccount within such
Deferred Compensation Account for the Plan Year(s) covered by each Deferral
Notice (each, a “Subaccount”).

    


    B.           Election of
Participant.

    


    
      	
               
      

            	
              i.

            	
              With
      respect to each Plan Year, a Participant may elect to have a percentage of
      his Eligible Compensation for the Plan Year allocated to the applicable
      Subaccount and paid on a deferred basis pursuant to the terms of the
      Plan.  Except as provided in Sections 4(B)(ii) and 4(B)(iii), to
      make such an election for any Plan Year, within thirty (30) days prior to
      the commencement of the Plan Year, the Participant must advise the Company
      of his election, in writing, on a form prescribed by the Company (each, a
      “Deferral Notice”).

            


    

    


    
      	
               
      

            	
              ii.

            	
              Notwithstanding
      the foregoing, with respect to the first Plan Year in which a Director is
      eligible to participate in the Plan, the Deferral Notice must be submitted
      to the Company within 30 days after the date on which the Director is
      first eligible to participate in the Plan, and shall apply to Eligible
      Compensation relating to services to be performed after such election is
      made.  For purposes of this Section 4(B)(ii), a Director is
      first eligible to participate in this Plan only if the Director is not
      eligible to participate in any other arrangement of the Company or an
      Affiliate 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.

            	
              To
      the extent that a Participant completes a Deferral Notice in accordance
      with the provisions of this Section 4(B), such Deferral Notice shall
      remain in effect for future Plan Years until changed or revoked by the
      Participant; provided, however, that on each December 31 while the
      Deferral Notice remains in effect, such election shall become irrevocable
      with respect to Eligible Compensation payable in connection with services
      to be performed in the immediately following Plan
  Year.

            


    

    


    
      	
               
      

            	
              iv.

            	
              A
      Participant who does not return a completed Deferral Notice within the
      relevant time period specified in this Section 4(B) and for whom there is
      not a Deferral Notice still in effect will be deemed to have elected not
      to defer any Eligible Compensation for the applicable Plan
      Year.

            


    

    


    C.           Company
Contributions.  Each time a Deferral Notice is timely submitted
to the Company in accordance with Section 4(B) above, during the next Plan Year
and any subsequent Plan Years for which such Deferral Notice remains in effect,
the Company will allocate to the Subaccount for such Deferral Notice the
percentage of Eligible Compensation specified in the Deferral
Notice.  Any amounts so allocated by the Company are called “Company
Contributions.”

    


    D.           Adjustment of Account
Balances.  On the date each Company Contribution is credited to
a Participant’s Subaccount, the amount credited to such Subaccount (and any
other amounts then credited to such Subaccount) shall be divided by the then
Fair Market Value of a Common Share.  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 at a future conversion date
under this Section 4(D).  Each Subaccount of each Participant shall be
credited with cash dividends on the 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 credited to the Subaccount.  On the date such cash
dividends are credited, the amount of cash dividends credited to such Subaccount
(and any other amounts then credited to such Subaccount) shall be divided by the
then Fair Market Value of a Common Share.  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 Additions.

    


    E.           Stock
Adjustments.  The number of Common Shares in each Subaccount
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
payments in accordance with the provisions of Section 5 of the
Plan.

    


    


    Section
5.  PAYMENT OF DEFERRED
BENEFITS

    


    A.           Time of
Payment.  Distribution of each Subaccount of a Participant
shall be made on or after the 50th day,
but in no event later than the 60th day,
after the earlier of (i) the date specified by the Participant in the applicable
Deferral Notice or Amendment to Deferral Notice or (ii) the date of the
Participant’s Termination.

    


    B.           Changes to Payment
Election.  With respect to Section 409A Amounts, a Participant
will be permitted to change the date specified by the Participant for
distribution of his or her Subaccount with respect to any Deferral Notice by
delivering an “Amendment to Deferral Notice” to the Plan Administrator; provided
that:

    


    
      	
               
      

            	
              i.

            	
              On
      or before December 31, 2008, (a) such change may not apply to any
      amount otherwise payable in 2008 and (b) 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 only as provided in Section
    5(B)(ii).

            


    

    


    
      	
               
      

            	
              ii.

            	
              After
      December 31, 2008, (a) such change may not take effect until at least 12
      months after the date on which such change is made; (b) the payment
      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 paid; and (c) any
      change related to a payment at a specified time may not be made less than
      12 months before the date the payment is scheduled to be
      paid.  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).

            


    

    


    C.           Method of
Distribution.  Each Subaccount of a Participant shall be
distributed to the Participant in whole Common Shares in a single lump sum
payment.  Any cash amounts that have been credited to a Subaccount and
are not converted to Common Shares prior to distribution shall be settled in
cash.

    


    D.           Unforeseeable
Emergency.

    


    
      	
               
      

            	
              i.

            	
              Grandfathered
      Amounts.  Prior to the time a Participant’s Deferred
      Compensation Account becomes payable, the Plan Administrator, in its sole
      discretion, may elect to distribute all or a portion of the Grandfathered
      Amounts in such account 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
      such emergency and shall be made by distributing the appropriate number of
      Common Shares.

            


    

    


    
      	
               
      

            	
              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 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.           Distribution Upon
Death.  Upon the death of a Participant prior to the
distribution of any of the Participant’s Subaccounts, such Subaccounts 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 of the Participant’s Subaccounts shall be made to the
Participant’s estate.

    


    


    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 himself to be entitled, a formal claim
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 delegate pertaining to claims procedures.

    


    B.           Notification to
Claimant.  If a claim request is wholly or partially denied,
the Plan Administrator will furnish to the claimant a notice of the decision
within ninety (90) days 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
      reference 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
      limits applicable to such procedures;
and

            


    

    


    
      	
               
      

            	
              (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.

            


    

    


    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 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 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.  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 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 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.

            


    

    


    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 Directors.  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 service on the Board to any Director 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 the Company to make 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.  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 Director
Deferred Compensation Plan to be executed by a duly authorized officer effective
as of August 28, 2008.

    


    


     

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