exhibitdeq.htm


    Exhibit
10.3

     

    M/I
HOMES, INC.

     

    AMENDED
AND RESTATED

     

    2006
DIRECTOR EQUITY INCENTIVE PLAN

     

    1.00           PURPOSE
AND EFFECTIVE DATE

     

    
      	
              1.01

            	
              Purpose.  This
      Plan is intended to foster and promote the long-term financial success of
      the Company and to increase shareholder value by [1] providing Directors
      an opportunity to acquire an ownership interest in the Company and [2] enabling the Company
      to attract and retain the services of outstanding Directors upon whose
      judgment, interest and special efforts the successful conduct of the
      Company’s business is dependent.

            


    

    


    
      	
              1.02

            	
              Effective
      Date.  The Plan was originally adopted effective April
      27, 2006 (the
      “Original Effective Date”) and is amended and restated in its entirety
      effective as of August 28, 2008.  Subject to Section 11.00, the
      Plan will continue until the tenth anniversary of the Original Effective
      Date.

            


    

    


    2.00           DEFINITIONS

     

    When used
in this Plan, the following words, terms and phrases have the meanings given to
them in this section unless another meaning is expressly provided elsewhere in
this document or clearly required by the context.  When applying these
definitions and any other word, term or phrase used in this Plan, the form of
any word, term or phrase will include any and all of its other
forms.

     

    Act.  The Securities
Exchange Act of 1934, as amended.  References to any provision of the
Act or rule thereunder shall include any successor provisions and
rules.

     

    Annual Meeting.  The
annual meeting of the Company’s shareholders.

     

    Award.  Any Option,
Restricted Stock, Whole-Share and Stock Unit granted under the
Plan.

     

    Award
Agreement.  The written or electronic agreement between the
Company and each Participant that describes the terms and conditions of each
Award and the manner in which it will or may be settled if earned.  If
there is a conflict between the terms of this Plan and the terms of the Award
Agreement, the terms of this Plan will govern.

     

    Beneficiary.  The
person a Participant designates to receive (or to exercise) any Plan benefit (or
right) that is unpaid (or unexercised) when the Participant dies.  A
Beneficiary may be designated only by following the procedures described in
Section 12.03; neither the Company nor the Committee is required to infer a
Beneficiary from any other source.

     

    Board.  The
Company’s board of directors.

     

    Change in
Control.  The occurrence of any one of the following actions or
events:

     

    [1]           The
acquisition by any person (as defined under Code §409A), or more than one person
acting as a group (as defined under Code §409A), of stock of the Company that,
together with stock of the Company held by such person or group, constitutes
more than 50% of the total fair market value or total voting power of the stock
of the Company;

     

    [2]           The
acquisition by any person, or more than one person acting as a group, within any
12-month period, of stock of the Company possessing 30% or more of the total
voting power of the stock of the Company;

     

    [3]           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 before the date of the appointment or election;
or

     

    [4]           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% of the total gross fair market value of all of
the assets of the Company immediately prior to such acquisition or
acquisitions.

     

    This
definition of Change in Control shall be interpreted in a manner that is
consistent with the definition of “change in control event” under Code §409A and
the Treasury Regulations promulgated thereunder.

     

    Code.  The Internal
Revenue Code of 1986, as amended or superseded and any applicable rulings or
regulations issued under the Code.

     

    Committee.  The
Board’s Compensation Committee which will be comprised of at least three persons
each of whom is a “non-employee” director within the meaning of Rule 16b-3 under
the Act.

     

    Company.  M/I Homes,
Inc., an Ohio corporation, and any and all successors to it.

     

    Director.  A person
who, on an applicable Grant Date [1] is an elected member of
the Board (or has been appointed to the Board to fill an unexpired term and will
continue to serve at the expiration of that term only if elected by the
shareholders) and [2] is
not an Employee.  For purposes of applying this definition, a
Director’s status will be determined as of the Grant Date applicable to each
affected Award.

     

    Disabled.  A
Participant shall be considered disabled if:

    


    [1] The Participant is unable
to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment that can be expected to result in
death or can be expected to last for a continuous period of not less than 12
months;

    


    [2]  The Participant
is, by reason of any medically determinable physical or mental impairment that
can be expected to result in death or can be expected to last for a continuous
period of not less than 12 months, receiving income replacement benefits for a
period of not less than three months under an accident and health plan covering
employees of the Company; or

    


    [3] The Participant is
determined to be totally disabled by the Social Security Administration or the
Railroad Retirement Board.

    


    Employee.  Any
person who, on any applicable date, is a common law employee of the Company or
any Related Entity.  A worker who is classified as other than a common
law employee but who is subsequently reclassified as a common law employee of
the Company or a Related Entity for any reason and on any basis will be treated
as a common law employee only from the date that reclassification occurs and
will not retroactively be reclassified as an Employee for any purpose of this
Plan.

     

    Exercise Price.  The
amount, if any, a Participant must pay to exercise an Award.

     

    Fair Market
Value.  The value of one share of Stock on any relevant date,
determined under the following rules:

     

    
      	
               
      

            	
              [1]

            	
              If
      the Stock is traded on an exchange, the reported “closing price” on the
      relevant date if it is a trading day, otherwise on the next trading
      day;

            


    

     

    
      	
               
      

            	
              [2]

            	
              If
      the Stock is traded over-the-counter with no reported closing price, the
      mean between the lowest bid and the highest asked prices on that quotation
      system on the relevant date if it is a trading day, otherwise on the next
      trading day; or

            


    

     

    
      	
               
      

            	
              [3]

            	
              If
      neither [1] nor [2] applies, [a] with respect to Options and any Award
      that is subject to Code §409A, the value as determined by the Committee
      through the reasonable application of a reasonable valuation method,
      taking into account all information material to the value of the Company,
      within the meaning of Code §409A and the Treasury Regulations promulgated
      thereunder, and [b] with respect to all other Awards, the fair market
      value as determined by the Committee in good
  faith.

            


    

     

    Full-Value
Award.  Restricted Stock, Whole-Share and Stock Unit Awards
that, by the terms of the Award Agreement through which they are issued, are to
be settled in shares of Stock.

     

    Grant Date.  The
date an Award is granted.

     

    Option.  The right
granted under Section 6.00 to a Participant to purchase a share of Stock at a
stated price for a specified period of time.

     

    Participant.  Any
Director to whom an Award has been granted and which is still
outstanding.

     

    Plan.  The M/I
Homes, Inc. Amended and Restated 2006 Director Equity Incentive
Plan.

     

    Plan Year.  The
Company’s fiscal year.

     

    Related Entity.  All
persons with whom the Company would be considered a single employer under Code
§414(b) and (c) but modified as permitted by the Treasury Regulation
§1.409A-1(b)(5)(iii)(E)(1).

     

    Restricted Stock.  A
share of Stock issued to a Participant contingent upon satisfaction of
conditions described in Section 8.00.

     

    Restriction
Period.  The period over which the Committee will determine if
a Participant has met conditions placed on Restricted Stock.

     

    Separation from
Service.  A “separation from service” with the Company and all
Related Entities within the meaning of Treasury Regulation
§1.409A-1(h).

     

    Stock.  The common
shares, $.01 par value, issued by the Company or any security issued by the
Company in substitution, exchange or in place of these shares.

     

    Stock Unit.  A right
to receive payment of a share of Stock as provided in Section 9.00.

     

    Whole-Share.  A
share of Stock issued under Section 7.00.

     

    3.00           PARTICIPATION

     

    3.01           Awards
to Directors.

     

    [1]                 Consistent
with the terms of the Plan and subject to Section 3.02, the Committee will [a] decide which Directors
will be granted Awards and [b] specify the type of Award
to be granted to Directors and the terms upon which those Awards will be granted
and may be earned.

     

    [2]                 The
Committee may establish different terms and conditions [a] for each type of Award
granted to a Director, [b] for each Director
receiving the same type of Award and [c] for the same Director for
each Award the Director receives, whether or not those Awards are granted at
different times.

     

    3.02           Conditions of
Participation.  By accepting an Award, each Director
agrees:

     

    
      	
               
      

            	
              [1] To be bound by the
      terms of the Award Agreement and the Plan and to comply with all
      administrative rules and regulations imposed by the Committee;
      and

            


    

     

    
      	
               
      

            	
              [2]

            	
              That
      the Board may amend the Plan and the Committee may amend the Award
      Agreements without any additional consideration to the extent necessary to
      avoid penalties arising under Code §409A, even if those amendments
      adversely affect rights granted under the Plan or Award Agreement (or
      both) before those amendments.

            


    

     

    4.00           ADMINISTRATION

     

    
      	
              4.01

            	
              Duties.  The
      Committee is responsible for administering the Plan and has all powers
      appropriate and necessary to that purpose.  Consistent with the
      Plan’s objectives, the Committee may adopt, amend and rescind rules and
      regulations relating to the Plan and has complete discretion to make all
      other decisions necessary or advisable for the administration and
      interpretation of the Plan.  Any action by the Committee will be
      final, binding and conclusive for all purposes and upon all
      persons.

            


    

     

    
      	
              4.02

            	
              Delegation of
      Duties.  In its sole discretion, the Committee may
      delegate any ministerial duties associated with the Plan to any person
      (including Employees) that it deems
appropriate.

            


    

     

    
      	
              4.03

            	
              Award
      Agreement.  As soon as reasonably practicable after the
      Grant Date, the Committee will prepare and deliver an Award Agreement to
      each affected Participant.  The Award Agreement will describe
      the terms of the Award, including [1] the type of Award
      and when and how it may be exercised or earned, [2] any Exercise
      Price associated with that Award, [3] how the Award will
      or may be settled, and [4] any other applicable
      terms and conditions affecting the
Award.

            


    

     

    
      	
              4.04

            	
              Restriction on
      Repricing.  Regardless of any other provision of this
      Plan, none of the Board, the Company or the Committee may “reprice” (as
      defined under rules issued by the exchange on which the Stock is then
      traded or, if the Stock is not then traded on an exchange, as defined
      under rules issued by the New York Stock Exchange) any Award without the
      prior approval of the shareholders.

            


    

     

    5.00           LIMITS
ON STOCK SUBJECT TO AWARDS

     

    
      	
              5.01

            	
              Number of Authorized Shares of
      Stock.  Subject to Section 5.03, the number of shares of
      Stock issued under the terms of this Plan may not exceed
      200,000.  The shares of Stock to be delivered under the Plan may
      consist, in whole or in part, of shares of treasury Stock or authorized
      but unissued shares of Stock not reserved for any other
      purpose.

            


    

     

    5.02           Share
Accounting.  As appropriate, the limit imposed under Section
5.01:

     

    
      	
               
      

            	
              [1]

            	
              Will
      be conditionally reduced by the number of shares of Stock subject to any
      outstanding Award; and

            


    

     

    
      	
               
      

            	
              [2]

            	
              Will
      be absolutely reduced by [a] the number of shares
      of Stock issued pursuant to the exercise of an Option and [b] the number of shares
      of Stock issued because the terms of a Full-Value Award Agreement have
      been met; but

            


    

     

    
      	
               
      

            	
              [3]

            	
              Will
      be increased by the number of shares of Stock subject to any Award that,
      for any reason, is forfeited, cancelled, terminated, relinquished,
      exchanged or otherwise settled without the issuance of shares of
      Stock.

            


    

     

    
      	
              5.03

            	
              Adjustment in
      Capitalization.  If, after the Original Effective Date,
      there is a Stock dividend or Stock split, recapitalization (including
      payment of an extraordinary dividend), merger, consolidation, combination,
      spin-off, distribution of assets to shareholders, exchange of shares or
      other similar corporate change affecting the Stock, the Committee will
      appropriately adjust [1] the aggregate number
      of shares of Stock available for Awards under Section 5.01 or subject to
      outstanding Awards (as well as any share-based limits imposed under this
      Plan), [2] the
      respective Exercise Price applicable to outstanding Awards and [3] any other terms,
      conditions or restrictions affecting any outstanding
      Awards.  Notwithstanding the foregoing, any adjustment to an
      Option pursuant to this Section 5.03 shall be made in accordance with the
      requirements of Code §409A, to the extent
  applicable.

            


    

     

    6.00           OPTIONS

     

    
      	
              6.01

            	
              Grant of
      Options.  Subject to the terms, restrictions and
      conditions specified in the Plan and the associated Award Agreement, the
      Committee may grant Options to Directors at any time during the term of
      this Plan.

            


    

     

    
      	
              6.02

            	
              Exercise
      Price.  Each Option will bear an Exercise Price at least
      equal to Fair Market Value on the Grant
Date.

            


    

     

    
      	
              6.03

            	
              Exercise of
      Options.  Options will be exercisable at the time (or
      times) specified in the Award Agreement; provided, that no Option will be
      exercisable more than ten years after it is
  granted.

            


    

     

    
      	
              6.04

            	
              Exercise Procedures and Payment
      for Options.  The Exercise Price associated with each
      Option must be paid under procedures described in the Award
      Agreement.  These procedures may include payment in cash (or a
      cash equivalent), a cashless exercise (including by withholding shares of
      Stock deliverable upon exercise and through a broker assisted arrangement
      to the extent permitted by applicable law) and allowing a Participant to
      tender shares of Stock he or she already has owned for at least six months
      before the exercise date, either by actual delivery of the previously
      owned shares of Stock or by attestation, valued at their Fair Market Value
      on the exercise date, as partial or full payment of the Exercise Price or
      any combination of those procedures.  A Participant may exercise
      an Option only by sending to the Committee (or its designee) a completed
      exercise notice (in the form prescribed by the Committee) along with
      payment (or designation of an approved payment procedure) of the Exercise
      Price.  As soon as reasonably practicable after those steps are
      taken, the Committee will cause the appropriate share certificates to be
      issued.

            


    

     

    6.05           Rights
Associated With Options.

     

    
      	
               
      

            	
              [l]

            	
              A
      Participant to whom an unexercised Option has been granted will have no
      voting or dividend rights with respect to the shares of Stock underlying
      that unexercised Option and the Option will be transferable only to the
      extent provided in Section 12.02.

            


    

     

    
      	
               
      

            	
              [2]

            	
              Unless
      otherwise specified in the Award Agreement or provided in the Plan, shares
      of Stock acquired through the exercise of an Option [a] will bear all
      dividend and voting rights associated with the Stock and [b] will be
      transferable, subject to applicable federal securities laws, the
      requirements of any exchange, market or other quotation system on or
      through which shares of Stock are then traded or any blue sky or state
      securities laws.

            


    

     

    7.00           WHOLE-SHARES

     

    
      	
              7.01

            	
              Grant of
      Whole-Shares.  Subject to the terms, restrictions and
      conditions specified in the Plan and the associated Award Agreement, the
      Committee may grant Whole-Shares to Directors at any time during the term
      of this Plan.

            


    

     

    
      	
              7.02

            	
              Limits on
      Awards.  Subject to adjustment under Section 5.03, the
      grant of Whole-Share Awards under this Plan will not exceed five percent
      (5%) of the number of shares of Stock authorized under Section
      5.01.

            


    

     

    
      


    

    8.00           RESTRICTED
STOCK

     

    
      	
              8.01

            	
              Grant of Restricted
      Stock.  Subject to the terms, restrictions and conditions
      specified in the Plan and the associated Award Agreement, the Committee
      may grant shares of Restricted Stock to Directors at any time during the
      term of this Plan.

            


    

     

    
      	
              8.02

            	
              Earning Restricted
      Stock.  Subject to the terms, restrictions and conditions
      specified in the Plan and the associated Award
  Agreement:

            


    

     

    
      	
               
      

            	
              [1]

            	
              Terms,
      restrictions and conditions imposed on shares of Restricted Stock granted
      to Directors will lapse as described in the Award Agreement; provided,
      however, that notwithstanding anything to the contrary in the Plan or the
      Award Agreement, no terms, restrictions or conditions imposed on such
      shares of Restricted Stock will lapse sooner than three years after the
      Grant Date.

            


    

     

    
      	
               
      

            	
              [2]

            	
              During
      the Restriction Period, the certificates evidencing the shares of
      Restricted Stock will be held by the Company as escrow
      agent.  After the end of the Restriction Period, the shares of
      Restricted Stock will be:

            


    

     

    
      	
               
      

            	
              [a]

            	
              Forfeited,
      if all terms, restrictions and conditions described in the Award Agreement
      have not been met; or

            


    

     

    
      	
               
      

            	
              [b]

            	
              Released
      from escrow and distributed to the Participant as soon as reasonably
      practicable after the last day of the Restriction Period, if all terms,
      restrictions and conditions specified in the Award Agreement have been
      met.

            


    

     

    
      	
               
      

            	
              [3] Any Restricted Stock
      Award relating to a fractional share of Stock will be rounded to the next
      whole share when settled.

            


    

     

    
      	
              8.03

            	
              Rights Associated With
      Restricted Stock.  During the Restriction Period and
      unless the associated Award Agreement specifies
  otherwise:

            


    

     

    
      	
               
      

            	
              [1]

            	
              Shares
      of Restricted Stock may not be sold, transferred, pledged, assigned or
      otherwise alienated or hypothecated;
but

            


    

     

    [2]                 Each
Participant to whom shares of Restricted Stock have been issued:

     

    [a]                 May
exercise full voting rights associated with those shares of Restricted Stock;
and

     

    
      	
               
      

            	
              [b]

            	
              Will
      be entitled to receive all dividends and other distributions paid during
      the Restriction Period with respect to the shares of Restricted Stock;
      provided, however, that if any dividends or other distributions are paid
      in shares of Stock, those shares will be subject to the same terms,
      restrictions and conditions, including without limitation, the
      transferability and forfeitability, as the shares of Restricted Stock with
      respect to which they were issued.

            


    

     

    9.00           STOCK
UNITS

     

    
      	
              9.01

            	
              Granting Stock
      Units.  Subject to the terms, restrictions and conditions
      specified in the Plan and the associated Award Agreement, the Committee
      may grant Stock Units to Directors at any time during the term of this
      Plan.

            


    

     

    9.02           Settling Stock
Units.

     

    
      	
               
      

            	
              [1]

            	
              All
      Stock Units will be settled as of the date of the Director's Separation
      from Service.

            


    

     

    
      	
               
      

            	
              [2]

            	
              All
      Stock Units to be settled under Section 9.02[1] will be settled in shares
      of Stock.  The number of shares of Stock distributed will equal
      the whole number of Stock Units to be settled in shares of Stock, with the
      Fair Market Value of any fractional share of Stock distributed in
      cash.

            


    

     

    
      	
               
      

            	
              [3]

            	
              If
      a Participant dies before his or her Stock Units have been settled, those
      Stock Units that have not been settled will be settled in shares of Stock
      and paid to the Participant’s Beneficiary in the manner described in
      Section 9.02[2].

            


    

     

    
      	
              9.03

            	
              Dividends.  Any
      dividends and other distributions paid after the Grant Date of Stock Units
      with respect to shares of Stock will accrue and be added to the
      Participant’s Stock Units.  Such dividends and other
      distributions will be settled under the provisions of Section
      9.02.

            


    

     

    10.00           TERMINATION/BUY
OUT

     

    10.01           Death or
Disability.  Unless specified otherwise in the Award Agreement
or this Plan:

     

    
      	
               
      

            	
              [1]

            	
              All
      Options then held by a Participant who dies or becomes Disabled (whether
      or not then exercisable) will be fully exercisable when the Participant
      dies or becomes Disabled and may be exercised at any time before the
      earlier of [a] the
      expiration date specified in the Award Agreement or [b] five years after the
      date of death or Disability.

            


    

     

    
      	
               
      

            	
              [2]

            	
              All
      restrictions applicable to Restricted Stock and Stock Units granted to a
      Participant will lapse when the Participant dies or becomes
      Disabled.

            


    

     

    
      	
               
      

            	
              [3]

            	
              All
      restrictions applicable to Whole-Share Awards will lapse when the
      Participant dies or becomes
Disabled.

            


    

     

    
      	
              10.02

            	
              Termination for any Other
      Reason.  Unless specified otherwise in the Award
      Agreement or this Plan (including Sections 9.02 and 12.01), any Awards
      that are outstanding when a Participant terminates his or her service on
      the Board for any reason not described in Section 10.01 will be
      forfeited.

            


    

     

    
      	
              10.03

            	
              Buy Out of
      Awards.  At any time, the Board, in its sole discretion
      and without the consent of the  Participant, may cancel any or
      all outstanding Awards, other than an Award that is subject to Code §409A,
      held by that Participant by providing to that Participant written notice
      (“Buy Out Notice”) of its intention to exercise the rights reserved in
      this section.  If a Buy Out Notice is given, the Company also
      will pay to each affected Participant, [1] in the case of an
      Option that is cancelled, the difference between [a] the Fair Market
      Value of the Stock underlying the exercisable portion of the Option on the
      date of the Buy Out Notice and [b] the Exercise Price
      associated with such portion of the Option and [2] in the case of any
      Award that is cancelled other than an Option or an Award that is subject
      to Code §409A, the Fair Market Value of the Stock subject to the
      Award.  However, unless otherwise specified in the Award
      Agreement, no payment will be made with respect to any Awards that are not
      exercisable when cancelled under this section.  The Company will
      complete any buy out made under this section as soon as reasonably
      practicable, but no later than 60 days after the date of the Buy Out
      Notice.  Payment of the buy out amount will be made in whole
      shares of Stock.  The number of whole shares of Stock included
      in the buy out amount will be determined by dividing the amount of the
      payment to be made in shares of Stock by the Fair Market Value as of the
      date of the Buy Out Notice. In the event that
      the calculation described in the preceding sentence results in a
      fractional share of Stock, the buy out amount will be rounded down to the
      next whole share when settled.

            


    

     

    11.00           AMENDMENT,
MODIFICATION AND TERMINATION OF PLAN

     

    The Board
may terminate, suspend or amend the Plan at any time without shareholder
approval except to the extent that [1] the amendment materially
increases the benefits accruing to Participants under the Plan, [2] the amendment materially
increases the aggregate number of shares of Stock that may be issued under the
Plan (excluding an increase in the number of shares of Stock that may be issued
under the Plan as a result of Section 5.03), [3] the amendment materially
modifies the requirements as to eligibility for participation in the Plan, or
[4] shareholder
approval is required to satisfy applicable requirements imposed by [a] Rule 16b-3 under the Act,
or any successor rule or regulation, [b] applicable requirements of
the Code or [c] any
exchange, market or other quotation system on or through which the Company’s
securities are then traded.  Also, no Plan amendment may [5] cause the Plan to fail to
meet requirements imposed by Rule 16b-3 or [6] without the consent of the
affected Participant (and except as specifically provided otherwise in this Plan
or the Award Agreement), adversely affect any Award granted before the
termination, suspension or amendment.  However, nothing in this
section will restrict the Board’s right to amend the Plan and the Committee’s
right to amend any Award Agreements without any additional consideration to
affected Participants to the extent necessary to avoid penalties arising under
Code §409A, even if those amendments adversely affect rights granted under the
Plan or Award Agreement (or both) before those amendments.

     

    12.00           MISCELLANEOUS

     

    
      	
              12.01

            	
              Change in
      Control.  Upon a Change in Control, all of a
      Participant’s Awards will be fully exercisable and all restrictions will
      lapse.

            


    

     

    
      	
              12.02

            	
              Assignability.  Except
      as described in this section or as provided in Section 12.03, an Award may
      not be transferred except by will or the laws of descent and distribution
      and, during the Participant’s lifetime, may be exercised only by the
      Participant or the Participant’s guardian or legal
      representative.  However, with the permission of the Committee,
      a Participant may transfer Awards to a revocable inter vivos trust of
      which the Participant is the settlor, or may transfer Awards to any member
      of the Participant’s immediate family, any trust, whether revocable or
      irrevocable, established solely for the benefit of the Participant’s
      immediate family, any partnership or limited liability company whose only
      partners or members are members of the Participant’s immediate family or
      an organization described in Code §501(c)(3) (“Permissible
      Transferees”).  Any Award transferred to a Permissible
      Transferee will continue to be subject to all of the terms and conditions
      that applied to the Award before the transfer and to any other rules
      prescribed by the Committee.  A Permissible Transferee may not
      retransfer an Award except by will or the laws of descent and distribution
      and then only to another Permissible
Transferee.

            


    

     

    
      	
              12.03

            	
              Beneficiary
      Designation.  Subject to the terms, restrictions and
      conditions specified in the Plan and the associated Award Agreement, each
      Participant may name a Beneficiary or Beneficiaries (who may be named
      contingently or successively) to receive or to exercise any Award that is
      unpaid or unexercised at the Participant’s death.  Unless
      otherwise provided in the Beneficiary designation, each designation made
      will revoke all prior designations made by the same Participant, must be
      made on a form prescribed by the Committee and will be effective only when
      filed in writing with the Committee.  If a Participant has not
      made an effective Beneficiary designation, the deceased Participant’s
      Beneficiary will be his or her surviving spouse or, if none, the deceased
      Participant’s estate.  The identity of a Participant’s
      designated Beneficiary will be based only on the information included in
      the latest Beneficiary designation form completed by the Participant and
      will not be inferred from any other
evidence.

            


    

     

    
      	
              12.04

            	
              No Guarantee of Continuing
      Services.  Except as specifically provided elsewhere in
      the Plan, nothing in the Plan may be construed
  as:

            


    

     

    
      	
               
      

            	
              [1]

            	
              Conferring
      on any Participant any right to continue as a director of the Company or
      any Related Entity;

            


    

     

    [2]                 Guaranteeing
that any Director will be selected to be a Participant; or

     

    [3]                 Guaranteeing
that any Participant will receive any Awards.

     

    
      	
              12.05

            	
              No Limitation on
      Compensation.  Nothing in the Plan is to be construed to
      limit the right of the Company to establish other plans or to pay
      compensation to its Directors, in cash or property, in a manner not
      expressly authorized under the
Plan.

            


    

     

    
      	
              12.06

            	
              Requirements of
      Law.  The grant of Awards and the issuance of shares of
      Stock will be subject to all applicable laws, rules and regulations and to
      all required approvals of any governmental agencies or exchange, market or
      other quotation system on or through which the Company’s securities are
      then traded.  Also, no shares of Stock will be issued under the
      Plan unless the Company is satisfied that the issuance of those shares of
      Stock will comply with applicable federal and state securities
      laws.  Certificates for shares of Stock delivered under the Plan
      may be subject to any stock transfer orders and other restrictions that
      the Committee believes to be advisable under the rules, regulations and
      other requirements of the Securities and Exchange Commission, any
      exchange, market or other quotation system on or through which the
      Company’s securities are then traded, or any other applicable federal or
      state securities law.  The Committee may cause a legend or
      legends to be placed on any certificates issued under the Plan to make
      appropriate reference to restrictions within the scope of this
      section.

            


    

     

    
      	
              12.07

            	
              Governing
      Law.  The Plan, and all agreements hereunder, will be
      construed in accordance with and governed by the laws (other than laws
      governing conflicts of laws) of the State of
  Ohio.

            


    

     

    
      	
              12.08

            	
              Code
      §409A.  It is intended that the Awards granted under the
      Plan be exempt from or comply with Code §409A and the Treasury Regulations
      promulgated thereunder (and any subsequent notices or guidance issued by
      the Internal Revenue Service), and the Plan shall be interpreted,
      administered and operated accordingly.  Nothing herein shall be
      construed as an entitlement to or guarantee of any particular tax
      treatment to any Participant.

            


    

     

     

    


     

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