Exhibit 10.4




Exhibit
10.4




THIRD
AMENDMENT

TO
THE

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




(As
Restated Effective as of January 1, 1997)







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




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




WHEREAS, the
Plan has been amended and restated effective as of January 1, 1997, and further
amended by the First Amendment to the Plan to conform the Plan to the laws known
as EGTRRA, the Second Amendment to the Plan, and an numbered amendment to
conform the Plan to the final regulations under Section 401(a)(9) of the
Internal Revenue Code of 1986, as amended (“Code”); and 




WHEREAS, the
Sponsor desires to amended the Plan in order to comply with the regulations
under the automatic rollover safe harbor provisions of Code Section
401(a)(31)(A) and applicable regulations thereunder;




NOW
THEREFORE, effective
on and after March 28, 2005, the Plan shall be amended by deleting Section 11.04
in its entirety, and replacing it with the following:







11.04 Consent
and Cash-Out Requirements




If a
Participant is eligible to receive a distribution pursuant to Section 6, 7, 8 or
9.01 and the value of his vested Account does not exceed $1,000, the Participant
(or Beneficiary in the case of the Participant’s death) will receive a
distribution of his vested Account in the form of a lump sum as soon as
administratively feasible following the date he is first eligible to receive a
distribution from the Plan. 




If a
Participant is eligible to receive a distribution pursuant to Section 6, 7, 8 or
9.01, or is otherwise eligible to receive a distribution from his Account, and
the value of his vested Account exceeds $1,000, the Participant must consent to
the receipt of a distribution made from the Plan if distributed prior to the
later of the date the Participant attains his Normal Retirement Age or age 62,
except that the consent of the Participant is not required prior to the
commencement of a distribu-tion pursuant to Code Section 401(a)(9) or
415. 




A
Participant’s election to receive a distribution from the Plan prior to his
attainment of the later of age 62 or his Normal Retirement Age will not be valid
unless (a) the Participant has received a general description of the
material features and the relative values of the forms of benefits (hereinafter
referred to as “description”) under the Plan; and (b) the Participant has
been informed that he has the right to postpone a distribution from the Plan
until the later of age 62 or his Normal Retirement Age. The Participant will be
provided with such description not less than 30 days and not more than 90 days
prior to the date his benefits are scheduled to commence, provided that a
distribution may be made to the Participant prior to such 30-day period,
provided the Participant has been informed that he has a right to a period of at
least 30 days after receiving the description to consider the decision of
whether to elect a distribution from the Plan and the Participant, after
receiving such information, affirmatively elects a distribution prior to such
30-day period. 




IN
WITNESS WHEREOF, the
Sponsor has caused this Amendment to be executed by its duly authorized
officer.






M/I
Homes, Inc.








	
      Date:
	 
	 	 
	 	 
	
      By:
	 
	 	 
	 	 
	
      Name:
      
	 
	 	 
	 	 
	
      Title: