<PAGE>   1
                                                                   Exhibit 10.33

                          M/I SCHOTTENSTEIN HOMES, INC.

                     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 Affiliate. 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 and is amended and
restated in its entirety as provided in this document effective on the date that
it is adopted by the Company.


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.

         "Adjustment Date" means the last business day of each quarter of each
Plan Year during which the Plan is in effect. However, solely for purposes of
crediting dividends, this term means the last business day of the calendar month
during which the dividend is paid.

         "Affiliate" means any organization or entity which, together with the
Company, is a member of a controlled group of corporations or of a commonly
controlled group of trades or businesses [as defined in Sections 414(b) and (c)
of the Code], or of an affiliated service group [as defined in Code Section
414(m)] or other organization described in Code Section 414(o).

         "Annual Cash Bonus" means, with respect to any calendar year or other
period, the bonus 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.



<PAGE>   2

         "Board" means the Board of Directors of the Company.

         "Change of Control" means (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 of directors of the Company by a majority of the
Current Board or their successors so elected, recommended or endorsed to
constitute a majority of 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 Schottenstein Homes, Inc., an Ohio corporation, its
subsidiaries, 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.

         "Effective Date" means November 1, 1998.

         "Executive" means those select management or highly compensated
employees whom the Board designates as eligible to participate in this Plan. As
of the Effective Date, these include those persons who are employed as the
Company's Chief Executive Officer; President; Chief Operating Officer; Senior
Vice President, Chief Financial Officer; Senior Vice President, Treasurer;
President Land Operations, General Counsel; Region Presidents, President,
Columbus Land; Vice President, Research and Design; Vice President, Research and
Design, Florida; Vice President, Marketing; Division Presidents; and the
President of M/I Financial.


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         "Executive Stock Bonus Plan" means the separate incentive compensation
program extended by the Company to select members of its management from time to
time.

         "Fair Market Value" of the Common Shares means the most recent closing
price of the Common Shares on any national securities exchange on which the
Common Shares are then listed.

         "Mandatory Deferral" means the mandatory amount credited to each
Participant's Deferred Compensation Account with respect to any Plan Year,
pursuant to the terms of Section 4(B) of the Plan.

         "Participant" has the meaning specified in Section 3 of the Plan.

         "Plan" means the M/I Schottenstein Homes, Inc. Executives' 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 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 the Participant's voluntary termination of
employment with the Company after completing not less than ten years of
employment. Whether an Executive's termination was voluntary shall be as
determined by the Plan Administrator, in the Plan Administrator's sole and
absolute discretion.

         "Termination Date" means the date of a Participant's termination of
employment with the Company for any reason other than Retirement or Disability.

         "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.


SECTION 3.  PARTICIPANTS
            ------------

Each person who is an Executive on the Effective Date shall be designated by the
Plan Administrator as eligible for participation in the Plan on the Effective
Date. Each individual who becomes an Executive after the 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.
An Executive so designated shall immediately become a "Participant" in the Plan.
A Participant shall continue to participate in the Plan until his status as a
Participant is



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terminated by a complete distribution of his Deferred Compensation Account
pursuant to the terms of the Plan, by written directive of the Plan
Administrator or if he or she is no longer an Executive.


SECTION 4.  DEFERRED COMPENSATION ACCOUNTS
            ------------------------------

         A. ESTABLISHMENT OF DEFERRED COMPENSATION ACCOUNTS. The Plan
Administrator will establish a Deferred Compensation Account for each
Participant. The Plan Administrator will establish a subaccount for each
participant for each Plan Year.

         B. PARTICIPANT DEFERRALS. With respect to each Plan Year and subject to
the requirements and limits described in Section 4.H below, (i) five percent of
each Participant's Annual Cash Bonus will be credited to his or her Deferred
Compensation Account as a Mandatory Deferral and (ii) a Participant may elect to
have an additional portion of his or her Annual Cash Bonus credited to this
account as a Discretionary Deferral. Before June 30 of each Plan Year, each
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
number of Common Shares owned by such Participant (determined in accordance with
Section 4(H) below), (b) the amount of any Discretionary Deferral, and (c) the
date the Participant elects to receive distribution of the Mandatory Deferral
and the Discretionary Deferral for that Plan Year; provided, however, subject to
Section 5(D) of the Plan, the earliest date the Participant may elect to receive
distribution of the Mandatory Deferral and the Discretionary Deferral for any
Plan Year shall be the date which is three years after the end of that Plan
Year. Notwithstanding the preceding sentence, for Plan Year 1998, a Participant
may complete a Deferral Notice at any time prior to December 1, 1998. In the
event a Participant fails to deliver a Deferral Notice, (1) the Mandatory
Deferral shall be made (unless not required under the limits described in
Section 4(H) below), (2) no Discretionary Deferral shall be made, (3) 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 (4) the Participant shall be deemed to have elected
to receive distribution upon a change in control under the terms of Section 5(D)
of the Plan. Each Deferral Notice shall apply only to Annual Cash Bonuses
payable to, or earned by, the Participant for that Plan Year. A Deferral Notice
relating to a particular Plan Year shall remain in effect for that Plan Year
unless and until changed by the Participant. A Participant may from time to
time, extend the date specified by the Participant for distribution of his or
her Mandatory Deferral and Discretionary Deferral for any Plan Year by
delivering an Amendment to Deferral Notice on a form prescribed by the Plan
Administrator (each, an "Amendment to Deferral Notice"), but only if the
Amendment to Deferral Notice is received by the Plan Administrator no later than
six months before the distribution date designated in the Deferral Notice or
Amendment to Deferral Notice then in effect.

         C. EXECUTIVE STOCK BONUS PLAN AWARDS. Amounts awarded under the
Executive Stock Bonus Plan during any Plan Year also will be credited to the
recipient's Deferred Compensation Account and distributed as if it were a
Mandatory Deferral for that Plan Year.



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         D. COMPANY CONTRIBUTIONS. After the end of each Plan Year, the Company
will allocate to the Participant's Deferred Compensation Account for that Plan
Year, the percentage of the Annual Cash Bonus equal to the aggregate of (i) the
amount required as a Mandatory Deferral, and (ii) the amount specified as the
Discretionary Deferral in the Deferral Notice. Any amounts so allocated by the
Company are called "Company Contributions."

         E. ADJUSTMENT OF ACCOUNT BALANCES. The amount credited to the annual
Deferred Compensation Account of each Participant for each Plan Year shall be
divided by the average Fair Market Value of the Common Shares determined as of
the last four Adjustment Dates. Upon completion of this calculation, each
Deferred Compensation Account shall be credited with the resulting number of
whole Common Shares and any remaining amounts shall continue to be credited to
the Deferred Compensation Account until converted to whole Common Shares based
on their Fair Market Value as of the most recent Adjustment Date. The Deferred
Compensation Account of each Participant shall be credited with cash dividends
on Common Share 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
Deferred Compensation Account. The amount of cash dividends credited to each
Deferred Compensation Account (and any other amounts then credited to such
account) shall be divided by the then Fair Market Value of the Common Shares
determined as of the most recent Adjustment Date; and the Deferred Compensation
Account of each Participant shall be credited with the resulting number of whole
Common Shares and any remaining amounts shall continue to be credited to the
Deferred Compensation Account until it may be converted to whole Common Shares
based on their Fair Market Value as of the most recent Adjustment Date. The Plan
Administrator may prescribe any reasonable method or procedure for the
accounting of for these adjustments.

         F. STOCK ADJUSTMENTS. The number of Common Shares in the Deferred
Compensation Account of each Participant and the minimum and maximum share
limits described in Section 4.H 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.

         G. 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.

         H. LIMITS ON DEFERRALS. The mandatory deferral described in Section 4.B
will not be applied in any year for which a Participant's Annual Cash Bonus
(before application of the Participant's Deferral Notice) is less than $50,000.
If the Annual Cash Bonus for any year is $50,000 or larger, the Mandatory
Deferral will be applied to the entire amount of the bonus, not just the portion
that exceeds $50,000. The Mandatory Deferral will not be required with respect
to any Plan Year, if contemporaneously with such Participant's delivery of the
Deferral Notice for that Plan Year, the Participant provides evidence acceptable
to the Plan Administrator establishing that the Participant "owns" a number of
Common Shares greater than or equal to the minimum number of Common Shares
required of such Participant as set forth in the following table. For purposes
of the immediately preceding sentence, the number of Common Shares "owned" by a
Participant shall be the aggregate of (i) the number of Common Shares then
credited to the Participant's Deferred Compensation Account, plus (ii) the
number of Common Shares the Participant owns individually (i.e. without regard
to this Plan), plus (iii) the number of Common Shares the Participant owns
indirectly by application of Section 318 of the Code. If the completion of the
Mandatory Deferral for a Participant (i.e. the credit of 5% of the Participant's
Annual Cash Bonus) for any Plan Year would result in the Participant



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"owning" (as determined in accordance with the immediately preceding sentence)
more than the minimum number of Common Shares required of such Participant as
set forth in the following table, the amount of the Mandatory Deferral for that
Plan Year shall be automatically reduced to the extent necessary so that the
amount owned by the Participant is equal to the minimum number of Common Shares
required of such Participant as set forth in the following table. A
Discretionary Deferral will not be permitted with respect to any Plan Year, if
at the end of that Plan Year, the number of Common Shares then credited to the
Participant's Deferred Compensation Account is greater than or equal to, the
maximum number of Common Shares permitted to be credited to such Participant's
Deferred Compensation Account as set forth in the following table. If the
completion of a Discretionary Deferral for any Plan Year would result in the
number of Common Shares credited to the Participant's Deferred Compensation
Account to be greater than the maximum number of Common Shares permitted to be
credited to such Participant's Deferred Compensation Account as set forth in the
following table, the amount of the Discretionary Deferral for that Plan Year
shall be automatically reduced to the extent necessary so that the number of
Common Shares credited to such Participant's Deferred Compensation Account is
equal to the maximum number of Common Shares permitted to be credited to such
Participant's Deferred Compensation Account as set forth in the following table.

<TABLE>
<CAPTION>
---------------------------------------- -------------------------------------- --------------------------------------
                                                          (b)                                    (c)
                 TITLE                      MINIMUM NUMBER OF COMMON SHARES        MAXIMUM NUMBER OF COMMON SHARES
---------------------------------------- -------------------------------------- --------------------------------------
<S>                                      <C>                                    <C>
Chief Executive Officer                  None                                   None
---------------------------------------- -------------------------------------- --------------------------------------

President                                None                                   None
---------------------------------------- -------------------------------------- --------------------------------------

Chief Operating Officer
                                         None                                   None
---------------------------------------- -------------------------------------- --------------------------------------

Senior Vice President, Chief Financial   10,000                                 None
Officer
---------------------------------------- -------------------------------------- --------------------------------------

Senior Vice President, Treasurer         10,000                                 None
---------------------------------------- -------------------------------------- --------------------------------------

President Land Operations, General       10,000                                 None
Counsel
---------------------------------------- -------------------------------------- --------------------------------------

Region Presidents                        10,000                                 10,000
---------------------------------------- -------------------------------------- --------------------------------------
</TABLE>



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<PAGE>   7

<TABLE>
---------------------------------------- -------------------------------------- --------------------------------------
<S>                                      <C>                                    <C>
President, M/I Financial                 10,000                                 10,000
---------------------------------------- -------------------------------------- --------------------------------------

Vice President, Research and             5,000                                  7,500
Development
---------------------------------------- -------------------------------------- --------------------------------------

Vice President, Marketing                5,000                                  7,500
---------------------------------------- -------------------------------------- --------------------------------------

Division Presidents                      5,000                                  7,500
---------------------------------------- -------------------------------------- --------------------------------------

Other Executives                         To be established                      To be established
---------------------------------------- -------------------------------------- --------------------------------------
</TABLE>


SECTION 5.  PAYMENT OF DEFERRED BENEFITS
            ----------------------------

         A. TIME OF PAYMENT. Distribution of a Participant's Deferred
Compensation Account for a specific Plan Year shall be made within sixty (60)
days of the earlier of (i) the date specified by the Participant in the Deferral
Notice delivered to the Plan Administrator or in any properly delivered
Amendment to Deferral Notice; (ii) the Participant's Termination Date.

         B. METHOD OF DISTRIBUTION. The Common Shares credited to a
Participant's Deferred Compensation Account (as adjusted in accordance with the
terms of Sections 4(E) and 4(F)) with respect to each Plan Year, shall be
distributed to the Participant in a single bulk distribution of such Common
Shares in accordance with the Participant's Deferral Notice or Amendment to
Deferral Notice then in effect for that Plan Year or, if no Deferral Notice has
been given, then in accordance with the terms of this Agreement.

         C. HARDSHIP DISTRIBUTIONS. Prior to the time all or any portion of 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 account in the event such Participant
requests a distribution due to severe financial hardship. For purposes of this
Plan, severe financial hardship shall be deemed to exist in the event the Plan
Administrator determines that a Participant needs a distribution to meet
immediate and heavy financial needs resulting from a sudden or unexpected
illness or accident of the Participant or a member of the Participant's family,
loss of the Participant's property due to casualty or other similar
extraordinary and unforeseeable circumstances arising as a result of events
beyond the control of the Participant. A distribution based on financial
hardship shall not exceed the amount required to meet the immediate financial
need created by the hardship and shall be made by distributing the smaller of
(i) the number of Common Shares credited to his or her Deferred Compensation
Account or (ii) the number of Common Shares with a Fair Market Value equal to
the amount needed to meet the financial hardship, 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.

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         D. CHANGE OF CONTROL. Regardless of any other Plan provision to the
contrary, the portion 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 Plan Year. 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 before the Change of Control occurs. Any
modification made after that date will not be implemented.

         E. DESIGNATION OF BENEFICIARY. Upon the death of a Participant prior to
the distribution of his Deferred Compensation Account, such Deferred
Compensation Account 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 the Participant's Deferred
Compensation Account shall be made to the Participant's estate.

         F. Taxes. In the event any taxes are required by law to be withheld or
paid from any payments made pursuant to the Plan, the Plan Administrator shall
pay these taxes from the proceeds of a personal check which the Participant
shall give the Plan Administrator to pay these taxes. The Plan Administrator
will pay these amounts to the appropriate taxing authority.


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.


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SECTION 8.  CLAIMS PROCEDURE
            ----------------

         A. FILING CLAIMS. Any Participant or Beneficiary entitled to benefits
under the Plan will file a claim request with the Plan Administrator.

         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 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;
                  and

         (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.

         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 pertinent documents; and

         (iii)    submit 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. 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. The decision on review will be in writing and
will include specific reasons for the decision, written in a manner calculated
to be understood by the claimant, as well as specific references to the
pertinent provisions of the Plan on which the decision is



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based. If the decision on review is not furnished to the claimant within the
time limits prescribed above, the claim will be deemed denied on review.


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
             -------------------------------------

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. The Company also reserves the right, by a resolution
of the Board, to terminate this Plan at any time without providing any advance
notice to any Participant; and in the event of any Plan termination, the Company
reserves the right to then distribute all amounts allocated to Participants'
Deferred Compensation Accounts.


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



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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 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.  INABILITY TO LOCATE 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. Any amounts credited to the Deferred
Compensation Account of any Participant or Beneficiary that does not present
himself or herself to the Plan Administrator will be forfeited no later than 12
months after that benefit otherwise would have been payable. However, this
forfeited benefit will be restored and paid if the Plan Administrator


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subsequently receives a claim for benefits which is approved under the
procedures described in Section 8.

         IN WITNESS WHEREOF, the Company has caused this Plan to be executed by
a duly authorized officer as of the _____ day of ___________, 2000.


                                  M/I SCHOTTENSTEIN HOMES, INC.



                                  By:_______________________________________

                                  Its:_______________________________________

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