1
                                                                    Exhibit 10.1



                          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 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.

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         "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, and
any successor entity.

         "Deferred Compensation Account" means the separate Deferred
Compensation Account established for each Participant pursuant to Section 4 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.

         "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.

         "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.



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         "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 calendar year.

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

         "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 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.

         B. Participant Deferrals. With respect to each Plan Year and subject to
the limit 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
and (ii) a Participant may elect to have an additional portion of his or her
Annual Cash Bonus credited to this account. To make this discretionary deferral
for any Plan Year, before June 30 of each Plan Year, the Participant must advise
the Plan Administrator of his election, in writing, on a form prescribed by the
Plan Administrator (each, a "Deferral Notice"). Notwithstanding the preceding
sentence, in the first year if the Plan, a Participant may complete a Deferral
Notice at any time within thirty (30) days following the Effective Date. Such
Deferral Notice shall apply only to Annual Cash Bonuses payable to, or earned
by, the Participant after the date on which the Deferral Notice is received by
the Plan Administrator. To the extent that a Participant completes a Deferral
Notice in accordance with the provisions of this paragraph, such Deferral Notice
shall remain in effect for future Plan Years until changed or revoked by the
Participant.


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         C. Executive Stock Bonus Plan Awards. Amounts awarded under the
Executive Stock Bonus Plan also will be credited to the recipient's Deferred
Compensation Account and distributed under the terms of this Plan.

         D. Company Contributions. Each time a Deferral Notice is submitted to
the Plan Administrator in accordance with Section 4.B. above, during the next
Plan Year, the Company will allocate to the Participant's Deferred Compensation
Account the percentage of the Annual Cash Bonus, specified in the Deferral
Notice. Also, the mandatory deferral described in Section 4.B and the Executive
Stock Bonus Plan Award described in Section 4C will be allocated to that same
account. Any amounts so allocated by the Company are called "Company
Contributions."

         E. Adjustment of Account Balances. The amount credited to the Deferred
Compensation Account of each Participant shall be divided by the Fair Market
Value of the Common Shares determined as of the last Adjustment Date. 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
Valuation 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


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Participant's Deferral Notice) is less than $50,000. If the Annual Cash Bonus
for any year is $50,000 or larger, this mandatory deferral will be applied to
the entire amount of the bonus, not just the portion that exceeds $50,000. Also,
the minimum and maximum number of Common Shares allocated will be subject to the
limits described in the following Table.



- ----------------------------------------------------------------------------------------------------------------------
                                                          (b)                                    (c)
                 TITLE                     MINIMUM NUMBER OF COMMON SHARES*       MAXIMUM NUMBER OF COMMON SHARES**
- ----------------------------------------------------------------------------------------------------------------------
                                                                          
Chief Executive Officer                  None                                   None
- ----------------------------------------------------------------------------------------------------------------------

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

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

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

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

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

Region Presidents                        10,000                                 10,000
- ----------------------------------------------------------------------------------------------------------------------

President, M/I Financial                 10,000                                 10,000
- ----------------------------------------------------------------------------------------------------------------------

President, Columbus                      5,000                                  5,000
- ----------------------------------------------------------------------------------------------------------------------

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

Vice President, Research
and Design, Florida                      5,000                                  5,000
- ----------------------------------------------------------------------------------------------------------------------

Vice President, Marketing                5,000                                  5,000
- ----------------------------------------------------------------------------------------------------------------------

Division Presidents                      5,000                                  5,000
- ----------------------------------------------------------------------------------------------------------------------

Other Executives                         To be established                      To be established
- ----------------------------------------------------------------------------------------------------------------------



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* The minimum number of Common Shares (column (b)) will be calculated by
aggregating (i) Common Shares credited to the Participant's Deferred
Compensation Account, (ii) Common Shares the Participant owns individually
(i.e., without regard to this Plan) and (iii) Common Shares the Participant owns
indirectly by application of Section 318 of the Code.

** The maximum number of Common Shares (column (c)) will be calculated solely by
reference to Common Shares credited to the Participant's Deferred Compensation
Account and (i) without regard to Common Shares the Participants owns
individually (i.e., without regard to this Plan) and (ii) without regard to
Common Shares the Participant owns indirectly by application of Section 318 of
the Code.


Section 5.  PAYMENT OF DEFERRED BENEFITS
- ----------  ----------------------------

         A. Time of Payment. Distribution of a Participant's Deferred
Compensation Account 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 at the time the deferral election is made; (ii) the date the
Participant terminates service for any reason (other than disability as
determined by the Plan Administrator) before reaching age 60 and completing at
least three years of employment or (iii) the date the Participant dies.

            Also, each Participant may postpone the date selected for
distribution of his or her Deferred Compensation Account by filing a revised
Deferral Agreement but only if that revised form is filed no less than 12 months
before the initially designated distribution date.

         B. Method of Distribution. A Participant's Deferred Compensation
Account shall be distributed to the Participant in a single lump sum
distribution of all of the Common Shares credited to his or her Deferred
Compensation Account on the date specified in the Participant's Deferral Notice.

         C. Hardship Distributions. 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 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 balance of a Participant's entire Deferred Compensation Account
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. 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 a revised 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 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.



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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 merger, consolidation or transfer, assume
the obligations of the Company hereunder and shall be substituted for the
Company hereunder.


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


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         IN WITNESS WHEREOF, the Company has caused this Plan to be executed by
a duly authorized officer as of the 23rd day of April, 1999.


                                         M/I SCHOTTENSTEIN HOMES, INC.



                                         By: /s/ Robert H. Schottenstein
                                            ------------------------------------

                                         Its: President
                                             -----------------------------------

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                          M/I SCHOTTENSTEIN HOMES, INC.
                     EXECUTIVES' DEFERRED COMPENSATION PLAN

                                 DEFERRAL NOTICE
                                 ---------------


         Name:__________________________________________________________________

         Soc. Sec. No.:_________________________________________________________

         Date of Birth:_________________________________________________________

1.       ELECTION TO DEFER.

         In accordance with the provisions of the M/I Schottenstein Homes, Inc.
         Executives' Deferred Compensation Plan (the "Plan") and subject to the
         limits described in the Plan, I hereby elect to defer __________
         percent of the Annual Cash Bonus (as defined in the Plan) payable to me
         for services as an Executive of M/I Schottenstein Homes, Inc., or any
         of its Affiliates. This election supersedes any prior deferral election
         made by me and shall remain in effect until terminated or otherwise
         amended.

2.       DISTRIBUTION ELECTION.

         A. I hereby elect to receive distribution of my Deferred Compensation
         Account in the Plan within 60 days of my termination as an employee,
         or, if earlier, within 60 days of _______________.

         B. Subject to Section 4.D, I elect:

         _____ To receive,

         _____ Not to receive,

         a distribution of the amount credited to my Deferred Compensation
         Account as soon as administratively possible after a Change of Control
         occurs.

3.       METHOD OF PAYMENT.

         I hereby acknowledge that I will receive the distribution of my
         Deferred Compensation Account in the Plan in a single lump sum
         distribution of all of the Common Shares (as defined in the Plan)
         credited to my Deferred Compensation Account.

4.       DESIGNATION OF BENEFICIARY.

         I hereby designate _____________________ as my primary Beneficiary and
         ______________________ as my contingent Beneficiary(ies) to receive any
         amounts payable under the Plan in the event of my death.


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5.       ACKNOWLEDGMENT.

         I hereby acknowledge that (i) as described in Section 4.A of the Plan
         (and subject to the limits described in Section 4.H of the Plan) a
         portion of my Annual Cash Bonus will automatically be deferred to the
         Plan, (ii) my election to defer a portion of my Annual Cash Bonus under
         the Plan is irrevocable with respect to amounts which are deferred
         under the Plan and shall remain in effect until terminated or modified,
         (iii) the Plan is unfunded and is maintained primarily for the purpose
         of providing deferred compensation to a select group of management or
         highly compensated employees (as defined in the Employee Retirement
         Income Security Act of 1974, as amended) and that I have no rights or
         claims to receive amounts credited to my Deferred Compensation Account
         other than those specifically granted by the terms of the Plan, and
         (iv) I am solely responsible for ensuring that the Plan Administrator's
         files contain my current mailing address and that of my Beneficiary.


         ______________________________          _______________________________
                  Date                                      Signature


                                                 _______________________________
                                                        Name (please print)



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                          M/I SCHOTTENSTEIN HOMES, INC.
                     EXECUTIVES' DEFERRED COMPENSATION PLAN

                              CONSENT TO AMENDMENT
                              --------------------


         Name:__________________________________________________________________

         Soc. Sec. No.:_________________________________________________________

         Date of Birth:_________________________________________________________

I understand that the M/I Schottenstein Homes, Inc. Executives' Deferred
Compensation Plan has been amended and that amendment may affect the date that
my benefits are distributable. By signing below, I consent to that change and
agree that payment of my benefits will be governed solely by the terms of the
amended Plan.


______________________________                   _______________________________
                  Date                                      Signature


                                                 _______________________________
                                                        Name (please print)



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