1993 Stock Incentive Plan
Amendment No. 1
Amendment No. 2
 
                          
 
                          M/I SCHOTTENSTEIN HOMES, INC.
                          -----------------------------
                                      1993
                                      ----
                              STOCK INCENTIVE PLAN
                              --------------------
                                   AS AMENDED
                                   ----------
 
 
 
         1.       Purpose. This document shall serve as an amendment and
restatement of the M/I Schottenstein Homes of Ohio, Inc. 1993 Stock Incentive
Plan. The Plan, as amended, is intended to continue to advance the interest of
the Company, its Subsidiaries and the Company's shareholders by providing
additional incentive to attract, retain and reward selected directors,
executives, key employees, consultants and advisors upon whose judgment,
initiative and effort the Company is largely dependent for the successful
conduct of its business, and to provide additional motivation for such personnel
to exert additional effort toward the Company's growth and success.
 
         2.       Definitions.
 
                  (a)      "Award" means any one or more shares of Restricted
                           Stock, Options or SARs which are granted under this
                           Plan.
 
                  (b)      "Beneficiary" means the person or persons last
                           designated by a Participant to receive such amounts
                           or rights under this Plan with respect to such
                           Participant by reason of the death of such
                           Participant. A Participant may designate a
                           Beneficiary, or change any Beneficiary previously
                           designated by him or her, by delivering to the
                           Committee a writing setting forth the name and
                           address of the person so designated together with a
                           signed statement by the Participant of his or her
                           intention that the person so designated be the
                           Beneficiary hereunder. In the absence of such a
                           designation, the Participant's estate shall be
                           treated as his or her designated Beneficiary under
                           this Plan.
 
                  (c)      "Board" means the Board of Directors of the Company.
 
                  (d)      "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% 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
 
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                           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.
 
                  (e)      "Code" means the Internal Revenue Code of 1986, as
                           amended from time to time.
 
                  (f)      "Committee" means the Compensation Committee of the
                           Board, as specified in paragraph 3 herein, or such
                           other committee appointed by the Board to administer
                           the Plan with respect to grants of Awards.
 
                  (g)      "Common Stock" means the Company's $.01 par value
                           common stock.
 
                  (h)      "Company" means M/I Schottenstein Homes, Inc.
 
                  (i)      "Date of Grant" means the date on which an Award is
                           granted under the Plan.
 
                  (j)      "Director" means a member of the Board.
 
                  (k)      "Employer" means the Company and any Parent and all
                           Subsidiaries.
 
                  (l)      "Fair Market Value" shall mean the value of the
                           Common Stock as of a particular date as determined by
                           the Committee, provided that if the Common Stock is
                           traded in a public market, the Fair Market Value per
                           share shall be the mean between the closing "bid" and
                           "asked" prices thereof or the mean between the
                           highest and lowest quoted selling prices thereof, as
                           applicable, as reported in customary financial
                           reporting services on the business day coincident
                           with or next preceding the day as to which the Fair
                           Market Value is determined.
 
                  (m)      "ISO" means an incentive stock option as such term is
                           defined in Code Section 422(b).
 
                  (n)      "Named Executive Officer" means a Participant who, as
                           of the date of vesting and/or payout of an Award, as
                           applicable, is one of the group of "covered
                           employees," as defined in the regulations promulgated
                           under Code Section 162(m), or any successor statute.
 
                  (o)      "NQSO" means an Option that is not an ISO, including
                           but not limited to an Option that would qualify as an
                           ISO as of the Date of Grant but for the fact that
                           such Option specifies that it will not be treated as
                           an ISO.
 
 
 
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                  (p)      "Option" means an option to purchase Common Stock
                           that is granted under this Plan.
 
                  (q)      "Option Agreement" means a written agreement between
                           the Company and a Participant setting forth terms and
                           conditions applicable to an Option granted to the
                           Participant.
 
                  (r)      "Optionee" means a Participant to whom an Option
                           which has not expired has been granted under this
                           Plan.
 
                  (s)      "Parent" or "Parents" means a parent corporation or
                           corporations of the Company as defined in Code
                           Section 424(e).
 
                  (t)      "Participant" means a person who is eligible to
                           participate in the Plan pursuant to paragraph 5 and
                           who has been selected by the Committee to receive an
                           Award under this Plan.
 
                  (u)      "Performance-Based Exception" means the
                           performance-based exception from the tax
                           deductibility limitations of Code Section 162(m).
 
                  (v)      "Reorganization" means any statutory merger,
                           statutory consolidation, sale of all or substantially
                           all of the assets of the Company, or sale or
                           exchange, pursuant to an agreement with the Company,
                           of securities of the Company pursuant to which the
                           Company is or becomes a wholly--owned subsidiary of
                           another company after the effective date of the
                           Reorganization.
 
                  (w)      "Restricted Stock" means shares of Common Stock
                           granted under the Plan which are subject to
                           restrictions or conditions specified by the Committee
                           pursuant to this Plan.
 
                  (x)      "Restricted Stock Agreement" means a written
                           agreement between the Company and a Participant
                           setting forth the restrictions and conditions
                           applicable to Restricted Stock granted to the
                           Participant.
 
                   (y)     "SAR" means a right to receive financial benefits
                           under the terms of this Plan equal in value to the
                           excess of (i) the Fair Market Value of the shares
                           subject to the SAR as of the date of exercise of the
                           SAR over (ii) the Fair Market Value of such shares on
                           the Date of Grant of the SAR.
 
                   (z)     "SAR Agreement" means a written agreement between the
                           Company and a Participant setting forth terms and
                           conditions applicable to a SAR granted to the
                           Participant.
 
 
 
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<PAGE>   4
 
                  (aa)     "Subsidiary" or "Subsidiaries" means a subsidiary
                           corporation or corporations of the Company as defined
                           in Code Section 424(f).
 
                  (bb)     "Ten Percent Shareholder" means an employee of the
                           Employer who owns, or is considered as owning for
                           purposes of Code Section 422(b)(6), stock possessing
                           more than 10% of the total combined voting power of
                           all classes of stock of the Company or of its Parent
                           or Subsidiary.
 
         3.       Administration of Plan. The Plan shall be administered by the
Compensation Committee of the Board, or by any other committee appointed by the
Board. The members of the Committee shall be appointed from time to time by, and
shall serve at the discretion of, the Board. Notwithstanding any provision
contained herein, to the extent that any Award is designed to comply with the
Performance-Based Exception, the Committee shall satisfy the requirements
contained in Section 1.162-27(c)(4) of the final regulations promulgated by the
Internal Revenue Service under Section 162(m) of the Code. For purposes of
granting Awards under the Plan, the Committee shall be composed of not less than
the minimum number of persons from time to time required by Rule 16b-3 under the
Exchange Act, or any successor rule or regulation, each of whom shall be a
"non-employee director" within the meaning of Rule 16b-3 under the Exchange Act.
The Committee shall keep a record of all of its proceedings and actions and
shall keep, or cause an appropriate officer of the Company to keep, all such
books of account, records and other data as may be necessary for the proper
administration of this Plan, and it shall report all action taken by it to the
Board. Members of the Committee may be granted an Award only by a majority of
the disinterested members of the Board. The Committee shall have full and final
authority in its discretion, subject to the provisions of this Plan, to
determine the type or types of Awards and the individuals to whom and the time
or times at which each Award shall be granted; to construe and interpret the
Plan; to specify terms and provisions of the respective Awards and of any stock
restriction agreement, option agreement or other agreement related to such
Award, which terms and provisions need not be identical for Awards made to
different individuals or to a particular individual; and to make all other
determinations and take all other actions it deems necessary or advisable for
the proper administration of the Plan. All such actions and determinations shall
be conclusively binding for all purposes and upon all persons.
 
         4.       Common Stock Subject to the Plan.
 
                  (a)      The maximum number of shares of Common Stock in
                           respect for which Awards may be granted under the
                           Plan, subject to adjustment as provided in Paragraph
                           10 of the Plan, in each calendar year during any part
                           of which the Plan is effective shall be five percent
                           (5%) of the total issued and outstanding shares of
                           Common Stock as of the first day of each such year
                           the Plan is in effect. Notwithstanding the foregoing,
                           in no event shall more than one hundred thousand
                           (100,000) shares of Common Stock be cumulatively
                           available for Awards of ISO's under the Plan.
 
                  (b)      The shares of Common Stock to be issued with respect
                           to this Plan may be authorized but unissued shares,
                           shares issued and reacquired by the
 
 
 
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<PAGE>   5
 
                           Company or shares bought on the market for the
                           purposes of this Plan. In the event any shares of
                           Restricted Stock shall for any reason be forfeited or
                           any Option or SAR shall, for any reason, terminate or
                           expire or be surrendered without having been
                           exercised in full, such forfeited shares and the
                           shares subject to such Option or SAR but not issued
                           thereunder shall again be available to be issued with
                           respect to this Plan.
 
                  (c)      Unless and until the Committee determines that an
                           Award to a Named Executive Officer shall not be
                           designed to comply with the Performance-Based
                           Exception, the following rules shall apply to a grant
                           of such Award under the Plan:
 
                           (i)      The maximum aggregate number of shares of
                                    Common Stock (relating to Options and SARs)
                                    that may be granted or that may vest, as
                                    applicable, during any fiscal year pursuant
                                    to any such Options or SARs held by any
                                    Named Executive Officer shall be two hundred
                                    thousand (200,000). For this purpose, to the
                                    extent that any Option that is granted or is
                                    vested during any fiscal year is canceled
                                    (as described in Section
                                    1.162-27(e)(2)(vi)(B) of the final
                                    regulations under Section 162(m) of the
                                    Code) during such fiscal year, such canceled
                                    Option shall continue to be counted against
                                    the foregoing maximum aggregate number of
                                    shares of Common Stock that may be granted
                                    or that may vest during such fiscal year
                                    pursuant to any such Option or SAR held by a
                                    Named Executive Officer under the Plan; and
 
                           (ii)     The amount of compensation that a Named
                                    Executive Officer may receive pursuant to an
                                    Option or SAR shall be based solely upon the
                                    increase in the value of the Common Stock
                                    subject to the Option or the SAR after the
                                    grant of the Option or the SAR.
 
         5.       Participants. Awards may be granted under this Plan to any
person who is an officer or employee (including officers and employees who are
also Directors) of the Employer, any consultant or advisor to the Employer and
any non--employee members of the Board as determined by the Committee; provided,
however, that no Director, consultant or advisor who is not an employee of the
Employer may be granted an ISO under this Plan.
 
         6.       Terms and Conditions of Restricted Stock.
 
                  (a)      Generally. Shares of Restricted Stock awarded under
                           this Plan shall be duly and validly issued and
                           outstanding, fully paid and nonassessable shares of
                           Common Stock, and from the time of the issuance
                           thereof shall have all voting, dividend and
                           distribution rights of other outstanding shares of
                           such class, but shall be subject to restrictions
                           provided for or contemplated in this Plan or in a
                           Restricted Stock Agreement or required under any
                           applicable laws.
 
 
 
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<PAGE>   6
 
                  (b)      Restrictions. Among other restrictions and
                           conditions, the Committee may, in its discretion at
                           the time of an Award of Restricted Stock, impose a
                           substantial risk of forfeiture of such Restricted
                           Stock by the Participant, and such restrictions on
                           the transfer or disposition of such Restricted Stock
                           (such as, without limitation, requiring that such
                           shares become transferable or subject to disposition
                           by Participant only in installments over a period of
                           time) as the Committee may deem appropriate. Any
                           restrictions imposed by the Committee shall be set
                           forth in a Restricted Stock Agreement.
 
                  (c)      Escrow. During the duration of any substantial risk
                           of forfeiture or any restrictions on transfer or
                           disposition of Restricted Stock which are imposed by
                           the Committee, the Committee may, in its discretion,
                           require that the stock certificates evidencing such
                           Restricted Stock be held in escrow by the Secretary
                           or another officer of the Company designated by the
                           Committee, to be delivered to the Participant (or, if
                           required, back to the Company for cancellation or
                           other disposition) in such circumstances, at such
                           times and in such numbers of shares as shall be
                           directed by the Committee under the terms of this
                           Plan or the applicable Restricted Stock Agreement.
 
                  (d)      Waiver of Restrictions. If a substantial risk of
                           forfeiture or restrictions on transfer or disposition
                           of Restricted Stock are imposed, the Committee may,
                           in its sole discretion, accelerate, in whole or in
                           part, the time of termination of such risk or
                           restrictions, (i) in the event that any financial
                           hardship may arise with respect to a Participant or
                           the successor--in--interest of a Participant, (ii) in
                           the event of any change in existing tax or other
                           applicable laws, regulations or rulings which would
                           have a substantial adverse effect on the treatment of
                           the compensation provided for herein for tax
                           purposes, or (iii) under such other circumstances as
                           the Committee deems appropriate.
 
                  (e)      Change of Control. Any substantial risk of forfeiture
                           or restrictions on transfer or disposition of
                           Restricted Stock shall immediately lapse upon the
                           occurrence of a Change of Control. The provisions of
                           this subparagraph (e) shall apply to any shares of
                           Restricted Stock awarded and outstanding under this
                           Plan as of the effective date of this amended and
                           restated Plan, as well as, any shares of Restricted
                           Stock awarded under this Plan after such effective
                           date.
 
 
 
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<PAGE>   7
 
         7.       Terms and Conditions of Options. Any Option granted under
this Plan shall be evidenced by an Option Agreement, containing such terms and
in such form as the Committee may from time to time determine, subject to the
following limitations and conditions:
 
                  (a)      ISO Limitations. In the case of any ISO, the terms
                           and conditions of such grants shall be subject to,
                           and comply with, such rules as may be prescribed by
                           Section 422 of the Code, as from time to time
                           amended, and any regulations implementing such
                           statute, including, without limitation, the
                           requirements of Code Section 422(d) which limit the
                           aggregate Fair Market Value of shares of Common Stock
                           (determined at the time that such Option is granted)
                           for which any ISO is exercisable for the first time
                           to $100,000 per calendar year. Each provision of the
                           Plan and of each written Option Agreement relating to
                           an Option designated as an ISO shall be construed so
                           that such Option qualifies as an ISO, and any
                           provision that cannot be so construed shall be
                           disregarded.
 
                  (b)      Option Price. The exercise price for the Common Stock
                           subject to each Option shall be determined by the
                           Committee, but:
 
                           (i)      With respect to any NQSO granted to an
                                    employee of the Employer, the exercise price
                                    shall be no less than fifteen percent (15%)
                                    of Fair Market Value on the Date of Grant;
 
                           (ii)     With respect to any NQSO granted to a
                                    Director, consultant or advisor who is not
                                    an employee of the Employer and any ISO
                                    granted to an employee who is not a Ten
                                    Percent Shareholder (in each case,
                                    determined as of the Date of Grant), the
                                    exercise price shall be no less than one
                                    hundred percent (100%) of Fair Market Value
                                    on the Date of Grant; and
 
                           (iii)    With respect to any ISO granted to a Ten
                                    Percent Shareholder, the exercise price
                                    shall be no less than one hundred ten
                                    percent (110%) of Fair Market Value on the
                                    Date of Grant.
 
                  (c)      Period of Option. The expiration date of each Option
                           shall be fixed by the Committee. Notwithstanding the
                           foregoing or any other provision of this Plan, (i)
                           such expiration date shall not be more than ten (10)
                           years from the Date of Grant, and (ii) if the Option
                           is an ISO which is granted to a Ten Percent
                           Shareholder, such expiration date shall not be more
                           than five (5) years from the Date of Grant.
 
                  (d)      Stockholder Rights. Neither an Optionee nor his
                           Beneficiary shall have any of the rights of a
                           stockholder of the Company until the certificates
                           evidencing shares purchased upon exercise of an
                           Option are properly delivered to such Optionee or his
                           Beneficiary.
 
 
 
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<PAGE>   8
 
                  (e)      Exercise of Option. Each Option shall be exercisable
                           from time to time over a period commencing no earlier
                           than 9 months after the Date of Grant and ending upon
                           the expiration or termination of the Option;
                           provided, however, if the Option is granted to a
                           Director, consultant or advisor who is not an
                           employee of the Employer on the Date of Grant, such
                           Option shall be exercisable commencing no earlier
                           than one year after the Date of Grant. The Committee
                           shall, by the provisions of individual Option
                           Agreements, specify the period or periods of time
                           during which each Option is exercisable and the
                           number of shares purchasable thereunder in any such
                           period or periods. Options granted under this
                           paragraph 7 shall be exercised by the delivery of a
                           written notice of exercise to the Company, setting
                           forth the number of shares of Common Stock with
                           respect to which the Option is to be exercised,
                           accompanied by full payment of the Option price for
                           the shares to be exercised. The Option price upon
                           exercise of any Option shall be payable to the
                           Company in full either, in the discretion of the
                           Committee or the Board: (a) in cash or its
                           equivalent, or (b) by tendering previously acquired
                           shares of Common Stock having an aggregate Fair
                           Market Value at the time of exercise equal to the
                           total Option price (provided that the shares which
                           are tendered must have been held by the Participant
                           for at least six (6) months prior to their tender to
                           satisfy the Option price), or (c) by a combination of
                           (a) and (b). The Committee may provide, by inclusion
                           of appropriate language in an Option Agreement, that
                           payment in full of the Option price need not
                           accompany the written notice of exercise provided the
                           notice of exercise directs that the certificate or
                           certificates for the shares of Common Stock for which
                           the Option is exercised be delivered to a licensed
                           broker acceptable to the Company as the agent for the
                           individual exercising the Option and, at the time
                           such certificate or certificates are delivered, the
                           broker tenders to the Company cash (or cash
                           equivalents acceptable to the Company) equal to the
                           Option price for the shares of Common Stock purchased
                           pursuant to the exercise of the Option plus the
                           amount (if any) of federal and/or other taxes which
                           the Company may in its judgment, be required to
                           withhold with respect to the exercise of the Option.
 
                  (f)      Nontransferability of Option. No Option shall be
                           transferable or assignable by an Optionee otherwise
                           than by will or the laws of descent and distribution,
                           and each Option shall be exercisable, during the
                           Optionee's lifetime, only by the Optionee. No Option
                           shall be subject to execution, attachment, or similar
                           process except with the express consent of the
                           Committee.
 
                  (g)      Termination of Employment. Upon termination of an
                           Optionee's employment with the Employer for any
                           reason other than the Optionee's retirement, death or
                           disability, his option privileges shall be limited to
                           the
 
 
 
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<PAGE>   9
 
                           shares which were immediately purchasable by him at
                           the date of such termination, and such option
                           privileges shall expire unless exercised by him
                           within 30 days after the date of such termination.
                           The granting of an Option to an eligible person does
                           not alter in any way the Employer's existing rights
                           to terminate such person's employment at any time for
                           any reason, nor does it confer upon such person any
                           rights or privileges except as specifically provided
                           for pursuant to this Plan.
 
                  (h)      Death of Optionee. If an Optionee dies while in the
                           employ of the Employer, his option privileges shall
                           be limited to the shares which were immediately
                           purchasable by him at the date of death, and such
                           option privileges shall expire unless exercised by
                           his Beneficiary within one year after the date of the
                           Optionee's death.
 
                  (i)      Retirement or Disability. If an Optionee retires or
                           suffers a disability while in the employ of the
                           Employer, his option privileges shall be limited to
                           the shares which were immediately purchasable by him
                           at the date of his retirement or disability, and such
                           option privileges shall expire unless exercised by
                           him (or his representative, in the case of
                           disability) within one year after his termination of
                           employment. Notwithstanding the previous sentence, in
                           the case of an ISO, an Optionee's option privileges
                           shall expire 90 days following his termination of
                           employment from the Employer due to his retirement.
                           For purposes of this subparagraph (i), an Optionee
                           shall be considered to have "retired" if he
                           terminates his service with the Employer at a time
                           when he has satisfied the relevant standards for
                           retirement applied by the Employer to the position
                           then held by the Optionee; and an Optionee shall be
                           considered to have suffered a "disability" if he is
                           considered to have suffered a permanent and total
                           disability, as defined in Section 22(e)(3) of the
                           Code.
 
                  (j)      Change of Control. Upon the occurrence of a Change in
                           Control, the shares of Common Stock with respect to
                           each Option shall be immediately exercisable,
                           notwithstanding any restriction upon exercise of such
                           Option which may be contained in this Plan or in the
                           applicable Option Agreement. Any option privileges
                           shall expire unless exercised by the Participant
                           within 15 days after the date of a Change of Control.
                           The provisions of this subparagraph (j) shall apply
                           to any Option outstanding as of the effective date of
                           this amended and restated Plan, as well as, any
                           Option granted after such effective date.
 
                  (k)      Restrictions on Issuing Shares. The exercise of each
                           Option shall be subject to, and shall not be
                           effective until, the complete satisfaction, as
                           determined by the Committee in its discretion, of all
                           (i) withholding obligations, (ii) listing,
                           registration, or qualification requirements imposed
                           by any securities exchange or under any state or
                           federal law, and
 
 
 
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<PAGE>   10
 
                           (iii) consents or approvals of any regulatory body,
                           the Board or the Company's stockholders which are
                           necessary or desirable as a condition of, or in
                           connection with, such exercise or the delivery or
                           purchase of shares pursuant thereto.
 
         8.       Terms and Conditions of SARs. Any SAR granted under this Plan
shall be evidenced by a SAR Agreement, containing such terms and in such form as
the Committee may in its discretion determine, subject to the following
limitations and conditions:
 
                  (a)      Period of SAR. The expiration date of each SAR shall
                           be fixed by the Committee. Notwithstanding the
                           foregoing or any other provision of the Plan, such
                           expiration date shall not be more than ten (10) years
                           from the Date of Grant.
 
                  (b)      Exercise of SAR. Each SAR shall be exercisable from
                           time to time over a period commencing no earlier than
                           9 months after the Date of Grant and ending upon the
                           expiration or termination of the SAR; provided,
                           however, if the SAR is granted to a Director,
                           consultant or advisor who is not an employee of the
                           Employer on the Date of Grant, such SAR shall be
                           exercisable commencing no earlier than one year after
                           the Date of Grant. The Committee shall, by the
                           provisions of individual SAR Agreements, specify the
                           period or periods of time and the extent to which
                           each SAR is exercisable. Upon his exercise of a SAR,
                           the Participant shall be permitted to elect payment
                           in cash, shares of Common Stock or a combination of
                           both.
 
                  (c)      Nontransferability of SAR. No SAR shall be
                           transferable or assignable by a Participant otherwise
                           than by will or the laws of descent and distribution,
                           and each SAR shall be exercisable, during the
                           Participant's lifetime, only by the Participant. No
                           SAR shall be subject to execution, attachment, or
                           similar process except with the express consent of
                           the Committee.
 
                  (d)      Termination of Employment. Upon termination of a
                           Participant's employment with the Employer for any
                           reason other than the Participant's death, his
                           ability to exercise his SARs shall be limited to the
                           extent to which his SARs were exercisable by him at
                           the date of such termination, and his SARs shall
                           expire unless exercised by him within 15 days after
                           the date of such termination. The granting of a SAR
                           to an eligible person does not alter in any way the
                           Company's existing rights to terminate such person's
                           employment at any time for any reason, nor does it
                           confer upon such person any rights or privileges
                           except as specifically provided for pursuant to this
                           Plan.
 
                  (e)      Death of Participant. If a Participant dies while in
                           the employ of the Employer, his Beneficiary's ability
                           to exercise the Participant's SARs shall
 
 
 
                                       10
<PAGE>   11
 
                           be limited to the extent to which such SARs were
                           exercisable by the Participant at the date of death,
                           and such SARs shall expire unless exercised by the
                           Beneficiary within one year after the date of the
                           Participant's death.
 
                  (f)      Change in Control. Upon the occurrence of a Change of
                           Control, each outstanding SAR shall be immediately
                           exercisable, notwithstanding any restriction or
                           limitation on such exercise contained in this Plan or
                           in the applicable SAR Agreement. Any SAR shall expire
                           unless exercised by a Participant within 15 days
                           after the date of a Change of Control. The provisions
                           of this subparagraph (f) shall apply to any SAR
                           outstanding as of the effective date of this amended
                           and restated Plan, as well as, with respect to any
                           SAR awarded after such effective date.
 
                  (g)      Restrictions on Issuing Shares. The exercise of each
                           SAR shall be subject to, and shall not be effective
                           until, the complete satisfaction, as determined by
                           the Committee in its discretion, of all (i)
                           withholding obligations, (ii) listing, registration,
                           or qualification requirements imposed by any
                           securities exchange or under any state or federal
                           law, and (iii) consents or approvals of any
                           regulatory body, the Board or the Company's
                           stockholders which are necessary or desirable as a
                           condition of, or in connection with, such exercise or
                           the delivery of shares pursuant thereto.
 
         9.       Withholding Tax. At each time when applicable federal, state,
and local law requires withholding of income, state disability, social security
or other tax, with respect to Restricted Stock, Options or SARs granted to a
Participant, such Participant shall promptly pay to the Company the amount
necessary to satisfy all such withholding requirements. Such payment must be in
the form of any one or a combination of the following: cash, a certified check,
bank draft, or postal or express money order payable to the order of the Company
in lawful money of the United States. If a Participant does not pay such amount
to the Company, the Company shall be authorized on behalf of the Participant to
(i) sell any of the Participant's Restricted Stock held by the Secretary or
other officer of the Company in escrow, pursuant to subparagraph 6(c) above, in
order to satisfy such withholding requirements and/or (ii) to setoff the amount
of such withholding requirements against any amount otherwise due or to become
due by the Company to the Participant (under this Plan or otherwise). Upon
receiving payment of the Participant's withholding obligation, the Company shall
inform such Secretary or other officer that the Participant's withholding
requirements under this paragraph 9 have been satisfied.
 
         10.      Adjustments.
 
                  (a)      If there shall be any change in the Common Stock as a
                           result of any merger, consolidation, reorganization,
                           reclassification, recapitalization, reincorporation,
                           stock split, stock dividend, or other like change in
                           the capital stock of the Company, appropriate
                           adjustments shall be made by the Committee in (i) the
                           number, class or kind of shares of Restricted
 
 
 
                                       11
<PAGE>   12
 
                           Stock and Common Stock subject to Options and SARs
                           theretofore granted under this Plan, in order to
                           preserve (but not to increase) the benefits afforded
                           by this Plan to each Participant and (ii) the number
                           of shares which may be allocated to Awards made under
                           this Plan.
 
                  (b)      In the event of the dissolution or liquidation of the
                           Company, any Option or SAR granted under this Plan
                           shall terminate as of a date to be fixed by the
                           Committee, provided that not less than 30 days' prior
                           written notice of the date so fixed shall be given to
                           each affected Participant, and each such Participant
                           shall have the right during such period to exercise
                           his Option or SAR in whole or in part thereby
                           including such shares or rights as to which such
                           Option or SAR would not otherwise be exercisable
                           solely by reason of an insufficient lapse of time.
 
                  (c)      In the event of a Reorganization in which the Company
                           is not the surviving or acquiring company, or in
                           which the Company is or becomes a wholly-owned
                           subsidiary of another company after the effective
                           date of the Reorganization,
 
                           (1)      If there is no plan or agreement respecting
                                    the Reorganization ("Reorganization
                                    Agreement") or if the Reorganization
                                    Agreement does not specifically provide for
                                    the change, conversion, or exchange of the
                                    shares subject to outstanding and
                                    unexercised Options for securities of
                                    another corporation, the Reorganization
                                    shall be treated as if it were a dissolution
                                    or liquidation subject to subparagraph (b)
                                    of this paragraph 10; or
 
                           (2)      If there is a Reorganization Agreement
                                    specifically providing for the change,
                                    conversion, or exchange of the shares
                                    subject to outstanding and unexercised
                                    Options for securities of another
                                    corporation, the Committee shall equitably
                                    adjust the shares subject to such
                                    outstanding and unexercised Options (and
                                    shall adjust the shares then available to be
                                    optioned under the Plan, if the
                                    Reorganization Agreement permits) in a
                                    manner not inconsistent with the provisions
                                    of the Reorganization Agreement. The
                                    Committee also shall make equitable
                                    adjustments to all outstanding and
                                    unexercised SARs.
 
                           (e)      Adjustments and determinations under this
                                    paragraph 10 shall be made by the Committee,
                                    whose decisions as to what adjustments or
                                    determinations shall be made, and the extent
                                    thereof, shall be final, binding, and
                                    conclusive.
 
 
 
                                       12
<PAGE>   13
 
         11.      Performance Measures.
 
                  (a)      Unless and until the Committee proposes for a
                           stockholder vote and stockholders approve a change in
                           the general performance measures set forth in this
                           paragraph 11, the attainment of which may determine
                           the degree of payout and/or vesting with respect to
                           Awards (relating to Restricted Stock or Options that
                           do not satisfy the requirements of Paragraph 4(c)(ii)
                           hereof) to Named Executive Officers which are
                           designed to qualify for the Performance-Based
                           Exception, the performance measure(s) to be used for
                           purposes of such grants shall be chosen from among
                           the following alternatives as reported in the
                           Company's Report on Form 10-K:
 
                           (i)      Return on Assets.
 
                           (ii)     Return on Sales.
 
                           (iii)    Return on Equity.
 
                           (iv)     Cash Flow Return on Investment.
 
                           (v)      Operating Income.
 
                           (vi)     EBIT.
 
                           (vii)    Net Earnings.
 
                           (viii)   Earnings Per Share.
 
                  (b)      The Committee shall have the discretion to adjust the
                           determinations of the degree of attainment of the
                           pre-established performance goals; provided, however,
                           that Awards affected by this paragraph 11 held by
                           Named Executive Officers which are designed to
                           qualify for the Performance-Based Exception may not
                           be adjusted upward (but the Committee shall have the
                           discretion to adjust such Awards downward).
 
                  (c)      In the event that applicable tax and/or securities
                           laws change to permit Committee discretion to alter
                           the governing performance measures without obtaining
                           stockholder approval of such changes, the Committee
                           shall have discretion to make such changes without
                           obtaining stockholder approval. In addition, in the
                           event that the Committee determines that it is
                           advisable to grant Awards of Restricted Stock or
                           Options that do not satisfy the requirements of
                           paragraph 4(c)(ii) to Named Executive Officers which
                           are not designed to qualify for the Performance-Based
                           Exception, the Committee may make such grants without
                           satisfying the requirements of
 
 
 
                                       13
<PAGE>   14
 
                           Code Section 162(m) and, thus, which use no
                           performance measures or use performance measures
                           other than those specified above. To the extent that
                           the Committee determines that it is advisable to
                           grant Awards of Restricted Stock or Options that do
                           not satisfy the requirements of paragraph 4(c)(ii) to
                           Named Executive Officers which are designed to comply
                           with the Performance-Based Exception, the Committee
                           shall certify, in writing, prior to the payment of
                           any compensation under the Award, that the
                           performance goals and any other material terms were
                           in fact satisfied.
 
         12.      Use of Proceeds. The proceeds received by the Company from
the sale of Restricted Stock granted under this Plan or of Common Stock sold
pursuant to the exercise of Options granted under this Plan shall be added to
the Company's general funds and used for general corporate purposes.
 
         13.      Amendment, Suspension, and Termination of Plan. The Board
may at any time suspend or terminate this Plan or may amend it from time to time
in such respects as the Board may deem advisable in order that the Awards
granted hereunder may conform to any changes in the law or in any other respect
which the Board may deem to be in the best interest of the Company; provided,
however, that unless first approved by a vote of a majority of the outstanding
voting stock of the Company, no amendment shall be made which would:
 
                  (a)      materially increase the benefits accruing to
                           Participants under the Plan,
 
                  (b)      increase the number of shares of the Company's Common
                           Stock subject to the Plan,
 
                  (c)      modify the requirements regarding eligibility for
                           participation in the Plan,
 
                  (d)      extend the date as of which the Plan shall terminate.
 
Unless the Plan shall theretofore have been terminated by the Board or as
provided in paragraph 10, this Plan shall terminate on ________________ 2009,
ten years after the date this amended and restated Plan was approved by action
of the shareholders of the Company. No Restricted Stock, Option or SAR may be
granted during any suspension or after the termination of the Plan. Except as
provided in paragraph 10, no amendment, suspension, or termination of the Plan
shall, without a Participant's consent, alter or impair any of the rights or
obligations under any Restricted Stock, Option or SAR theretofore granted to
such Participant under this Plan.
 
         14.      Miscellaneous Provisions.
 
                  (a)      The selection of any person to receive an Award under
                           this Plan shall not give such person any right to be
                           retained in the employ of the Employer, and the right
                           and power of the Employer to discharge any such
                           person
 
 
 
                                       14
<PAGE>   15
                           shall not be affected by such Award. No person shall
                           have any right or claim whatever, directly,
                           indirectly or by implication, to receive an Award,
                           nor any expectancy thereof, unless and until an Award
                           in fact shall have been made to such person by the
                           Committee as provided herein. An Award hereunder to
                           any person at any time shall not create any right or
                           implication that any other or further Award may or
                           shall be made at another time. Each Award hereunder
                           shall be separate and distinct from every other Award
                           and shall not be construed as a part of any
                           continuing series of Awards or compensation.
 
                  (b)      This Plan is not exclusive. The Company may have
                           other plans, programs and arrangements for
                           compensation or the issuance of shares. This Plan
                           does not require that Participants hereunder be
                           precluded from participation in such other plans,
                           programs and arrangements.
 
                  (c)      At all times when Code Section 162(m) is applicable,
                           all Awards granted under the Plan to Named Executive
                           Officers shall comply with the requirements of Code
                           Section 162(m); provided, however, that in the event
                           the Committee determines in its discretion that such
                           compliance is not desired with respect to any Award
                           or Awards available for grant under the Plan, then
                           compliance with Code Section 162(m) will not be
                           required. In addition, in the event that changes are
                           made to Code Section 162(m) to permit greater
                           flexibility with respect to any Award or Awards
                           available under the Plan, the Committee may, subject
                           to this subparagraph (c), make any adjustments it
                           deems appropriate.
 
                  (d)      The validity, interpretation, construction and
                           performance of this Plan shall be governed by the
                           laws of the State of Ohio.
 
         15.       Effective Date of Plan. The effective date of this amended
and restated Plan is April 22, 1999, the date of its approval by the
shareholders of the Company.
 
         IN WITNESS WHEREOF, the Company has caused this Plan to be executed on
this 23rd day of April, 1999.
 
                                            M/I SCHOTTENSTEIN HOMES, INC.
 
 
                                            By: /s/ Robert H. Schottenstein
                                               ----------------------------
                                               Robert H. Schottenstein
                                               President
 
Back to Top
 
 
                                 FIRST AMENDMENT
                                 ---------------
                                       TO
                                       --
                          M/I SCHOTTENSTEIN HOMES, INC.
                          -----------------------------
                                      1993
                                      ----
                              STOCK INCENTIVE PLAN
                              --------------------
                                   AS AMENDED
                                   ----------
 
 
 
WHEREAS, M/I Schottenstein Homes, Inc. ("Company") adopted the M/I Schottenstein
Homes, Inc. 1993 Stock Incentive Plan ("Plan") to provide additional incentive
compensation to selected directors, executives, key employees, consultants and
advisers;
 
WHEREAS, the Plan was amended and restated in 1999;
 
WHEREAS, the Company wants to make additional changes to the Plan;
 
NOW, THEREFORE, effective on the date written below, the Plan is amended as
shown below:
 
1.       Section 6(b) is amended to read, in its entirety, as follows:
 
         (b)      Restrictions. Among other restrictions and conditions, the
                  Committee may, in its discretion at the time of an Award of
                  Restricted Stock, impose a substantial risk of forfeiture of
                  such Restricted Stock by the Participant, and such
                  restrictions on the transfer or disposition of such Restricted
                  Stock (such as, without limitation, requiring that such shares
                  become transferable or subject to disposition by participant
                  only in installments over a period of time) as the Committee
                  may deem appropriate. Also, regardless of any other Plan
                  provision (except Section 6(e)), these restrictions will not
                  lapse for at least (i) three years after the Restricted Stock
                  is awarded (except in the case of the Participant's death,
                  disability or retirement) in the case of Awards which are not
                  designed to qualify for the Performance-Based Exception or
                  (ii) one year after the Restricted Stock is awarded (except in
                  the case of the Participant's death, disability or retirement)
                  in the case of Awards to Named Executive Officers which are
                  designed to qualify for the Performance-Based Exception. Any
                  restrictions imposed by the Committee shall be set forth in a
                  Restricted Stock Agreement.
 
2.       Section 6(d) is amended to read, in its entirety, as follows:
 
         (d)      Waiver of Restrictions. If a substantial risk of forfeiture or
                  restriction on transfer or disposition of Restricted Stock are
                  imposed, the Committee may, in its sole discretion,
                  accelerate, in whole or in part, the time of termination of
                  such risk or restrictions with respect to any Participant has
                  died, become disabled, retires or if there is a Change of
                  Control as described in Section 6(e); otherwise, the Committee
                  shall not accelerate the time of termination of such risk or
                  such restrictions.
 
<PAGE>   2
3.       Section 7(b)(i) is amended to read, in its entirety, as follows:
 
          (i)     With respect to any NSQO granted to an employee of the
                  Employer, the exercise price shall be no less than one hundred
                  percent (100%) of Fair Market Value on the Date of Grant.
 
4.       Section 7 is further amended by the addition of the following new
         subsection:
 
         (k)     Limits on Options Issued. Notwithstanding any other provision
                 of this Plan, Directors who are not also employees of the
                 Employer may not receive, in any one year, options to purchase
                 more than 20,000 shares of Common Stock in the aggregate,
                 subject to adjustment under Section 10.
 
IN WITNESS WHEREOF, the Company has caused this amendment to be executed
effective this 11th day of August, 1999.
 
 
                                              M/I SCHOTTENSTEIN HOMES, INC.
 
                                              By: /s/ Irving E. Schottenstein
                                                 ------------------------------
                                                  Irving E. Schottenstein,
                                                  Chief Executive Officer
 
Back to Top
 
 
                                SECOND AMENDMENT
                                       TO
                          M/I SCHOTTENSTEIN HOMES, INC.
                      1993 STOCK INCENTIVE PLAN AS AMENDED
 
 
WHEREAS, M/I Schottenstein Homes, Inc. ("Company") adopted the M/I Schottenstein
Homes, Inc. 1993 Stock Incentive Plan as Amended ("Plan") to provide additional
incentive compensation to selected directors, executives, key employees,
consultants and advisors;
 
WHEREAS, the Company adopted the First Amendment to the Plan in August 1999;
and;
 
WHEREAS, the Company wants to make additional changes to the Plan;
 
NOW, THEREFORE, effective on the date written below, the Plan is amended as
shown below:
 
1.       Section 7(e) is amended to read, in its entirety, as follows:
 
         (e)      Exercise of Option. The Committee shall, by the provisions of
                  individual Option Agreements, specify the period or periods of
                  time during which each Option is exercisable and the number of
                  shares purchasable thereunder in any such period or periods.
                  Options granted under this paragraph 7 shall be exercised by
                  the delivery of a written notice of exercise of the Company,
                  setting forth the number of shares of Common Stock with
                  respect to which the Option is to be exercised, accompanied by
                  full payment of the Option price for the shares to be
                  exercised. The Option price upon exercise of any Option shall
                  be payable to the Company in full either, in the discretion of
                  the Committee or the Board: (a) in cash or its equivalent, or
                  (b) by tendering previously acquired shares of Common Stock
                  having an aggregate Fair Market Value at the time of exercise
                  equal to the total Option price (provided that the shares
                  which are tendered must have been held by the Participant for
                  at least six (6) months prior to their tender to satisfy the
                  Option price), or (c) by a combination of (a) and (b). The
                  Committee may provide, by inclusion of appropriate language in
                  an Option Agreement, that payment in full of the Option price
                  need not accompany the written notice of exercise provided the
                  notice of exercise directs that the certificate or
                  certificates for the shares of Common Stock for which the
                  Option is exercised be delivered to a licensed broker
                  acceptable to the Company as the agent for the individual
                  exercising the Option and, at the time such certificate or
                  certificates are delivered, the broker tenders to the Company
                  cash (or cash equivalents acceptable to the Company) equal to
                  the Option price for the shares of Common Stock purchased
                  pursuant to the exercise of the Option plus the amount (if
                  any) of federal
 
 
 
<PAGE>
 
                                                                  EXHIBIT 10.2
 
 
                  and/or other taxes which the Company may in its judgment, be
                  required to withhold with respect to the exercise of the
                  Option.
 
IN WITNESS WHEREOF, the Company has caused this amendment to be executed
effective this 13th day of February, 2001.
 
                                                M/I SCHOTTENSTEIN HOMES, INC.
 
                                                By:
 
                                                   ----------------------------
                                                   Robert H. Schottenstein,
                                                   President
 
 
 
 
 
 
</TEXT>
</DOCUMENT>