M I SCHOTTENSTEIN HOMES INC
EXHIBIT 10.2
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<TYPE>EX-10.2
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<FILENAME>l95563aexv10w2.txt
<DESCRIPTION>EXHIBIT 10.2
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                                                                    EXHIBIT 10.2


                                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



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                                                                  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






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