8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) March 8, 2007

M/I Homes, Inc.

(Exact name of registrant as specified in its charter)

Ohio	1-12434	31-1210837
(State or other jurisdiction of incorporation)	(Commission File Number)	( IRS Employer Identification No.)

3 Easton Oval, Suite 500, Columbus, Ohio	43219
(Address of principal executive offices)	(Zip Code)

(614) 418-8000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.03 Material Modification to Rights of Security Holders.

In connection with the sale by M/I Homes, Inc., an Ohio corporation (the “Registrant”), of 4,000,000 depositary shares (the “Depositary Shares”), each representing 1/1,000^th of a 9.75% Series A Preferred Share, par value $.01 per share (non-cumulative, liquidation preference $25.00 per Depositary Share), of the Registrant (collectively, the “Series A Preferred Shares”), the Registrant will issue 4,000 Series A Preferred Shares on March 15, 2007.

The terms of the Series A Preferred Shares are set forth in the Certificate of Amendment by Directors to Article Fourth of the Registrant’s Amended and Restated Articles of Incorporation dated March 13, 2007 attached as Exhibit 3.1 hereto and incorporated herein by reference.

A specimen certificate representing the Series A Preferred Shares is attached as Exhibit 4.1 hereto and incorporated herein by reference.

The terms of the Depositary Shares are set forth in the form of deposit agreement to be entered into by and among the Registrant, Computershare Shareholder Services, Inc. and Computershare Trust Company, N.A., as depositary, and the holders of the depositary receipts issued thereunder (the “Deposit Agreement”). The Deposit Agreement is attached as Exhibit 99.1 hereto and incorporated herein by reference. The form of depositary receipt relating to the Series A Preferred Shares is included as Exhibit A to the Deposit Agreement and is attached as Exhibit 99.2 hereto and incorporated herein by reference.

Upon issuance of the Series A Preferred Shares, the ability of the Registrant to pay dividends on, make distributions with respect to or make a liquidation payment on its common shares or any other class or series of shares of the Registrant ranking junior to or on a parity with the Series A Preferred Shares will be subject to certain restrictions in the event that the Registrant fails to declare and pay full dividends on the Series A Preferred Shares during any dividend period.

Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Under the Registrant’s Amended and Restated Articles of Incorporation, the Board of Directors is authorized by resolution to provide for the issuance of up to 2,000,000 preferred shares from time to time on such terms as it may determine and to divide the preferred shares into one or more series and, in connection with the creation of such series, to determine and fix by resolution the terms of such shares. On March 13, 2007, the Registrant filed with the Ohio Secretary of State a Certificate of Amendment by Directors designating 6,000 of the Registrant’s preferred shares as “9.75% Series A Preferred Shares” and setting forth the terms of the Series A Preferred Shares. A copy of the Certificate of Amendment by Directors is attached hereto as Exhibit 3.1 and incorporated herein by reference.

Item 8.01 Other Events.

On March 8, 2007, the Registrant entered into an underwriting agreement (the “Underwriting Agreement”) with Wachovia Capital Markets, LLC, as representative of the several underwriters named therein (collectively, the “Underwriters”), with respect to the public offering by the Registrant of 4,000,000 Depositary Shares, each representing 1/1,000^th of a Series A Preferred

2

Share. Pursuant to the terms of the Underwriting Agreement, the Registrant has granted to the Underwriters for 30 days an over-allotment option to purchase up to an additional 600,000 Depositary Shares.

The terms of the offering and the Series A Preferred Shares and Depositary Shares are described in the Registrant’s Prospectus dated April 16, 2002 included as part of the Registrant’s Registration Statement on Form S-3 (File No. 333-85662), as supplemented by a Prospectus Supplement dated March 8, 2007. The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is attached hereto as Exhibit 99.3 and incorporated herein by reference.

Item 9.01 – Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description of Document
3.1	Certificate of Amendment by Directors to Article Fourth of the Registrant’s Amended and Restated Articles of Incorporation dated March 13, 2007.
4.1	Specimen certificate representing the 9.75% Series A Preferred Shares, par value $.01 per share, of the Registrant.
99.1	Form of Deposit Agreement by and among the Registrant, Computershare Shareholder Services, Inc. and Computershare Trust Company, N.A., as Depositary, and the Holders of Depositary Receipts Relating to the Registrant’s 9.75% Series A Preferred Shares.
99.2	Form of Depositary Receipt relating to the Registrant’s 9.75% Series A Preferred Shares (included as Exhibit A to Exhibit 99.1 above).
99.3	Underwriting Agreement dated March 8, 2007, by and between the Registrant and Wachovia Capital Markets, LLC, as Representative of the several underwriters named therein.

3

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

M/I HOMES, INC.

(Registrant)

Date: March 14, 2007

By:	/s/ Ann Marie W. Hunker
	Ann Marie W. Hunker Controller and Chief Accounting Officer

4

EXHIBITS INDEX

Exhibit No.	Description of Document
3.1	Certificate of Amendment by Directors to Article Fourth of the Registrant’s Amended and Restated Articles of Incorporation dated March 13, 2007.
4.1	Specimen certificate representing the 9.75% Series A Preferred Shares, par value $.01 per share, of the Registrant.
99.1	Form of Deposit Agreement by and among the Registrant, Computershare Shareholder Services, Inc. and Computershare Trust Company, N.A., as Depositary, and the Holders of Depositary Receipts Relating to the Registrant’s 9.75% Series A Preferred Shares.
99.2	Form of Depositary Receipt relating to the Registrant’s 9.75% Series A Preferred Shares (included as Exhibit A to Exhibit 99.1 above).
99.3	Underwriting Agreement dated March 8, 2007, by and between the Registrant and Wachovia Capital Markets, LLC, as Representative of the several underwriters named therein.

5

EX-3.1

Exhibit 3.1

(STAMP)	Prescribed By J. Kenneth Blackwell	Expedite this Form: (select one)
	Ohio Secretary of State	Mail Form to one of the Following:
	Central Ohio: (614) 466-3910	PO Box 1390
Toll Free: 1-877-SOS-FILE (1-877-767-3453)
		þ Yes
		Columbus, OH 43216
		***Requires an additional fee of $100***
		PO Box 1028
www.state.oh.us/sos		¨ No
e-mail: busserv@sos.state.oh.us		Columbus, OH 43216

Certificate of Amendment by Directors

or Incorporators to Articles

(Domestic)

Filing Fee $50.00

(CHECK ONLY ONE (1) BOX)

(1)	þ Amendment by Directors	(2)	¨ Amendment by Incorporators
	¨ Amended by Directors                    (123-AMDD)		¨ Amended by Incorporators                    (124-AMDI)

Complete the general information in this section for the box checked above.
Name of Corporation	M/I Homes, Inc.
Charter Number	807732
þ       Please check if additional provisions attached hereto are incorporated herein and made a part of these articles of organization.

Complete the information in this section if box (1) is checked.
Name and Title of Officer
(name)	(title)
(CHECK ONLY ONE (1) BOX)
¨        A meeting of the directors was duly called and held on
	(Date)
þ       In a writing signed by all of the Directors pursuant to section 1701.54 of the ORC

The following resolution was adopted pursuant to section 1701.70                             (1)     of the ORC:

(insert proper paragraph number)

Resolved, that, in accordance with Section 1701.70(B) (1) of the Ohio Revised Code, the Amended and Restated

Articles of Incorporation of the Corporation shall be amended to set forth the express terms of the Series A Preferred

Shares (continued on Exhibit A)

540 Page 1 of 2 Last Revised: May 2002

Complete the information in this section if box (2) is checked.

WE, the undersigned, being all of the Incorporators of the above named corporation, do certify that the subscriptions to shares
have not been received and the initial directors are not named in the articles. We hereby have elected to amend the articles as
follows:

REQUIRED	/s/ J. Thomas Mason	March 13, 2007
Must be authenticated (Signed)	Authorized Representative	Date
by an authorized representative
(See Instructions)	J. Thomas Mason
	(Print Name)
	Sr. Vice President, General Counsel
	Authorized Representative	Date
	(Print Name)
	Authorized Representative	Date
	(Print Name)

540 Page 2 of 2 Last Revised: May 2002

Exhibit A

FOURTH: A. The maximum number of shares which the corporation is authorized to have outstanding shall be forty million (40,000,000) shares, consisting of thirty-eight million (38,000,000) common shares with one cent ($0.01) par value (the “Common Shares”) and two million (2,000,000) preferred shares with one cent ($0.01) par value (“Preferred Shares”).

The express terms and provisions the Common Shares are as follows:

(a) The rights of the Common Shares shall be subject in all respects to the rights and preferences of the Preferred Shares, in the manner and to the extent provided in this Article Fourth.

(b) The Common Shares shall rank junior to the Preferred Shares with respect to the payment of dividends. Out of the assets of the Corporation available for dividends remaining after there shall have been paid or declared and set apart for payment full dividends on all shares ranking prior to the Common Shares with respect to the payment of dividends, and subject to the restrictions or limitations contained in the express terms and provisions of all shares ranking prior to the Common Shares with respect to the payment of dividends, dividends may be declared and paid upon the Common Shares, but only when and as determined by the Board of Directors.

(c) The Common Shares shall rank junior to the Preferred Shares with respect to payment upon dissolution, liquidation or sale of assets of the Corporation. Upon the dissolution, liquidation or sale of all or substantially all of the assets of the Corporation, after there shall have been paid to or set apart for holders of all shares ranking senior to the Common Shares the full preferential amounts to which they are respectively entitled, the holders of the Common Shares shall be entitled to receive pro rata all of the remaining assets of the Corporation available for distribution to its shareholders.

(d) The holders of Common Shares shall be entitled to one vote for each Common Share held by them respectively.

(e) No present or future holder of Common Shares shall, as such holder, have any preemptive rights in, or preemptive rights to purchase or subscribe to, any shares of the Corporation, or any bonds, debentures, or other securities convertible into any shares of the Corporation.

The Board of Directors shall have the authority by resolution to issue the shares of Preferred Shares from time to time on such terms as it may determine and to divide the Preferred Shares into one or more series and, in connection with the creation of any such series, to determine and fix by the resolution or resolutions providing for the issuance of shares thereof:

(a) the distinctive designation of such series, the number of shares which shall constitute such series, which number may be increased or decreased (but not below the number of shares then outstanding) from time to time by action of the Board of Directors, and the stated value thereof, if different from the par value thereof;

(b) the dividend rate, the times of payment of dividends on the shares of such series, whether dividends shall be cumulative, and, if so, from what date or dates, and the preference or relation which such dividends will bear to the dividends payable on any shares of stock of any other class or any other series of this class;

(c) the price or prices at which, and the terms and conditions on which, the shares of such series may be redeemed;

(d) whether or not the shares of such series shall be entitled to the benefit of a retirement or sinking fund to be applied to the purchase or redemption of such shares and, if so entitled, the amount of such fund and the terms and provisions relative to the operation thereof;

(e) whether or not the shares of such series shall be convertible into, or exchangeable for, any other shares of stock of the Corporation or any other securities and, if so convertible or exchangeable, the conversion price or prices, or the rates of exchange and any adjustments thereof, at which such conversion or exchange may be made, and any other terms and conditions of such conversion or exchange;

(f) the rights of the shares of such series in the event of voluntary or involuntary liquidation, dissolution or winding up, or upon any distribution of the assets of the Corporation;

(g) whether or not the shares of such series shall have priority over or parity with or be junior to the shares of

any other class or series in any respect, or shall be entitled to the benefit of limitations restricting (i) the creation of indebtedness of the Corporation, (ii) the issuance of shares of any other class or series having priority over or being on a parity with the shares of such series in any respect, or (iii) the payment of dividends on, the making of other distributions in respect of, or the purchase or redemption of shares of any other class or series on a parity with or ranking junior to the shares of such series as to dividends or assets, and the terms of any such restrictions, or any other restriction with respect to shares of any other class or series on a parity with or ranking junior to the shares of such series in any respect;

(h) whether such series shall have voting rights, in addition to any voting rights provided by law and, if so, the terms of such voting rights, which may be general or limited; and

(i) any other powers, designations, preferences and relative, participating, optional, or other special rights of such series, and the qualifications, limitations or restrictions thereof, to the full extent now or hereafter permitted by law.

The powers, designations, preferences and relative, participating, optional and other special rights of each series of Preferred Shares, and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other series at any time outstanding. All shares of any one series of Preferred Shares shall be identical in all respects with all other shares of such series, except that shares of any one series issued at different times may differ as to the dates from which dividends thereon shall be cumulative.

B. The designations, powers, preferences and rights relating to the “9.75% Series A Preferred Shares” are as follows:

1. Designation and Amount; Fractional Shares. The series of Preferred Shares shall be designated as the “9.75% Series A Preferred Shares” (the “Series A Preferred Shares”). The Series A Preferred Shares shall be perpetual and the authorized number of Series A Preferred Shares shall be 6,000 shares. The Series A Preferred Shares are issuable in whole shares only.

2. Dividends. Holders of Series A Preferred Shares shall be entitled to receive, when, as, and if declared by the Board of Directors of the Corporation or a duly authorized committee thereof out of funds of the Corporation legally available for payment, non-cumulative quarterly cash dividends at an annual rate of 9.75% of the liquidation preference of each share, or $2,437.50 per Series A Preferred Share per year. Notwithstanding the foregoing, from and after the occurrence of a Change of Control Event (as defined in Section 6 below), holders of the Series A Preferred Shares shall be entitled to receive, when, as and if declared by the Board of Directors of the Corporation or a duly authorized committee thereof out of funds of the Corporation legally available for payment of dividends, non-cumulative quarterly cash dividends at the annual rate of 10.75% of the liquidation preference of each share, or $2,687.50 per Series A Preferred Share per year, in lieu of, and not in addition to, the dividend rate set forth in the immediately preceding sentence.

Dividends on the Series A Preferred Shares are payable quarterly in arrears on the 15^th day of March, June, September and December of each year (each a “Dividend Payment Date”), when, as, and if declared, beginning on June 15, 2007. If any of those dates is not a New York business day, then the dividend payment date will be the next succeeding New York business day. “New York business day” means any day that is not a Saturday or Sunday and that, in New York City, is not a day on which banking institutions generally are authorized or obligated by law or executive order to be closed. The amount of dividends payable for any period will be computed on the basis of a 360-day year consisting of twelve 30-day months. Dividends shall be payable, in arrears, to holders of record as they appear on the shareholder register of the Corporation on each record date, which shall be the 1st day of the month in which such Dividend Payment Date occurs (each of which dates being a “Dividend Payment Record Date”). Dividends shall accrue from March 15, 2007 (the “Date of Original Issue”) or, if issued after the Date of Original Issue, from such date or from the most recent Dividend Payment Date (whether or not dividends have been paid on such Dividend Payment Date), whichever is later, and shall cease to accrue on the Series A Preferred Shares on the date of their redemption pursuant to

Section 6, unless the Corporation shall default in providing funds for the payment of the redemption price on the shares called for redemption pursuant thereto.

No dividends may be declared or paid or set apart for payment on any Parity Preferred Shares (as defined in Section 8 below) unless there shall also be or have been declared and paid or set apart for payment on the Series A Preferred Shares, dividends for the then-current quarterly dividend period of the Series A Preferred Shares ending on or before the dividend payment date of such Parity Preferred Shares, ratably in proportion to the respective amounts of dividends (x) accumulated, but without, in the case of non-cumulative shares, accumulation of unpaid dividends for prior dividend periods, and unpaid or payable on such Parity Preferred Shares, on the one hand, and (y) accumulated, but without, in the case of non-cumulative shares, accumulation of unpaid dividends for prior dividend periods, and unpaid through the dividend payment period or periods of the Series A Preferred Shares coinciding with or next preceding such dividend payment date, on the other hand.

So long as any Series A Preferred Shares shall be outstanding, no dividend (other than dividends or distributions paid in shares of, or options, warrants or rights to subscribe for or purchase shares of, the Common Shares of the Corporation or any other shares of the Corporation ranking, as to the payment of dividends and the distribution of assets upon dissolution, liquidation or winding up of the Corporation, junior to the Series A Preferred Shares), whether in cash or property, may be paid or declared or set apart, nor may any distribution be made on the Common Shares (or any other shares of the Corporation ranking, as to the payment of dividends, junior to the Series A Preferred Shares), unless dividends have been declared and paid or set apart on the Series A Preferred Shares for the then-current quarterly dividend period; provided, however, that the foregoing dividend preference shall not be cumulative and shall not in any way create any claim or right in favor of the holders of Series A Preferred Shares in the event that dividends have not been declared or paid or set apart on the Series A Preferred Shares in respect of any prior dividend period. If the full dividend on the Series A Preferred Shares is not paid for any quarterly dividend period, the holders of Series A Preferred Shares will have no claim in respect of the unpaid amount so long as no dividend (other than those referred to above) is paid on the Common Shares (or any other shares of the Corporation ranking, as to the payment of dividends, junior to the Series A Preferred Shares) for such dividend period.

The Corporation may, in its discretion, choose to pay dividends on the Series A Preferred Shares without the payment of any dividends on its Common Shares (or any of its other shares ranking, as to the payment of dividends, junior to the Series A Preferred Shares).

Holders of Series A Preferred Shares will not be entitled to any dividends, whether payable in cash or property, other than as herein provided and will not be entitled to interest, or any sum in lieu of interest, in respect of any dividend payment.

3. Liquidation Preference. The Series A Preferred Shares shall rank, as to liquidation, dissolution or winding up of the Corporation, prior to the Common Shares and any other shares of the Corporation ranking junior to the Series A Preferred Shares as to rights upon liquidation, dissolution or winding up of the Corporation, so that in the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the holders of the Series A Preferred Shares shall be entitled to receive out of the assets of the Corporation available for distribution to its shareholders, whether from capital, surplus or earnings, before any distribution is made to holders of Common Shares or any other such junior shares, an amount equal to the liquidation preference of $25,000 per share plus an amount equal to all dividends (whether or not earned or declared) accrued and unpaid for the then-current quarterly dividend period accrued to but excluding the date of final distribution, but without accumulation of unpaid dividends on the Series A Preferred Shares. The holders of the Series A Preferred

Shares shall not be entitled to receive the preferential amounts as aforesaid until the liquidation preference of any other shares of the Corporation ranking senior to the Series A Preferred Shares as to rights upon liquidation, dissolution or winding up shall have been paid (or a sum set aside therefor sufficient to provide for payment) in full. After payment of the full amount of the preferential amounts as aforesaid, the holders of Series A Preferred Shares will not be entitled to any further participation in any distribution of assets by the Corporation. If, upon any liquidation, dissolution or winding up of the Corporation, the assets of the Corporation, or proceeds thereof, distributable among the holders of Parity Preferred Shares and Series A Preferred Shares shall be insufficient to pay in full the preferential amounts payable thereon, then such assets, or the proceeds thereof, shall be distributable among such holders ratably in accordance with the respective amounts which would be payable on such shares if all amounts payable thereon were paid in full (but without, in the case of any non-cumulative Preferred Shares, accumulation of unpaid dividends for prior dividend periods). For the purposes hereof, neither a consolidation or merger of the Corporation with or into any other corporation, nor a merger of any other corporation with or into the Corporation, nor a sale, lease, exchange or transfer of all or substantially all of the Corporation’s assets shall be considered a liquidation, dissolution or winding up of the Corporation.

4. Conversion. The Series A Preferred Shares are not convertible into, or exchangeable for, other securities or property.

5. Voting Rights. The Series A Preferred Shares will have no voting rights, except as provided herein or as otherwise from time to time required by law.

The holders of the Corporation’s Series A Preferred Shares and any other classes or series of Preferred Shares the Corporation may issue (if the terms of any such class or series of Preferred Shares so provide), by majority vote (based on liquidation preference), voting together as a single class regardless of class or series, will be entitled to nominate two directors to serve on the Board of Directors of the Corporation if dividends on the Series A Preferred Shares or any such other classes or series of Preferred Shares the Corporation issues are not paid in an aggregate amount equal to at least six full quarterly dividend payments (whether or not consecutive). Promptly after the dividend payment date when such threshold is reached or such director’s term expires pursuant to clause (ii) in the next succeeding paragraph, the Corporation will call a meeting of the holders of Series A Preferred Shares and of any other classes or series of Preferred Shares entitled to vote with the holders of Series A Preferred Shares on the nomination of such directors, for the purpose of nominating two directors. The Corporation will appoint as directors persons from time to time nominated as directors by the holders of Series A Preferred Shares and any such other classes or series of Preferred Shares.

The directors nominated by holders of the Series A Preferred Shares and the holders of any other class or series of Preferred Shares entitled to vote with the holders of Series A Preferred Shares on the nomination of directors in the circumstances set forth in the preceding paragraph will be members of the Board of Directors of the Corporation and will have the same rights, duties and obligations of all other members of the Board of Directors of the Corporation. The term of each director appointed to the Board of Directors pursuant to the nomination of the holders of the Series A Preferred Shares and the holders of any other class or series of Preferred Shares entitled to vote with the holders of Series A Preferred Shares on the nomination of directors will continue until the earliest of (i) the first date as of which full dividends on the Series A Preferred Shares and any such other classes or series of Preferred Shares entitled to vote with the holders of the Series A Preferred Shares on the nomination of directors have been paid for at least four consecutive quarterly dividend periods (but subject always to the same provisions in the case of future missed six full quarterly dividend payments), (ii) the date on which such director resigns, dies or is removed either by the holders of Series A Preferred Shares and the holders of any such other classes or series of Preferred Shares entitled to vote with the

holders of Series A Preferred Shares on the nomination of directors, by majority vote (based on liquidation preference), voting together as a single class regardless of classes or series, either in writing or at a meeting duly called for such purpose, and (iii) the redemption of all of the Series A Preferred Shares. The holders of Series A Preferred Shares and the holders of any other classes or series of Preferred Shares entitled to vote with the holders of Series A Preferred Shares on the nomination of directors, by majority vote (based on liquidation preference), voting together as a single class, regardless of class or series will have the right, if the terms of such class or series of Preferred Shares so provide, to remove directors nominated by such holders and to fill vacancies.

Directors appointed to the Board of Directors pursuant to the nomination of holders of Series A Preferred Shares and the holders of any other class or series of Preferred Shares entitled to vote with the holders of Series A Preferred Shares on the nomination of directors will not receive the compensation paid to non-employee directors of the Corporation.

So long as any Series A Preferred Shares remain outstanding, the Corporation shall not, without the affirmative vote of the holders of at least a majority of the Series A Preferred Shares (based on liquidation preference):

(i) authorize, create or issue any capital shares of the Corporation ranking, as to dividends or upon liquidation, dissolution or winding up, prior to the Series A Preferred Shares, or reclassify any authorized capital shares of the Corporation into any such capital shares, or issue any obligation or security convertible into or evidencing the right to purchase any such capital shares;

(ii) amend the terms of these Series A Preferred Shares in the Amended and Restated Articles of Incorporation of the Corporation, whether by merger, consolidation or otherwise, so as to change the express terms, or add express terms, in a manner substantially prejudicial to holders of the Series A Preferred Shares; or

(iii) adopt any other amendment to the Amended and Restated Articles of Incorporation of the Corporation that requires a vote of the holders of the shares of a particular class pursuant to Section 1701.71(B) of the Ohio Revised Code.

Any increase in the amount of authorized Common Shares or other authorized Preferred Shares or any increase or decrease in the number of shares of any series of Preferred Shares or the authorization, creation and issuance of other classes or series of Common Shares or other shares, in each case ranking on a parity with or junior to the Series A Preferred Shares with respect to the payment of dividends and the distribution of assets upon liquidation, dissolution or winding up, shall not be deemed to be substantially prejudicial to the holders of the Series A Preferred Shares.

The foregoing voting provisions shall not apply if, at or prior to the time when the act with respect to which such vote would otherwise be required or upon which the holders of Series A Preferred Shares shall be entitled to vote shall be effected, all outstanding Series A Preferred Shares shall have been redeemed or called for redemption and sufficient funds shall have been deposited in trust to effect such redemption.

6. Redemption. Except as set forth in the immediately following paragraph, the Series A Preferred Shares shall not be redeemable prior to March 15, 2012. On or after that date, subject to the notice provisions set forth below and subject to any further limitations which may be imposed by law, the Corporation may redeem the Series A Preferred Shares, in whole or in part, at any time or from time to time, out of funds legally available therefor, at a redemption price equal to the liquidation preference per share plus an amount equal to the amount of the

accrued and unpaid dividends (whether or not earned or declared) from the Dividend Payment Date immediately preceding the redemption date to but excluding the redemption date, but without accumulation of undeclared dividends on the Series A Preferred Shares for prior dividend periods; provided, however, that, unless the Series A Preferred Shares shall be redeemed in whole, no redemption shall reduce the aggregate liquidation preference of the Series A Preferred Shares outstanding to less than $25,000,000. If less than all of the outstanding Series A Preferred Shares are to be redeemed, the Corporation will select the Series A Preferred Shares to be redeemed from the outstanding shares not previously called for redemption by lot or pro rata (as nearly as possible) in such manner as the Board of Directors deems equitable.

Notwithstanding the foregoing, within 90 days after the occurrence of a Change of Control Event (as defined below), subject to the notice provisions set forth below and subject to any further limitations which may be imposed by law, the Corporation may redeem the Series A Preferred Shares, in whole but not in part, out of funds legally available therefor, at a redemption price equal to the liquidation preference per share plus an amount equal to the amount of the accrued and unpaid dividends (whether or not earned or declared) from the Dividend Payment Date immediately preceding the redemption date to but excluding the redemption date, but without accumulation of undeclared dividends on the Series A Preferred Shares for prior dividend periods. For purposes hereof, a “Change of Control Event” shall mean the earliest date on which both of the following events have occurred: (i) any person or persons acting in concert or on behalf of any person(s) is or becomes the beneficial owner, directly or indirectly, of more than 50% of the capital stock of the Corporation then outstanding and normally entitled (without regard to the occurrence of any contingency) to vote in the election of directors (whether or not any necessary approvals therefore have been obtained) (a “Change of Control”); and (ii) within 90 days after public notice of the occurrence of a Change of Control (which period will be extended so long as any rating is under publicly announced consideration of possible downgrade by one of the Rating Agencies (as defined below)), any one of the Rating Agencies publicly announces that, in connection with, in anticipation of or as a result of, the occurrence of such Change of Control, such Rating Agency is withdrawing or downgrading the corporate credit rating of the Corporation to a rating below BB, in the case of S&P, Ba3, in the case of Moody’s, or BB, in the case of Fitch (or their respective equivalents at such time). For purposes hereof, “Rating Agencies” means Moody’s, S&P or Fitch.

In the event the Corporation shall redeem Series A Preferred Shares, written notice of such redemption shall be given by first class mail, postage prepaid, mailed not less than 30 days nor more than 60 days prior to the redemption date, to each holder of record of the shares to be redeemed at such holder’s address as the same appears on the shareholder register of the Corporation; provided, however, that no failure to give such notice nor any defect therein shall affect the validity of the proceeding for the redemption of any shares of Series A Preferred Shares to be redeemed except as to the holder to whom the Corporation has failed to mail said notice or except as to the holder whose notice was defective. Each such notice shall state: (a) the redemption date; (b) the number of Series A Preferred Shares to be redeemed and, if less than all the shares held by such holder are to be redeemed from such holder, the number of shares to be redeemed from such holder; (c) the redemption price and any accumulated and unpaid dividends to the redemption date; (d) the place or places where certificates for such shares are to be surrendered for payment of the redemption price; and (e) that dividends on the Series A Preferred Shares to be redeemed will cease to accrue on such redemption date (unless the Corporation shall default in providing funds for the payment of the redemption price of the shares called for redemption at the time and place specified in such notice).

The Corporation’s obligation to provide funds for the payment of the redemption price (and any accumulated and unpaid dividends to the redemption date) of the Series A Preferred Shares called for redemption shall be deemed fulfilled if, on or before a redemption date, the

Corporation shall deposit, with a bank or trust company, or an affiliate of a bank or trust company, having an office or agency in the United States and having a combined capital and surplus of at least $50,000,000, such funds sufficient to pay the redemption price (and any accumulated and unpaid dividends to the redemption date) of the Series A Preferred Shares called for redemption, in trust for the account of the holders of the Series A Preferred Shares to be redeemed (and so as to be and continue to be available therefor), with irrevocable instructions and authority to such bank or trust company that such funds be delivered upon redemption of the Series A Preferred Shares so called for redemption.

Subject to applicable escheat laws, any moneys so set aside by the Corporation and unclaimed at the end of two years from the redemption date shall revert to the general funds of the Corporation, after which reversion the holders of such shares so called for redemption shall look only to the general funds of the Corporation for the payment of the amounts payable upon such redemption. Any interest accrued on funds so deposited shall be paid to the Corporation from time to time.

The Series A Preferred Shares will not be subject to any mandatory redemption, sinking fund or other similar provisions. In addition, holders of Series A Preferred Shares will have no right to require redemption of any Series A Preferred Shares.

Series A Preferred Shares that have been issued and reacquired in any manner, including shares purchased or redeemed, shall (to the extent then permitted under the applicable provisions of the laws of the State of Ohio, which currently provides that such shares are deemed retired) have the status of authorized and unissued shares of the class of Preferred Shares undesignated as to series and may be redesignated and reissued as part of any series of Preferred Shares.

7. Amendment of Resolution. The Board of Directors of the Corporation, or a duly constituted committee thereof, reserves the right from time to time to increase or decrease the number of shares that constitute the Series A Preferred Shares (but not below the number of shares thereof then outstanding) and in other respects to amend the terms of the Series A Preferred Shares within the limitations provided by law, this Article Fourth, Part B and the Amended and Restated Articles of Incorporation of the Corporation.

8. Rank. Any shares of any class or classes or series of the Corporation shall be deemed to rank:

(a) prior to the Series A Preferred Shares, either as to dividends or upon liquidation, dissolution or winding up, or both, if the holders of shares of such class or classes or series shall be entitled by the terms thereof to the receipt of dividends or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Series A Preferred Shares (but not solely because dividends thereon shall be cumulative);

(b) on a parity with the Series A Preferred Shares, either as to dividends or upon liquidation, dissolution or winding up, or both, whether or not the dividend rates, dividend payment dates, or redemption or liquidation prices per share thereof be different from those of the Series A Preferred Shares, if the holders of shares of such class or classes or series shall be entitled by the terms thereof to the receipt of dividends or of amounts distributed upon liquidation, dissolution or winding up, as the case may be, in proportion to their respective dividend rates or liquidation prices, without preference or priority of one over the other as between the holders of such shares and the holders of Series A Preferred Shares (the term “Parity Preferred Shares” being used to refer to any shares on a parity with the Series A Preferred Shares, either as to dividends or upon liquidation, dissolution or winding up, or both, as the context may require); and

(c) junior to the Series A Preferred Shares, either as to dividends or upon liquidation, dissolution or winding up, or both, if such class or classes or series shall be Common Shares or if the holders of the Series A Preferred Shares shall be entitled to the receipt of dividends or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of shares of such class or classes or series.

9. General Provisions.

(a) The term “outstanding,” when used with reference to Series A Preferred Shares, shall mean issued Series A Preferred Shares, excluding Series A Preferred Shares held by the Corporation or any subsidiary of the Corporation, if any.

(b) The headings of the sections of the terms of the Series A Preferred Shares are for convenience of reference only and shall not define, limit or affect any of the provisions hereof.

EX-4.1

Exhibit 4.1

Certificate No. 0-A For Zero (0) Shares Issued to Specimen Dated 20 FROM WHOM TRANSFERRED Specimen Dated 20 No. Original Certificate No. Original Shares No. of Shares Transferred Received Certificate No. 0-A For Zero (0) Shares this day of 20

CERTIFICATE NO 0-A

SHARES 0

CUSIP No. 55305B309

M/I HOMES, INC.

INCORPORTATED UNDER THE LAWS OF THE STATE OF OHIO

Authorized Shares Shares Par value $.01 Each

This Certifies that Specimen is the holder of Zero (0) shares of 9.75% Series A Preferred Shares of M/I Homes, Inc.

Fully paid and non-assessable, transferable only on the books of the Company by the holder hereof in person or by Attorney, upon surrender of this Certificate properly endorsed.

In Witness Whereof, the said Corporation has caused this Certificate to be signed by its duly authorized officers and its Corporate seal to be hereunto affixed.

Dated this day of 20

Specimen Secretary Specimen President

Dayton Legal Blank Inc. Form 70036

NOTICE: The signature of this Assignment must correspond with the name as written upon the face of this Certificate, in every particular without alteration or enlargement, or any changes whatever.

FOR VALUE RECEIVED, hereby sell, assign and transfer unto

Shares represented by the within Certificate, and do hereby irrevocably constitute and appoint Attorney, to transfer the said Shares on the books of the within named Corporation, with full power of substitution in the premises.

Dated 20

In Presence of

CERTIFICATE

For

0

SHARES or

9.75% Series A

Preferred Shares,

Par Value $.01 per share

ISSUED TO

Specimen

DATED

Specimen

The express terms of the shares evidenced by this certificate and of the other class or classes and series of shares, which the Corporation is authorized to issue are contained in the Corporation’s Amended and Restated Articles of Incorporation and Amended and Restated Regulations. The Corporation will send to any shareholder without charge a copy of such terms within five (5) days after receipt of a written request therefor.

EX-99.1

Exhibit 99.1

M/I HOMES, INC.,

COMPUTERSHARE SHAREHOLDER SERVICES, INC. AND COMPUTERSHARE TRUST

COMPANY, N.A.,

AS DEPOSITARY,

AND

THE HOLDERS FROM TIME TO TIME OF

THE DEPOSITARY RECEIPTS DESCRIBED HEREIN

RELATING TO 9.75% SERIES A PREFERRED SHARES

DEPOSIT AGREEMENT

Dated as of March     , 2007

TABLE OF CONTENTS

		Page
ARTICLE I
DEFINITIONS
ARTICLE II
FORM OF RECEIPTS, DEPOSIT OF SHARES,
EXECUTION AND DELIVERY, TRANSFER,
SURRENDER AND REDEMPTION OF RECEIPTS
SECTION 2.1.	Form and Transfer of Receipts	2
SECTION 2.2.	Deposit of Preferred Shares; Execution and Delivery of Receipts in Respect Thereof	4
SECTION 2.3.	Registration of Transfer of Receipts	4
SECTION 2.4.	Split-ups and Combinations of Receipts; Surrender of Receipts and Withdrawal of Preferred Shares	4
SECTION 2.5.	Limitations on Execution and Delivery, Transfer, Surrender and Exchange of Receipts	5
SECTION 2.6.	Lost Receipts, etc.	6
SECTION 2.7.	Cancellation and Destruction of Surrendered Receipts	6
SECTION 2.8.	Redemption of Preferred Shares	6
SECTION 2.9.	CSS Bank Account Disclosure	7
ARTICLE III
CERTAIN OBLIGATIONS OF HOLDERS OF RECEIPTS AND THE COMPANY
SECTION 3.1.	Filing Proofs, Certificates and Other Information	8
SECTION 3.2.	Payment of Taxes or Other Governmental Charges	8
SECTION 3.3.	Warranty as to Preferred Shares	8
ARTICLE IV
THE DEPOSITED SECURITIES; NOTICES
SECTION 4.1.	Cash Distributions	8
SECTION 4.2.	Distributions Other than Cash, Rights, Preferences or Privileges	8
SECTION 4.3.	Subscription Rights, Preferences or Privileges	9
SECTION 4.4.	Notice of Dividends, etc.; Fixing Record Date for Holders of Receipts	10
SECTION 4.5.	Voting Rights	10

-i-

		Page
SECTION 4.6.	Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc.	10
SECTION 4.7.	Delivery of Reports	11
SECTION 4.8.	List of Receipt Holders	11
ARTICLE V
THE DEPOSITARY, THE DEPOSITARY’S AGENTS, THE REGISTRAR AND THE COMPANY
SECTION 5.1.	Maintenance of Offices, Agencies and Transfer Books by the Depositary; Registrar	11
SECTION 5.2.	Prevention of or Delay in Performance by the Depositary, the Depositary’s Agents, the Registrar or the Company	12
SECTION 5.3.	Obligation of the Depositary, the Depositary’s Agents, the Registrar and the Company	12
SECTION 5.4.	Resignation and Removal of the Depositary; Appointment of Successor Depositary	14
SECTION 5.5.	Corporate Notices and Reports	15
SECTION 5.6.	Indemnification by the Company	15
SECTION 5.7.	Charges and Expenses	15
SECTION 5.8.	Tax Compliance	15
ARTICLE VI
AMENDMENT AND TERMINATION
SECTION 6.1.	Amendment	16
SECTION 6.2.	Termination	16
ARTICLE VII
MISCELLANEOUS
SECTION 7.1.	Counterparts	17
SECTION 7.2.	Exclusive Benefit of Parties	17
SECTION 7.3.	Invalidity of Provisions	17
SECTION 7.4.	Notices	17
SECTION 7.5.	Appointment of Registrar	18
SECTION 7.6.	Holders of Receipts Are Parties	19
SECTION 7.7.	Governing Law	18
SECTION 7.8.	Inspection of Deposit Agreement	18
SECTION 7.9.	Headings	18

-ii-

DEPOSIT AGREEMENT, dated as of March     , 2007, among M/I HOMES, INC., an Ohio corporation (the “Company”), COMPUTERSHARE SHAREHOLDER SERVICES, INC., a Delaware corporation and its wholly-owned subsidiary, COMPUTERSHARE TRUST COMPANY, N.A. (individually “CSS” and the “Trust Company,” respectively, or collectively the “Depositary”), and the holders from time to time of the Receipts described herein.

WHEREAS, it is desired to provide, as hereinafter set forth in this Deposit Agreement, for the deposit of Preferred Shares of the Company with the Depositary for the purposes set forth in this Deposit Agreement and for the issuance hereunder of Receipts evidencing Depositary Shares in respect of the Preferred Shares so deposited; and

WHEREAS, the Receipts are to be substantially in the form of Exhibit A annexed hereto, with appropriate insertions, modifications and omissions, as hereinafter provided in this Deposit Agreement;

NOW, THEREFORE, in consideration of the promises contained herein, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS

The following definitions shall, for all purposes, unless otherwise indicated, apply to the respective terms used in this Deposit Agreement:

“Deposit Agreement” shall mean this Deposit Agreement, as amended or supplemented from time to time.

“Depositary” shall have the meaning set forth in the preamble hereto and any successor as Depositary hereunder.

“Depositary Shares” shall mean Depositary Shares, each representing 1/1,000 of a Preferred Share and evidenced by a Receipt.

“Depositary’s Agent” shall mean one or more agents appointed by the Depositary pursuant to Section 5.1 and shall include the Registrar if such Registrar is not the Depositary.

“Depositary’s Office” shall mean any office of the Depositary at which at any particular time its depositary receipt business shall be administered.

“Preferred Shares” shall mean the Company’s 9.75% Series A Preferred Shares, par value $0.01 per share.

“Receipt” shall mean one of the Depositary Receipts, substantially in the form set forth as Exhibit A hereto, issued hereunder, whether in definitive or temporary form and evidencing the number of Depositary Shares held of record by the record holder of such Depositary Shares. If the context so requires, the term “Receipt” shall be deemed to include the DTC Receipt (as defined in Section 2.1(c) hereof).

“record holder” or “holder” as applied to a Receipt shall mean the person in whose name a Receipt is registered on the books of the Depositary maintained for such purpose.

“Registrar” shall mean the Depositary or such other bank or trust company which shall be appointed to register ownership and transfers of Receipts as herein provided.

“Securities Act” shall mean the Securities Act of 1933, as amended.

ARTICLE II

FORM OF RECEIPTS, DEPOSIT OF SHARES,

EXECUTION AND DELIVERY, TRANSFER,

SURRENDER AND REDEMPTION OF RECEIPTS

SECTION 2.1. Form and Transfer of Receipts. The Company and the Depositary shall make application to The Depository Trust Company (“DTC”) for acceptance of all or a portion of the Receipts for its book-entry settlement system. The Company hereby appoints the Depositary acting through any authorized officer thereof as its attorney-in-fact, with full power to delegate, for purposes of executing any agreements, certifications or other instruments or documents necessary or desirable in order to effect the acceptance of such Receipts for DTC eligibility. So long as the Receipts are eligible for book-entry settlement with DTC, unless otherwise required by law, all Depositary Shares to be traded on the New York Stock Exchange with book-entry settlement through DTC shall be represented by a single receipt (the “DTC Receipt”), which shall be deposited with DTC (or its designee) evidencing all such Depositary Shares and registered in the name of the nominee of DTC (initially expected to be Cede & Co.). The Depositary or such other entity as is agreed to by DTC may hold the DTC Receipt as custodian for DTC as may be instructed by Company. Ownership of beneficial interests in the DTC Receipt shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) DTC or its nominee for such DTC Receipt or (ii) institutions that have accounts with DTC. If DTC subsequently ceases to make its book-entry settlement system available for the Receipts, the Company may instruct the Depositary regarding making other arrangements for book-entry settlement. In the event that the Receipts are not eligible for book-entry form, upon instruction from the Company, the Depositary shall provide written instructions to DTC to deliver to the Depositary for cancellation the DTC Receipt, and the Company shall instruct the Depositary to deliver to the beneficial owners of the Depositary Shares previously evidenced by the DTC definitive Receipts in physical form evidencing such Depositary Shares. Such definitive Receipts shall be in substantially the form annexed hereto as Exhibit A, with appropriate insertions, modifications and omissions, as hereafter provided.

The beneficial owners of Depositary Shares shall, except as stated above with respect to Depositary Shares in book-entry form represented by the DTC Receipt, be entitled to receive Receipts in physical, certificated form as herein provided.

The definitive Receipts shall be engraved or printed or lithographed on steel-engraved borders, with appropriate insertions, modifications and omissions, as hereinafter provided, if and to the extent required by any securities exchange on which the Receipts are listed. The DTC Receipt shall bear such legend or legends as may be required by DTC in order for it to accept the Depositary Shares for its book-entry settlement system. Pending the preparation of definitive Re-

-2-

ceipts or if definitive Receipts are not required by any securities exchange on which the Receipts are listed, the Depositary, upon the written order of the Company, delivered in compliance with Section 2.2 hereof, shall execute and deliver temporary Receipts which are printed, lithographed, typewritten, mimeographed or otherwise substantially of the tenor of the definitive Receipts in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the persons executing such Receipts may determine, as evidenced by their execution of such Receipts. If temporary Receipts are issued, the Company and the Depositary will cause definitive Receipts to be prepared without unreasonable delay. After the preparation of definitive Receipts, the temporary Receipts shall be exchangeable for definitive Receipts upon surrender of the temporary Receipts at the Depositary’s Office or at such other place or places as the Depositary shall determine, without charge to the holder. Upon surrender for cancellation of any one or more temporary Receipts, the Depositary shall execute and deliver in exchange therefor definitive Receipts representing the same number of Depositary Shares as represented by the surrendered temporary Receipt or Receipts. Such exchange shall be made at the Company’s expense and without any charge to the holder therefor. Until so exchanged, the temporary Receipts shall in all respects be entitled to the same benefits under this Deposit Agreement, and with respect to the Preferred Shares, as definitive Receipts.

Receipts shall be executed by the Depositary by the manual and/or facsimile signature of a duly authorized officer of the Depositary. No Receipt shall be entitled to any benefits under this Deposit Agreement or be valid or obligatory for any purpose unless it shall have been executed in accordance with the foregoing sentence. The Depositary shall record on its books each Receipt so signed and delivered as hereinafter provided.

Receipts shall be in denominations of any number of whole Depositary Shares. The Company shall deliver to the Depositary from time to time such quantities of Receipts as the Depositary may request to enable the Depositary to perform its obligations under this Deposit Agreement.

Receipts may be endorsed with or have incorporated in the text thereof such legends or recitals or changes not inconsistent with the provisions of this Deposit Agreement as may be required by the Company or required to comply with any applicable law or any regulation thereunder or with the rules and regulations of any securities exchange upon which the Preferred Shares, the Depositary Shares or the Receipts may be listed or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to which any particular Receipts are subject, all as directed by the Company.

Title to Depositary Shares evidenced by a Receipt which is properly endorsed or accompanied by a properly executed instrument of transfer shall be transferable by delivery with the same effect as in the case of a negotiable instrument; provided, however, that until transfer of a Receipt shall be registered on the books of the Depositary as provided in Section 2.3, the Depositary may, notwithstanding any notice to the contrary, treat the record holder thereof at such time as the absolute owner thereof for the purpose of determining the person entitled to distributions of dividends or other distributions or to any notice provided for in this Deposit Agreement and for all other purposes.

-3-

SECTION 2.2. Deposit of Preferred Shares; Execution and Delivery of Receipts in Respect Thereof. Subject to the terms and conditions of this Deposit Agreement, the Company may from time to time deposit Preferred Shares under this Deposit Agreement by delivery to the Depositary of a certificate or certificates for the Preferred Shares to be deposited, properly endorsed or accompanied, if required by the Depositary, by a duly executed instrument of transfer or endorsement, in form satisfactory to the Depositary, together with (i) all such certifications or opinions as may be required by the Depositary in accordance with the provisions of this Deposit Agreement, including the resolutions of the Board of Directors of the Company, as certified by the Secretary or any Assistant Secretary of the Company on the date thereof as being as being complete, accurate and in effect, relating to issuance and sale of the Preferred Shares, (ii) a letter of counsel to the Company authorizing reliance on such counsel’s opinions delivered to the underwriters named therein relating to (A) the existence and good standing of the Company, (B) the due authorization of the Depositary Shares and the status of the Depositary Shares as validly issued, fully paid and non-assessable, and (C) the effectiveness of any registration statement under the Securities Act relating to the Depositary Shares, and (iii) a written letter of instruction of the Company or such holder, as the case may be, directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order a Receipt or Receipts for the number of Depositary Shares representing such deposited Preferred Shares. Deposited Preferred Shares shall be held by the Depositary at the Depositary’s Office or at such other place or places as the Depositary shall determine. Upon receipt by the Depositary of a certificate or certificates for Preferred Shares deposited in accordance with the provisions of this Section, together with the other documents required as above specified, and upon recordation of the Preferred Shares on the books of the Company in the name of the Depositary or its nominee, the Depositary, subject to the terms and conditions of this Deposit Agreement, shall execute and deliver, to or upon the order of the person or persons named in the written order delivered to the Depositary referred to in the first paragraph of this Section 2.2, a Receipt or Receipts for the whole number of Depositary Shares representing, in the aggregate, the Preferred Shares so deposited and registered in such name or names as may be requested by such person or persons. The Depositary shall execute and deliver such Receipt or Receipts at the Depositary’s Office or such other offices, if any, as the Depositary may designate. Delivery at other offices shall be at the risk and expense of the person requesting such delivery.

SECTION 2.3. Registration of Transfer of Receipts. Subject to the terms and conditions of applicable law and of this Deposit Agreement, the Depositary shall register on its books from time to time transfers of Receipts upon any surrender thereof by the holder in person or by a duly authorized attorney, agent or representative, properly endorsed or accompanied by a properly executed instrument of transfer including a guarantee of the signature thereon by a participant in a signature guarantee medallion program approved by the Securities Transfer Association (“Signature Guarantee”). Thereupon, the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number of Depositary Shares as those evidenced by the Receipt or Receipts surrendered and deliver such new Receipt or Receipts to or upon the order of the person entitled thereto.

SECTION 2.4. Split-ups and Combinations of Receipts; Surrender of Receipts and Withdrawal of Preferred Shares. Upon surrender of a Receipt or Receipts at the Depositary’s Office or at such other offices as it may designate for the purpose of effecting a split-up or combination of such Receipt or Receipts, and subject to the terms and conditions of applicable law and of this Deposit Agreement, the Depositary shall execute and deliver a new Receipt or Receipts in the authorized denomination or denominations requested, evidencing the aggregate number of Depositary

-4-

Shares evidenced by the Receipt or Receipts surrendered; provided, however, that the Depositary shall not issue any Receipt evidencing a fractional Depositary Share. Any holder of a Receipt or Receipts representing any number of whole Preferred Shares may (unless the related Depositary Shares have previously been called for redemption) withdraw the Preferred Shares and all money and other property, if any, represented thereby by surrendering such Receipt or Receipts at the Depositary’s Office or at such other offices as the Depositary may designate for such withdrawals and paying any unpaid amount due the Depositary. If such holder’s Depositary Shares are being held by DTC or its nominee pursuant to Section 2.1 hereof, such holder shall request withdrawal from the book-entry system of Receipts representing any number of whole Preferred Shares. Thereafter, without unreasonable delay, the Depositary shall deliver to such holder or to the person or persons designated by such holder as hereinafter provided the number of whole Preferred Shares and all money and other property, if any, represented by the Receipt or Receipts so surrendered for withdrawal, but holders of such whole Preferred Shares will not thereafter be entitled to deposit such Preferred Shares hereunder or to receive Depositary Shares therefor. If a Receipt delivered by the holder to the Depositary in connection with such withdrawal shall evidence a number of Depositary Shares in excess of the number of Depositary Shares representing the number of whole Preferred Shares to be so withdrawn, the Depositary shall at the same time, in addition to such number of whole Preferred Shares and such money and other property, if any, to be so withdrawn, deliver to such holder, or upon his order, a new Receipt evidencing such excess number of Depositary Shares; provided, however, that the Depositary shall not issue any Receipt evidencing a fractional Depositary Share.

Delivery of the Preferred Shares and money and other property being withdrawn may be made by the delivery of such certificates, documents of title and other instruments as the Depositary may deem appropriate, which, if required by the Depositary, shall be properly endorsed or accompanied by proper instruments of transfer.

If the Preferred Shares and the money and other property being withdrawn are to be delivered to a person or persons other than the record holder of the Receipt or Receipts being surrendered for withdrawal of Preferred Shares, such holder shall execute and deliver to the Depositary a written order so directing the Depositary and the Depositary may require that the Receipt or Receipts surrendered by such holder for withdrawal of such Preferred Shares be properly endorsed in blank or accompanied by a properly executed instrument of transfer in blank with a medallion guarantee.

Delivery of the Preferred Shares by the Depositary and delivery of the money and other property, if any, represented by Receipts surrendered for withdrawal by CSS shall be made by the Depositary at the Depositary’s Office, except that, at the request, risk and expense of the holder surrendering such Receipt or Receipts and for the account of the holder thereof, such delivery may be made at such other place as may be designated by such holder.

SECTION 2.5. Limitations on Execution and Delivery, Transfer, Surrender and Exchange of Receipts. As a condition precedent to the execution and delivery, registration of transfer, split-up, combination, surrender or exchange of any Receipt, the Depositary, any of the Depositary’s Agents or the Company may require payment to it of a sum sufficient for the payment (or, in the event that the Depositary or the Company shall have made such payment, the reimbursement to it) of any charges or expenses payable by the holder of a Receipt pursuant to Sections 3.2 and 5.7

-5-

hereof, may require the production of evidence satisfactory to it as to the identity and genuineness of any signature including a Signature Guarantee, and may also require compliance with such regulations, if any, as the Depositary or the Company may establish consistent with the provisions of this Deposit Agreement. The deposit of Preferred Shares may be refused, the delivery of Receipts against Preferred Shares may be suspended, the registration of transfer of Receipts may be refused and the registration of transfer, surrender or exchange of outstanding Receipts may be suspended (i) during any period when the register of shareholders of the Company is closed, or (ii) if any such action is deemed necessary or advisable by the Depositary, any of the Depositary’s Agents or the Company at any time or from time to time because of any requirement of law or of any government or governmental body or commission or under any provision of this Deposit Agreement.

SECTION 2.6. Lost Receipts, etc. In case any Receipt shall be mutilated, destroyed, lost or stolen, the Depositary in its reasonable discretion may execute and deliver a Receipt of like form and tenor in exchange and substitution for such mutilated Receipt, or in lieu of and in substitution for such destroyed, lost or stolen Receipt, upon (i) the filing by the holder thereof with the Depositary of evidence reasonably satisfactory to the Depositary of such destruction or loss or theft of such Receipt, of the authenticity thereof and of his or her ownership thereof, (ii) the furnishing of the Depositary with reasonable indemnification and the provision of an open penalty surety bond satisfactory to the Depositary and holding it and the Company harmless, and (iii) the payment of any reasonable expense (including reasonable fees, charges and expenses of the Depositary) in connection with such execution and delivery.

SECTION 2.7. Cancellation and Destruction of Surrendered Receipts. All Receipts surrendered to the Depositary or any Depositary’s Agent shall be cancelled by the Depositary. Except as prohibited by applicable law or regulation, the Company is authorized to destroy all Receipts so cancelled.

SECTION 2.8. Redemption of Preferred Shares. Whenever the Company shall be permitted and shall elect to redeem Preferred Shares in accordance with the provisions of the Company’s Amended and Restated Articles of Incorporation, it shall (unless otherwise agreed to in writing with the Depositary) give or cause to be given to the Depositary not less than 45 days notice of the date of such proposed redemption or exchange of Preferred Shares and of the number of such shares held by the Depositary to be so redeemed and the applicable redemption price, as set forth in the Amended and Restated Articles of Incorporation which notice shall be accompanied by a certificate from the Company stating that such redemption of Preferred Shares is in accordance with the provisions of the Company’s Amended and Restated Articles of Incorporation. On the date of such redemption, provided that the Company shall then have paid or caused to be paid in full to CSS the redemption price of the Preferred Shares to be redeemed, plus an amount equal to any accrued and unpaid dividends thereon to the date fixed for redemption, in accordance with the provisions of the Amended and Restated Articles of Incorporation the Depositary shall redeem the number of Depositary Shares representing such Preferred Shares. The Depositary shall mail notice of the Company’s redemption of Preferred Shares and the proposed simultaneous redemption of the number of Depositary Shares representing the Preferred Shares to be redeemed by first-class mail, postage prepaid, not less than 30 and not more than 60 days prior to the date fixed for redemption of such Preferred Shares and Depositary Shares (the “Redemption Date”) to the record holders of the Receipts evidencing the Depositary Shares to be so redeemed, at the address of such holders as they appear on the records of the Depositary; but neither failure to mail any such notice of redemption of Depositary Shares to one or more such holders nor any defect in any notice of redemption of Depositary Shares to one or more such holders shall affect the sufficiency of the proceedings for redemption as to the other holders. The Company will provide the Depositary with the informa

-6-

tion necessary for the Depositary to prepare such notice and each such notice shall state: (i) the Redemption Date; (ii) the number of Depositary Shares to be redeemed and, if fewer than all the Depositary Shares held by any such holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; (iii) the redemption price per Depositary Share; (iv) the place or places where Receipts evidencing Depositary Shares are to be surrendered for payment of the redemption price; and (v) that dividends in respect of the Preferred Shares represented by the Depositary Shares to be redeemed will cease to accrue on such Redemption Date and will bear no interest. In case fewer than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed shall be determined pro rata or by lot in a manner required by any exchange upon which the Depositary Shares are listed or as otherwise determined by the Board of Directors of the Company. Notice having been mailed by the Depositary as aforesaid, from and after the Redemption Date (unless the Company shall have failed to provide the funds necessary to redeem the Preferred Shares evidenced by the Depositary Shares called for redemption) (i) dividends on the Preferred Shares so called for redemption shall cease to accrue from and after such date, (ii) the Depositary Shares being redeemed from such proceeds shall be deemed no longer to be outstanding, (iii) all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price) shall, to the extent of such Depositary Shares, cease and terminate and (iv) upon surrender of the Receipts evidencing any such Depositary Shares called for redemption in accordance with such redemption notice (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed by the Depositary at a redemption price per Depositary Share equal to the same fraction of the redemption price per share paid with respect to the Preferred Shares as the fraction each Depositary Share represents of a Preferred Shares plus the same fraction of all money and other property, if any, represented by such Depositary Shares, including all amounts paid by the Company in respect of dividends which on the Redemption Date have accumulated on the Preferred Shares to be so redeemed and have not theretofore been paid. Any funds deposited by the Company with CSS for any Depositary Shares that the holders thereof fail to redeem will, upon the written request of the Company, be returned to the Company after a period of five years from the date such funds are so deposited.

If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, CSS will deliver to the holder of such Receipt upon its surrender to the Depositary, together with the redemption payment, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption; provided, however, that the Depositary shall not issue any Receipt evidencing a fractional Depositary Share.

SECTION 2.9 CSS Bank Account Disclosure. The Company acknowledges that the bank accounts maintained by CSS in connection with the services provided under this Deposit Agreement will be in CSS’s name and that CSS may receive investment earnings in connection with the investments at CSS’s risk and for its benefit of funds held in those accounts from time to time.

-7-

ARTICLE III

CERTAIN OBLIGATIONS OF HOLDERS

OF RECEIPTS AND THE COMPANY

SECTION 3.1. Filing Proofs, Certificates and Other Information. Any holder of a Receipt may be required from time to time to file such proof of residence, or other matters or other information, to execute such certificates and to make such representations and warranties as the Depositary or the Company may reasonably deem necessary or proper or otherwise reasonably request. Subject to applicable law, the Depositary or the Company may withhold the delivery, or delay the registration of transfer, redemption or exchange, of any Receipt or the withdrawal or conversion of the Preferred Shares represented by the Depositary Shares evidenced by any Receipt or the distribution of any dividend or other distribution or the sale of any rights or of the proceeds thereof until such proof or other information is filed or such certificates are executed or such representations and warranties are made.

SECTION 3.2. Payment of Taxes or Other Governmental Charges. Holders of Receipts shall be obligated to make payments to CSS of certain charges and expenses, as provided in Section 5.7 hereof. Subject to applicable law, registration of transfer of any Receipt or any withdrawal of Preferred Shares and all money or other property, if any, represented by the Depositary Shares evidenced by such Receipt may be refused until any such payment due is made, and any dividends, interest payments or other distributions may be withheld or any part of or all the Preferred Shares or other property represented by the Depositary Shares evidenced by such Receipt and not theretofore sold may be sold for the account of the holder thereof (after attempting by reasonable means to notify such holder prior to such sale), and such dividends, interest payments or other distributions or the proceeds of any such sale may be applied to any payment of such charges or expenses, the holder of such Receipt remaining liable for any deficiency.

SECTION 3.3. Warranty as to Preferred Shares. The Company hereby represents and warrants that the Preferred Shares, when issued, will be duly authorized, validly issued, fully paid and nonassessable. Such representation and warranty shall survive the deposit of the Preferred Shares and the issuance of Receipts.

ARTICLE IV

THE DEPOSITED SECURITIES; NOTICES

SECTION 4.1. Cash Distributions. Whenever CSS shall receive any cash dividend or other cash distribution on Preferred Shares, CSS shall, subject to Sections 3.1 and 3.2 hereof, distribute to record holders of Receipts on the record date fixed pursuant to Section 4.4 hereof such amounts of such dividend or distribution as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holders; provided, however, that, in case the Company or CSS shall be required to withhold and shall withhold from any cash dividend or other cash distribution in respect of the Preferred Shares an amount on account of taxes or as otherwise required by law, regulation or court process, the amount made available for distribution or distributed in respect of Depositary Shares shall be reduced accordingly. In the event that the calculation of any such cash dividend or other cash distribution to be paid to any record holder on the aggregate number of Depositary Receipts held by such holder results in an amount which is a fraction of a cent, the amount CSS shall distribute to such record holder shall be rounded to the next highest whole cent if such fraction of a cent is equal to or greater than $.005; otherwise such fractional interest shall be disregarded; and, upon request of CSS, the Company shall pay the additional amount to CSS for distribution.

SECTION 4.2. Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depositary

-8-

shall receive any distribution other than cash, rights, preferences or privileges upon Preferred Shares, the Depositary shall, subject to Sections 3.1 and 3.2 hereof, distribute to record holders of Receipts on the record date fixed pursuant to Section 4.4 hereof such amounts of the securities or property received by it as are, as nearly as may be practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holders, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such record holders, or if for any other reason (including any requirement that the Company or the Depositary withhold an amount on account of taxes) the Depositary deems (after consultation with the Company) such distribution not to be feasible, the Depositary may, with the approval of the Company, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, at such place or places and upon such terms as it may deem equitable and appropriate. The net proceeds of any such sale shall, subject to Sections 3.1 and 3.2 hereof, be distributed or made available for distribution, as the case may be, by the Depositary to record holders of Receipts as provided by Section 4.1 in the case of a distribution received in cash.

SECTION 4.3. Subscription Rights, Preferences or Privileges. If the Company shall at any time offer or cause to be offered to the persons in whose names Preferred Shares are recorded on the books of the Company any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, the offering of such rights, preferences or privileges shall in each such instance be communicated to the Depositary and thereafter made available by the Depositary to the record holders of Receipts in such manner as the Depositary may determine, either by the issue to such record holders of warrants representing such rights, preferences or privileges or by such other method as may be approved by the Depositary in its discretion with the approval of the Company; provided, however, that (i) if at the time of issue or offer of any such rights, preferences or privileges the Depositary determines that it is not lawful or (after consultation with the Company) not feasible to make such rights, preferences or privileges available to holders of Receipts by the issue of warrants or otherwise, or (ii) if and to the extent so instructed by holders of Receipts who do not desire to execute such rights, preferences or privileges, then CSS, in its discretion (with approval of the Company, in any case where the Depositary has determined that it is not feasible to make such rights, preferences or privileges available), may, if applicable laws or the terms of such rights, preferences or privileges permit such transfer, sell such rights, preferences or privileges at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.1 and 3.2 hereof, be distributed by CSS to the record holders of Receipts entitled thereto as provided by Section 4.1 hereof in the case of a distribution received in cash. If registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required in order for holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, the Company will file promptly a registration statement pursuant to the Securities Act with respect to such rights, preferences or privileges and securities and use its best efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until it has received written notice from the Company that such registration statement shall have become effective, or that the offering and sale of such securities to

-9-

such holders are exempt from registration under the provisions of the Securities Act and the Company shall have provided to the Depositary an opinion of counsel reasonably satisfactory to the Depositary to such effect.

If any other action under the laws of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to holders of Receipts, the Company will use its reasonable best efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges.

SECTION 4.4. Notice of Dividends, etc.; Fixing Record Date for Holders of Receipts. Whenever any cash dividend or other cash distribution shall become payable or any distribution other than cash shall be made, or if rights, preferences or privileges shall at any time be offered, with respect to Preferred Shares, or whenever the Depositary shall receive notice of any meeting at which holders of Preferred Shares are entitled to vote or of which holders of Preferred Shares are entitled to notice, or whenever the Depositary and the Company shall decide it is appropriate, the Depositary shall in each such instance fix a record date (which shall be the same date as the record date fixed by the Company with respect to or otherwise in accordance with the terms of the Preferred Shares) for the determination of the holders of Receipts who shall be entitled to receive such dividend, distribution, rights, preferences or privileges or the net proceeds of the sale thereof, or to give instructions for the exercise of voting rights at any such meeting, or who shall be entitled to notice of such meeting or for any other appropriate reasons.

SECTION 4.5. Voting Rights. Upon receipt of notice of any meeting at which the holders of Preferred Shares are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail to the record holders of Receipts a notice which shall contain (i) such information as is contained in such notice of meeting and (ii) a statement that the holders may, subject to any applicable restrictions, instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Preferred Shares represented by their respective Depositary Shares (including an express indication that instructions may be given to the Depositary to give a discretionary proxy to a person designated by the Company) and a brief statement as to the manner in which such instructions may be given. Upon the written request of the holders of Receipts on the relevant record date, the Depositary shall use its best efforts to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of whole Preferred Shares represented by the Depositary Shares evidenced by all Receipts as to which any particular voting instructions are received. The Company hereby agrees to take all action which may be deemed necessary by the Depositary in order to enable the Depositary to vote such Preferred Shares or cause such Preferred Shares to be voted. In the absence of specific instructions from the holder of a Receipt, the Depositary will not vote to the extent of the Preferred Shares represented by the Depositary Shares evidenced by such Receipt.

SECTION 4.6. Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par value or liquidation preference, split-up, combination or any other reclassification of the Preferred Shares, or upon any recapitalization, reorganization, merger or consolidation affecting the Company or to which it is a party, the Depositary may in its discretion with the approval (not to be unreasonably withheld) of, and shall upon the instructions of, the Company, and (in either case) in such manner as the Depositary may deem equitable, (i) make such adjustments in the fraction of an interest in one share of Preferred Shares represented by one Depositary Share as may be necessary (as certified by the Company)

-10-

fully to reflect the effects of such change in par value or liquidation preference, split-up, combination or other reclassification of Preferred Shares, or of such recapitalization, reorganization, merger or consolidation and (ii) treat any securities which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Preferred Shares as new deposited securities so received in exchange for or upon conversion or in respect of such Preferred Shares. In any such case, the Depositary may in its discretion, with the approval of the Company, execute and deliver additional Receipts or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securities. Anything to the contrary herein notwithstanding, holders of Receipts shall have the right from and after the effective date of any such change in par value or liquidation preference, split-up, combination or other reclassification of the Preferred Shares or any such recapitalization, reorganization, merger or consolidation to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the Preferred Shares represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the Preferred Shares represented by such Receipts would have been converted or for which such Preferred Shares would have been exchanged or surrendered had such Receipt been surrendered immediately prior to the effective date of such transaction.

SECTION 4.7. Delivery of Reports. The Depositary shall furnish to holders of Receipts any reports and communications received from the Company which are received by the Depositary as the holder of Preferred Shares.

SECTION 4.8. List of Receipt Holders. Promptly upon request from time to time by the Company, the Depositary shall furnish to it a list, as of the most recent practicable date, of the names, addresses and holdings of Depositary Shares of all record holders of Receipts. The Company shall be entitled to receive such list four times annually.

ARTICLE V

THE DEPOSITARY, THE DEPOSITARY’S

AGENTS, THE REGISTRAR AND THE COMPANY

SECTION 5.1. Maintenance of Offices, Agencies and Transfer Books by the Depositary; Registrar. Upon execution of this Deposit Agreement, the Depositary shall maintain at the Depositary’s Office facilities for the execution and delivery, registration and registration of transfer, surrender and exchange of Receipts, and at the offices of the Depositary’s Agents, if any, facilities for the delivery, registration of transfer, surrender and exchange of Receipts, all in accordance with the provisions of this Deposit Agreement, provided that, to the extent provisions of this Deposit Agreement regarding transfer or registrar functions of the Depositary conflict with the terms of any transfer agency agreement into which the Company and the Depositary may enter, the transfer agency agreement shall control. The Depositary shall keep books at the Depositary’s Office for the registration and registration of transfer of Receipts, which books during normal business hours shall be open for inspection by the record holders of Receipts subject to applicable laws; provided that any such holder requesting to exercise such right shall certify to the Depositary that such inspection shall be for a proper purpose reasonably related to such person’s interest as an owner of Depositary Shares evidenced by the Receipts. Books kept hereunder by the Depositary may be maintained in electronic form.

The Depositary may close such books, at any time or from time to time, when deemed expedient by it in connection with the performance of its duties hereunder.

-11-

The Depositary may, with the approval of the Company, appoint a Registrar for registration of the Receipts or the Depositary Shares evidenced thereby. If the Receipts or the Depositary Shares evidenced thereby or the Preferred Shares represented by such Depositary Shares shall be listed on one or more national securities exchanges, the Depositary will appoint a Registrar (acceptable to the Company) for registration of such Receipts or Depositary Shares in accordance with any requirements of such exchange. Such Registrar (which may be the Depositary if so permitted by the requirements of any such exchange) may be removed and a substitute registrar appointed by the Depositary upon the request or with the approval of the Company. If the Receipts, such Depositary Shares or such Preferred Shares are listed on one or more other stock exchanges, the Depositary will, at the request and at the expense of the Company, arrange such facilities for the delivery, registration, registration of transfer, surrender and exchange of such Receipts, such Depositary Shares or such Preferred Shares as may be required by law or applicable securities exchange regulation.

The Depositary may from time to time appoint Depositary’s Agents to act in any respect for the Depositary for the purposes of this Deposit Agreement and may at any time appoint additional Depositary’s Agents and vary or terminate the appointment of such Depositary’s Agents. The Depositary will notify the Company of any such action.

SECTION 5.2. Prevention of or Delay in Performance by the Depositary, the Depositary’s Agents, the Registrar or the Company. Neither the Depositary nor any Depositary’s Agent nor the Registrar nor the Company shall incur any liability to any holder of any Receipt if by reason of any provision of any present or future law, or regulation thereunder, of the United States of America or of any other governmental authority or, in the case of the Depositary, the Depositary’s Agent or the Registrar, by reason of any provision, present or future, of the Company’s Amended and Restated Articles of Incorporation or by reason of any act of God or war or other circumstance beyond the control of the relevant party, the Depositary, the Depositary’s Agent, the Registrar or the Company shall be prevented, delayed or forbidden from, or subjected to any penalty on account of, doing or performing any act or thing which the terms of this Deposit Agreement provide shall be done or performed; nor shall the Depositary, any Depositary’s Agent, the Registrar or the Company incur liability to any holder of a Receipt (i) by reason of any nonperformance or delay, caused as aforesaid, in the performance of any act or thing which the terms of this Deposit Agreement shall provide shall or may be done or performed, or (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement except, in the case of any such exercise or failure to exercise discretion not caused as aforesaid, if caused by the gross negligence or willful misconduct of the party charged with such exercise or failure to exercise.

SECTION 5.3. Obligation of the Depositary, the Depositary’s Agents, the Registrar and the Company. Neither the Depositary nor any Depositary’s Agent nor the Registrar nor the Company assumes any obligation or shall be subject to any liability under this Deposit Agreement or any Receipt to holders of Receipts other than for its gross negligence, willful misconduct or bad faith. Neither the Depositary nor any Depositary’s Agent nor the Registrar nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of the Preferred Shares, the Depositary Shares or the Receipts which in its reasonable opinion may involve it in expense or liability unless indemnity reasonably satisfactory to it against expense and liability be furnished as often as may be reasonably required.

Neither the Depositary nor any Depositary’s Agent nor the Registrar nor the Company shall be liable for any action or any failure to act by it in reliance upon the written advice of

-12-

legal counsel or accountants, or information from any person presenting Preferred Shares for deposit, any holder of a Receipt or any other person believed by it in good faith to be competent to give such information. The Depositary, any Depositary’s Agent, the Registrar and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or other document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties.

In the event the Depositary shall receive conflicting claims, requests or instructions from any holders of Receipts, on the one hand, and the Company, on the other hand, the Depositary shall be entitled to act on such claims, requests or instructions received from the Company, and shall be entitled to the full indemnification set forth in Section 5.6 hereof in connection with any action so taken.

The Depositary shall not be responsible for any failure to carry out any instruction to vote any of the Preferred Shares or for the manner or effect of any such vote made, as long as any such action or inaction is in good faith. The Depositary will indemnify the Company and hold the Company harmless from any loss, liability or expense (including the reasonable costs and expenses of defending itself) which arises from the Depositary’s negligence, willful misconduct or bad faith. The Depositary undertakes and any Registrar shall be required to undertake only such duties as specifically set forth herein and no implied covenants or obligations shall be read into this Deposit Agreement against the Depositary or Registrar. In no event shall the Depositary’s aggregate liability during the term of this Deposit Agreement with respect to, arising from, or arising in connection with this Deposit Agreement, or from all services provided or omitted to be provided under this Deposit Agreement, whether in contract, or in tort, or otherwise, exceed an amount equal to three (3) times the amounts paid by the Company to Depositary as fees and charges, but not including reimbursable expenses. The indemnification obligations of the Depositary set forth in this Section 5.3 hereof shall survive any termination of this Deposit Agreement and any succession of any Depositary.

The Depositary, its parent, affiliates or subsidiaries, the Depositary’s Agents and the Registrar may own, buy, sell and deal in any class of securities of the Company and its affiliates and in Receipts or Depositary Shares or become pecuniarily interested in any transaction in which the Company or its affiliates may be interested or contract with or lend money to any such person or otherwise act as fully or as freely as if it were not the Depositary, its parent, affiliate or subsidiary or the Depositary’s Agent or its Registrar hereunder. The Depositary may also act as trustee, transfer agent or registrar of any of the securities of the Company and its affiliates.

It is intended that neither the Depositary nor any Depositary’s Agent nor the Registrar, acting as the Depositary’s Agent or Registrar, as the case may be, shall be deemed to be an “issuer” of the securities under the federal securities laws or applicable state securities laws, it being expressly understood and agreed that the Depositary, any Depositary’s Agent and the Registrar are acting only in a ministerial capacity as Depositary or Registrar for the Preferred Shares.

Neither the Depositary (or its officers, directors, employees or agents) nor any Depositary’s Agent nor the Registrar makes any representation or has any responsibility as to the validity of the registration statement pursuant to which the Depositary Shares are registered under the Securities Act, the Preferred Shares, the Depositary Shares or the Receipts (except for its counter-

-13-

signatures thereon) or any instruments referred to therein or herein, or as to the correctness of any statement made therein or herein.

The Depositary assumes no responsibility for the correctness of the description that appears in the Receipts. Notwithstanding any other provision herein or in the Receipts, the Depositary makes no warranties or representations as to the validity or genuineness of any Preferred Shares at any time deposited with the Depositary hereunder or of the Depositary Shares, as to the validity or sufficiency of this Deposit Agreement, as to the value of the Depositary Shares or as to any right, title or interest of the record holders of Receipts in and to the Depositary Shares. The Depositary shall not be accountable for the use or application by the Company of the Depositary Shares or the Receipts or the proceeds thereof.

The Depositary shall not be liable for any incidental, indirect, special or consequential damages of any nature whatsoever, including, but not limited to, loss of anticipated profits, occasioned by breach of any provisions of this Deposit Agreement even if apprised of the possibility of such damages.

SECTION 5.4. Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering notice of its election to do so to the Company, such resignation to take effect upon the appointment of a successor Depositary and its acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed by the Company by notice of such removal delivered to the Depositary, such removal to take effect upon the appointment of a successor Depositary and its acceptance of such appointment as hereinafter provided.

In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depositary, which shall be a bank or trust company having its principal office in the United States of America and having a combined capital and surplus of at least $50,000,000. If no successor Depositary shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depositary may at the expense of the Company petition any court of competent jurisdiction for the appointment of a successor Depositary. Every successor Depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Company, shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Preferred Shares and any moneys or property held hereunder to such successor, and shall deliver to such successor a list of the record holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any successor Depositary shall promptly mail notice of its appointment to the record holders of Receipts.

Any corporation into or with which the Depositary may be merged, consolidated or converted shall be the successor of such Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary

-14-

may authenticate the Receipts in the name of the predecessor Depositary or in the name of the successor Depositary.

SECTION 5.5. Corporate Notices and Reports. The Company agrees that it will deliver to the Depositary, and the Depositary will, promptly after receipt thereof, transmit to the record holders of Receipts, in each case at the addresses recorded in the Depositary’s books, copies of all notices and reports (including without limitation financial statements) required by law or by the rules of any national securities exchange upon which the Preferred Shares, the Depositary Shares or the Receipts are listed, to be furnished to the record holders of Receipts. Such transmission will be at the Company’s expense and the Company will provide the Depositary with such number of copies of such documents as the Depositary may reasonably request.

SECTION 5.6. Indemnification by the Company. The Company shall indemnify the Depositary, any Depositary’s Agent and the Registrar against, and hold each of them harmless from, any loss, liability or expense (including the reasonable costs and expenses of defending itself) which may arise out of acts performed or omitted in connection with this Deposit Agreement and the Receipts by the Depositary, any Registrar or any of their respective agents (including any Depositary’s Agent), except for any liability arising out of gross negligence, willful misconduct or bad faith on the respective parts of any such person or persons, subject to the provisions of Section 5.3, above. The obligations of the Company set forth in this Section 5.6 shall survive any termination of this Deposit Agreement or any succession of any Depositary or Depositary’s Agent.

SECTION 5.7. Charges and Expenses. The Company shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. The Company shall pay charges of the Depositary in connection with the initial deposit of the Preferred Shares and the initial issuance of the Depositary Shares, all withdrawals of the Preferred Shares by owners of Depositary Shares, and any redemption of the Preferred Shares at the option of the Company as set forth in the fee schedule. All other transfer and other taxes and governmental charges shall be at the expense of holders of Depositary Shares. If, at the request of a holder of Receipts, the Depositary incurs charges or expenses for which it is not otherwise liable hereunder, such holder will be liable for such charges and expenses. All other charges and expenses of the Depositary and any Depositary’s Agent hereunder (including, in each case, reasonable fees and expenses of counsel) incident to the performance of their respective obligations hereunder will be paid upon consultation and agreement between the Depositary and the Company as to the amount and nature of such charges and expenses. The Company agrees to pay all fees and reimbursable expenses within 30 days of the date of the respective billing notice, except for any fees or expenses that are subject to good faith dispute. In the event of such a dispute, the Company may only withhold that portion of the fee or expense subject to the good faith dispute. The Company shall settle such disputed amounts within five (5) business days of the day on which the parties agree on the amount to be paid by payment of the agreed amount. If no agreement is reached, then such disputed amounts shall be settled as may be required by law or legal process.

SECTION 5.8. Tax Compliance. CSS and, where applicable, the Depositary, on its own behalf and on behalf of the Company, will comply with all applicable certification, information reporting and withholding (including “backup” withholding) requirements imposed by applicable tax laws, regulations or administrative practice with respect to (i) any payments made with respect to the Depositary Shares or (ii) the issuance, delivery, holding, transfer, redemption or exercise of rights under the Depositary Receipts or the Depositary Shares. Such compliance shall include, without limitation, the preparation and timely filing of required returns and the timely payment of all amounts required to be withheld to the appropriate taxing authority or its designated agent. The Depositary shall

-15-

comply with any direction received from the Company with respect to the application of such requirements to particular payments or holders or in other particular circumstances, and may for purposes of this Deposit Agreement rely on any such direction in accordance with the provisions of Section 5.3 hereof.

The Depositary shall maintain all appropriate records documenting compliance with such requirements, and shall make such records available on request to the Company or to its authorized representatives.

ARTICLE VI

AMENDMENT AND TERMINATION

SECTION 6.1. Amendment. The form of the Receipts and any provisions of this Deposit Agreement may at any time and from time to time be amended by agreement between the Company and the Depositary in any respect which they may deem necessary or desirable; provided, however, that no such amendment (other than any change in the fees) which shall materially and adversely alter the rights of the holders of Receipts shall be effective unless such amendment shall have been approved by the holders of at least 66 2/3% of the Depositary Shares then outstanding. Every holder of an outstanding Receipt at the time any such amendment becomes effective shall be deemed, by continuing to hold such Receipt, to be bound by the Deposit Agreement as amended thereby. Notwithstanding the foregoing, in no event may any amendment impair the right of any holder of any Depositary Shares, upon surrender of the Receipts evidencing such Depositary Shares and subject to any conditions specified in this Deposit Agreement, to receive Preferred Shares and any money or other property, if any, represented thereby, except in order to comply with mandatory provisions of applicable law.

SECTION 6.2. Termination. This Deposit Agreement may be terminated by the Company (provided the consent of holders of a majority of the Depositary Shares has been obtained (such consent not to be unreasonably withheld, delayed or conditioned), at any time upon not less than 30 days’ prior written notice to the Depositary, in which case, on a date that is not later than 30 days after the date of such notice, the Depositary shall deliver or make available for delivery to holders of Depositary Shares, upon surrender of the Receipts evidencing such Depositary Shares, such number of whole or fractional Preferred Shares as are represented by such Depositary Shares. This Deposit Agreement will automatically terminate after (i) all outstanding Depositary Shares have been redeemed pursuant to Section 2.8 hereof, (ii) there shall have been made a final distribution in respect of the Preferred Shares in connection with any liquidation, dissolution or winding up of the Company and such distribution shall have been distributed to the holders of Depositary Receipts pursuant to Section 4.1 or 4.2 hereof, as applicable or (iii) each Preferred Share to which the Depositary Shares relate has been converted into securities of the Company which are not represented by the Depositary Shares. In the event that the transfer agency relationship in effect between the Company and the Depositary terminates, the Depositary will be deemed to resign automatically with acceptance of such resignation by the Company on the effective date of such termination and any required notice will be sent by the Company.

Upon the termination of this Deposit Agreement, the Company shall be discharged from all obligations under this Deposit Agreement except for its obligations to the Depositary, the Registrar and any Depositary’s Agent under Sections 5.6 and 5.7 hereof.

-16-

ARTICLE VII

MISCELLANEOUS

SECTION 7.1. Counterparts. This Deposit Agreement may be executed in any number of counterparts, and by each of the parties hereto on separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed an original, but all such counterparts taken together shall constitute one and the same instrument.

SECTION 7.2. Exclusive Benefit of Parties. This Deposit Agreement is for the exclusive benefit of the parties hereto, and their respective successors hereunder, and shall not be deemed to give any legal or equitable right, remedy or claim to any other person whatsoever.

SECTION 7.3. Invalidity of Provisions. In case any one or more of the provisions contained in this Deposit Agreement or in the Receipts should be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or therein shall in no way be affected, prejudiced or disturbed thereby.

SECTION 7.4. Notices. Any and all notices to be given to the Company hereunder or under the Receipts shall be in writing and shall be deemed to have been duly given if personally delivered or sent by mail, or by telegram or facsimile transmission confirmed by letter, addressed to the Company at:

M/I Homes, Inc.

3 Easton Oval, Suite 500,

Columbus, Ohio 43219,

Attn: General Counsel

Facsimile No.: (614) 418-8030

or at any other address of which the Company shall have notified the Depositary in writing.

Any and all notices to be given to the Depositary hereunder or under the Receipts shall be in writing and shall be deemed to have been duly given if personally delivered or sent by mail or by telegram or facsimile transmission confirmed by letter, addressed to the Depositary at the Depositary’s Office, at:

Computershare Trust Company, N.A.

c/o Computershare Shareholder Services, Inc.

150 Royall Street Canton, Massachusetts 02021

Attn: General Counsel

Facsimile No.: 781-575-4210

or at any other address of which the Depositary shall have notified the Company in writing.

Any and all notices to be given to any record holder of a Receipt hereunder or under the Receipts shall be in writing and shall be deemed to have been duly given if personally delivered or sent by mail, or by telegram or facsimile transmission confirmed by letter, addressed to such record holder at the address of such record holder as it appears on the books of the Depositary, or if such holder shall have filed with the Depositary a written request that notices intended for such holder be mailed to some other address, at the address designated in such request.

Delivery of a notice sent by mail or by telegram or facsimile transmission shall be deemed to be effected at the time when a duly addressed letter containing the same (or a confirma-

-17-

tion thereof in the case of a telegram or facsimile transmission) is deposited for mailing by first class mail, postage prepaid. The Depositary or the Company may, however, act upon any telegram or facsimile transmission received by it from the other or from any holder of a Receipt, notwithstanding that such telegram or facsimile transmission shall not subsequently be confirmed by letter or as aforesaid.

SECTION 7.5. Appointment of Registrar. The Company hereby also appoints the Depositary as Registrar in respect of the Receipts and the Depositary hereby accepts such appointment.

SECTION 7.6. Holders of Receipts are Parties. The holders of Receipts from time to time shall be parties to this Deposit Agreement and shall be bound by all of the terms and conditions hereof and of the Receipts by acceptance of delivery thereof.

SECTION 7.7. Governing Law. THIS DEPOSIT AGREEMENT AND THE RECEIPTS AND ALL RIGHTS HEREUNDER AND THEREUNDER AND PROVISIONS HEREOF AND THEREOF SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS APPLICABLE TO CONTRACTS MADE IN AND TO BE PERFORMED IN THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF.

SECTION 7.8. Inspection of Deposit Agreement. Copies of this Deposit Agreement shall be filed with the Depositary and the Depositary’s Agent and shall be open to inspection during business hours at the Depositary’s office or respective offices of the Depositary’s Agent, if any, by any holder of a Receipt.

SECTION 7.9. Headings. The headings of articles and sections in this Deposit Agreement have been inserted for convenience only and are not to be regarded as a part of this Deposit Agreement or the Receipts or to have any bearing upon the meaning or interpretation of any provision contained herein or in the Receipts.

[Signature Page Follows]

-18-

IN WITNESS WHEREOF, the Company and the Depositary have duly executed this Agreement as of the day and year first above set forth, and all holders of Receipts shall become parties hereto by and upon acceptance by them of delivery of Receipts issued in accordance with the terms hereof.

M/I HOMES, INC.

By:

Name:

Title:

COMPUTERSHARE TRUST COMPANY, N.A.

By:

Name:

Title:

COMPUTERSHARE SHAREHOLDER SERVICES, INC.

By:

Name:

Title:

-19-

EXHIBIT A

[FORM OF FACE OF RECEIPT]

NUMBER	SHARES
DR-[                    ]	(CUSIP 5530513 200)
	see reverse for certain definitions

THIS CERTIFICATE IS TRANSFERABLE

        IN NEW YORK, NY

[Logo]

RECEIPT FOR DEPOSITARY SHARES,

EACH REPRESENTING 1/1,000 OF A 9.75%

SERIES A PREFERRED SHARE

M/I HOMES, INC.

(INCORPORATED UNDER THE LAWS OF THE STATE OF OHIO)

Computershare Trust Company, N.A., a national banking association duly organized and existing under the laws of the United States of America, and Computershare Shareholder Services, Inc., a Delaware corporation, with an office at the time of execution of the Deposit Agreement (as defined below) at 250 Royall Street, Canton, Massachusetts 02021, as Depositary (the “Depositary”), hereby certifies that                      is a registered owner of                              DEPOSITARY SHARES (“Depositary Shares”), each Depositary Share representing 1/1,000 of a 9.75% Series A Preferred Share, $.01 par value per share (the “Shares”), of M/I Homes, Inc., an Ohio corporation (the “Company”), on deposit with the Depositary, subject to the terms and entitled to the benefits of the Deposit Agreement dated as of March     , 2007 (the “Deposit Agreement”), among the Company, the Depositary and the holders from time to time of Receipts for Depositary Shares. By accepting this Receipt, the holder hereof becomes a party to and agrees to be bound by all the terms and conditions of the Deposit Agreement. This Receipt shall not be valid or obligatory for any purpose or be entitled to any benefits under the Deposit Agreement unless it shall have been executed by the Depositary by the manual or facsimile signature of a duly authorized officer or, if a Registrar in respect of the Receipts (other than the Depositary) shall have been appointed, by the manual signature of a duly authorized officer of such Registrar.

Dated:

Countersigned and Registered:

COMPUTERSHARE TRUST COMPANY, N.A.

Depositary and Registrar

By:

By:
	SECRETARY
By:
	PRESIDENT

A-1

[FORM OF REVERSE OF RECEIPT]

M/I HOMES, INC.

THE CORPORATION WILL FURNISH TO ANY SHAREHOLDER ON REQUEST AND WITHOUT CHARGE A FULL STATEMENT OF THE DESIGNATIONS AND ANY PREFERENCES, CONVERSIONS AND OTHER RIGHTS, VOTING POWERS, RESTRICTIONS, LIMITATIONS AS TO DIVIDENDS, QUALIFICATIONS, AND TERMS AND CONDITIONS OF REDEMPTION OF THE SHARES OF EACH CLASS WHICH THE CORPORATION IS AUTHORIZED TO ISSUE AND, WITH RESPECT TO ANY PREFERRED OR SPECIAL CLASS IN A SERIES, THE DIFFERENCES IN THE RELATIVE RIGHTS AND PREFERENCES BETWEEN THE SHARES OF EACH SERIES TO THE EXTENT THEY HAVE BEEN SET AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO SET THE RELATIVE RIGHTS AND PREFERENCES OF SUBSEQUENT SERIES.

The following abbreviations, when used in the inscription on the face of this Depositary Receipt, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM —	as tenants in common	UNIF GIFT MIN ACT – Uniform Gifts to Minors Act
TEN ENT —	tenants by the entireties	CUST Custodian
JT TEN —	as joint tenants with right of survivorship and not as tenants in common

Additional abbreviations may also be used though not in the above list.

For Value Received,                              hereby sells, assigns and transfers unto

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE

Depositary Shares represented by the within Depositary Receipt, and do hereby irrevocably constitute and appoint                          Attorney to transfer the said Depositary Shares on the books of the within named Depositary with full power of substitution in the premises.

Dated Signed

NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THIS DEPOSITARY RECEIPT IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

SIGNATURE(S) GUARANTEED

By:

THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.

A-2

EX-99.3

Exhibit 99.3

M/I HOMES, INC.

4,000,000 Depositary Shares

Each Representing 1/1,000^th of a

9.75% Series A Preferred Share

(Non-Cumulative, Liquidation Preference $25.00 per Depositary Share)

Underwriting Agreement

New York, New York

March 8, 2007

Wachovia Capital Markets, LLC

301 South College St.

Charlotte, NC 28288

as Representative of the several

   Underwriters named

   in Schedule II hereto

Ladies and Gentlemen:

M/I Homes, Inc., a corporation organized under the laws of Ohio (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representative”) are acting as representative, 4,000,000 depositary shares (the “Depositary Shares”), each representing 1/1,000^th of a 9.75% Series A Preferred Share (the “Series A Preferred Shares”), having a liquidation preference equivalent to $25.00 per Depositary Share (said Depositary Shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”) to be issued under a deposit agreement (the “Deposit Agreement”), between the Company and Computershare Trust Company, N.A., as Depositary (the “Depositary”). The Company also proposes to grant to the Underwriters an option to purchase up to 600,000 Depositary Shares as set forth in Schedule I hereto to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). Any reference herein to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Exchange Act on or before the Effective Date of the Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final Prospectus, as the case may be; and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date of the

Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final Prospectus, as the case may be, deemed to be incorporated therein by reference. Certain terms used herein are defined in Section 20 hereof.

1. Representations and Warranties. The Company represents and warrants to, and agrees with, each Underwriter as set forth below in this Section 1.

(a) The Company meets the requirements for use of Form S-3 under the Act and has prepared and filed with the Commission a registration statement (the file number of which is set forth in Schedule I hereto) on Form S-3, including a related Base Prospectus, for registration under the Act of the offering and sale of certain securities to be issued from time to time by the Company. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, has become effective. The Company may have filed with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more preliminary prospectus supplements relating to the Securities, each of which has previously been furnished to you. The Company will file with the Commission a final prospectus supplement relating to the Securities in accordance with Rule 424(b). As filed, such final prospectus supplement shall contain all information required by the Act and the rules thereunder, and, except to the extent the Representative shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond that contained in the Base Prospectus and any Preliminary Prospectus) as the Company has advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x).

(b) On each Effective Date, the Registration Statement did, and when the Final Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date (as defined herein) and on any date on which Option Securities are purchased, if such date is not the Closing Date (a “settlement date”), the Final Prospectus (and any supplement thereto) will, comply in all material respects with the applicable requirements of the Act and the Exchange Act and the respective rules thereunder; on each Effective Date and at the Execution Time, the Registration Statement did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; and on the date of any filing pursuant to Rule 424(b) and on the Closing Date and any settlement date, the Final Prospectus (together with any supplement thereto) will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted from the Registration Statement or the Final Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of any Underwriter through the Representative specifically for inclusion in the Registration Statement or the Final Prospectus (or any supplement thereto), it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 9 hereof.

-2-

(c) (i) The Disclosure Package and (ii) each electronic road show, when taken together as a whole with the Disclosure Package, does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 9 hereof.

(d) (i) At the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2)) of the Securities and (ii) as of the Execution Time (with such date being used as the determination date for purposes of this clause (ii)), the Company was not and is not an Ineligible Issuer (as defined in Rule 405), without taking account of any determination by the Commission pursuant to Rule 405 that it is not necessary that the Company be considered an Ineligible Issuer.

(e) Each Issuer Free Writing Prospectus and the final term sheet prepared and filed pursuant to Section 5(b) hereto does not include any information that conflicts with the information contained in the Registration Statement, including any document incorporated by reference therein and any prospectus supplement deemed to be a part thereof that has not been superseded or modified. The foregoing sentence does not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Company by any Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 9 hereof.

(f) The documents incorporated by reference in the Disclosure Package and the Final Prospectus, when they were or are filed with the Commission, conformed or will conform in all material respects to the requirements of the Act or the Exchange Act, as applicable, and none of such documents contained or will contain, in each case as of the date of its filing, any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(g) The Company is not after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in the Disclosure Package and the Final Prospectus, an “investment company” within the meaning of such term under the United States Investment Company Act of 1940 and the rules and regulations of the Commission thereunder.

(h) The Company is subject to and in full compliance with the reporting requirements of Section 13 or Section 15(d) of the Exchange Act.

-3-

(i) The Company has not paid or agreed to pay to any person any compensation for soliciting another to purchase the Securities (except as contemplated by this Agreement).

(j) The Company has not taken, directly or indirectly, any action designed to or that has constituted or that might reasonably be expected to cause or result, under the Exchange Act or otherwise, in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.

(k) Each of the Company and its subsidiaries has been duly organized and is validly existing and in good standing under the laws of its respective jurisdiction of organization, is duly qualified to do business and is in good standing in each jurisdiction in which its respective ownership or lease of property or the conduct of its respective businesses requires such qualification, except where the failure to so qualify could not reasonably be expected to have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business (a “Material Adverse Effect”), and have all requisite corporate, limited liability company or other power and authority necessary to own or hold their respective properties and to conduct the businesses in which they are engaged.

(l) All the issued and outstanding equity securities of each subsidiary of the Company have been duly authorized and validly issued and, as to shares of capital stock of any subsidiary that is a corporation, are fully paid and non-assessable and (except for directors’ qualifying shares) are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims other than restrictions on transfer imposed by applicable securities laws. The Company does not own or control, directly or indirectly, any subsidiaries other than those entities listed on Schedule III (each a “Subsidiary” and collectively the “Subsidiaries”); and, other than the Subsidiaries, the Company does not own, directly or indirectly, any shares of stock or any other equity or long-term debt securities of any corporation or have any equity interest in any firm, partnership, joint venture, limited liability company, association or other entity other than those listed on Schedule IV (collectively, the “Joint Ventures”).

(m) The statements in the Preliminary Prospectus under the headings “Certain United States Federal Income Tax Considerations”; “Description of the Series A Preferred Shares”; “Description of the Depositary Shares” and under Item 3 “Legal Proceedings” in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2006 incorporated by reference in the Preliminary Prospectus fairly summarize the matters therein described.

(n) This Agreement has been duly authorized, executed and delivered by the Company; the Deposit Agreement has been duly authorized, executed and delivered by the Company and constitutes a legal, valid, binding instrument enforceable against the Company in accordance with its terms (subject, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors’ rights generally from time to time in effect and to general principles of equity); and the Securities have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement, and, when issued and delivered to and paid for by the

-4-

Underwriters, will be duly authorized, validly issued, fully paid and non-assessable and will have been offered and sold in compliance, in all material respects, with all applicable laws (including, without limitation, federal or state securities laws). The description of the Securities, and the statements related thereto, contained in the Disclosure Package or the Final Prospectus are, and at the Closing Date, will be, complete and accurate in all material respects. Upon payment of the purchase price therefor and delivery of certificates representing the Securities in accordance herewith, each of the Underwriters will receive good, valid and marketable title to the Securities, free and clear of all security interests, mortgages, pledges, liens, encumbrances, claims and equities. The form of depositary receipts to be used to evidence the Securities will be in due and proper form and will comply, in all material respects, with all applicable legal requirements. No common shares or preferred shares of the Company are reserved for any purpose other than securities to be issued pursuant to this Agreement and except as disclosed in the Disclosure Package and the Final Prospectus.

(o) No consent, approval, authorization, filing with or order of any court or governmental agency or body is required in connection with the transactions contemplated hereby, or in the Deposit Agreement, except such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities by the Underwriters in the manner contemplated herein and in the Disclosure Package and the Final Prospectus.

(p) None of the execution and delivery of this Agreement or of the Deposit Agreement, the issuance and sale of the Securities or the consummation of any other of the transactions hereby or thereby contemplated, or the fulfillment of the terms hereof or thereof will (i) conflict with, result in a material breach or violation of any of the terms or provisions of, constitute a default under or the imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Company is a party or by which the Company is bound or to which any of the property or assets of the Company or any of the Subsidiaries is subject, (ii) result in any violation of the provisions of the organizational documents of the Company or (iii) result in a violation of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its properties or assets.

(q) Except as set forth in the Registration Statement, the Disclosure Package and the Final Prospectus, no holders of securities of the Company have rights to the registration of such securities under the Registration Statement.

(r) The consolidated historical financial statements (including the related notes and supporting schedules) of the Company and its consolidated Subsidiaries included or incorporated by reference in the Disclosure Package and the Final Prospectus present fairly in all material respects the consolidated financial condition, results of operations and cash flows of the Company and its consolidated Subsidiaries, as of the dates and for the periods indicated, comply as to form with the applicable accounting requirement of Regulation S-X and have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as otherwise noted therein); the selected financial data set forth under the caption “Selected Historical Consolidated Financial and Other Data” in the

-5-

Preliminary Prospectus and the Final Prospectus fairly present, on the basis stated in the Preliminary Prospectus and the Final Prospectus, the information included therein; and the other financial and statistical information and data are, in all material respects, accurately presented and prepared on a basis consistent with such consolidated historical financial statements and the books and records of the Company and its consolidated Subsidiaries. None of the Company or the Subsidiaries has any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations or any “variable interest entities” within the meaning of Financial Accounting Standards Board Interpretation No. 46), not disclosed in the Preliminary Prospectus and the Final Prospectus.

(s) Except as described or incorporated by reference in the Disclosure Package and the Final Prospectus, there are no legal or governmental proceedings pending to which the Company or any of the Subsidiaries is a party or of which any property or assets of the Company or any of the Subsidiaries is the subject that, individually or in the aggregate, (i) could reasonably be expected to have a material adverse effect on the performance of this Agreement or the Deposit Agreement, or the consummation of any of the transactions contemplated hereby or thereby or (ii) could reasonably be expected to have a Material Adverse Effect; and to the Company’s knowledge, no such proceedings are threatened by governmental authorities or by others.

(t) None of the Company nor any of the Subsidiaries has sustained, since December 31, 2006, any loss or interference with the business of the Company and the Subsidiaries, taken as a whole, from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth in the Disclosure Package and the Final Prospectus, resulting in a Material Adverse Effect; and, since such date, there has not been any material change in the capital stock or long-term debt of the Company or any material adverse change, or any development which could be reasonably likely to result in a material adverse change, in or affecting the general affairs, management, financial position, stockholders’ equity or results of operations of the Company and the Subsidiaries taken as a whole, otherwise than as set forth in the Disclosure Package and the Final Prospectus.

(u) Since December 31, 2006 and through the date hereof, and except as may otherwise be disclosed or incorporated by reference in the Disclosure Package and the Final Prospectus, (A) the Company has not (i) entered into any material transaction not in the ordinary course of business or (ii) incurred any material liability other than in the ordinary course of business, and (B) the Company has not declared or paid any dividend on its capital stock other than its publicly announced first quarter dividend.

(v) The Company and the Subsidiaries own the items of real property and personal property purported to be owned by them which are material to the conduct of the business of the Company and the Subsidiaries taken as a whole, free and clear of all liens, encumbrances and defects, except such as are described or incorporated by reference in the Disclosure Package and the Final Prospectus or could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. All real property held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as are described or incorporated

-6-

by reference in the Disclosure Package and the Final Prospectus or such as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(w) Neither the Company nor any of the Subsidiaries (i) is in violation of its organizational documents, (ii) is in default and no event has occurred which, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which it is a party or by which it is bound or to which any of its properties or assets is subject, which default could reasonably be expected to have a Material Adverse Effect, (iii) is in violation of any law, ordinance, governmental rule, regulation or court decree to which it or its property or assets may be subject or has failed to obtain any license, permit, certificate, franchise or other governmental authorization or permit necessary to the ownership of its property or to the conduct of its business which violation or failure could reasonably be expected to have a Material Adverse Effect or (iv) has received any notice of proceedings relating to the revocation or modification of any such license, permit, certificate, franchise or other governmental authorization or permit which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, could reasonably be expected to have a Material Adverse Effect, except as set forth in or contemplated in the Disclosure Package and the Final Prospectus (exclusive of any amendment or supplement thereto).

(x) Deloitte & Touche LLP, who have reported on the audited financial statements of the Company and its consolidated subsidiaries and whose report with respect to such audited consolidated financial statements is included or incorporated by reference in the Preliminary Prospectus, the Final Prospectus and the Registration Statement, are independent public accountants with respect to the Company within the meaning of the Act and the rules and regulations promulgated thereunder and Rule 3600T of the Public Company Accounting Oversight Board.

(y) There are no stamp or other issuance or transfer taxes or duties or other similar fees or charges required to be paid in connection with the execution and delivery of this Agreement or the issuance or sale by the Company of the Securities.

(z) The Company has filed all federal, state and local income and franchise tax returns required to be filed or has requested extensions thereof (except in any case in which the failure to file would not have a Material Adverse Effect and except as set forth in or incorporated in the Disclosure Package and the Final Prospectus (exclusive of any amendment or supplement thereto after the date hereof)) through the date hereof and has paid all taxes required to be paid by it and any other assessment, fine or penalty levied against it, to the extent any of the foregoing is due and payable, and no tax deficiency has been determined adversely to the Company or any of the Subsidiaries which has had (nor does the Company have any knowledge of any tax deficiency which could reasonably be expected to have) a Material Adverse Effect.

(aa) No labor disturbances by the employees of the Company exist or, to the knowledge of the Company, are imminent which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

-7-

(bb) The Company and each of the Subsidiaries carry, or are covered by, insurance in such amounts and covering such risks as in the aggregate is prudent and customary for the business in which each is engaged.

(cc) The Company and each of the Subsidiaries owns or possesses adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights and licenses necessary for the conduct of their respective businesses the absence of which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect and have no reason to believe that the conduct of their respective businesses will conflict with, and have not received any notice of any claim of conflict with, any such rights of others.

(dd) No Significant Subsidiary is currently prohibited, directly or indirectly, from paying any dividends to the Company, from making any other distribution on such Significant Subsidiary’s capital stock, from repaying to the Company any loans or advances to such Significant Subsidiary from the Company or from transferring any of such Significant Subsidiary’s property or assets to the Company or any other Significant Subsidiary, except as described in or contemplated in the Disclosure Package and the Final Prospectus (exclusive of any amendment or supplement thereto).

(ee) The Company and the Subsidiaries possess all licenses, certificates, permits and other authorizations issued by the appropriate U.S. federal, state or non U.S. regulatory authorities necessary to conduct their respective businesses, and neither the Company nor any of the Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect, except as set forth in or contemplated in the Disclosure Package and the Final Prospectus (exclusive of any amendment or supplement thereto).

(ff) The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

(gg) Except as are described or incorporated by reference in the Disclosure Package and the Final Prospectus, all real property owned (either presently or at any time in the past), or presently leased by the Company and the Subsidiaries in connection with the operation of its business, including, without limitation, any subsurface soils and ground water (collectively, the “Realty”), is free of contamination from any Hazardous Material (as defined below) which could reasonably be expected to materially impair the beneficial use thereof by the Company and the Subsidiaries, constitute or cause a significant health, safety or other environmental hazard to occupants or users or result in

-8-

a violation of or liability under any Environmental Law (as defined below), (except Hazardous Materials which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; and the Realty does not contain any underground storage or treatment tanks, active or abandoned water, gas or oil wells, or any other underground improvements or structures, other than the foundations, footings or other supports for the improvements located thereon, the presence of which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Notwithstanding the foregoing, Hazardous Materials shall be deemed not to include any supplies or substances maintained, used, stored or held on the Realty which are (i) naturally occurring, (ii) installed by public utilities or (iii) used in the ordinary course of the Company’s or the Subsidiaries’ business, provided that such supplies or substances are stored, used, maintained and held in all material respects in accordance with any applicable Environmental Laws and with restrictions, conditions and standards suggested by the manufacturer and the Company’s insurance carriers.

The term “Hazardous Materials” means any pollutant, contaminant, waste, chemical, material, substance or constituent, including without limitation, any radioactive substance, methane, asbestos, polychlorinated biphynls, which are subject to regulation or can give rise to liability under any Environmental Law.

Except as are described or incorporated by reference in the Disclosure Package and the Final Prospectus, and except, as individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (i) the Company and each of its subsidiaries is in compliance with, and not subject to liability under, any applicable Environmental Law; (ii) there is no action, suit, demand, claim, written notice of violation, notice or demand letter or written request for information pending or, to the knowledge of the Company and each of its Subsidiaries threatened, against any of them under or pursuant to any Environmental Law; (iii) neither the Company nor any of its Subsidiaries is conducting or financing any investigation, response or other corrective action pursuant to any Environmental Law at any site or facility, nor is any of them subject or party to any order, judgment, decree, contract or agreement which obligates it to conduct or finance any such action, nor has any of them assumed by contract or agreement any obligation or liability under any Environmental Law.

(hh) In the ordinary course of its business, the Company periodically reviews the effect of any and all applicable non-U.S., U.S. federal, state and local laws and regulations relating to the protection of human health and safety, pollution or protection of the environment, including, without limitation, those relating to the use, generation, storage, treatment, disposal, transport, release or threat of release of Hazardous Materials (“Environmental Laws”) on the business, operations and properties of the Company and the Subsidiaries, in the course of which it identifies and evaluates associated costs and liabilities (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties); on the basis of such review, the Company has reasonably concluded that such associated costs and liabilities, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, except as set forth in the Disclosure Package and the Final Prospectus (exclusive of any amendment or supplement thereto).

-9-

(ii) The minimum funding standard under Section 302 of the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (“ERISA”), has been satisfied by each “pension plan” (as defined in Section 3(2) of ERISA) which has been established or maintained by the Company and/or one or more of the Subsidiaries, and the trust forming part of each such plan which is intended to be qualified under Section 401 of the Code is so qualified; each of the Company and the Subsidiaries has fulfilled its obligations, if any, under Section 515 of ERISA; neither the Company nor any of the Subsidiaries maintains or is required to contribute to a “welfare plan” (as defined in Section 3(1) of ERISA) which provides retiree or other post-employment welfare benefits or insurance coverage (other than “continuation coverage” (as defined in Section 602 of ERISA)); each pension plan and welfare plan established or maintained by the Company and/or one or more of the Subsidiaries is in compliance in all material respects with the currently applicable provisions of ERISA; and neither the Company nor any of the Subsidiaries has incurred or could reasonably be expected to incur any withdrawal liability under Section 4201 of ERISA, any liability under Section 4062, 4063, or 4064 of ERISA, or any other liability under Title IV of ERISA.

(jj) The subsidiaries listed on Annex A attached hereto are the only “significant subsidiaries” of the Company (as defined in Rule 1.02 of Regulation S-X under the Act.)

(kk) None of the Company, its Subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee or Affiliate of the Company or any of its subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation by such Persons of Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”), including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA; and the Company, its Subsidiaries and, to the knowledge of the Company, its Affiliates have conducted their businesses in compliance with the FCPA and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.

(ll) The operations of the Company and the Subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of the Subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened.

-10-

(mm) There is and has been no failure on the part of the Company and any of the Company’s directors or officers, in their capacities as such, to comply with any provision of the Sarbanes Oxley Act of 2002 and the rules and regulations promulgated in connection therewith (the “Sarbanes Oxley Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications.

(nn) None of the Company, any of the Subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee or Affiliate of the Company or any of the Subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Any certificate signed by any officer of the Company and delivered to the Representative or counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation and warranty by the Company, as to matters covered thereby, to each Underwriter.

2. Purchase and Sale.

(a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, plus accrued dividends, if any, with respect to the Securities from March 15, 2007, to the Closing Date, the number of Underwritten Securities set forth opposite such Underwriter’s name in Schedule II hereto.

(b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to the number of Option Securities set forth in Schedule I hereto at the same purchase price per share as the Underwriters shall pay for the Underwritten Securities. Said option may be exercised only to cover over-allotments in the sale of the Underwritten Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 30th day after the date of the Final Prospectus upon written or telegraphic notice by the Representative to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be the same percentage of the total number of Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Underwritten Securities, subject to such adjustments as you in your absolute discretion shall make to eliminate any fractional shares.

3. Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day immediately preceding the Closing Date) shall be made on the date and at the time specified in Schedule I hereto or at such time on such later date not more than three Business Days after the foregoing date as the Representative shall designate, which date and time may be postponed by agreement between the Representative and

-11-

the Company or as provided in Section 10 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representative of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representative shall otherwise instruct.

If the option provided for in Section 2(b) hereof is exercised after the third Business Day immediately preceding the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representative, at One Wachovia Center, 301 South College Street, Charlotte, North Carolina 28288, on the date specified by the Representative (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representative of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company. If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representative on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 7 hereof.

4. Offering by Underwriters. It is understood that the several Underwriters propose to offer the Securities for sale to the public as set forth in the Final Prospectus.

5. Agreements. The Company agrees with the several Underwriters that:

(a) Prior to the termination of the offering of the Securities, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Prospectus) to the Base Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. The Company will cause the Final Prospectus, properly completed, and any supplement thereto to be filed in a form approved by the Representative with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the Representative of such timely filing. The Company will promptly advise the Representative (i) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission, (ii) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective, (iii) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Final Prospectus or for any additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any notice objecting to its use or the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Company of any notification with respect to the suspension of the

-12-

qualification of the Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company will use its commercially reasonable efforts to prevent the issuance of any such stop order or the occurrence of any such suspension or objection to the use of the Registration Statement and, upon such issuance, occurrence or notice of objection, to obtain as soon as possible the withdrawal of such stop order or relief from such occurrence or objection, including, if necessary, by filing an amendment to the Registration Statement or a new registration statement and using its best efforts to have such amendment or new registration statement declared effective as soon as practicable.

(b) To prepare a final term sheet, containing solely a description of final terms of the Securities and the offering thereof, in the form approved by you and attached as Schedule VI hereto and, if the filing of such final term sheet is required pursuant to Rule 433(d), to file such term sheet pursuant to Rule 433(d) within the time required by such Rule.

(c) If, at any time prior to the filing of the Final Prospectus pursuant to Rule 424(b), any event occurs as a result of which the Disclosure Package would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made or the circumstances then prevailing not misleading, the Company will (i) notify promptly the Representative so that any use of the Disclosure Package may cease until it is amended or supplemented; (ii) amend or supplement the Disclosure Package to correct such statement or omission; and (iii) supply any amendment or supplement to you in such quantities as you may reasonably request.

(d) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made at such time not misleading, or if it shall be necessary to amend the Registration Statement, file a new registration statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, including in connection with use or delivery of the Final Prospectus, the Company promptly will (i) notify the Representative of any such event, (ii) prepare and file with the Commission, subject to the second sentence of paragraph (a) of this Section 5, an amendment or supplement or new registration statement which will correct such statement or omission or effect such compliance, (iii) use its commercially reasonable efforts to have any amendment to the Registration Statement or new registration statement declared effective as soon as practicable in order to avoid any disruption in use of the Final Prospectus and (iv) supply any supplemented Final Prospectus to you in such quantities as you may reasonably request.

(e) As soon as practicable, the Company will make generally available to its security holders and to the Representative an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158.

-13-

(f) The Company will furnish to the Representative and counsel for the Underwriters, without charge, signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), as many copies of each Preliminary Prospectus, the Final Prospectus and each Issuer Free Writing Prospectus and any supplement thereto as the Representative may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering.

(g) The Company will arrange, if necessary, for the qualification of the Securities for sale under the laws of such jurisdictions as the Representative may designate and will maintain such qualifications in effect so long as required for the distribution of the Securities; provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action that would subject it to service of process in suits, other than those arising out of the offering or sale of the Securities, in any jurisdiction where it is not now so subject.

(h) The Company agrees that, unless it has or shall have obtained the prior written consent of the Representative, and each Underwriter, severally and not jointly, agrees with the Company that, unless it has or shall have obtained, as the case may be, the prior written consent of the Company, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405) required to be filed by the Company with the Commission or retained by the Company under Rule 433, other than a free writing prospectus containing the information contained in the final term sheet prepared and filed pursuant to Section 5(b) hereof; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the Free Writing Prospectuses included in Schedule V hereto and any electronic road show. Any such free writing prospectus consented to by the Representative or the Company is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.

(i) The Company will not, without the prior written consent of Wachovia Capital Markets, LLC, offer, sell, contract to sell, pledge, or otherwise dispose of, (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company) directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act shares of any class of capital stock of the Company (other than the Securities) which is preferred as to the payment of dividends, or as to the distribution of assets upon any liquidation or dissolution of the Company, over shares of any other class

-14-

of capital stock of the Company or publicly announce an intention to effect any such transaction, until the Business Day set forth on Schedule I hereto. Notwithstanding the foregoing, if (x) during the last 17 days of the 45-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or (y) prior to the expiration of the 45-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 45-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Company will provide the Representative and any co-managers with prior notice of any such announcement that gives rise to an extension of the restricted period.

(j) The Company will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.

(k) The Company agrees to pay the costs and expenses relating to the following matters: (i) the preparation, printing or reproduction and filing with the Commission of the Registration Statement (including financial statements and exhibits thereto), each Preliminary Prospectus, the Final Prospectus and each Issuer Free Writing Prospectus, and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, each Preliminary Prospectus, the Final Prospectus and each Issuer Free Writing Prospectus, and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Securities; (iii) the preparation, printing, authentication, issuance and delivery of certificates for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, any blue sky memorandum and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Securities; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the New York Stock Exchange; (vi) any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several states (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such registration and qualification); (vii) any filings required to be made with the NASD, Inc. (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such filings); (viii) the transportation and other expenses incurred by or on behalf of Company representatives in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company; and (x) all other costs and expenses incident to the performance by the Company of its obligations hereunder. It is understood, however, that except as permitted in this Section 5, the Underwriters will pay all of their own costs and expenses, including, but not limited to, the fees of their counsel.

-15-

6. Qualified Independent Underwriter.

(a) The Company hereby confirms its engagement of the services of Wachovia Capital Markets, LLC as a “qualified independent underwriter,” (in such capacity the “QIU”) within the meaning of Section (b)(15) of Rule 2720 of the Conduct Rules of the National Association of Securities Dealers, Inc., with respect to the offering and sale of the Securities.

(b) The QIU hereby represents and warrants to, and agrees with, the Company and the Underwriters that with respect to the offering and sale of the Offered Securities as described in the Prospectus and Prospectus Supplement:

(i) The QIU constitutes a “qualified independent underwriter” within the meaning of Section (b)(15) of Rule 2720 of the Conduct Rules of the National Association of Securities Dealers, Inc.;

(ii) The QIU has participated in the preparation of the Preliminary Prospectus and the Final Prospectus and has exercised the usual standards of “due diligence” in respect thereto;

(iii) The QIU has undertaken the legal responsibilities and liabilities of an underwriter under the Securities Act of 1933, as amended, specifically including those inherent in Section 11 thereof; and

(iv) Based upon (A) a review of the Company, including an examination of the Registration Statement, information regarding the earnings, assets, capital structure and growth rate of the Company and other pertinent financial and statistical data, (B) inquiries of and conferences with the management of the Company and its counsel and independent public accountants regarding the business and operations of the Company, (C) consideration of the prospects for the industry in which the Company competes, estimates of the business potential of the Company, assessments of its management, the general condition of the securities markets, market prices of the capital stock and debt securities of, and financial and operating data concerning, companies believed by the QIU to be comparable to the Company with preferred stock similar to the Securities and the demand for securities of comparable companies similar to the Securities, and (D) such other studies, analyses and investigations as the QIU has deemed appropriate, and assuming that the offering and sale of the Offered Securities is made as contemplated herein and in the Preliminary Prospectus and Final Prospectus, the QIU recommends, as of the date of the execution and delivery of this Agreement, that the yields on the Offered Securities be not less than 9.75%, which minimum yields should in no way be considered or relied upon as an indication of the value of the Securities.

(c) The QIU hereby agrees with the Company and the Underwriters that, as part of its services hereunder, in the event of any amendment or supplement to either the Preliminary Prospectus or the Final Prospectus, the QIU will render services as a “qualified independent underwriter,” in accordance with Rule 2710 of the Conduct Rules of the National Association of Securities Dealers, Inc., as such term is defined in Section (b)(15) of Rule 2720 of the Conduct Rules of the National Association of Securities Dealers, Inc. with respect to the offering and sale of the Securities as described in either the Preliminary Prospectus or the Final Prospectus, as so amended or supplemented, that are substantially the same as those services being rendered with respect to the offering and sale of the Securities as described in the Preliminary Prospectus and the Final Prospectus (including those described above).

-16-

7. Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Underwritten Securities and the Option Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Company contained herein as of the Execution Time, the Closing Date and any settlement date pursuant to Section 3 hereof, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions:

(a) The Final Prospectus, and any supplement thereto, have been filed in the manner and within the time period required by Rule 424(b); the final term sheet contemplated by Section 5(b) hereof, and any other material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened.

(b) The Company shall have requested and caused to be furnished to the Representative legal opinions, dated the Closing Date and addressed to the Representative, from the following parties:

(i) Vorys, Sater, Seymour and Pease LLP, counsel for the Company, in the form attached hereto as Exhibit A.

(ii) J. Thomas Mason, General Counsel for the Company, in the form of Exhibit B.

(c) The Representative shall have received from Cahill Gordon & Reindel LLP, counsel for the Underwriters, an opinion and negative assurance letter, each dated the Closing Date and addressed to the Representative, with respect to the issuance and sale of the Securities, the Registration Statement, the Disclosure Package, the Final Prospectus (together with any supplement thereto) and other related matters as the Representative may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters.

(d) The Company shall have furnished to the Representative a certificate of the Company, signed by the Chairman of the Board or the President and the principal financial or accounting officer of the Company, dated the Closing Date, to the effect that the signers of such certificate have carefully examined the Registration Statement, the Disclosure Package, the Final Prospectus and any supplements or amendments thereto, as well as each electronic road show used in connection with the offering of the Securities, and this Agreement and that:

(i) the representations and warranties of the Company in this Agreement are true and correct in all material respects (disregarding any qualifications contained herein regarding materiality or Material Adverse Effect) on and as of the Closing Date with the same effect as if made on the Closing Date and the Company has complied in all material respects with all the agreements

-17-

and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date;

(ii) no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and no proceedings for that purpose have been instituted or, to the Company’s knowledge, threatened; and

(iii) since the date of the most recent financial statements included in the Disclosure Package and the Final Prospectus (exclusive of any supplement thereto), there has been no material adverse change, or any development involving a prospective change, in the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its subsidiaries, taken as a whole, except as set forth in or contemplated in the Disclosure Package and the Final Prospectus (exclusive of any supplement thereto).

(e) The Company shall have requested and caused Deloitte & Touche LLP to have furnished to the Representative, at the Execution Time and at the Closing Date, letters (which may refer to letters previously delivered to one or more of the Representative), dated respectively as of the Execution Time and as of the Closing Date, in form and substance satisfactory to the Representative, confirming that they are independent accountants within the meaning of the Act and the Exchange Act and the respective applicable rules and regulations adopted by the Commission thereunder and stating in effect that:

(i) in their opinion the audited financial statements and financial statement schedules included or incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Final Prospectus and reported on by them comply as to form with the applicable accounting requirements of Regulation S-X;

(ii) on the basis of a reading of the latest unaudited financial statements made available by the Company and the Subsidiaries; a reading of the minutes of the meetings of the stockholders and Board of Directors (and committees thereof) of the Company and the Subsidiaries; and inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company and the Subsidiaries as to transactions and events subsequent to December 31, 2006, nothing came to their attention which caused them to believe that:

(A) with respect to the period subsequent to December 31, 2006, there were any changes, at a specified date not more than five days prior to the date of the letter, in the long-term debt of the Company and its consolidated subsidiaries or capital stock of the Company or decreases in the shareholders’ equity of the Company or working capital of the Company and its consolidated subsidiaries as compared with the amounts shown on the December 31, 2006 consolidated balance sheet included or incorporated by reference in the Final Prospectus, or for the period from January 1, 2007 to such specified date there were any decreases, as

-18-

compared with the corresponding period in the preceding year in net income or income before income taxes or in total or per share amounts of net income of the Company and its consolidated subsidiaries, except in all instances for changes or decreases set forth in such letter, in which case the letter shall be accompanied by an explanation by the Company as to the significance thereof unless said explanation is not deemed necessary by the Representative; and

(B) the information included in the Preliminary Prospectus and the Final Prospectus under the heading “Selected Consolidated Historical Financial and Other Data” and in Item 11 of the Company’s Annual Report on Form 10-K, incorporated by reference in the Preliminary Prospectus and the Final Prospectus, is not in conformity with the disclosure requirements of Regulation S-K;

(iii) they have performed certain other specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature (which is limited to accounting, financial or statistical information derived from the general accounting records of the Company and its consolidated subsidiaries) set forth or incorporated by reference in the Final Prospectus, including, without limitation, the information set forth under the captions “Selected Historical Consolidated Financial and Other Data” in the Preliminary Prospectus and the Final Prospectus, the information included or incorporated by reference in Items 1, 2, 6, 7 and 11 of the Company’s Annual Report on Form 10-K, incorporated by reference in the Final Prospectus and the information included in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included or incorporated by reference in the Company’s annual report on Form 10-K or reports on Form 8-K, incorporated by reference in the Final Prospectus, agrees with the accounting records of the Company and its consolidated subsidiaries, excluding any questions of legal interpretation.

References to the Final Prospectus in this paragraph (e) include any supplement thereto at the date of the letter.

(f) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof) and the Final Prospectus (exclusive of any supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (e) of this Section 7 or (ii) any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), prospects, earnings, business or properties of the Company and the Subsidiaries taken as a whole, except as set forth in or contemplated in the Disclosure Package and the Final Prospectus (exclusive of any amendment or supplement thereto) the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Representative, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated by the Registration Statement (exclusive of any amendment thereof), the Disclosure Package and the Final Prospectus (exclusive of any amendment or supplement thereto).

-19-

(g) Subsequent to the Execution Time, there shall not have been any decrease in the rating of any of the Company’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change.

(h) Prior to the Closing Date, the Company shall have furnished to the Representative such further information, certificates and documents as the Representative may reasonably request.

(i) Application shall have been made to have the Securities listed for trading on the New York Stock Exchange, and satisfactory evidence of such actions shall have been provided to the Representative.

If any of the conditions specified in this Section 7 shall not have been fulfilled when and as provided in this Agreement, this Agreement and all obligations of the Underwriters hereunder may be cancelled at, or at any time prior to, the Closing Date by the Representative. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing.

The documents required to be delivered by this Section 7 will be delivered at the office of Cahill Gordon & Reindel LLP , counsel for the Underwriters, at 80 Pine Street, New York, NY 10005, on the Closing Date.

8. Reimbursement of Underwriters’ Expenses. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 7 hereof is not satisfied, because of any termination pursuant to Section 11 hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters and the QIU severally through Wachovia Capital Markets, LLC on demand for all reasonable out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities.

9. Indemnification and Contribution.

(a) The Company agrees to indemnify and hold harmless each Underwriter, the QIU, the directors, officers, employees, Affiliates and agents of each Underwriter and the QIU and each person who controls any Underwriter or the QIU within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other U.S. federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the registration statement for the registration of the Securities as originally filed or in any amendment thereof, or in the Base Prospectus, any Preliminary Prospectus or any other preliminary prospectus supplement relating to the Securities, the Final Prospectus, any Issuer Free Writing Prospectus or the information contained in the final term sheet required to be prepared and filed pursuant to Section 5(b) hereto, or in any amendment or supplement thereto,

-20-

or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter or the QIU through the Representative specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

(b) Each Underwriter and the QIU severally and not jointly agrees to indemnify and hold harmless the Company, each of its directors, each of its officers, and each person who controls the Company within the meaning of either the Act or the Exchange Act, to the same extent as the foregoing indemnity from the Company to each Underwriter or the QIU, as applicable, but only with reference to written information relating to such Underwriter or the QIU, as applicable, furnished to the Company by or on behalf of such Underwriter through the Representative specifically for inclusion in the documents referred to in the foregoing indemnity. This indemnity agreement will be in addition to any liability that any Underwriter or the QIU may otherwise have. The Company acknowledges that the statements set forth (i) in the last paragraph of the cover page regarding delivery of the Securities and, under the heading “Underwriting” (ii) the list of Underwriters and their respective participation in the sale of the Securities, (iii) the sentences related to concessions and reallowances and (iv) the paragraph related to stabilization, syndicate covering transactions and penalty bids in any Preliminary Prospectus and the Final Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in any Preliminary Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus.

(c) Promptly after receipt by an indemnified party under this Section 9 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 9, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel (including local counsel) of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel, other than local counsel if not appointed by the indemnifying party, retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel (including local counsel) to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such

-21-

counsel with a conflict of interest; (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties that are different from or additional to those available to the indemnifying party; (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent (x) includes an unconditional release of each indemnified party from, in form and substance satisfactory to such indemnified party, all liability arising out of such claim, action, suit or proceeding and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

(d) In the event that the indemnity provided in paragraph (a) or (b) of this Section 9 is unavailable to or insufficient to hold harmless an indemnified party for any reason, the Company, the Underwriters and the QIU severally agree to contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating or defending any loss, claim, damage, liability or action) (collectively “Losses”) to which the Company and one or more of the Underwriters or the QIU may be subject in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and by the Underwriters and the QIU on the other from the offering of the Securities; provided, however, that in no case shall any Underwriter (except as may be provided in any agreement among underwriters relating to the offering of the Securities) be responsible for any amount in excess of the underwriting discount or commission applicable to the Securities purchased by such Underwriter hereunder. If the allocation provided by the immediately preceding sentence is unavailable for any reason, the Company and the Underwriters and the QIU severally shall contribute in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand and the Underwriters and the QIU on the other in connection with the statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. Benefits received by the Company shall be deemed to be equal to the total net proceeds from the offering (before deducting expenses) received by it, benefits received by the Underwriters and the QIU shall be deemed to be equal to the total underwriting discounts and commissions, in each case as set forth on the cover page of the Final Prospectus. Relative fault shall be determined by reference to, among other things, whether any untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information provided by the Company on the one hand or the Underwriters on the other, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The Company and the Underwriters and the QIU agree that it would not be just and equitable if contribution were determined by pro rata allocation or any other method of allocation that does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this paragraph (d), no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

-22-

For purposes of this Section 9, each person who controls an Underwriter or the QIU within the meaning of either the Act or the Exchange Act and each director, officer, employee, Affiliate and agent of an Underwriter or the QIU shall have the same rights to contribution as such Underwriter or the QIU, and each person who controls the Company within the meaning of either the Act or the Exchange Act, each officer of the Company and each director of the Company shall have the same rights to contribution as the Company, subject in each case to the applicable terms and conditions of this paragraph (d). The Underwritters’ obligations to contribute pursuant to this Section 9 are several in proportion to their respective purchase obligations hereunder and not joint.

10. Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 10, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representative shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.

11. Termination. This Agreement shall be subject to termination in the absolute discretion of the Representative, by notice given to the Company prior to delivery of and payment for the Securities, if at any time prior to such time (i) trading in the Company’s Common Shares shall have been suspended by the Commission or the New York Stock Exchange or trading in securities generally on the New York Stock Exchange, American Stock Exchange or the Nasdaq Global Market shall have been suspended or limited or minimum prices shall have been established on any of such exchanges or the Nasdaq Global Market, (ii) a banking moratorium shall have been declared either by Federal or New York State authorities or (iii) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national emergency or war, or other calamity or crisis the effect of which on financial markets is such as to make it, in the sole judgment of the Representative, impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated by the Preliminary Prospectus or the Final Prospectus (exclusive of any amendment or supplement thereto).

12. Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and

-23-

effect, regardless of any investigation made by or on behalf of any Underwriter or the Company or any of the officers, directors, employees, agents or controlling persons referred to in Section 9 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 8 and 9 hereof shall survive the termination or cancellation of this Agreement.

13. Notices. All communications hereunder will be in writing and effective only on receipt, and, if sent to the Representative, will be mailed, delivered or telefaxed to the Wachovia Capital Markets, LLC General Counsel (fax no.: (704) 383-0353) and confirmed to the General Counsel, Wachovia Capital Markets, LLC, at 301 South College St., Charlotte, NC 28288, Attention: General Counsel; or, if sent to the Company, will be mailed, delivered or telefaxed to the Company (fax no.: (614) 418-8080) and confirmed to it at 3 Easton Oval, Suite 500, Columbus, Ohio 43219, Attention: General Counsel, with a copy mailed, delivered or telefaxed to Vorys, Sater, Seymour and Pease LLP, 52 East Gay Street, Columbus, Ohio 43215, Attention: Ronald A. Robins, Jr. (fax no.: (614) 719-4926).

14. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and the indemnified persons referred to in Section 9 hereof, and their respective successors, and no other person will have any right or obligation hereunder.

15. No Fiduciary Duty. The Company hereby acknowledges that (a) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwriters and any affiliate through which it may be acting, on the other, (b) the Underwriters are acting as principal and not as an agent or fiduciary of the Company and (c) the Company’s engagement of the Underwriters in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether any of the Underwriters has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

16. Integration. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Underwriters, or any of them, with respect to the subject matter hereof.

17. Applicable Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. The Company hereby waives any right to trial by jury in any action, proceeding or counterclaim arising out of or relating to this Agreement.

18. Counterparts. This Agreement may be signed in one or more counterparts, each of which shall constitute an original and all of which together shall constitute one and the same agreement.

19. Headings. The section headings used herein are for convenience only and shall not affect the construction hereof.

20. Definitions. The terms that follow, when used in this Agreement, shall have the meanings indicated.

-24-

“Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Base Prospectus” shall mean the base prospectus referred to in paragraph 1(a) above contained in the Registration Statement at the Execution Time.

“Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City.

“Commission” shall mean the Securities and Exchange Commission.

“Disclosure Package” shall mean (i) the Base Prospectus, (ii) the Preliminary Prospectus used most recently prior to the Execution Time, (iii) the Issuer Free Writing Prospectuses, if any, identified in Schedule V hereto, (iv) the final term sheet prepared and filed pursuant to Section 5(b) hereto, if any, and (v) any other Free Writing Prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package.

“Effective Date” shall mean each date and time that the Registration Statement, any post-effective amendment or amendments thereto and any Rule 462(b) Registration Statement became or becomes effective.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Execution Time” shall mean 8:00 p.m. (New York City time) on March 8, 2007.

“Final Prospectus” shall mean the prospectus supplement relating to the Securities that was first filed pursuant to Rule 424(b) after the Execution Time, together with the Base Prospectus.

“Free Writing Prospectus” shall mean a free writing prospectus, as defined in Rule 405.

“Issuer Free Writing Prospectus” shall mean an issuer free writing prospectus, as defined in Rule 433.

“Preliminary Prospectus” shall mean any preliminary prospectus supplement to the Base Prospectus referred to in paragraph 1(a) above which is used prior to the filing of the Final Prospectus, together with the Base Prospectus.

“Registration Statement” shall mean the registration statement referred to in paragraph 1(a) above, including exhibits and financial statements and any prospectus supplement relating to the Securities that is filed with the Commission pursuant to Rule 424(b) and deemed part of such registration statement pursuant to Rule 430B, as amended on each Effective Date and, in the event any post-effective amendment thereto or any Rule 462(b) Registration Statement becomes effective prior to the Closing Date, shall also mean such registration statement as so amended or such Rule 462(b) Registration Statement, as the case may be.

-25-

“Rule 158”, “Rule 163”, “Rule 164”, “Rule 172”, “Rule 405”, “Rule 415”, “Rule 424”, “Rule 430B”, “Rule 433” and “Rule 462” refer to such rules under the Act.

“Rule 462(b) Registration Statement” shall mean a registration statement and any amendments thereto filed pursuant to Rule 462(b) relating to the offering covered by the registration statement referred to in Section 1(a) hereof.

-26-

If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters.

Very truly yours,
M/I HOMES, INC.
By:	/s/ J. Thomas Mason
Name:	J. Thomas Mason
Title:	Senior Vice President and General Counsel

The foregoing Agreement is hereby confirmed and accepted as of the date specified in Schedule I hereto.
For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement.
By:	Wachovia Capital Markets, LLC
By:	/s/ Jim Stenson
Name:	Jim Stenson
Title:	Managing Director

-27-

SCHEDULE I

Underwriting Agreement dated March 8, 2007

Registration Statement No. 333–85662

Representative: Wachovia Capital Markets, LLC

Title, Purchase Price and Description of Securities:

   Title: Depositary Shares, each representing 1/1,000^th of a 9.75% Series A Preferred Share

   Number of Underwritten Securities to be sold by the Company: 4,000,000

   Number of Option Securities to be sold by the Company: 600,000

   Price per Share to Public (include accrued dividends, if any): $25.00

   Price per Share to the Underwriters: $24.2125

Closing Date, Time and Location: March 15, 2007 at 10:00 a.m. at Cahill Gordon & Reindel LLP , counsel for the Underwriters, at 80 Pine Street, New York, NY 10005.

Type of Offering: Non-Delayed

Date referred to in Section 5(i) after which the Company may offer or sell securities issued by the Company without the consent of the Representative April 29, 2007.

Modification of items to be covered by the letter from Deloitte & Touche LLP delivered pursuant to Section 6(e) at the Execution Time:

SCHEDULE II

Underwriters	Number of Underwritten Securities to be Purchased
Wachovia Capital Markets, LLC.	2,920,636
Credit Suisse Securities (USA) LLC	285,714
J.P. Morgan Securities Inc.	285,714
Greenwich Capital Markets, Inc.	126,984
The Huntington Investment Company	126,984
KeyBanc Capital Markets, a division of McDonald Investments Inc.	126,984
SunTrust Capital Markets, Inc.	126,984
Total	4,000,000

SCHEDULE III

Subsidiaries

M/I Financial Corp., an Ohio corporation.

MHO, LLC, a Florida limited liability company.

M/I Homes Service Corp., an Ohio corporation.

M/I Properties, LLC, an Ohio limited liability company.

Northeast Office Venture, LLC, a Delaware limited liability company

M/I Title Agency Ltd., an Ohio limited liability company.

M/I Homes First Indiana LLC, an Indiana limited liability company.

Washington Metro Residential Title Agency LLC, a Virginia limited liability company.

M/I Homes Second Indiana LLC, an Indiana limited liability company.

M/I Homes of Indiana, L.P., an Indiana limited partnership.

M/I Homes of Florida, LLC, a Florida limited liability company.

M/I Homes of Tampa, LLC, a Florida limited liability company.

M/I Homes of Orlando, LLC, a Florida limited liability company

M/I Homes of West Palm Beach, LLC, a Florida limited liability company

MHO Holdings, LLC, a Florida limited liability company.

M/I Homes of Charlotte, LLC a Delaware limited liability company.

M/I Homes of Raleigh, LLC, a Delaware limited liability company.

M/I Homes of DC, LLC, a Delaware limited liability company.

M/I Homes of Cincinnati, LLC, an Ohio limited liability company.

M/I Homes of Central Ohio, LLC, an Ohio limited liability company.

The Fields at Perry Hall, LLC, a Maryland limited liability company.

Wilson Farm, LLC, a Maryland limited liability company.

TransOhio Residential Title Agency, Ltd., an Ohio limited liability company.

K-Tampa, LLC, a Florida limited liability company.

M/I Homes of Lake County, LLC, a Florida limited liability company.

M/I-Majestic Oaks GP, LLC, a Florida limited liability company.

Etowah, LLC, a Florida limited liability company.

M/I Insurance Agency, LLC, an Ohio limited liability company.

SCHEDULE IV

Joint Ventures

		% of
JOINT VENTURE NAME	PARTNERS NAMES	OWNERSHIP
COLUMBUS JOINT VENTURES
Tussic Road Associates, LLC	*M/I Homes of Central Ohio, LLC	33 1/3
(Sherbrook)	Dominion Homes, Inc.	33 1/3
	Homewood Corporation	33 1/3
Lehman Road Associates LLC	*M/I Homes of Central Ohio, LLC	33 1/3
(Meadows at Winchester)	Dominion Homes, Inc.	33 1/3
	Homewood Corporation	33 1/3
Newport Village, Ltd.	M/I Homes of Central Ohio, LLC	50
	*Homewood Corporation	50
King Farm, LLC	M/I Homes of Central Ohio, LLC	50
(Westbrooke Park)	*Homewood Corporation	50
HMI Properties, Ltd.	M/I Homes of Central Ohio, LLC	50
(Park @ Harrison Pond)	*Homewood Corporation	50
Woods at Reynoldsburg, LLC	*M/I Homes of Central Ohio, LLC	66 2/3
(Park at Waggoner)	Homewood Corporation	33 1/3
DHMI Lakes, Ltd.	M/I Homes of Central Ohio, LLC	50
(Highland Lakes)	*Dominion Homes, Inc.	50
131 River Road, LLC	*M/I Homes of Central Ohio, LLC	33 1/3
(Park Trails)	Dominion Homes, Inc.	33 1/3
	Homewood Corporation	33 1/3
Diley Road	M/I Homes of Central Ohio, LLC	50
(Fox Glen/Diley Road—Columbus)	*Dominion Homes, Inc.	50
(Villages @ Sycamore Creek—Horizon)
Hoover Park, Ltd.	M/I Homes of Central Ohio, LLC	50
(Holton Run)	*Homewood Corporation	50
Home Road, Ltd.	M/I Homes of Central Ohio, LLC	50
(Scioto Reserve)	*Homewood Corporation	50
AD Creek, LLC	*M/I Homes of Central Ohio, LLC	33 1/3
(Lakewood—Columbus)	Dominion Homes, Inc.	33 1/3
(Fairways @ Lakewood—Showcase)	Homewood Corporation	33 1/3
Plain City, Ltd.	M/I Homes of Central Ohio, LLC	50
(Copperfield)	*Homewood Corporation	50
Cheshire Road LLC	*M/I Homes of Central Ohio, LLC	50

(Cheshire Crossing)	Dominion Homes, Inc.	50
(Cheshire Crossing West)
Hilliard Green, Ltd, LLC	*M/I Homes of Central Ohio, LLC	50
Hilliard Meadows, (JAL)	Dominion Homes, Inc.	50
Cheshire Woods, LLC	*M/I Homes of Central Ohio, LLC	50
	Homewood Corporation	50
Hidden Creek Estates, LLC	M/I Homes of Central Ohio, LLC	50
	Mobley Homes of Ohio, LLC	50
Woods at Jefferson, Ltd.	*M/I Homes of Central Ohio, LLC	33 1/3
(Waggoner Chase)	Dominion Homes, Inc.	33 1/3
(Waggoner Woods)	Homewood Corporation	33 1/3
(Willow Brook—McNeil/Curb Appeal)
(Cedar Run—Sicaras)
Powell Road, LLC	*M/I Homes of Central Ohio, LLC	50
(Prestwick Commons)	Homewood Corporation	50
Big Run Ltd.	M/I Homes of Central Ohio, LLC	50
(Alkire Lakes)	*Dominion Homes, Inc.	50
Broad/Galloway Associates, LLC	M/I Homes of Central Ohio, LLC	50
(Galloway Highlands)	*Dominion Homes, Inc.	50
(Alta Rome, Blauser)
SHOWCASE JOINT VENTURES
Medallion Properties, LLC	*M/I Homes of Central Ohio, LLC	50
	F.A. Kohler Company, Inc.	50
TAMPA JOINT VENTURE
Palm Cove Developers, LLC	M/I Homes of Tampa, LLC	50
	Ashton Tampa Residential, LLC	50
Triple Creek, LLC	M/I Homes of Tampa, LLC	50
	Centex Homes	50
Majestic Oaks Developers	M/I Homes of Tampa, LLC	49.9
	M/I-Majestic Oaks GP, LLC	0.1
	Avatar Properties, Inc.	49.9
	Avatar-Majestic Oaks GP, LLC	0.1
Long Lake Ranch, LLC	M/I Homes of Tampa, LLC	50
	Beazer Homes Corp.	50

-2-

ORLANDO JOINT VENTURE
Wetherbee Ventures, LLC	M/I Homes of Orlando, LLC	50
	*Beazer Homes Corp.	50

-3-

SCHEDULE V

Schedule of Free Writing Prospectuses included in the Disclosure Package

Issuer Free Writing Prospectus dated March 8, 2007

-4-

SCHEDULE VI

See Attached.

Issuer Free Writing Prospectus

Filed by: M/I Homes, Inc.

Pursuant to Rule 433 under the Securities Act of 1933

Registration Statement No. on Form S-3: 333-85662

March 8, 2007

M/I Homes, Inc.

Depositary Shares, each representing 1/1,000^th of a 9.75% Series A Preferred Share

Final Term Sheet

Issuer:	M/I Homes, Inc.
Security:	Depositary Shares, each representing 1/1,000th of a 9.75% Series A Preferred Share
Security Ratings:	B2/B/B+ (negative/negative/stable)
CUSIP:	55305B 200
Offering size:	4,000,000 Depositary Shares
Over-allotment option:	600,000 Depositary Shares
Type of security:	SEC Registered—Registration Statement on Form S-3: No. 333-85662; preliminary prospectus supplement dated March 7, 2007
Public offering price:	$25.00 per Depositary Share (plus accrued dividends, if any, from March 15, 2007; $100,000,000 total ($115,000,000 total, if over-allotment option is exercised in full))
Underwriting discounts and commissions:	$0.7875 per Depositary Share; $3,150,000 total ($3,622,500 total, if over-allotment option is exercised in full)
Proceeds to the Company, before expenses:	$24.2125 per Depositary Share; $96,850,000 total ($111,377,500 total, if over-allotment option is exercised in full)
Sole Lead and Book Running Manager:	Wachovia Capital Markets, LLC	2,920,636 shares
Co-Managers:	Credit Suisse Securities (USA) LLC	285,714 shares
	J.P. Morgan Securities Inc.	285,714 shares
	Greenwich Capital Markets, Inc.	126,984 shares
	The Huntington Investment Company	126,984 shares
	KeyBanc Capital Markets, a division of McDonald Investments Inc.	126,984 shares
	SunTrust Capital Markets, Inc.	126,984 shares

Liquidation Preference:	$25.00 per Depositary Share
Dividend rate:	9.75% of the liquidation preference per annum; $2.4375 per annum per Depositary Share, non-cumulative from, but excluding, March 15, 2007 (subject to the dividend rate step-up to 10.75% per annum upon the occurrence of a change of control event as described in the prospectus supplement)
Optional Redemption:	On or after March 15, 2012 (subject to a special optional redemption right upon the occurrence of a change of control event as described in the prospectus supplement)
Trade date:	March 8, 2007
Settlement date:	March 15, 2007
Payment dates:	Quarterly on March 15, June 15, September 15 and December 15 of each year, when, as, and if declared by the Company, beginning on June 15, 2007
Maturity date:	Perpetual
Selling concession:	Not to exceed $0.50 per Depositary Share
Reallowance to other dealers:	Not to exceed $0.45 per Depositary Share
Expected Listing:	New York Stock Exchange under the symbol “MHOPrA”

The issuer has filed a registration statement on Form S-3 (including a prospectus and a preliminary prospectus supplement dated March 7, 2007) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it from Wachovia Capital Markets, LLC by calling toll-free 1- 866-289-1262.

-2-

ANNEX A

Significant Subsidiaries

M/I Financial Corp.

M/I Homes of Florida, LLC

M/I Homes of Tampa, LLC

M/I Homes of Central Ohio, LLC

M/I Homes of DC, LLC

EXHIBIT A

Form of Opinion of Vorys, Sater, Seymour and Pease LLP

-2-

EXHIBIT B

Form of Opinion of J. Thomas Mason,

General Counsel of the Company