Exhibit 10.9 




MGIC INVESTMENT
CORPORATION 
SUPPLEMENTAL
EXECUTIVE RETIREMENT PLAN 



	1.  	Purpose 






        The
purposes of this MGIC Investment Corporation Supplemental Executive Retirement Plan
(hereinafter referred to as the “Plan”) are to restore retirement benefits to
certain participants in the Company’s pension plan whose benefits under said Plan are
or will be limited by reason of Sections 401(a)(17) or 415 of the Internal Revenue Code of
1986, as amended (“Code”) and to provide certain other retirement benefits. 



        This
Plan is completely separate from the tax-qualified Pension Plan maintained by the Company
and is not funded or qualified for special tax treatment under the Code. 



	2.  	Effective
Date 






        The
Plan is effective as of July 31, 1990. 



	3.  	Definitions 






        The following
terms as used herein shall have the meanings set forth below: 



	 	        “Company” means
MGIC Investment Corporation, a Wisconsin corporation.  







	 	        “Employer” or
“Employers” means the Company and any subsidiary or affiliate thereof which is
a “Participating Employer” under the Pension Plan.  







	 	        “Group
Annuity Contract” means Group Annuity Contract 8474-0 issued by Metropolitan Life
Insurance Company to provide for the payment of benefits accrued under a terminated
pension plan previously maintained by the Company’s predecessor.  







	 	        “Participant”means
an employee of the Employers who is a participant in the Pension Plan and who is (or
whose position is) designated for participation herein by the board of directors of the
Company. As of the Effective Date, the following officers of Mortgage Guaranty Insurance
Corporation are designated as Participants:  







	 	
Chief
Executive Officer                                     
Chief Operating Officer
                                    
All Executive Vice Presidents
                                    
All Senior Vice Presidents 






	 	        “Pension
Plan” means the defined benefit pension plan maintained by the Company known as the
MGIC Investment Corporation Pension Plan and any successor to such plan maintained by the
Company or any successor or affiliate of the Company.  
















	 	        “Pension
Plan Benefits” means the monthly benefits payable under the terms of the Pension
Plan and/or under the Group Annuity Contract.  







	 	        In
addition, (i) effective January 1, 1998, any employee of the Employers not referred to
above who is in salary grade 401 through 412, inclusive, shall be in a position
designated for participation in the Plan, and (ii) after December 31, 1999, William H.
Lacy, while he remains an employee of an Employer, shall continue to be a participant in
the Plan.  







	4.  	Administration 






        The
Plan shall be administered by the Administrator of the Pension Plan
(“Administrator”). Decisions and determinations by the Administrator shall be
final and binding on all parties, except when manifestly contrary to the provisions of
this Plan and except that no presumption of validity shall be given to any such decision
or determination with respect to Section 5(d). The Administrator shall have the authority
to interpret the Plan, to promulgate and revise rules and regulations relating to the Plan
and to make any other determinations which it deems necessary or advisable for the
administration thereof. 



	5.  	Pension
Plan Supplement 






        (a)              Any
Participant who, upon termination of employment with the Employers after the
          Effective Date has a vested and nonforfeitable right to a pension under the
          Pension Plan, or such Participant’s spouse or other beneficiary, shall be
          entitled to a benefit payable hereunder in accordance with this Section 5,
equal           to the excess, if any, of  




	 	        (i)                   the
amount of such Participant’s, surviving spouse’s or other
               beneficiary’s Pension Plan Benefits computed under the provisions of
the                Pension Plan and Group Annuity Contract, but: determined without
regard to the                limitations on benefits imposed by reason of Section 415 of
the Code or the                limitation on considered compensation under Section
401(a)(17) of the Code; and,                effective January 29, 2004, for an actively
employed officer of Mortgage                Guaranty Insurance Corporation then
participating in the Plan, and for officers                of Mortgage Guaranty Insurance
Corporation who participate in the Plan                thereafter, determined by adding
to “Compensation,” as that term is                defined in the Pension Plan,
the market value, determined as of the date of the                award, of restricted
stock of the Company awarded (regardless of whether such                stock is
subsequently forfeited) as part of such Participant’s bonus during
               any year beginning on or after January 1, 1999, but excluding any such
               restricted stock awarded to match an election of such Participant to
receive                restricted stock; over  







	 	        (ii)                   the
amount of Pension Plan Benefits actually payable to such Participant,
               surviving spouse or other beneficiary for each month under the Pension
Plan and                Group Annuity Contract, as computed under the provisions of such
Plan and                Contract.  










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        The
amount of Pension Plan Benefits in the computation under clauses (i) and (ii) above shall
exclude any Pension Plan Benefits earned after a Participant no longer occupies any
position designated for participation in the Plan.  




        (b)              Benefits
under this Section 5 shall become payable when the Participant or the
          Participant’s spouse or other beneficiary begins to receive Pension Plan
          benefits and shall be payable in the same manner, at the same time and in the
          same form as the benefits actually paid to the Participant, spouse or other
          beneficiary under the Pension Plan.  




        (c)              Notwithstanding
the foregoing, no benefits shall be payable under this Plan to           or on behalf of
any Participant whose employment with the Employers is           terminated “for
cause” or who engages in “prohibited           competition.” For purposes
of this Plan, the term “for cause”          shall mean fraud, dishonesty,
theft, gross negligence, willful misconduct in the           performance of duties or
other similar causes. The term “prohibited           competition” shall mean
the rendering of services to any competitor of the           Employers (i) during the
term of his employment by the Employers and (ii) for a           period of one year after
any termination of the Participant’s employment in           the geographic area or
areas (localized or national, as the case may be) in           which he was employed,
assigned or otherwise worked on behalf of the Company, or           a present or future
parent, subsidiary or affiliate of the Company, during the           three years prior to
the termination of his employment. For purposes of this           Plan, the term “competitor” means
any corporation, partnership,           proprietorship or firm (i) engaged in the
business of mortgage guaranty in any           geographic area in which the Company or a
present or future parent, subsidiary           or affiliate of the Company is so engaged
or (ii) engaged in any other business           in which the Company or any subsidiary is
engaged, in any geographic area in           which the Company or any subsidiary is so
engaged, but only if such business           accounted for at least 10% of the revenues
of the Company and its subsidiaries,           on a consolidated basis, during the twelve
months preceding the month in which           the Participant’s employment
terminated.  




        (d)              In
the case of a Participant who first becomes a Participant in 1996, the
          foregoing provisions of Section 5 shall be modified to the extent provided
          below:  




	 	        (i)                  For
purposes of Section 5(a), such Participant shall be deemed to have a vested
               and nonforfeitable right to a pension under the Pension Plan.  







	 	        (ii)                    For
purposes of clause (i) of Section 5(a), such Participant (A) shall be deemed
               to have a Past Service Benefit under Section 5.01(a) of the Pension Plan
equal                to $2,833.33 per month, and (B) shall be deemed to have a number of
years of                Vesting Service under the Pension Plan sufficient to be eligible
for each                benefit under the Pension Plan and a vested percentage under the
Pension Plan                sufficient to avoid any reduction in the amount of any such
benefit.  







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	 	        (iii)                   Section
5(b) shall not apply and benefits under this Section 5 shall become
               payable when such Participant or such Participant’s spouse or other
               beneficiary would have received Pension Plan benefits assuming that such
               Participant’s deemed Vesting Service under clause (ii) of this
Section 5(d)                was such Participant’s actual Vesting Service under the
Pension Plan and                giving effect to any election to commence receiving
benefits filed with the                Administrator as contemplated below, except that
if such an election is made                under this Plan and such Participant is also
eligible to elect to commence                receiving benefits under the Pension Plan,
such Participant shall also make such                an election under the Pension Plan.
Benefits under this Plan shall be payable in                the same manner and in the
same form as benefits would have been payable to the                Participant, spouse
or other beneficiary under the Pension Plan in accordance                with the
immediately preceding sentence if such benefits were actually payable
               thereunder. Any election by such Participant to commence receiving
benefits or                of the form of benefits under this Plan shall be filed with
the Administrator in                accordance with the same procedures as established
under the Pension Plan, and                in the case of an election of the form of
benefits, shall be the same as any                such election under the Pension Plan
and shall be subject to the same                restrictions as under the Pension Plan.  







	 	        (iv)                    Section
5(c) shall apply only to benefits under this Plan which are attributable
               to the Annual Pension Credits of such Participant. No benefits under this
Plan                which are attributable to the Past Service Benefit referred to in
clause (ii) of                this Section 5(d) shall be payable to or on behalf of such
Participant if (A)                prior to the third anniversary of such Participant’s
first day as an                employee of an Employer, such Participant quits (as such
term is used in Section                2.01 (a)(i) of the Pension Plan) as an employee of
the Employers other than as a                result of a meaningful reduction in such
Participant’s job status,                responsibilities or compensation, or (B)
such Participant engages in                “prohibited competition,” as such
term is used in Section 5(c).  







	 	        (v)                  Capitalized
definitional terms used in this Section 5(d) which are defined in                the
Pension Plan are used as so defined.  







	6.  	Plan
Reserve 






        (a)              The
Company shall establish a bookkeeping reserve with respect to the benefits
          provided under this Plan. Such reserve shall serve solely as a device for
          determining the amount of the Company’s accrued deferred liability for the
          benefits provided herein, and shall not constitute or be treated as a trust
fund           of any kind, it being expressly provided that the amounts credited to the
          reserve shall be and remain the sole property of the Company, and that no
          Participant shall have any proprietary rights of any nature whatsoever with
          respect thereto or with respect to any investments the Company may make to aid
          it in meeting its obligations hereunder.  




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        (b)              No
funds or other assets of the Company shall be segregated and attributable to
          the amounts that may from time to time be credited to the reserve. Benefit
          payments under the Plan shall be made from the general assets of the Company at
          the time any such payments becomes due and payable. To the extent that any
          person acquires a right to receive payments from the Company hereunder, such
          right shall be no greater than the right of an unsecured creditor.  




	7.  	Inter-Employer
Reimbursements 






        Although
all benefit payments hereunder shall be made by the Company, the Administrator shall
determine whether any portion thereof is allocable to any other Employer on account of its
employment of one or more Participants. In any such case, the Company shall be reimbursed
by such other Employer in the amount and manner determined by the Administrator. 



	8.  	Non-Alienation
of Payments 






        Benefits
payable under the Plan shall not be subject in any manner to alienation, sale, transfer,
assignment, pledge, attachment, garnishment or encumbrance of any kind, by will, or by
inter vivos instrument. Any attempt to alienate, sell, transfer, assign, pledge or
otherwise encumber any such benefit payment, whether currently or thereafter payable,
shall be void and shall not be recognized by the Administrator or the Company. 



	9.  	Limitation
of Rights Against the Employers 






        Participation
in this Plan, or any modifications thereof, or the payments of any benefits hereunder,
shall not be construed as giving to any person any right to be retained in the service of
the Employers, limiting in any way the right of the Employers to terminate such
person’s employment at any time, or evidencing any agreement or understanding that
the Employers will employ such person in any particular position or at any particular rate
of compensation. 



	10.  	Applicable
Laws 






        The
Plan shall be construed, administered and governed in all respects under and by the laws
of the State of Wisconsin. 



	11.  	Liability 






        Neither
the Company nor any shareholder, director, officer or other employee of any Employer or
any other person shall be liable for any act or failure to act hereunder except for gross
negligence or fraud. 




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	12.  	Amendment
or Termination 






        (a)              The
Company, by action of its board of directors, reserves the right to amend or
          terminate this Plan at any time, provided that no such amendment or
modification           shall adversely affect the rights of any Participant, spouse or
other           beneficiary with respect to any benefits under this Plan which have
accrued to           the effective date of such amendment, termination or modification.  




        (b)              It
is understood that an individual’s entitlement to benefits under Section           5
of this Plan may be automatically reduced as the result of an increase in his
          Pension Plan Benefits. Nothing herein shall be construed in any way to limit
the           right of the Company to amend or modify the Pension Plan.  




	13.  	Code
Section 409A Grandfathering 






        (a)              The
Plan shall be grandfathered to the maximum extent permitted under Internal
          Revenue Code (Code) Section 409A.  




        (b)              The
amount of compensation deferred before January 1, 2005, under the Plan for           any
Participant who, on December 31, 2004, had a vested and nonforfeitable right           to
a pension under the Pension Plan, shall be determined in accordance with
          Treasury Regulation 1.409A-6(a)(3). For purposes of calculating the present
          value of the grandfathered benefit amount, actuarial assumptions and methods
          shall be the same as those used to determine the present value of lump sum
          benefits under the Pension Plan as of each date such benefit is valued for
          purposes of determining the grandfathered amount.  




	14.  	Fixed
Time and Form of Non-Grandfathered Benefit Payment 






        (a)              The
payment provisions of Section 5(b) of the Plan, as in effect on           December 31,
2004, regarding form and time of payment of benefits shall not           apply to the
non-grandfathered benefits described in this Section 14. All other           terms of the
SERP continue to apply to the non-grandfathered benefit amount,           including the
forfeiture for cause or competition provisions of Section 5(c).  




        (b)              The
amount of compensation deferred for any Participant under the Plan on or           after
January 1, 2005, shall be paid in a single lump sum payment to the           Participant,
the Participant’s surviving spouse, or other beneficiary, as           applicable,
on the first business day after the date that is six months           following the
Participant’s “separation from service” within the           meaning of
Section 409A of the Code, as determined by applying the default rules           thereof.
No elections are permitted with regard to time or form of payment.  




        (c)              The
amount of compensation deferred on and after January 1, 2005, under the Plan
          for a Participant shall be determined in accordance with the methodology
          described in Treasury Regulation 1.409A-6(a)(3), but with regard to the full
          benefit amount to which the Participant, the Participant’s surviving
          spouse, or other beneficiary, as applicable, is entitled under the Plan at the
          time of actual payment, reduced by the grandfathered amount determined at the
          same time in accordance with Section 13. For purposes of calculating the
present           value of the full benefit amount, actuarial assumptions and methods
shall be the           same as those used to determine the present value of lump sum
benefits under the           Pension Plan as of the date such benefit is valued for
payment purposes.  




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        (d)              If
any amount of compensation paid or benefits provided pursuant to the SERP may
          be includible in income under Code Section 409A, the Company shall, in
          consultation with the affected Participant, modify the terms of the SERP as
          applicable to the affected Participant’s benefits in the least restrictive
          manner necessary in order to comply with the provisions of Code Section 409A,
          including taking into account other applicable provision (s) of the Code and/or
          any rules, regulations or other regulatory guidance issued under such statutory
          provisions, and without any diminution in the value of the payments to the
          Participant, the Participant’s surviving spouse, or other beneficiary, as
          applicable.  

















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