Exhibit 10.8 



MGIC INVESTMENT
CORPORATION 



DEFERRED COMPENSATION
PLAN FOR NON-EMPLOYEE DIRECTORS 



	Section 1.  	Purpose 






        The
purpose of the MGIC Investment Corporation Deferred Compensation Plan for Non-Employee
Directors (the "Plan") is to promote the best interests of MGIC Investment Corporation, a
Wisconsin corporation (together with any successor thereto, the “Company”), and
its shareholders by providing a means to attract and retain directors of the highest
capabilities who are not employees of the Company or of any Affiliate (as defined below)
and to provide such directors with an opportunity to defer and convert all or any portion
of their compensation for services as a member of the Board of Directors of the Company
into share units representing an investment in shares of Common Stock of the Company
and/or an interest-bearing account for payment upon death, disability, termination of
services or designated distribution date.  




	Section 2.  	Definitions 






        As
used in the Plan, the following terms shall have the respective meanings set forth below: 






        (a)            “Administrator” shall
mean the Secretary of the Company or such other           person or persons as the Board
of Directors of the Company may designate to           administer the Plan.  




        (b)            “Affiliate” shall
mean any entity that, directly or through one or           more intermediaries, is
controlled by, controls, or is under common control           with, the Company.  




        (c)            “Commission” shall
mean the United States Securities and Exchange           Commission or any successor
agency.  




        (d)            “Common
Stock” shall mean the common stock, $1.00 par value, of the           Company.  




        (e)            “Company” is
defined in Section 1 hereof.  




        (f)            “Compensation” shall
mean those fees paid by the Company to           Non-Employee Directors for services
rendered on the Board of Directors of the           Company or any committee of such
Board, including attendance fees, fees for           acting as committee chair or member,
as well as annual retainer fees.  




        (g)            “Disability” shall
mean disability as set forth in Section 22(e)(3) of           the Internal Revenue Code
of 1986, as amended.  




        (h)            “Distribution
Date” shall mean the earliest to occur of the following           events:  











	 	        (i)             The
Non-Employee Director’s death.  







	 	        (ii)                  The
Non-Employee Director’s Disability.  







	 	        (iii)                    The
termination of the Non-Employee Director’s service as a member of the
               Board of Directors of the Company, whether by retirement or otherwise.  







	 	        (iv)                  The
date (if any) specified by the Non-Employee Director in accordance with
               Section 10 hereof.  







        (i)           “Exchange
Act” shall mean the Securities Exchange Act of 1934, as           amended from time
to time.  




        (j)           “Interest-Bearing
Account” is defined in Section 8 hereof.  




        (k)           “Non-Employee
Director” is defined in Section 5 hereof.  




        (l)           “Notice” is
defined in Section 6(a) hereof.  




        (m)           “Plan” is
defined in Section 1 hereof.  




        (n)           “Plan
Year” shall mean the calendar fiscal year of the Company.  




        (o)           “Rule
16b-3” shall mean Rule 16b-3 as promulgated by the Commission           under the
Exchange Act, or any successor rule or regulation thereto.  




        (p)           “Share
Account” is defined in Section 7(a) hereof.  




	Section 3.  	Administration 






        The
Plan shall be administered by the Administrator.  Subject to the terms of the Plan and
applicable law, the  Administrator shall have full power and authority to interpret the
Plan, to prescribe, amend or rescind rules and regulations relating to it and to make all
other determinations necessary or advisable for the administration of the Plan. The Plan
shall be construed so that transactions under the Plan will be exempt from Section 16(b)
of the Exchange Act. Unless otherwise expressly provided in the Plan, all determinations,
interpretations and other decisions by the Administrator shall be final, conclusive and
binding on all persons.  








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	Section 4.  	Share
Units Subject to Plan 






        The
maximum number of share units (representing shares of Common Stock) that may be issued
under the Plan shall be 160,000 units, subject to adjustment upon changes in the
capitalization of the Company as provided Section 7(d) hereof. Any deferral which would
cause such number to exceed 160,000 share units shall be credited to the Interest-Bearing
Accounts. 



	Section 5.  	Eligibility 






        Any
member of the Company’s Board of Directors who is not an employee of the Company or
of any Affiliate (a “Non-Employee Director”) is eligible to participate in the
Plan. 



	Section 6.  	Election
to Defer Compensation 









        (a)              Each
Non-Employee Director may elect to defer all or any portion of his or her
          Compensation for services rendered during all Plan Year quarters commencing on
          the first day of the Plan Year quarter following the date of such Non-Employee
          Director’s Notice. Any such deferral election shall be made by written
          notice to the Company in substantially the form attached hereto as Exhibit A
          (“Notice”). In the Notice, the Non-Employee Director shall indicate
          whether the amount to be deferred shall be (i) converted into share units and
          credited to a Share Account as provided in Section 7 hereof, (ii) credited to
an           Interest-Bearing Account as provided in Section 8 hereof, or (iii) credited
to a           combination of both accounts.  




        (b)              A
deferral election (including, without limitation, the amount deferred as
          specified in each Non-Employee Director’s Notice) is irrevocable and will
          remain in effect as to all future Plan Year quarters and deferred amounts until
          a Non-Employee Director submits an amended Notice to the Company and such new
          irrevocable election or revocation becomes effective. Any amended Notice shall
          be effective with respect to Compensation earned on and after the first day of
          the Plan Year quarter beginning after the date of the amended Notice.  




	Section 7.  	Bookkeeping
Share Unit Accounts 









        (a)              The
Company shall establish and maintain a bookkeeping share unit account           (“Share
Account”) for each Non-Employee Director participating in the           Plan. The
Share Account shall reflect all entries required to be made pursuant           to the
Non-Employee Director’s Notice and amended Notices, if any, and           pursuant
to this Plan.  




        (b)              At
the end of each Plan Year quarter, a Non-Employee Director’s Share           Account
shall be credited with a number of share units equal to (i) the portion           of the
Non-Employee Director’s Compensation deferred for such quarter           designated
in his or her then effective Notice to be converted into share units           divided by
(ii) the closing price per share of the Common Stock on the New York           Stock
Exchange on the last trading day of such quarter. Non-Employee Directors           shall
have no rights as stockholders of the Company with respect to share units
          credited to their Share Accounts.  





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        (c)              Whenever
cash dividends or other distributions are paid by the Company on its
          outstanding Common Stock, there shall be credited to each Non-Employee
          Director’s Share Account additional share units equal to (i) the aggregate
          dividend or distribution that would be payable on a number of outstanding
shares           of Common Stock equal to the number of share units in such Non-Employee
          Director’s Share Account on the record date for the dividend divided by
          (ii) the closing price per share of the Common Stock as reported on the New
York           Stock Exchange on the last trading day immediately preceding the date of
payment           of the dividend.  




        (d)              The
number of share units credited to each Non-Employee Director’s Share
          Account shall be adjusted as appropriate in the event of any changes in the
          outstanding Common Stock by reason of any stock dividend, stock split,
          recapitalization, merger, consolidation, combination, exchange of stock or
other           similar corporate change.  




	Section 8.  	Interest-Bearing
Accounts 






        (a)              The
Company shall establish and maintain a bookkeeping interest-bearing account           (“Interest-Bearing
Account”) for each Non-Employee Director           participating in the Plan. The
Interest-Bearing Account shall reflect all           entries required to be made pursuant
to the Non-Employee Director’s Notice           and amended Notices, if any, and
pursuant to this Plan.  








        (b)              At
the end of each Plan Year quarter, a Non-Employee Director’s
          Interest-Bearing Account shall be credited with the portion of the Non-Employee
          Director’s Compensation deferred for such quarter designated in his or her
          then effective Notice to be credited to his or her Interest-Bearing Account. A
          Non-Employee Director’s Interest-Bearing Account balance at the beginning
          of each Plan Year quarter shall also be credited at the end of such quarter
with           interest for the quarter at a rate equal to the Six Month U.S. Treasury
Bill           Rate determined at the closest preceding January 1 or July 1 of each year.  




	Section 9.  	Account
Transfer 






        A
Non-Employee Director may not transfer or convert a Share Account to an Interest-Bearing
Account or vice versa. Notwithstanding the above or anything in this Plan to the contrary,
a Non-Employee Director who has previously deferred Compensation under a Deferred Director
Fee Agreement with the Company may elect to convert all or any portion of such previously
deferred Compensation into share units, and thereby credit his or her Share Account, by
submitting to the Company a written transfer election in substantially the form attached
hereto as Exhibit B during the period beginning on the day following public release of
financial results for the quarter ending September 30, 1993 and ending on the twentieth
day following such date. All amounts previously deferred under the Deferred Director Fee
Agreement not so converted into share units will be transferred and credited to the
Non-Employee Director’s Interest-Bearing Account under this Plan. 





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	Section 10.  	Distributions 











        (a)              A
Non-Employee Director may designate on his or her initial Notice a           Distribution
Date for the commencement of payment of amounts credited to his or           her Share
Account and Interest-Bearing Account; provided, however, that           any
Distribution Date elected by a Non-Employee Director shall not be effective
          until the first day of the month coincident with or following the date that is
          six months after the initial Notice or amended Notice, as the case may be. All
          Distribution Date elections made by Non-Employee Directors are irrevocable and
          shall remain in effect until another irrevocable Distribution Date election
          becomes effective.  




        (b)              A
Non-Employee Director shall direct in his or her initial Notice whether
          distributions of the amount(s) accumulated in his or her Share Account and/or
          Interest-Bearing Account are to be made in (i) a lump sum, payable on the first
          business day of the calendar month following the applicable Distribution Date,
          or (ii) up to ten (10) annual installments commencing on the first business day
          of the calendar month following the applicable Distribution Date and continuing
          on the appropriate number of consecutive anniversaries of such date. If a
          Non-Employee Director receives distributions on an installment basis, amounts
          remaining in his or her Share Account and/or Interest-Bearing Account before
          payment in full is completed shall continue to be credited, as appropriate,
with           (i) additional share units in the event cash dividends are paid by the
Company           and shall be appropriately adjusted in the event of any changes in the
          outstanding Common Stock in accordance with Sections 7(c) and 7(d),
          respectively, hereof and/or (ii) interest in accordance with Section 8(b)
          hereof.  




        (c)              All
distributions made pursuant to the Plan shall be made in cash and, if
          appropriate, will be deemed to be made from the Share Accounts and the
          Interest-Bearing Accounts pro rata. If a Non-Employee Director has elected that
          some or all of his or her deferred Compensation be converted into share units
as           provided in Section 7 hereof, then the Company shall pay on the applicable
date           an amount in cash equal to the average of the closing price per share of
the           Common Stock on the New York Stock Exchange for the five (5) consecutive
trading           days immediately preceding the date of distribution multiplied by the
number of           share units (i.e., shares of Common Stock since each unit
represents one           share) that would be otherwise distributable.  




        (d)              A
Non-Employee Director may amend the method by which distributions are made
          under this Section 10 and Part III of the Notice by submitting an amended
Notice           to the Company.  




        (e)              If
the Distribution Date is the first day of the month following the           Non-Employee
Director’s death or a fixed date which in fact occurs after           the
Non-Employee Director’s death or if at the time of death the           Non-Employee
Director was receiving distributions in installments, the balance           remaining in
the Non-Employee Director’s Share Account and/or           Interest-Bearing Account
shall be distributed to such beneficiary or           beneficiaries as such Non-Employee
Director shall have designated by an           instrument in writing filed with the
Company prior to the Non-Employee           Director’s death. All distributions to
the Non-Employee Director’s           beneficiary or beneficiaries shall be in a
lump sum and will be made as soon as           practicable after the Non-Employee Director’s
death. In the absence of an           effective beneficiary designation, the Non-Employee
Director’s Share           Account and/or Interest-Bearing Account balance(s) shall
be distributed to his           or her estate.  





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	Section 11.  	Amendments
and Termination. 






        The
Board of Directors of the Company hereby reserves the right to amend this Plan from time
to time and to terminate this Plan at any time without the consent of the Non-Employee
Directors or their beneficiaries; provided, however, that no amendment or
termination may reduce any Share Account and/or Interest-Bearing Account balance accrued
on behalf of a Non-Employee Director based on deferrals already made, or divest any
Non-Employee Director of rights to which he or she would have been entitled if the Plan
had been terminated immediately prior to the effective date of such amendment. 



	Section 12.  	General.






        (a)    Assignment.
Neither the Non-Employee Director, nor his or her           beneficiary, nor his or her
estate shall have any right or power to transfer,           assign, pledge, encumber or
otherwise dispose of any rights hereunder and any           such attempt to assign,
transfer, pledge or other conveyance shall not be           recognized by the Company.
The rights of a Non-Employee Director hereunder are           exercisable during the
Non-Employee Director’s lifetime only by him or her           or his or her guardian
or legal representative.  




        (b)    Non-Employee
Directors’ Rights Unsecured. The right of any           Non-Employee Director or
his or her beneficiary to receive a distribution           hereunder shall be an
unsecured claim against the general assets of the Company,           and neither the
Non-Employee Director nor any beneficiary shall have any right,           title or
interest in or against any amount credited to his or her Share Account,           his or
her Interest-Bearing Account or any other specific assets of the Company           prior
to the payment thereof to such person.  




        (c)    Funding.
This Plan is unfunded and is maintained by the Company for the           purpose of
providing deferred compensation to Non-Employee Directors. Nothing           contained in
this Plan and no action taken pursuant to its terms shall create or           be
construed to create a trust of any kind, or a fiduciary relationship between
          the Company and any Non-Employee Director or his or her beneficiary, or any
          other person. The Company may authorize the creation of a trust or other
          arrangement to assist the Company in meeting the obligations created under the
          Plan. Any liability to any person with respect to the Plan shall be based
solely           upon any contractual obligations that may be created pursuant to the
Plan. No           obligation of the Company hereunder shall be deemed to be secured by
any pledge           of, or other encumbrance on, any property of the Company.  




        (d)    Withholding
for Taxes. No later than the date as of which an amount first           becomes
includable in the gross income of the Non-Employee Director for Federal           income
tax purposes with respect to any participation under the Plan, the           Non-Employee
Director shall pay to the Company, or make arrangements           satisfactory to the
Company regarding the payment of, any Federal, state, local           or foreign taxes of
any kind required by law to be withheld with respect to such           amount.  




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        (e)    Costs
of Administration. Costs of administration of the Plan will be paid           by the
Company.  




        (f)    Benefit
Statements. The Company shall provide statements with respect to           Share
Accounts and/or Interest-Bearing Accounts to participating Non-Employee
          Directors on a periodic basis, but not less than annually, in such form and at
          such time as it deems appropriate.  




        (g)    Governing
Law. The validity, construction, and effect of the Plan and any           rules and
regulations relating to the Plan shall be determined in accordance           with the
laws of the State of Wisconsin and applicable federal law.  




        (h)    Severability. If
any provision of the Plan is or becomes or is deemed to           be invalid, illegal or
unenforceable in any jurisdiction, or as to any person,           or would disqualify the
Plan under any law deemed applicable by the           Administrator, such provision shall
be construed or deemed amended to conform to           applicable laws, or if it cannot
be so construed or deemed amended without, in           the determination of the
Administrator, materially altering the intent of the           Plan, such provision shall
be stricken as to such jurisdiction or person and the           remainder of the Plan
shall remain in full force and effect.  




        (i)    Headings.
Headings are given to the Sections and subsections of the Plan           solely as a
convenience to facilitate reference. Such headings shall not be           deemed in any
way material or relevant to the construction or interpretation of           the Plan or
any provision thereof.  




	Section 13.  	Effective
Date of the Plan. 






        The
Plan shall be effective as of August 1, 1993. 









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Exhibit A 



NOTICE OF ELECTION TO
DEFER COMPENSATION UNDER MGIC INVESTMENT 
CORPORATION DEFERRED
COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS 



        The
undersigned, being a Non-Employee Director of MGIC Investment Corporation (the
“Company”), hereby elects to participate in the Company’s Deferred
Compensation Plan for Non-Employee Directors (the “Deferred Compensation Plan”)
on the terms and conditions set forth in such Plan and pursuant to the specific
instructions below: 



	 	I. 	Percentage
of Directors’ Compensation to be deferred for services rendered
                    during all Plan Year quarters beginning after the date of this
Notice. (Please                     list percentage of fees you wish to defer) 






	 	A. 	_____________ Annual
Retainer Fee  






	 	B. 	_____________ Board
and Committee Fees  






	 	II. 	Percentage
of Compensation deferred to be converted into share units (and
                    credited to Share Account) and/or credited to Interest-Bearing
Account. (Please                     specify percentages) 






	 	A. 	_____________ Share
Units (Share Account)  






	 	B. 	_____________Interest-Bearing
Account 






	 	III. 	Method
by which Share Account and/or Interest-Bearing Account balance(s) shall
                    be paid. (Please check one) 






	 	A. 	|_|
               One lump-sum, payable on first business day of the   calendar month
following                the applicable Distribution Date  








	 	B. 	|_|
               In 1, 2, 3, 4, 5, 6, 7, 8, 9, 10 (please circle one number) annual
               installments commencing on the first  business day of the calendar month
following the applicable Distribution Date and continuing on the appropriate number of
consecutive anniversaries of such date. 






	 	IV. 	Optional
designation of a Distribution Date other than death, Disability or
                    termination of service as a member of the Board of Directors of the
Company,                     whether by retirement or otherwise. (Please specify such
other Distribution Date                     if you desire). 






	 	
______________________________ 













	 	V.	Designation
of Beneficiary under the Deferred Compensation Plan, if any. 






	 	
Name
and Address of Beneficiary: 






	 	
______________________________

______________________________

______________________________ 






        All
capitalized terms used but not defined herein shall have the meanings assigned to them in
the Deferred Compensation Plan. 



        Made
and executed as of this ____ day of ____________, ____. 



____________________________________
Director 












Exhibit B* 



TRANSFER ELECTION
UNDER MGIC INVESTMENT CORPORATION 
DEFERRED COMPENSATION
PLAN FOR NON-EMPLOYEE DIRECTORS 



        The
undersigned, being a non-employee director of MGIC Investment Corporation (the
“Company”) who has previously deferred Compensation under that certain Deferred
Director Fee Agreement, dated as of ___________, with the Company (“Fee
Agreement”), hereby elects to convert the portion of such previously deferred
compensation set forth below, into share units, and thereby credit his or her Share
Account, under the Company’s Deferred Compensation Plan for Non-Employee Directors
(the “Deferred Compensation Plan”). 



	 	I. 	Percentage
of Compensation previously deferred under the Fee Agreement to be
                    converted into share units and credited to my Share Account under the
Deferred                     Compensation Plan. (Please specify percentage) 






	 	
__________________________ Percent 






        I
understand and agree that all amounts deferred under the Fee Agreement not converted to
share units as specified above shall be transferred and credited to my Interest-Bearing
Account under the Deferred Compensation Plan. 



        All
capitalized terms used but not defined herein shall have the meanings assigned to them in
the Deferred  Compensation Plan.  




        Made
and executed as of this______ day of _________________, _____. 



	 	
____________________________________

Director 








*This Election is no longer
applicable. It was only available for compensation which was deferred by a director before
this Plan became effective.