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                                                                  EXHIBIT 10.2.2

                           RESTRICTED STOCK AGREEMENT

            THIS RESTRICTED STOCK AGREEMENT is made and entered into as of the
date indicated on the signature page under "Date of Agreement" by and between
MGIC Investment Corporation, a Wisconsin corporation (the "Company"), and the
employee of Mortgage Guaranty Insurance Corporation whose signature is set forth
on the signature page hereto (the "Employee").

                                  INTRODUCTION

            The Company is awarding shares of the Company's Common Stock, $1.00
par value per share (the "Stock"), and to the extent, if any, indicated in this
instrument, Restricted Stock Units ("RSUs"), to the Employee under the MGIC
Investment Corporation 2002 Stock Incentive Plan (the "Plan") and this
Agreement.

            This Agreement consists of this instrument and the Incorporated
Terms Dated As of__________ to Restricted Stock Agreement (the "Incorporated
Terms"), which although not attached to this instrument, are part of this
Agreement and were provided to the Employee as indicated in Paragraph 1(b)
below.

            The parties mutually agree as follows:

            1.    Award of Restricted Stock or RSUs; Incorporated Terms.

                  (a)   Subject to the terms and conditions set forth herein,
the Company awards the Employee the number of shares of Stock as follows: the
number of shares set forth after "Shares of Base Restricted Stock" on the
signature page shall be the "Base Restricted Stock"; the number of shares set
forth after "Shares of Matching Restricted Stock" on the signature page shall be
the "Matching Restricted Stock"; the number of shares set forth after "Shares of
Time Vested Restricted Stock" shall be the "Time Vested Restricted Stock"; and
the number of shares set forth after "Shares of Performance Restricted Stock"
shall be the "Performance Restricted Stock," except that if after "Restricted
Stock Units" on the signature page "Yes" appears, then all shares of Stock
indicated after "Time Vested Restricted Stock" shall be awarded in the form of
RSUs. The term "Restricted Stock" as used in the remainder of this Agreement
shall be applied separately to the Base Restricted Stock, the Matching
Restricted Stock, the Time Vested Restricted Stock and the Performance
Restricted Stock as if the term "Restricted Stock" were the term "Base
Restricted Stock," "Matching Restricted Stock," "Time Vested Restricted Stock,"
or "Performance Restricted Stock," as the case may be.

            (b) The Incorporated Terms are incorporated in this instrument with
the same effect as if they were physically set forth in this instrument. The
Incorporated Terms and this instrument constitute a single agreement which is
referred to as "this Agreement." The terms "herein," "hereof," "above" and
similar terms used in this Agreement refer to this Agreement as a whole. The
Incorporated Terms were attached to an e-mail sent in ___________to the Employee
from the Company's Secretary which included other documents relating

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to the Restricted Stock. The Company is hereby advising the Employee to print
and retain a copy of the Incorporated Terms. The Employee agrees if there is any
difference between the text of the Incorporated Terms obtained as indicated
above and the text of the Incorporated Terms retained by the Company's
Secretary, the text of the copy retained by the Secretary will control.

            IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized officer, and the Employee has hereunto affixed
his hand and seal, all as of the day and year set forth below.

            Date of Agreement: As of ___________________________

                            MGIC INVESTMENT CORPORATION

                            By:________________________________________
                            Title:

    Sign Here:              _____________________________________(SEAL)
                            Name:

                            Shares of Base Restricted Stock:

                            Shares of Matching Restricted Stock:

                            Shares of Time Vested Restricted Stock:

                            Shares of Performance Restricted Stock:

                            Restricted Stock Units:

                            Base Restricted Stock
                            Release Date:

                            Matching Restricted Stock
                            Release Date:

                            Time Vested Restricted Stock
                            Release Date:

                            Restricted Stock Units
                            Settlement Date:

                            Performance Restricted Stock
                            Release Date:

                            Target:      $

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                                     * * * *

                            Beneficiary:________________________________

                            Address of Beneficiary:

                            ____________________________________________

                            ____________________________________________

                            Beneficiary Tax Identification
                            No:_________________________________________

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