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                                                                  EXHIBIT 10.2.4

              RESTRICTED STOCK AND RESTRICTED STOCK UNIT AGREEMENT

            THIS RESTRICTED STOCK AND RESTRICTED STOCK UNIT 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 director of MGIC Investment Corporation whose signature
is set forth on the signature page hereto (the "Director").

                                  INTRODUCTION

            The Company is awarding shares of the Company's Common Stock, $1.00
par value per share (the "Stock"), and to the extent indicated in this
instrument, Restricted Stock Units ("RSUs"), to the Director under the MGIC
Investment 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 and Restricted Stock Unit
Agreement (the "Incorporated Terms"), which although not attached to this
instrument, are part of this Agreement and were sent to the Director 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 Director the (i) number of shares of Stock set forth after
"Shares of Restricted Stock" on the signature page (the "Restricted Stock"),
except that if after "Restricted Stock Units" on the signature page "Yes"
appears, then all shares of Stock indicated after "Shares of Restricted Stock"
shall be awarded in the form of RSUs and such RSUs shall be the "Deposit Share
RSUs," and (ii) the number of RSUs set forth after "Annual RSU Award" on the
signature page, which shall be the "Annual RSUs." The term "RSUs" as used in the
remainder of this Agreement shall be applied separately to the Deposit Share
RSUs and the Annual RSUs as if the term "RSUs" were the term "Deposit Share
RSUs" or "Annual RSUs," 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 are attached to an e-mail dated on or about________ to the
Director from the Company's Secretary (the "E-Mail"). The Company is hereby
advising the Director to print and retain a copy of the Incorporated Terms. The
Director 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.

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

Date of Agreement:

MGIC INVESTMENT CORPORATION

By: ________________________________     ______________________________
        t

                                  Shares of Restricted Stock:

                                  Restricted Stock Release Date:

                                  Restricted Stock Units:

                                  Annual RSU Award:

                                  Annual RSU Release Date:
                                             * * *

                                  Beneficiary: ________________________

                                  Address of Beneficiary:

                                  _____________________________________
                                  _____________________________________

                                  Beneficiary's Tax Identification
                                  Number: _____________________________