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                                                                  EXHIBIT 10.2.3

                               INCORPORATED TERMS
                          DATED AS OF ________________
                                       TO
                              RESTRICTED STOCK AND
                         RESTRICTED STOCK UNIT AGREEMENT

            The following are the "Incorporated Terms" referred to in the
instrument entitled "Restricted Stock and Restricted Stock Unit Agreement" which
refers to these Incorporated Terms and which has been signed by the Company and
the Employee (the "Base Instrument"). The Incorporated Terms and the Base
Instrument constitute a single agreement and that agreement consists of the Base
Instrument and the Incorporated Terms. The Incorporated Terms dovetail with the
Base Instrument; because the last paragraph of the Base Instrument is Paragraph
1, the Incorporated Terms begin with Paragraph 2.

            2. Restrictions. (a) Except as otherwise provided herein, the Base
Restricted Stock, the Matching Restricted Stock and the Time Vested Restricted
Stock may not be sold, transferred or otherwise alienated or hypothecated until,
in the case of the Base Restricted Stock, the date set forth after "Base
Restricted Stock Release Date" on the signature page; in the case of the
Matching Restricted Stock, the date set forth after "Matching Restricted Stock
Release Date" on the signature page; and in the case of the Time Vested
Restricted Stock, until the Release Date determined as follows. For each date
set forth after "Time Vested Restricted Stock Release Date" on the signature
page, divide the number of shares set forth after "Shares of Time Vested
Restricted Stock" by the sum of one and the difference between the latest year
set forth after "Time Vested Restricted Stock Release Date" on the signature
page and the earliest year set forth thereafter. The resulting quotient, rounded
down to the nearest whole share, is the number of shares of Restricted Stock
that shall be released from such restrictions on each date set forth after "Time
Vested Restricted Stock Release Date" and such date shall be the Release Date
for such shares (and only for such shares). The term "Release Date" shall be
applied separately to the Base Restricted Stock, the Matching Restricted Stock
and the Time Vested Restricted Stock as if the term "Release Date" were the term
"Base Restricted Stock Release Date," the term "Matching Restricted Stock
Release Date," or the term "Time Vested Restricted Stock Release Date," as the
case may be, and such application shall correspond to the application of the
term "Restricted Stock" as set forth in Paragraph 1(a) of the Base Instrument.

            (b) The Release Date for RSUs shall be the same as the Release Date
for the Time Vested Restricted Stock. Except as otherwise provided herein, RSUs
may not be sold, transferred or otherwise alienated or hypothecated regardless
of the occurrence of the Release Date.

            (c) Except as otherwise provided herein, the Performance Restricted
Stock may not be sold, transferred or otherwise alienated or hypothecated until
the Release Date determined as follows. For each date set forth after
"Performance Restricted Stock Release Date" on the signature page, multiply the
number of shares set forth after "Shares of Performance

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Restricted Stock" on the signature page by the quotient of dividing the EPS for
the fiscal year of the Company ended on the December 31 immediately preceding
such date by the amount set forth after "Target" on the signature page. The
resulting product, rounded down to the nearest whole share, is the number of
shares of Restricted Stock that shall be released from such restrictions on the
corresponding date set forth after "Performance Restricted Stock Release Date"
and such date shall be the Release Date for such shares (and only for such
shares). "EPS" means the Company's diluted earnings per share, determined in
accordance with generally accepted accounting principles and adjusted to exclude
the after-tax effect of (i) realized gains and losses, and (ii) extraordinary
items, except that there shall not be excluded such gains, losses and items
attributable to joint ventures. If by any date set forth after "Performance
Restricted Stock Release Date" the Company has not publicly announced its
diluted earnings per share, such date shall be two business days after such
earnings are publicly announced.

            3. Escrow. Shares of Restricted Stock shall be issued (in
certificate or electronic form, at the discretion of the Company) as soon as
practicable in the name of the Employee but shall be held in an escrow
arrangement by the transfer agent for the Stock, as escrow agent. The Employee
shall give the Company a stock power for such Stock duly endorsed in blank which
will be held in escrow for use in the event such Stock is forfeited in whole or
in part. Unless forfeited as provided herein, Restricted Stock shall cease to be
held in escrow and certificates for such Stock shall be delivered to the
Employee, or in the case of his death, to his Beneficiary (as hereinafter
defined) on the Release Date or upon any other termination of the restrictions
imposed by Paragraph 2 hereof.

            4. Transfer After Release Date; Securities Law Restrictions. Except
as otherwise provided herein, Restricted Stock shall become free of the
restrictions of Paragraph 2 and be freely transferable by the Employee on the
Release Date. Notwithstanding the foregoing or anything to the contrary herein,
the Employee agrees and acknowledges with respect to any Restricted Stock and
any Stock delivered in settlement of RSUs that has not been registered under the
Securities Act of 1933, as amended (the "Act") (i) he will not sell or otherwise
dispose of such Stock except pursuant to an effective registration statement
under the Act and any applicable state securities laws, or in a transaction
which, in the opinion of counsel for the Company, is exempt from such
registration, and (ii) a legend will be placed on the certificates or other
evidence for the Restricted Stock (or in the case of RSUs, any such Stock
delivered in settlement) to such effect.

            5. Termination of Employment Due to Death. If the Employee's
employment with the Company or any of its subsidiaries is terminated because of
death prior to the Release Date, (i) the restrictions of Paragraph 2 applicable
to the Restricted Stock shall terminate on the date of death and such Restricted
Stock shall be free of such restrictions and, except as otherwise provided in
Paragraph 4 hereof, freely transferable, and (ii) a Release Date shall be deemed
to have occurred for all RSUs.

            6. Forfeiture of Restricted Stock. (a) If the Employee's employment
with the Company and all of its subsidiaries is terminated prior to the Release
Date for any reason (including without limitation, disability or termination by
the Company and all subsidiaries thereof, with or without cause) other than
death, all Restricted Stock and all RSUs shall be

                                     - 2 -

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forfeited to the Company on the date of such termination unless otherwise
provided in subparagraph (b) below, or unless the Management Development,
Nominating and Governance Committee of the Company's Board of Directors (the
"Management Development Committee") or other Committee of such Board
administering the Plan (the Management Development Committee or such other
Committee is herein referred to as the "Committee") determines, on such terms
and conditions, if any, as the Committee may impose, that all or a portion of
the Restricted Stock and/or Stock deliverable on settlement of RSUs shall be
released to the Employee and the restrictions of Paragraph 2 applicable thereto
shall terminate. Absence of the Employee on leave approved by a duly elected
officer of the Company, other than the Employee, shall not be considered a
termination of employment during the period of such leave.

            The Release Date for the Time Vested Restricted Stock (and any Time
Vested Restricted Stock awarded as RSUs) and the Performance Restricted Stock
may occur on multiple dates, each of which is a Release Date for the number of
shares determined as provided in Paragraphs 2(a) and (c). Hence, any forfeiture
of Time Vested Restricted Stock, Time Vested Restricted Stock awarded as RSUs or
Performance Restricted Stock applies only to the shares for which a Release Date
had not yet occurred on the date of forfeiture. The preceding sentence has been
included in this Agreement for the purpose of avoiding any doubt that the result
described in the preceding sentence would occur; therefore, such result will
occur under prior agreements awarding Performance Restricted Stock to the
Employee even though a comparable provision is not included in such agreements.

            (b) If the Employee's employment with the Company and all of its
subsidiaries terminates by reason of retirement after reaching age 62 and after
having been employed by the Company or any subsidiary thereof for an aggregate
period of at least seven years, such retirement shall not result in forfeiture
of the Performance Restricted Stock or of any RSUs (this provision does not
apply to the Base or Matching Restricted Stock nor does it apply to Time Vested
Restricted Stock not awarded as RSUs) if no later than the date on which
employment terminates, the Employee enters into an agreement with the Company
(which agreement shall be drafted by and acceptable to the Company) under which
the Employee agrees not to compete with the Company and its subsidiaries during
a period ending one year after the latest of the dates set forth after (i) "Time
Vested Restricted Stock Release Date" on the signature page, and (ii)
"Performance Restricted Stock Release Date" on the signature page, and the
Employee complies with such agreement. If the Employee enters into such a
non-competition agreement and thereafter breaches the terms thereof, the
Restricted Stock and RSUs shall be forfeited and the Employee shall return to
the Company any Stock that was awarded under this Agreement and that was
delivered to the Employee after the date on which such non-competition agreement
was entered into. If the conditions in the second preceding sentence are
satisfied and the Employee complies with the terms of such agreement, upon the
Employee's death, the provisions of Paragraph 5 shall apply as if the Employee's
employment with the Company and its subsidiaries terminated because of such
death.

            (c) Any shares of the Performance Restricted Stock for which a
Release Date has not occurred by the latest date set forth after "Performance
Restricted Stock Release Date" on the signature page (such date being subject to
extension as contemplated in the last sentence of Paragraph 2(c)) shall be
forfeited to the Company, unless the Committee determines otherwise as

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contemplated in subparagraph (a) above.

            (d) If Restricted Stock is forfeited, the Employee hereby appoints
the Company, acting through any Vice President or more senior officer, as the
Employee's attorney-in-fact to transfer such forfeited Restricted Stock to the
Company.

            7. Beneficiary. (a) The person whose name appears on the signature
page hereof after the caption "Beneficiary" or any successor designated by the
Employee in accordance herewith (the person who is the Employee's Beneficiary at
the time of his death herein referred to as the "Beneficiary") shall be entitled
to receive the Restricted Stock to be released to the Beneficiary under
Paragraphs 3 and 5 as a result of the death of the Employee and the Stock to be
delivered in settlement of RSUs. The Employee may from time to time revoke or
change his Beneficiary without the consent of any prior Beneficiary by filing a
new designation with the Committee. The last such designation received by the
Committee shall be controlling; provided, however, that no designation, or
change or revocation thereof, shall be effective unless received by the
Committee prior to the Employee's death, and in no event shall any designation
be effective as of a date prior to such receipt.

            (b) If no such Beneficiary designation is in effect at the time of
an Employee's death, or if no designated Beneficiary survives the Employee or if
such designation conflicts with law, upon the death of the Employee, the
Employee's estate shall be entitled to receive the Restricted Stock and the
Stock to be delivered in settlement of RSUs. If the Committee is in doubt as to
the right of any person to receive such Restricted Stock or Stock to be
delivered in settlement of RSUs, the Company may retain the same and any
distributions thereon, without liability for any interest thereon, until the
Committee determines the person entitled thereto, or the Company may deliver
such all of such property and any distributions thereon to any court of
appropriate jurisdiction and such delivery shall be a complete discharge of the
liability of the Company therefor.

            8. Restricted Stock Legend. In addition to any legends placed on
certificates for Restricted Stock, each certificate or other evidence for shares
of Restricted Stock shall bear the following legend:

            "The sale or other transfer of these shares of stock, whether
            voluntary, or by operation of law, is subject to certain
            restrictions set forth in the MGIC Investment Corporation 2002 Stock
            Incentive Plan and a Restricted Stock Agreement between MGIC
            Investment Corporation and the registered owner hereof. A copy of
            such Plan and such Agreement may be obtained from the Secretary of
            MGIC Investment Corporation."

When the restrictions imposed by Paragraph 2 hereof terminate, the Employee
shall be entitled to have the foregoing legend removed from such Stock.

            9. Voting Rights; Dividends and Other Distributions; Rights of RSUs.
(a) While the Restricted Stock is subject to restrictions under Paragraph 2 and
prior to any forfeiture thereof, the Employee may exercise full voting rights
for the Restricted Stock.

                                     - 4 -

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            (b) While the Restricted Stock is subject to the restrictions under
Paragraph 2 and prior to any forfeiture thereof, the Employee shall be entitled
to receive all dividends and other distributions paid with respect to the
Restricted Stock. If any such dividends or distributions are paid in Stock, such
shares shall be subject to the same restrictions as the shares of Restricted
Stock with respect to which they were paid, including the requirement that
Restricted Stock be held in escrow pursuant to Paragraph 3 hereof.

            (c) Subject to the provisions of this Agreement, the Employee shall
have, with respect to the Restricted Stock, all other rights of holders of
Stock.

            (d) RSUs represent only the right to receive as Stock, on the terms
provided herein, the number of shares indicated after "Shares of Time Vested
Restricted Stock" on the signature page. Except to the extent forfeited as
provided herein, on the Restricted Stock Units Settlement Date set forth on the
signature page or determined as provided thereon, RSUs shall be settled by the
issuance of shares of Stock and certificates for such Stock shall be delivered
to the Employee, or in the case of his death, to his Beneficiary. The Employee
with respect to RSUs shall have no rights as a holder of Stock, including the
right to vote or to receive dividends, until certificates for such Stock are
actually delivered in settlement of the RSUs. Notwithstanding the preceding
sentence, on each date on which the Company pays a dividend in cash on the
Stock, the Company shall make a payment in cash on the RSUs that are outstanding
on the record date for such dividend equal to the dividend that would have been
paid on the number of shares indicated after "Shares of Time Vested Restricted
Stock" on the signature page had such shares been outstanding.

            10. Tax Withholding. (a) It shall be a condition of the obligation
of the Company to release from escrow Restricted Stock to the Employee or the
Beneficiary or to deliver Stock in settlement of RSUs, and the Employee agrees,
that the Employee shall pay to the Company upon its demand, such amount as may
be requested by the Company for the purpose of satisfying its liability to
withhold federal, state, or local income or other taxes incurred by reason of
the award of the Restricted Stock or RSUs, as a result of the termination of the
restrictions on Restricted Stock hereunder or the delivery of Stock in
settlement of RSUs.

            (b) If the Employee does not make an election under Section 83(b) of
the Internal Revenue Code of 1986, as amended, with respect to the Restricted
Stock awarded hereunder, and does not satisfy the withholding obligations prior
to the Tax Date (as defined below) by paying sufficient cash to the Company or
transferring ownership of a sufficient number of other shares of Stock to the
Company as provided in Paragraph 10(c), then the withholding tax requirements
arising from the termination of restrictions on the Restricted Stock or the
settlement of RSUs in Stock shall be satisfied through a withholding by the
Company of shares of Stock that would otherwise be delivered to the Employee. In
such event, the Company shall withhold that number of shares of Restricted Stock
otherwise deliverable to the Employee from escrow hereunder or that number of
shares of Stock that would otherwise be delivered in settlement of RSUs, in each
case, having a Fair Market Value (as such term is defined in the Plan) on the
day prior to the Tax Date equal to the amount required to be withheld as a
result of the termination of the restrictions on such Restricted Stock or as a
result of the settlement of

                                     - 5 -

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RSUs in Stock. As used herein, "Tax Date" means the date on which the Employee
must include in his gross income for federal income tax purposes the fair market
value of the Restricted Stock, or Stock delivered in settlement of the RSUs,
over the purchase price therefor.

            (c)  If the Employee desires to use cash or other shares of Stock to
satisfy the withholding obligations set forth above, the Employee must: (i) make
an election to do so in writing on a form provided by the Company, (ii) deliver
such election form to the Company by the deadline specified by the Company, and
(iii) deliver to the company the required cash or other shares of Stock having a
Fair Market Value on the Tax Date (as defined above) equal to the amount
required to be withheld.

            11. Adjustments in Event of Change in Stock or Fiscal Year. In the
event of any change in the outstanding shares of Stock ("capital adjustment")
for any reason, including but not limited to, any stock splits, stock dividend,
recapitalization, merger, consolidation, reorganization, combination or exchange
of shares or other similar event which, in the judgment of the Committee, could
distort the implementation of the award of Restricted Stock or the award of RSUs
or the realization of the objectives of such award, the Committee may make such
adjustments in the shares of Restricted Stock subject to this Agreement or in
the shares deliverable on settlement of RSUs, or in the terms, conditions or
restrictions of this Agreement, including the Target set forth on the signature
page, as the Committee deems equitable. In addition, if the Company changes its
fiscal year from a year ending December 31, the Committee may make such
adjustments in the Performance Restricted Stock Release Date and the Target as
the Committee deems equitable.

            12. Change in Control. If a "Change in Control of the Company" (as
defined in the Annex attached hereto) occurs, notwithstanding anything herein,
the restrictions of Paragraph 2 applicable to the Restricted Stock shall
terminate on the date of the Change in Control of the Company and a Release Date
shall be deemed to have occurred for all RSUs. The Employee agrees that such
Annex may be amended by the Company on one or more occasions without the consent
or approval of the Employee if in the determination of the Committee such
amendment is necessary or appropriate to conform the provisions of such Annex to
the IRS Notice (as defined in such Annex), any regulations issued by the IRS
under Section 409A of the Internal Revenue Code of 1986 (which was added by the
American Jobs Creation Act of 2004) or any position published by the IRS with
respect to such Section. The right of the Company to make such an amendment does
not depend on whether the Restricted Stock or RSUs are subject to such Section
but will enable the Company to have uniform provisions governing a change of
control among all agreements having such change of control provisions, including
those under which compensation is subject to such Section. Any such amendment
will become effective upon notice to the Employee. The Company will seek to give
the Employee notice of an amendment with reasonable promptness after the
Committee has approved the amendment.

            13. Powers of Company Not Affected; No Right to Continued
Employment.

            (a)  The existence of the Restricted Stock or RSUs shall not affect
in any way the right or power of the Company or its stockholders to make or
authorize any combination, subdivision or reclassification of the Stock or any
reorganization, merger, consolidation, business

                                     - 6 -

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combination, exchange of shares, or other change in the Company's capital
structure or its business, or any issue of bonds, debentures or stock having
rights or preferences equal, superior or affecting the Restricted Stock or any
Stock to be issued in settlement of RSUs or, in both cases, the rights thereof,
or dissolution or liquidation of the Company, or any sale or transfer of all or
any part of its assets or business, or any other corporate act or proceeding,
whether of a similar character or otherwise. The determination of the Committee
as to any such adjustment shall be conclusive and binding for all purposes of
this Agreement.

            (b)  Nothing herein contained shall confer upon the Employee any
right to continue in the employment of the Company or any subsidiary or
interfere with or limit in any way the right of the Company or any subsidiary to
terminate the Employee's employment at any time, subject, however, to the
provisions of any agreement of employment between the Company or any subsidiary
and the Employee. The Employee acknowledges that a termination of his or her
employment could occur at a time before which the restrictions referred to in
Paragraph 2 above have lapsed, resulting in the forfeiture of the Restricted
Stock and RSUs by the Employee, unless otherwise provided herein. In such event,
the Employee will not be able to realize the value of the Restricted Stock or of
the Stock that underlies the RSUs nor will the Employee be entitled to any
compensation on account of such value.

            14. Interpretation by Committee. The Employee agrees that any
dispute or disagreement which may arise in connection with this Agreement shall
be resolved by the Committee, in its sole discretion, and that any
interpretation by the Committee of the terms of this Agreement or the Plan and
any determination made by the Committee under this Agreement or the Plan may be
made in the sole discretion of the Committee and shall be final, binding, and
conclusive. Any such determination need not be uniform and may be made
differently among Employees awarded Restricted Stock and RSUs.

            15. Miscellaneous. (a) This Agreement shall be governed and
construed in accordance with the laws of the State of Wisconsin applicable to
contracts made and to be performed therein between residents thereof.

            (b)  The waiver by the Company of any provision of this Agreement
shall not operate or be construed to be a subsequent waiver of the same
provision or waiver of any other provision hereof.

            (c)  The Restricted Stock and RSUs shall be deemed to have been
awarded pursuant to the Plan and is subject to the terms and conditions thereof.
In the event of any conflict between the terms hereof and the provisions of the
Plan, the terms and conditions of the Plan shall prevail. Any and all terms used
herein, unless specifically defined herein shall have the meaning ascribed to
them in the Plan. A copy of the Plan is available on request of the Employee
made in writing or by e-mail to the Company's Secretary.

            (d)  Any notice, filing or delivery hereunder or with respect to
Restricted Stock or RSUs shall be given to the Employee at either his usual work
location or his home address as indicated in the records of the Company, and
shall be given to the Committee or the Company at

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250 East Kilbourn Avenue, Milwaukee 53202, Attention: Secretary. All such
notices shall be given by first class mail, postage pre-paid, or by personal
delivery.

            (e) This Agreement shall be binding upon and inure to the benefit of
the Company and its successors and assigns and shall be binding upon and inure
to the benefit of the Employee, the Beneficiary and the personal
representative(s) and heirs of the Employee, except that the Employee may not
transfer any interest in any Restricted Stock prior to the release of the
restrictions imposed by Paragraph 2 nor may the Employee transfer any interest
in any RSUs.

            (f) As a condition to the grant of the Restricted Stock and RSUs,
the Employee must execute an agreement not to compete in the form provided to
the Employee by the Company.

            The end of Paragraph 15 is the end of the Incorporated Terms. The
remainder of the Agreement is contained in the Base Instrument.

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                                      ANNEX

       DEFINITION OF "CHANGE IN CONTROL OF THE COMPANY" AND RELATED TERMS

      1     Change in Control of the Company. A "Change in Control of the
Company" shall be deemed to have occurred if an event set forth in any one of
the following paragraphs shall have occurred:

                  (i)   any Person (other than (A) the Company or any of its
            subsidiaries, (B) a trustee or other fiduciary holding securities
            under any employee benefit plan of the Company or any of its
            subsidiaries, (C) an underwriter temporarily holding securities
            pursuant to an offering of such securities or (D) a corporation
            owned, directly or indirectly, by the shareholders of the Company in
            substantially the same proportions as their ownership of stock in
            the Company ("Excluded Persons")) is or becomes the Beneficial
            Owner, directly or indirectly, of securities of the Company (not
            including in the securities beneficially owned by such Person any
            securities acquired directly from the Company or its Affiliates
            after July 22, 1999, pursuant to express authorization by the Board
            of Directors of the Company (the "Board") that refers to this
            exception) representing more than 50% of the total fair market value
            of the stock of the Company or representing 50% or more of the total
            voting power of the stock of the Company; or

                  (ii)  the following individuals cease for any reason to
            constitute a majority of the number of directors of the Company then
            serving: (A) individuals who, on July 22, 1999, constituted the
            Board and (B) any new director (other than a director whose initial
            assumption of office is in connection with an actual or threatened
            election contest, including but not limited to a consent
            solicitation, relating to the election of directors of the Company,
            as such terms are used in Rule 14a-11 of Regulation 14A under the
            Act) whose appointment or election by the Board or nomination for
            election by the Company's shareholders was approved by a vote of at
            least a majority of the directors then still in office who either
            were directors on July 22, 1999, or whose initial appointment,
            election or nomination for election as a director which occurred
            after July 22, 1999 was approved by such vote of the directors then
            still in office at the time of such initial appointment, election or
            nomination who were themselves either directors on July 22, 1999 or
            initially appointed, elected or nominated by such majority vote as
            described above ad infinitum (collectively the "Continuing
            Directors"); provided, however, that individuals who are appointed
            to the Board pursuant to or in accordance with the terms of an
            agreement relating to a merger, consolidation, or share exchange
            involving the Company (or any direct or indirect subsidiary of the
            Company) shall not be Continuing Directors for purposes of this
            Agreement until after such individuals are first nominated for
            election by a vote of at least a majority of the then Continuing
            Directors and are thereafter elected as directors by the

                              Annex - Page 1 of 4
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            shareholders of the Company at a meeting of shareholders held
            following consummation of such merger, consolidation, or share
            exchange; and, provided further, that in the event the failure of
            any such persons appointed to the Board to be Continuing Directors
            results in a Change in Control of the Company, the subsequent
            qualification of such persons as Continuing Directors shall not
            alter the fact that a Change in Control of the Company occurred; or

                  (iii) a merger, consolidation or share exchange of the Company
            with any other corporation is consummated or voting securities of
            the Company are issued in connection with a merger, consolidation or
            share exchange of the Company (or any direct or indirect subsidiary
            of the Company) pursuant to applicable stock exchange requirements,
            other than (A) a merger, consolidation or share exchange which would
            result in the voting securities of the Company entitled to vote
            generally in the election of directors outstanding immediately prior
            to such merger, consolidation or share exchange continuing to
            represent (either by remaining outstanding or by being converted
            into voting securities of the surviving entity or any parent
            thereof) at least 50% of the combined voting power of the voting
            securities of the Company or such surviving entity or any parent
            thereof entitled to vote generally in the election of directors of
            such entity or parent outstanding immediately after such merger,
            consolidation or share exchange, or (B) a merger, consolidation or
            share exchange effected to implement a recapitalization of the
            Company (or similar transaction) in which no Person (other than an
            Excluded Person) is or becomes the Beneficial Owner, directly or
            indirectly, of securities of the Company (not including in the
            securities beneficially owned by such Person any securities acquired
            directly from the Company or its Affiliates after July 22, 1999,
            pursuant to express authorization by the Board that refers to this
            exception) representing at least 50% of the combined voting power of
            the Company's then outstanding voting securities entitled to vote
            generally in the election of directors; or

                  (iv)  the sale or disposition by the Company of all or
            substantially all of the Company's assets (in one transaction or a
            series of related transactions within any period of 24 consecutive
            months), other than a sale or disposition by the Company of all or
            substantially all of the Company's assets to an entity of which at
            least 75% of the combined voting power of the voting securities
            entitled to vote generally in the election of directors (or such
            lower percentage as is determined under the IRS Notice) immediately
            after such sale are owned by Persons in substantially the same
            proportions as their ownership of the Company immediately prior to
            such sale. It is understood that in no event shall a sale or
            disposition of assets be considered to be a sale of substantially
            all of the assets unless the assets sold or disposed of have a total
            gross fair market value of at least 40% of the total gross fair
            market value of all of the Company's assets immediately prior to
            such sale or disposition.

                               Annex - Page 2 of 4

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      2     Related Definitions. For purposes of this Annex, the following
terms, when capitalized, shall have the following meanings:

                  (i)   Act. The term "Act" means the Securities Exchange Act of
            1934, as amended.

                  (ii)  Affiliate and Associate. The terms "Affiliate" and
            "Associate" shall have the respective meanings ascribed to such
            terms in Rule 12b-2 of the General Rules and Regulations under the
            Act.

                  (iii) Beneficial Owner. A Person shall be deemed to be the
            "Beneficial Owner" of any securities:

                        (a)   which such Person or any of such Person's
                  Affiliates or Associates has the right to acquire (whether
                  such right is exercisable immediately or only after the
                  passage of time) pursuant to any agreement, arrangement or
                  understanding, or upon the exercise of conversion rights,
                  exchange rights, rights, warrants or options, or otherwise;
                  provided, however, that a Person shall not be deemed the
                  Beneficial Owner of, or to beneficially own, (A) securities
                  tendered pursuant to a tender or exchange offer made by or on
                  behalf of such Person or any of such Person's Affiliates or
                  Associates until such tendered securities are accepted for
                  purchase, or (B) securities issuable upon exercise of Rights
                  issued pursuant to the terms of the Company's Rights
                  Agreement, dated as of July 22, 1999, between the Company and
                  Wells Fargo Bank Minnesota, National Association (as successor
                  Rights Agent), as amended from time to time (or any successor
                  to such Rights Agreement), at any time before the issuance of
                  such securities;

                        (b)   which such Person or any of such Person's
                  Affiliates or Associates, directly or indirectly, has the
                  right to vote or dispose of or has "beneficial ownership" of
                  (as determined pursuant to Rule 13d-3 of the General Rules and
                  Regulations under the Act), including pursuant to any
                  agreement, arrangement or understanding; provided, however,
                  that a Person shall not be deemed the Beneficial Owner of, or
                  to beneficially own, any security under this Subsection 1 (c)
                  as a result of an agreement, arrangement or understanding to
                  vote such security if the agreement, arrangement or
                  understanding: (A) arises solely from a revocable proxy or
                  consent given to such Person in response to a public proxy or
                  consent solicitation made pursuant to, and in accordance with,
                  the applicable rules and regulations under the Act and (B) is
                  not also then reportable on a Schedule 13D under the Act (or
                  any comparable or successor report); or

                        (c)   which are beneficially owned, directly or
                  indirectly, by any other Person with which such Person or any
                  of such Person's Affiliates or

                               Annex - Page 3 of 4

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                  Associates has any agreement, arrangement or understanding for
                  the purpose of acquiring, holding, voting (except pursuant to
                  a revocable proxy as described in Subsection 1(c) (ii) above)
                  or disposing of any voting securities of the Company.

                  (iv)  IRS Notice. The term "IRS Notice" shall mean the IRS
            Notice 2005-1, which was issued with respect to the American Jobs
            Creation Act of 2004.

                  (v)   Person. The term "Person" shall mean any individual,
            firm, partnership, corporation or other entity, including any
            successor (by merger or otherwise) of such entity, or a group of any
            of the foregoing acting in concert.

                  (vi)  Stock. The term "stock" shall have the meaning
            contemplated by the IRS Notice.

                               Annex - Page 4 of 4