EX-10.11.1






Exhibit 10.11.1




KEY EXECUTIVE EMPLOYMENT AND SEVERANCE AGREEMENT




          THIS AGREEMENT is made and entered into as of the 2nd day of December, 2008, by and between
MGIC Investment Corporation, a Wisconsin corporation (hereinafter referred to as the “Company”),
and the person whose name appears on the signature page hereof (hereinafter referred to as
“Executive”).




W I T N E S S E T H




          WHEREAS, the Executive is employed by the Company and/or a subsidiary of the Company
(hereinafter referred to collectively as the “Employer”) in a key executive capacity and the
Executive’s services are valuable to the conduct of the business of the Company;




          WHEREAS, the Company desires to continue to attract and retain dedicated and skilled
management employees in a period of actual and potential industry consolidation and changes in
regulatory barriers regarding the ownership of insurance companies, consistent with achieving a
transaction in the best interests of its shareholders in any change in control of the Company;




          WHEREAS, the Company recognizes that circumstances may arise in which a change in control of
the Company occurs, through acquisition or otherwise, thereby causing a potential conflict of
interest between the Company’s needs for the Executive to remain focused on the Company’s business
and for the necessary continuity in management prior to and following a change in control, and the
Executive’s reasonable personal concerns regarding future employment with the Employer and economic
protection in the event of loss of employment as a consequence of a change in control;




          WHEREAS, the Company and the Executive are desirous that any proposal for a change in control
or acquisition of the Company will be considered by the Executive objectively and with reference
only to the best interests of the Company and its shareholders;




          WHEREAS, the Executive will be in a better position to consider the Company’s best interests
if the Executive is afforded reasonable economic security, as provided in this Agreement, against
altered conditions of employment which could result from any such change in control or acquisition;




          WHEREAS, the Executive possesses intimate knowledge of the business and affairs of the Company
and has acquired certain confidential information and data with respect to the Company;




          WHEREAS, the Company desires to insure, insofar as possible, that it will continue to have the
benefit of the Executive’s services and to protect its confidential information and goodwill; and




          WHEREAS, this Agreement consists of this instrument and the Incorporated Terms Dated As of
December 2, 2008 to Key Executive Employment and Severance 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.




          NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements
hereinafter set forth, the parties hereto mutually covenant and agree as follows:




 









 








     1. Definition of KEESA Multipler; Incorporated Terms.



               (a) The term “Multiplier” means two.



               (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 on or about December 2, 2008 to the Executive
from Ralph Gundrum. The Company is hereby advising the Executive to print and retain a copy of the
Incorporated Terms. The Executive 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 parties have executed this Agreement as of the day and year first
above written.




	 	 	 	 	 
	 	

MGIC INVESTMENT CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	Ralph J. Gundrum 	 
	 	 	Title:  	Assistant Secretary 	 
	 



	 	 	 	 	 	 	 
	 	 	EXECUTIVE:	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 
	 

	 	[Name]	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Address:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	 	 	 

	 	 







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