EX-10.8






Exhibit 10.8




MGIC INVESTMENT CORPORATION

DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS




Section 1. Purpose




          (a) 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) through establishing a mechanism for annual grants
of share units to the Company’s Non-Employee Directors and to provide such directors with an
opportunity to defer all or any portion of their compensation for services as a member of the Board
of Directors of the Company that would otherwise be paid currently for payment upon death,
disability, termination of services or a designated distribution date.




          (b) Effective as of January 1, 2005, the Plan is divided into two components. The Plan, as in
effect on October 3, 2004 (the “Predecessor Plan”), shall govern Share Accounts and
Interest-Bearing Accounts as of December 31, 2004, including subsequent net changes in value and
net earnings of such Accounts. The Predecessor Plan, as set forth in Appendix 1 of this Plan,
governs all amounts considered by law to be deferred under the Plan prior to January 1, 2005, and
not subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). If the
Predecessor Plan is materially modified, within the meaning of Code Section 409A and the guidance
thereunder, after October 3, 2004, the exemption from regulation by Code Section 409A may be lost.




          (c) Effective as of January 1, 2005, the Plan is continued on a prospective basis, as set
forth herein.




Section 2. Definitions




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




          (a) “Administrator” shall mean the Compensation Committee.




          (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) “Annual Grant” is defined in Section 4(a) hereof.




          (d) “Annual Grant Notice” is defined in Section 4(c) hereof.




          (e) “Annual Grant Share Units” is defined in Section 4(a) hereof.




          (f) “Change in Control” is defined in the Annex attached hereto.




 









 








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




          (h) “Committee Action” is defined in Section 4(b) hereof.




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




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




          (k) “Compensation” shall mean those fees to which Non-Employee Directors are entitled for
services rendered on the Board of Directors of the Company or any subsidiary or any committee of
such Board or subsidiary, including attendance fees, fees for acting as committee chair or member,
as well as annual retainer fees, but excluding the Annual Grant.




          (l) “Compensation Committee” shall mean the Management Development, Nominating and Governance
Committee of the Board of Directors of the Company or, if such committee shall cease to have
oversight responsibility for the compensation of the Company’s Chief Executive Officer and other
members of senior management, the committee of the of Board of Directors of the Company that
succeeds the Management Development, Nominating and Governance Committee with respect to such
oversight.




          (m) “Disability” shall mean disability as set forth in Code Section 409A(a)(2)(C)(i).




          (n) “Distribution Date” shall mean the first of the month following the earliest to occur of
the following:





                    (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, provided the termination of service is a good-faith and complete
termination of the relationship with the Company in accordance with Treasury
Regulation 1.409A-1(h), which is incorporated herein by this reference.




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



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




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




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




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




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




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




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




Section 3. Administration




          (a) 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.




          (b) The Plan is intended to comply with the provisions of Code Section 409A. The Company does
not guarantee the tax treatment or tax consequences associated with any payment or benefit,
including but not limited to consequences related to Code Section 409A. To the fullest possible
extent permissible, the terms of this Plan shall be interpreted in a manner which avoids violation
of Code Section 409A.




Section 4. Annual Grant of Share Units




          (a) Each year, beginning in 2009, each Non-Employee Director shall receive a grant (an “Annual
Grant”) of share units, but subject to the approval of the Annual Grant by the Compensation
Committee. Each Annual Grant shall be made on a date and valued in an amount designated by the
Compensation Committee. For each Annual Grant, the number of share units credited to each
Non-Employee Director’s Share Account shall equal (i) the value of the Annual Grant divided by (ii)
the closing price per share of the Common Stock as reported on the New York Stock Exchange on the
date of the Annual Grant. The share units awarded pursuant to this Section 4 shall be referred to
“Annual Grant Share Units.”




          (b) Annual Grant Share Units granted to a Non-Employee Director shall vest as provided in the
action of the Compensation Committee approving the Annual Grant (“Committee Action”).




          For purposes of the Plan and each Committee Action, except as provided below in the last
sentence of this paragraph, “retirement” of a Non-Employee Director means termination of service as
a director of the Company, if (a) the Non-Employee Director at the time of termination was
ineligible for continued service as a director under the Company’s retirement policy; or (b) the
Non-Employee Director had served as a director of the Company for at least two years (except that
such two-year period shall not apply to a retirement that occurs after a Change in Control) and
such termination is (i) due to the Non-Employee Director’s taking a position with or providing
services to a governmental, charitable or educational institution whose policies prohibit continued
service on the Board of Directors of the Company; (ii) due to the fact


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that continued service as a director would be a violation of law; or (iii) not due to the voluntary
resignation or refusal to stand for reelection by the Non-Employee Director. It is understood that
a termination of service as a director as a result of (i) failure to get a Majority Vote, as
defined in the Company’s Articles of Incorporation or (ii) any requirement under the Company’s
Corporate Governance Guidelines to offer to resign shall be described within clause (iii) of the
immediately preceding sentence. In the case of any Annual Grant Notice that is delivered (or as
provided in subsection (c)(i), deemed delivered) with respect to an Annual Grant during the
calendar year in which such Annual Grant is made (such Notice is a “Same Year Notice”), (i)
termination of service as director before the end of the vesting period shall be deemed to be
retirement only if due to death or Disability and (ii) notwithstanding that service as a director
continues after a Change in Control, the occurrence of a Change in Control shall be deemed to be
retirement and a director shall be deemed to have ceased to be a director of the Company after
Change in Control.




          If a Non-Employee Director ceases to be a director of the Company for any reason other than
retirement before the vesting date established in accordance with Section 4(b), the applicable
Annual Grant Share Units shall be forfeited by the Non-Employee Director unless the forfeiture is
waived by the Compensation Committee after considering the implications of such waiver under
Section 409A of the Code.




          (c) (i) Each Non-Employee Director shall elect, within the date or dates set forth in the
Annual Grant Notice, the date or dates upon which Annual Grant Share Units shall be distributed.
Such election shall be made by written notice to the Company in substantially the form attached
hereto as Exhibit A (“Annual Grant Notice”). Each Annual Grant Notice shall be delivered to the
Company as provided for in the applicable Committee Action. An Annual Grant Notice (including an
Annual Grant Notice deemed delivered as provided in the next sentence and a Notice delivered as
provided in clause (ii) below) is irrevocable with respect to the Annual Grant to which such Annual
Grant Notice is effective and will remain in effect as to all future Annual Grants, except that if
a Non-Employee Director delivers an Annual Grant Notice to the Administrator in connection with a
subsequent Annual Grant and such Annual Grant Notice elects distribution on a date or dates that
are different from the last Annual Grant Notice delivered (or deemed delivered as provided in the
next sentence) to the Administrator in connection with a prior Annual Grant, such new Annual Grant
Notice will apply to such subsequent Annual Grant and remain in effect as contemplated above. If
no Annual Grant Notice is delivered by a Non-Employee Director to the Administrator in connection
with the first Annual Grant to such Non-Employee Director, such Director shall be deemed to have
delivered an Annual Grant Notice electing distribution in a single installment on the tenth
business day after the vesting date provided in the Committee Action with respect to such Annual
Grant.




          (ii) Notwithstanding the election timing contemplated by clause (i) of subsection (c), any
Non-Employee Director may deliver an Annual Grant Notice with respect to an Annual Grant for which
there has not been any Committee Action to the Company’s Secretary no later than December 31 of the
year prior to the year in which there is Committee Action with respect to such Annual Grant.




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          (iii) In the case of any Same Year Notice, notwithstanding the date or dates on which the
Annual Grant Share Units would otherwise be distributed, if retirement occurs during the vesting
period, the date of distribution shall be the tenth business day after such retirement.




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 a Plan Year commencing on the first day of the Plan Year
following the date such Non-Employee Director’s deferral election is delivered to the
Administrator. Any such deferral election shall be made by written notice to the Company in
substantially the form attached hereto as Exhibit B (“Notice”).




          (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
Years and deferred amounts until a Non-Employee Director delivers an amended Notice to the
Administrator 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 beginning after the date the amended Notice is delivered to the Administrator.




          (c) The most recent Notice provided under this Plan, or the Predecessor Plan prior to January
1, 2005, shall be a Non-Employee Director’s initial Notice under this Plan.




          (d) If a newly-elected Non-Employee Director completes his or her initial Notice not later
than thirty (30) days after the date of his or her election as Director, such Notice shall be
effective as to Compensation earned for services performed on and after the first day of the first
Plan Year quarter beginning after such Notice is delivered to the Administrator.




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 (i) Annual Grants pursuant to Section 4, (ii)
except as set forth in Section 8(a), the Non-Employee Director’s Notice and amended Notices, if
any, and (iii) pursuant to this Plan. Non-Employee Directors shall have no rights as stockholders
of the Company with respect to share units credited to their Share Accounts.




          (b) At the end of each Plan Year quarter ending with the quarter ending December 31, 2008, 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 for such quarter designated in his or her
then effective Notice to be deferred and converted into share


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 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.




          (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. Notwithstanding any
Notice and amended Notices, if any, effective on and after January 1, 2009 that include an election
to have amounts credited to a Share Account, all such amounts shall be made credited to such
Non-Employee Director’s Interest-Bearing Account.




          (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 for such quarter
designated in his or her then effective Notice to be deferred and 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.




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 amounts associated with Annual Grant Share Units shall be
distributed in accordance with the applicable Annual Grant Notice(s). All Distribution Date
elections made by Non-Employee Directors are irrevocable; provided, however, that each Non-Employee
Director who has an initial Notice on file with the Plan before




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January 1, 2009, may, not later than December 31, 2008, designate a Distribution Date that
shall supersede any previous designation of a Distribution Date. Such designation shall be
irrevocable effective January 1, 2009.




          (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 (other than amounts associated with Annual
Grant Share Units, which shall be distributed in accordance with the applicable Annual Grant
Notice(s)) 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, whether
pursuant to a Notice or an Annual Grant Notice, 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. All designations of a form of payment shall be irrevocable; provided,
however, that each Non-Employee Director who has an initial Notice on file with the Plan before
January 1, 2009, may, not later than December 31, 2008, designate a form of payment that shall
supersede any previous designation of a form of payment. Such designation shall be irrevocable
effective January 1, 2009.




          (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,
excluding, for purposes of such pro rata calculations, the portion of the Share Accounts
attributable to Annual Grants. When distributions are made from a Share Account, 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) 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.




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




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          (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.




          (j) Tax Gross-up Payment. To the extent a Non-Employee Director becomes subject to the
additional tax imposed on deferred compensation arrangements pursuant to Internal Revenue Code
(“Code”) Section 409A as a result of any payment due under the Plan, the Company shall promptly
reimburse the Non-Employee Director by paying to him or her an additional amount such that the net
amount retained by the Non-Employee Director, after deduction of any additional taxes imposed under
Code Section 409A on such payment and any federal, state and local income and other payroll taxes
and additional tax imposed; provided, that the imposition of such additional taxes under Code
Section 409A is not the direct or indirect result of any breach by the Non-Employee Director of any
term of the Plan and provided further that the Non-Employee Director shall have cooperated with the
Company to execute any amendment to the provisions of the Plan affecting him or her reasonably
necessary to avoid the imposition of such tax, but only to the minimum extent necessary to avoid
the application of such tax and only to the extent that the Non-Employee Director would not, as a
result, suffer any overall reduction in the amounts otherwise payable to him or her under the Plan.
Any payment by the Company pursuant to this Section 12(j) shall be made by the end of the
Non-Employee Director’s taxable year next following the year in which the related taxes are
remitted to the taxing authority or, if later, where the related taxes are the result of tax audit
or litigation, by the later of the end of the Non-Employee Director’s taxable year next following
the year in which the taxes that are the subject of the audit or litigation are remitted to the
taxing authority or, if no taxes are to be remitted, the end of the Non-Employee Director’s taxable
year next following the year in which the audit or litigation is completed.




Section 13. Effective Date of the Plan.




          The Plan shall be effective as of January 1, 2005.




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Exhibit A




NOTICE OF ELECTION REGARDING ANNUAL GRANTS




          The undersigned, being a Non-Employee Director of MGIC Investment Corporation (the “Company”),
hereby makes this election pursuant to the Company’s Deferred Compensation Plan for Non-Employee
Directors (the “Deferred Compensation Plan”).




          1. The undersigned elects to receive distributions related to his Annual Grants awarded as
follows in (please check one):



o One lump-sum, payable on the tenth business day following the vesting date provided for
in the applicable Committee Action



o 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 termination of the
Non-Employee Director’s service as a member of the Board of Directors of the Company, as
contemplated by Section 2(n)(iii) of the Plan, and continuing on the appropriate number of
consecutive anniversaries of such date.




          2.
Designation of Beneficiary with respect to Annual Grants.




          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.




	 	 	 	 	 
	 	 	 
	 	 	Director
	 
	 	 	 	 
	 

	 	Date:	 	 
	 

	 	 	 	 





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Exhibit B




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:




          1. Percentage of Directors’ Compensation to be deferred for services rendered during all Plan
Years beginning after the date of this Notice. A newly eligible Director may make a mid-year
election within 30 days of initial eligibility with respect to Fees earned after the date the
election is provided to the Corporation. Please list percentage of fees you wish to defer and have
credited to your Interest-Bearing Account:




     ___% Annual Retainer Fee       ___% Board and Committee Fees


THIS ELECTION IS APPLICABLE TO DEFERRALS MADE AFTER THE CALENDAR YEAR IN WHICH THIS ELECTION IS
MADE. THIS ELECTION DOES NOT APPLY TO DEFERRALS MADE BEFORE THAT DATE, IF ANY. IF YOU ARE
CHANGING YOUR DEFERRAL PERCENTAGE PROSPECTIVELY, BUT DO NOT WISH TO CHANGE YOUR PAYMENT METHOD FOR
SUBSEQUENT DEFERRALS FROM AN ELECTION CURRENTLY ON FILE, THEN DO NOT COMPLETE THIS SECTION.




          2. Method by which Interest-Bearing Account balance(s) shall be paid. Please check one:



o One lump-sum, payable on first business day of the calendar month following the
applicable Distribution Date



o 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.




          3. Optional designation of a Distribution Date other than the first to occur of 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:



Other fixed Distribution Date:                                                             




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          4. 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.




	 	 	 	 	 
	 	 	 
	 	 	Director
	 
	 	 	 	 
	 

	 	Date:	 	 
	 

	 	 	 	 





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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) during any 12 consecutive month period, 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 Plan 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



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directors by the 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 to a Person (in one transaction or a series of related transactions
within any period of 12 consecutive months), other than a sale or disposition by the
Company of all or substantially all of the Company’s assets to (a) a shareholder of
the Company (immediately before the asset transfer) in exchange for or with respect
to its stock; (b) an entity, 50% or more of the total value or voting power of which
is owned, directly or indirectly, by the Company; (c) a Person that owns, directly
or indirectly, 50% or more of the total value or voting power of all of the
outstanding stock of the Company; or (d) an entity, at least 50% of the total value
or voting power of which is owned, directly or indirectly, by a Person that owns,
directly or indirectly, 50% or more of the total value or voting power of all the
outstanding voting stock of the Company. 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.



14









 





          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 l2b-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 l3d-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 2(b) 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 l3D 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



15









 






Associates has any agreement, arrangement or understanding for the
purpose of acquiring, holding, voting (except pursuant to a revocable proxy
as described in Subsection 2(b) above) or disposing of any voting securities
of the Company.




                 (iv) 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.




                 (v) Stock. The term “stock” shall have the meaning contemplated by
Treasury Regulation 1.409A-1 et seq.




16











 





Appendix 1

No Significant Modification Permitted after October 3, 2004




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.




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 80,0001 units, subject to adjustment upon changes in the
capitalization of the Company as provided in Section 7(d) hereof. Any deferral which would cause
such number to exceed 80,000 share units shall be credited to the Interest-Bearing Accounts.






 




			
	1	 	Reflects adjustments for two-for-one stock splits in
December, 1993 and June, 1997.




2









 










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.




          (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.




3









 








          (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.




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




4









 







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.




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.




5









 








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.




          (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.




6









 








          (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.




7









 









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. 	 o 	 One lump-sum, payable on first business day
of the calendar month following the applicable Distribution Date
	 
	 	B. 	o 	 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).
	 
	 	 	 	                                                            





8









 











	 	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                     , 19                
    .




                                                            




Director




9









 








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 ___, 19___.




                                                            




Director






 




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






10