Exhibit 4.2





Exhibit 4.2




AMENDMENT




This Amendment (this “Amendment”), dated and effective as of December 29, 2009 (the “Effective
Time”), is made and entered into by and between MGIC Investment Corporation, a Wisconsin
corporation (the “Company”), and Wells Fargo Bank, N.A., a national banking association, as rights
agent (the “Rights Agent”), under that certain Amended and Restated Rights Agreement, dated as of
July 7, 2009 (the “Rights Agreement”).



RECITALS:




WHEREAS, pursuant to Section 27 of the Rights Agreement, under circumstances set forth
therein, the Company may supplement or amend any provision of the Rights Agreement; and



WHEREAS, the Company desires to amend the Rights Agreement as set forth herein and directs the
Rights Agent to execute this Amendment.



AGREEMENT:




NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and intending to be legally bound hereby, the parties agree as follows:



1. Amendment of Section 1 of the Rights Agreement. Section 1 of the Rights Agreement
is amended to read in its entirety as follows as of the Effective Time:




Certain Definitions. For purposes of this Agreement, the following terms have
the meanings indicated:




(a) “Acquiring Person” means any Person that is or has become, by itself or together
with its Affiliates and Associates, a Beneficial Owner of 5.0% or more of the Common Shares
then outstanding, but shall not include:




(i) any Related Person;




(ii) any Grandfathered Person, provided that if the Percentage Stock Ownership
of any Person that had qualified as a Grandfathered Person ceases to be at least
5.0%, then such Person shall not be deemed to be an Acquiring Person until such
later time (if any) as the Percentage Stock Ownership of such Person is 5.0% or
more, and then only if such Person does not qualify (A) as an Exempt Person, (B) for
the exception in subsection (iv) of this Section 1(a), (C) as a Grandfathered Person
pursuant to subsection (o) (ii) of this Section 1, or (D) in the case of any Person
who was a Grandfathered Person pursuant to subsection (o)(i) of this Section 1, as a
Grandfathered Person pursuant to subsection (o)(ii) of this Section 1, which shall
be applied to such Person as if the Percentage Stock Ownership of such Person at the
Amendment Effective Time had been less than 5.0%;


 


 









 






(iii) any Exempt Person; and




(iv) any Person that the Board determines, in its sole discretion, has, at or
after the Amendment Effective Time, by itself or together with its Affiliates and
Associates, inadvertently become a Beneficial Owner of 5.0% or more of the Common
Shares then outstanding (or has inadvertently failed to continue to qualify as a
Grandfathered Person or Exempt Person); provided that such Person promptly enters
into, and delivers to the Company, an irrevocable commitment promptly to divest or
cause its Affiliates and Associates to divest, and thereafter such Person or its
Affiliates and Associates promptly divest (without exercising or retaining any
power, including voting power, with respect to such Common Shares (or other
securities the beneficial ownership of which by a Person also results in such Person
beneficially owning Common Shares)), sufficient Common Shares (or other securities
the beneficial ownership of which by a Person also results in such Person
beneficially owning Common Shares) so that such Person’s Percentage Stock Ownership
is less than 5.0% (or, in the case of any Person who or which has inadvertently
failed to continue to qualify as a Grandfathered Person or Exempt Person, Common
Shares (or other securities the beneficial ownership of which by a Person also
results in such Person beneficially owning Common Shares) in an amount sufficient to
reduce such Person’s beneficial ownership of Common Shares by the number of Common
Shares that caused such Person to so fail to qualify as a Grandfathered Person or
Exempt Person, as the case may be); provided further that any such Person shall
cease to qualify for the exclusion from the definition of “Acquiring Person”
contained in this subsection (iv) from and after such time (if any) as the Person,
together with its Affiliates and Associates, subsequently becomes a Beneficial Owner
of 5.0% or more of the Common Shares then outstanding (or fails to continue to
qualify as a Grandfathered Person or Exempt Person), unless the Person independently
meets the conditions set forth in this subsection (iv) with respect to the
circumstances relating to the Person, together with its Affiliates and Associates,
subsequently becoming a Beneficial Owner of 5.0% or more of the Common Shares then
outstanding (or failing to continue to qualify as a Grandfathered Person or Exempt
Person).




(v) any Person that has, by itself or together with its Affiliates and
Associates, become a Beneficial Owner of 5.0% or more of the Common Shares then
outstanding (or has failed to continue to qualify as a Grandfathered Person or
Exempt Person) as a result of one or more transactions that are determined to be
Exempt Transactions, unless and until such time as such Person or transaction(s) no
longer satisfy the terms or conditions, if any, that the Board prescribed in its
determination under subsection (l) of this Section 1 with respect to such
transaction(s); provided that if the Percentage Stock Ownership of any Person that
had qualified for the exemption under this subsection (v) ceases to be at least
5.0%, then such Person shall not be deemed to be an Acquiring Person until such
later time (if any) as the Percentage Stock Ownership of such Person is 5.0% or
more, and then only if such Person does not qualify (I) as an Exempt Person, (II)
for the exception in subsection (iv) of this Section 1(a), (III) as a Grandfathered


 


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Person pursuant to subsection (o)(ii) of this Section 1, or (IV) for an
additional exception under this subsection (v).




(b) “Affiliate” and “Associate” shall have the respective meanings ascribed to such
terms in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), as in effect on the date of this Agreement and, to
the extent not included within the foregoing provisions of this Section 1(b), shall also
include, with respect to any Person, any other Person whose Common Shares are treated, for
purposes of Section 382 of the Code and the Treasury Regulations thereunder, as being (i)
owned by such first Person (or by a Person or group of Persons to which the Common Shares
owned by such first Person are attributed pursuant to Treasury Regulation Section
1.382-2T(h)), or (ii) owned by the same “entity” (as defined in the second sentence of
Treasury Regulation Section 1.382-3(a)(1)(i)) as is deemed to own the Common Shares owned by
such first Person; provided, however, that a Person shall not be deemed to be an Affiliate
or Associate of another Person solely because either or both Persons are or were directors
or officers of the Company.




(c) “Amendment Effective Time” means the close of business on July 7, 2009.




(d) A Person shall be deemed a “Beneficial Owner” of, and shall be deemed to
“beneficially own,” any securities:




(i) which such Person or any of such Person’s Affiliates or Associates
beneficially owns, directly or indirectly;




(ii) which such Person or any of such Person’s Affiliates or Associates,
directly or indirectly, 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 (whether or not in writing) or upon the exercise of
conversion rights, exchange rights, warrants, options, or other rights (in each
case, other than upon exercise or exchange of the Rights); provided, however, that a
Person shall not be deemed a Beneficial Owner of, or to beneficially own, 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 exchange;




(iii) which such Person or any of such Person’s Affiliates or Associates,
directly or indirectly, has or shares the right to vote or dispose of, or has
“beneficial ownership” (as defined under Rule 13d-3 of the General Rules and
Regulations under the Exchange Act) of, including pursuant to any agreement,
arrangement or understanding (whether or not in writing); or




(iv) with respect to which any other Person is a Beneficial Owner, if the
Person referred to in the introductory clause of this Section 1(d) or any of such
Person’s Affiliates or Associates has any agreement, arrangement or understanding
(whether or not in writing) with such other Person (or any of such


 


3









 






other Person’s Affiliates or Associates) with respect to acquiring, holding,
voting or disposing of any securities of the Company;




provided, however, that the preceding provisions of this Section 1(d) shall not be applied
to cause a Person to be deemed a “Beneficial Owner” of, or to “beneficially own,” any
security (A) solely because such Person has the right to vote such security pursuant to an
agreement, arrangement or understanding (whether or not in writing) which (1) arises solely
from a revocable proxy 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
of the Exchange Act, and (2) is not also then reportable on Schedule 13D under the Exchange
Act (or any comparable or successor report), or (B) if such beneficial ownership arises
solely as a result of such Person’s status as a “clearing agency,” as defined in Section
3(a)(23) of the Exchange Act; provided further, however, that nothing in this Section 1(d)
shall cause a Person engaged in business as an underwriter of securities or member of a
selling to group to be a Beneficial Owner of, or to “beneficially own,” any securities
acquired through such Person’s participation in good faith in an underwriting syndicate
until the expiration of 40 calendar days after the date of such acquisition, or such later
date as the directors of the Company may determine in any specific case; provided further
that the transfer of beneficial ownership of Common Shares to any Person without any
consideration for such transfer being given by such Person shall not result in such Person
becoming a Beneficial Owner of any additional Common Shares until the Person accepts such
transfer. Notwithstanding anything herein to the contrary, to the extent not within the
foregoing provisions of this Section 1(d), a Person shall be deemed a “Beneficial Owner” of,
and shall be deemed to “beneficially own” or have “beneficial ownership” of, any securities
that are owned by another Person and that are treated, for purposes of Section 382 of the
Code and the Treasury Regulations thereunder, as being (x) owned by such first Person (or by
a Person or group of Persons to which the securities owned by such first Person are
attributed pursuant to Treasury Regulation Section 1.382-2T(h)), or (y) owned by the same
“entity” (as defined in the second sentence of Treasury Regulation Section 1.382-3(a)(1)(i))
as is deemed to own the securities owned by such first Person.




(e) “Board” means the Board of Directors of the Company.




(f) “Business Day” means any day other than a Saturday, a Sunday or a day on which
banking institutions in the State of Wisconsin are authorized or obligated by law or
executive order to close.




(g) “close of business” on any given date shall mean 5:00 P.M., Milwaukee, Wisconsin
time, on such date; provided, however, that if such date is not a Business Day it shall mean
5:00 P.M., Milwaukee, Wisconsin time, on the next succeeding Business Day.




(h) “Common Shares” means the shares of common stock, par value $1.00, of the Company.




(i) “Distribution Date” has the meaning set forth in Section 3(a) hereof.


 


4









 






(j) “Exchange Act” has the meaning set forth in subsection (b) of this Section 1.




(k) “Exempt Person” means any Person (i) who (A) delivers to the Company a letter that,
as determined by the Company in its sole discretion, is substantially in the form attached
hereto as Exhibit C, or (B) is an Affiliate or Associate of another Person who delivers to
the Company a letter as described in clause (i)(A) above, and (ii) whose beneficial
ownership of 5% or more of the outstanding Common Shares would not, as determined (prior to
such Person becoming the Beneficial Owner of 5% or more of the Common Shares then
outstanding) by the Company in its sole discretion, jeopardize or endanger the availability
to the Company of the Tax Benefits; provided that such Person shall not be an Exempt Person
unless and until it, or its Affiliate or Associate who delivers a letter as described in
clause (i) above, has received written notice of such determination by the Company; provided
further that such Person shall cease to be an Exempt Person from and after the earlier of
such time (if any) as (I) in respect of the letter that such Person, or its Affiliate or
Associate, delivered pursuant to clause (i) above, a representation or warranty of such
Person, or its Affiliate or Associate, in such letter was not true and correct when made, a
representation or warranty of such Person, or its Affiliate or Associate, in such letter
that was to remain true and correct after the date of the letter as contemplated therein
ceases to remain true and correct or such Person, or its Affiliate or Associate, ceases to
comply with a covenant contained in such letter, or (II) such Person becomes the Beneficial
Owner of 10% or more of the Common Shares then outstanding, other than any increase that is
a result of (x) an acquisition of Common Shares by the Company and/or (y) such Person
becoming the Beneficial Owner of additional Common Shares due solely to the occurrence of
one or more 2063 Debenture Adjustment Events (as such term is defined at the end of this
Section 1(k)) during the period in which the Company’s 9% Convertible Junior Subordinated
Debentures due 2063 (the “2063 Debentures”) are beneficially owned by such Person.
Notwithstanding the foregoing, a Grandfathered Person shall not be precluded from becoming
an Exempt Person (as defined in the preceding sentence, giving effect to this sentence)
prior to the time at which such Grandfathered Person would otherwise become an Acquiring
Person; provided that any Grandfathered Person that is or was a Grandfathered Person
pursuant to subsection (o)(iv) of this Section 1 may only become an Exempt Person if such
Grandfathered Person (1) reduced its Percentage Stock Ownership to less than 5% through one
or more dispositions of Common Shares, with the disposition that resulted in its Percentage
Stock Ownership being reduced to less than 5% involving as few shares as practicable without
the need for an odd lot transaction (such disposition(s), the “reduction below 5%”), and (2)
publicly reports in an amendment to a Schedule 13G the number of Common Shares beneficially
owned as a result of the reduction below 5%.




If any Person that had qualified as an Exempt Person ceases to so qualify, then for purposes
of Section 1(a) such Person shall be deemed to have become, as of the time the Person
ceased to qualify as an Exempt Person, a Beneficial Owner of the Common Shares that such
Person and such Person’s Affiliates and Associates then beneficially own. For the avoidance
of doubt, it is understood that the qualifications and exceptions in this Section 1(k) with
respect to 2063 Debenture Adjustment Events do not apply to Common Shares attributable to
2063 Debenture Adjustment Events that are delivered and


 


5









 






beneficially owned on conversion of 2063 Debentures. “2063 Debenture Adjustment Events”
means each of (a) effective as of each date on which the interest so deferred would have
been due and payable in the absence of such deferral, the Company deferring the payment of
interest on the 2063 Debentures, (b) effective as of each date on which such compounded
interest accrues, compounded interest on account of such a deferral, and (c) an increase
pursuant to the terms of the 2063 Debentures in the number of Common Shares that are
deliverable on conversion of the 2063 Debentures. Changes in the average price per Common
Share that affect the number of Common Shares deliverable on conversion of the 2063
Debentures shall be considered adjustments under the immediately preceding clause (c).




(l) “Exempt Transaction” means any transaction that the Board determines, in its sole
discretion and on such terms and conditions as the Board may in its sole discretion
prescribe, should have the consequences of an Exempt Transaction under this Agreement.




(m) “Expiration Date” means earliest of (i) Final Expiration Date; (ii) the time at
which the Rights are redeemed as provided in Section 23 hereof (the “Redemption Date”);
(iii) the time at which the Rights are exchanged as provided in Section 24 hereof; (iv) the
repeal of Section 382 of the Code if the Board determines that this Agreement is no longer
necessary for the preservation of the Tax Benefits; and (v) the beginning of a taxable year
of the Company to which the Board determines that no Tax Benefits may be carried forward.




(n) “Final Expiration Date” means the close of business on August 17, 2012, subject to
extension.




(o) “Grandfathered Person” means:




(i) any Person who does not qualify as an “Acquiring Person” (as defined in the
Original Rights Agreement) immediately prior to the Amendment Effective Time and who
at the Amendment Effective Time is a Beneficial Owner of 5.0% or more of the Common
Shares outstanding at the Amendment Effective Time; provided that any such Person
shall cease to be a Grandfathered Person from and after such time (if any) as the
Person’s Percentage Stock Ownership shall be increased from such Person’s lowest
Percentage Stock Ownership at or after the Amendment Effective Time, other than any
increase pursuant to or as a result of (A) an acquisition of Common Shares by the
Company and/or (B) such Person becoming the Beneficial Owner of additional Common
Shares due solely to (x) such Person beneficially owning 2063 Debentures immediately
prior to the Amendment Effective Time and (y) during the period thereafter in which
the 2063 Debentures then beneficially owned continue to be beneficially owned by
such Person, the occurrence of one or more 2063 Debenture Adjustment Events;




(ii) any Person who (x) at the Amendment Effective Time is not a Beneficial
Owner of 5.0% or more of the Common Shares outstanding at the Amendment Effective
Time and (y) if the definition of Acquiring Person did not


 


6









 






include an exclusion for any Grandfathered Person, would qualify as an
Acquiring Person after the Amendment Effective Time as a result of (I) an
acquisition of Common Shares by the Company and/or (II) such Person becoming the
Beneficial Owner of additional Common Shares due solely to the occurrence of one or
more 2063 Debenture Adjustment Events during the period in which 2063 Debentures are
beneficially owned by such Person; provided that any such Person shall cease to be a
Grandfathered Person from and after such time (if any) as the Person’s Percentage
Stock Ownership shall be increased from such Person’s lowest Percentage Stock
Ownership on or after the date of the first occurrence of any event described in
clause (I) or (II), other than any increase pursuant to or as a result of (A) an
acquisition of Common Shares by the Company and/or (B) such Person becoming the
Beneficial Owner of additional Common Shares due solely to the occurrence of one or
more 2063 Debenture Adjustment Events during the period in which 2063 Debentures are
beneficially owned by such Person;




(iii) any Person who (x) at all times on or prior to November 30, 2009 is not
and was not a Beneficial Owner of 5.0% or more of the Common Shares then outstanding
and (y) if the definition of Acquiring Person did not include an exclusion for any
Grandfathered Person, would qualify as an Acquiring Person on or after December 1,
2009 as a direct result of an acquisition or merger involving all or part of the
asset management business of a financial institution headquartered in the United
Kingdom that closes or is effective on or after December 1, 2009 but no later than
December 15, 2009 and has a transaction value in excess of $10 billion; provided
that any such Person shall cease to be a Grandfathered Person from and after the
earlier to occur of (x) such time (if any) as the Person’s Percentage Stock
Ownership shall be increased above 10.0%, other than any increase pursuant to or as
a result of (A) an acquisition of Common Shares by the Company and/or (B) such
Person becoming the Beneficial Owner of additional Common Shares due solely to the
occurrence of one or more 2063 Debenture Adjustment Events during the period in
which 2063 Debentures are beneficially owned by such Person or (y) February 16,
2010; and




(iv) Any Person (and any Affiliate or Associate of such Person) who on November
30, 2009 became the Beneficial Owner of more than 5.0% of the Common Shares then
outstanding, which beneficial ownership was reported on a Schedule 13G on December
10, 2009; provided that such Persons shall cease to be a Grandfathered Person from
and after the earlier to occur of (x) such time (if any) as such Persons become the
Beneficial Owner of a number of Common Shares that is more than the number of Common
Shares that such Persons beneficially owned at the close of business on December 3,
2009 or (y) February 16, 2010.




If any Person that had qualified as a Grandfathered Person ceases to so qualify, then for
purposes of Section 1(a) such Person and such Person’s Affiliates and Associates shall be
deemed to have become, as of the time the Person ceased to qualify as a Grandfathered
Person, a Beneficial Owner of the Common Shares that such Person and such Person’s
Affiliates and Associates then beneficially own. For the avoidance of doubt, it is


 


7









 






understood that the qualifications and exceptions in subsections (o) (i), (ii) and (iii) of
this Section 1 with respect to 2063 Debenture Adjustment Events do not apply to Common
Shares attributable to 2063 Debenture Adjustment Events that are delivered and beneficially
owned on conversion of 2063 Debentures.




(p) “Percentage Stock Ownership” of a Person means the percentage calculated by
dividing (i) the number of Common Shares as to which the Person, together with its
Affiliates and Associates, is a Beneficial Owner, divided by (ii) the number of Common
Shares then outstanding.




(q) “Person” means any individual, firm, corporation, partnership, trust, association,
limited liability company, limited liability partnership, governmental entity, or other
entity, or any group of any one or more of the foregoing making a “coordinated acquisition”
of shares or otherwise treated as an entity within the meaning of Treasury Regulation
Section 1.382-3(a)(1)(i) and shall include any successor (by merger or otherwise) of any
such entity.




(r) “Redemption Date” has the meaning set forth in subsection (l) of this Section 1.




(s) “Related Person” means the Company, any Subsidiary of the Company (in each case
including, without limitation, in any fiduciary capacity), any employee benefit plan or
compensation arrangement of the Company or any Subsidiary of the Company, or any entity or
trustee holding Common Shares to the extent organized, appointed or established by the
Company or any Subsidiary of the Company for or pursuant to the terms of any such employee
benefit plan or compensation arrangement.




(t) “Securities Act” means the Securities Act of 1933, as amended.




(u) “Shares Acquisition Date” means the first date of public announcement (which, for
purposes of this definition, shall include, without limitation, a report filed or amended
pursuant to Section 13(d) under the Exchange Act), by the Company or a Person or an
Affiliate of the Person, (i) that the Person has become an Acquiring Person or (ii) of
information that leads the Board to conclude that the Person has become an Acquiring Person.




(v) “Subsidiary” of any Person means any other Person of which securities or other
ownership interests having ordinary voting power, in the absence of contingencies, to elect
a majority of the board of directors or other Persons performing similar functions are at
the time directly or indirectly owned by such first Person.




(w) “Tax Benefits” means the net operating loss carryovers, capital loss carryovers,
general business credit carryovers, alternative minimum tax credit carryovers and foreign
tax credit carryovers, as well as any loss or deduction attributable to a “net unrealized
built-in loss” within the meaning of Section 382 of the Code, of the Company or any of its
Subsidiaries.


 


8









 






(x) “Treasury Regulation” means a final, proposed or temporary regulation of the U.S.
Department of Treasury promulgated under the Code.



2. Amendment of Rights Agreement to Add Exhibit. The Rights Agreement is amended to
add the following new Exhibit C thereto as of the Effective Time:



Exhibit C




Form of Representation and Request Letter





This letter is delivered to the Company pursuant to Section 1(k)(i) of the Amended and
Restated Rights Agreement (the “Agreement”), dated as of July 7, 2009 and as amended
through the date hereof, by and between MGIC Investment Corporation, a Wisconsin corporation
(the “Company”), and the Rights Agent named therein. Capitalized terms used, but
not defined, in this letter (and the term “beneficial ownership”) shall have the meanings
given them under the Agreement.




By delivery of this letter, [Name] (“Investor”) requests that the Company
determine pursuant to Section 1(k)(ii) of the Agreement, based on this letter and any other
information that the Company believes relevant (which, upon written request of the Company,
Investor must provide if it desires to pursue this request), that beneficial ownership by
Investor and its Affiliates and Associates of 5% or more of the outstanding Common Shares
would not jeopardize or endanger the availability to the Company of the Tax Benefits (such
determination, if affirmative, is referred to herein as the “Determination”). The
representations, warranties, and covenants of Investor contained in this letter are being
provided or made solely in connection with Investor’s request that the Company make the
Determination, thereby effectuating the exemption (the “Exemption”) provided in
Section 1(k) of the Agreement.




For purposes of this letter, the following terms shall have the meanings indicated:




(i) The “Applicable Period” means the period beginning with and
including the date of this letter and ending at the earlier of (A) the time, if any,
following the Determination at which the Exemption is no longer in effect, or (B)
the time at which the Agreement is no longer effective.




(ii) A specified Person has “Economic Ownership” of shares if such
 shares are treated, for purposes of Section 382 of the Code and the Treasury
Regulations thereunder, as being owned by the specified Person (or by a Person or
group of Persons to which the shares owned by the specified Person are attributed
pursuant to Treasury Regulation Section 1.382-2T(h)).




(iii) “Fund” means (A) an investment account that is not itself a Person and
that is managed or advised by Investor or by an Affiliate or Associate of Investor,
and (B) any Affiliate or Associate of Investor that is an investment fund and that
is named in the following listing:
__________________________.


 


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(iv) “Investor Group” refers collectively to Investor and its Affiliates and
Associates (including __________________________), other than the Funds.




Investor makes the following representations, warranties, and covenants:




	 	1.	 	The aggregate number of Common Shares and the aggregate principal amount of
2063 Debentures beneficially owned by the Funds and by the Investor Group and Funds,
collectively, are as follows:






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Aggregate Principal	 
	 	 	Number of	 	 	Amount of 2063	 
	 	 	Common Shares	 	 	Debentures (a)	 
	 
	 	 	 	 	 	 	 	 
	Funds
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Investor Group and
Funds, collectively
	 	 	 	 	 	 	 	 







[(a) For holdings of 2063 Debentures, disclose in a footnote the date of
acquisitions of all 2063 Debentures held and the aggregate principal amount acquired
on each such date.]




	 	2.	 	Investor represents and warrants that the following statements are true and
correct at the date of this letter, and that the statements in subparagraphs (b) and
(c) below will also be true and correct at all times during the Applicable Period:







	 	(a)	 	Neither the Investor Group nor any single Fund has Economic
Ownership of more than 4.90%1 of the total outstanding Common
Shares.







	 	(b)	 	With respect to any Common Shares owned by the Investor Group,
no member of the Investor Group is acting as a member of a group that both (I)
includes any Person other than another member of the Investor Group and (II) is
treated as an “entity” under the second sentence of Treasury Regulation Section
1.382-3(a)(1)(i).







	 	(c)	 	With respect to any Common Shares owned by a Fund, such Fund is
not acting as a member of a group that is treated as an “entity” under the
second sentence of Treasury Regulation Section 1.382-3(a)(1)(i).







	 	3.	 	Investor acknowledges, understands and agrees that, at all times during the
Applicable Period, neither the Investor Group nor any Fund shall acquire (other than
through a stock dividend, rights dividend, stock split or similar transaction effected
by the Company) any Common Shares (or any interests in an entity that owns, directly or
indirectly, any Common Shares) if, immediately after such acquisition, (i) the Investor
Group or such Fund would have Economic Ownership of more than 4.99% of the total
then-outstanding Common Shares, or (ii) to Investor’s knowledge, any Person other than
(x) a member of the Investor Group or (y) such Fund would have Economic Ownership of
more than 4.99% of the





 





	 	 	 
	1	 	In its sole discretion, the Company may accept a higher
percentage not greater than 4.99%.





 


10









 








total then-outstanding Common Shares (and would not have such level of Economic
Ownership but for such acquisition by the Investor Group or such Fund).




Investor acknowledges and agrees that the accuracy of the foregoing representations and
warranties and compliance with the foregoing covenants are a condition to the Exemption
becoming effective and remaining in effect.



	 	 	 	 	 
	 	Sincerely,


[Name of Investor]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




3. No Further Amendment. Except as specifically supplemented and amended, changed or
modified in Sections 1 and 2 above, the Rights Agreement shall be unaffected by this Amendment and
shall remain in full force and effect.



4. Governing Law. This Amendment shall be deemed to be a contract made under the laws
of the State of Wisconsin and for all purposes shall be governed by and construed in accordance
with the laws of such State applicable to contracts to be made and performed entirely within such
State.



5. Counterparts. This Amendment may be executed in any number of counterparts, and
each of such counterparts shall for all purposes be deemed to be an original, and all such
counterparts shall together constitute but one and the same instrument.



6. Descriptive Headings. Descriptive headings of the Sections of this Amendment are
inserted for convenience only and shall not control or affect the meaning or construction of any of
the provisions of this Amendment.


 


11









 





IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and
delivered, all as of the day and year first above written.



	 	 	 	 	 	 	 	 	 	 	 
	MGIC INVESTMENT CORPORATION	 	WELLS FARGO BANK, N.A., as Rights Agent
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ J. Michael Lauer	 	By:	 	/s/ Matthew D. Paseka
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	Name:	 	J. Michael Lauer	 	 	 	Name:	 	Matthew D. Paseka
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	Title:	 	Executive Vice President and CFO	 	 	 	Title:	 	Officer
	 

	 	 	 	 
	 	 	 	 	 	 







 


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