KEY EXECUTIVE EMPLOYMENT AND SEVERANCE AGREEMENT
KEY EXECUTIVE EMPLOYMENT AND SEVERANCE AGREEMENT
INCORPORATED TERMS DATED AS OF DECEMBER 2, 2008 TO KEY EXECUTIVE EMPLOYMENT AND SEVERANCE AGREEMENT 
KEY EXECUTIVE EMPLOYMENT AND SEVERANCE AGREEMENT
 
          THIS  AGREEMENT  is  made  and  entered  into  as of  the  ___  day of
___________, by and between MGIC Investment Corporation, a Wisconsin corporation
(hereinafter referred to as the "Company"), and the person whose name appears on
the signature page hereof (hereinafter referred to as "Executive").
 
                               W I T N E S S E T H
 
          WHEREAS,  the Executive is employed by the Company and/or a subsidiary
of the Company (hereinafter referred to collectively as the "Employer") in a key
executive  capacity and the Executive's  services are valuable to the conduct of
the business of the Company;
 
          WHEREAS,  the  Company  desires  to  continue  to  attract  and retain
dedicated and skilled  management  employees in a period of actual and potential
industry   consolidation  and  changes  in  regulatory  barriers  regarding  the
ownership of insurance companies, consistent with achieving a transaction in the
best interests of its shareholders in any change in control of the Company;
 
          WHEREAS,  the Company recognizes that circumstances may arise in which
a change in control of the Company  occurs,  through  acquisition  or otherwise,
thereby causing a potential conflict of interest between the Company's needs for
the Executive to remain focused on the Company's  business and for the necessary
continuity  in management  prior to and  following a change in control,  and the
Executive's  reasonable  personal concerns  regarding future employment with the
Employer  and  economic  protection  in the  event  of loss of  employment  as a
consequence of a change in control;
 
          WHEREAS,  the Company and the Executive are desirous that any proposal
for a change in control or  acquisition of the Company will be considered by the
Executive  objectively  and with  reference  only to the best  interests  of the
Company and its shareholders;
 
          WHEREAS,  the Executive  will be in a better  position to consider the
Company's  best  interests  if the  Executive  is afforded  reasonable  economic
security,  as  provided  in  this  Agreement,   against  altered  conditions  of
employment which could result from any such change in control or acquisition;
 
          WHEREAS,  the Executive  possesses  intimate knowledge of the business
and affairs of the Company and has acquired certain confidential information and
data with respect to the Company; and
 
          WHEREAS, the Company desires to insure,  insofar as possible,  that it
will continue to have the benefit of the Executive's services and to protect its
confidential information and goodwill.
 
          NOW,  THEREFORE,  in  consideration of the foregoing and of the mutual
covenants and agreements  hereinafter  set forth,  the parties  hereto  mutually
covenant and agree as follows:
<PAGE>
 
          1. Definitions.
 
                    (a) Act.  For  purposes  of this  Agreement,  the term "Act"
          means the Securities Exchange Act of 1934, as amended.
 
                    (b) Affiliate and Associate. For purposes of this Agreement,
          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.
 
                    (c)  Beneficial  Owner.  For purposes of this  Agreement,  a
          Person shall be deemed to be the "Beneficial Owner" of any securities:
 
                              (i)  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 Firstar Bank  Milwaukee,  N.A.,  as amended from time to
                    time (or any  successor  to such Rights  Agreement),  at any
                    time before the issuance of such securities;
 
                              (ii)  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 1
                    (c)  as  a   result   of  an   agreement,   arrangement   or
                    understanding  to  vote  such  security  if  the  agreement,
                    arrangement  or  understanding:  (A)  arises  solely  from a
                    revocable  proxy or consent given to such Person in response
                    to a public proxy or consent  solicitation made pursuant to,
                    and in accordance with, the applicable rules and regulations
                    under  the Act  and (B) is not  also  then  reportable  on a
                    Schedule l3D under the Act (or any  comparable  or successor
                    report); or
 
                              (iii) which are  beneficially  owned,  directly or
                    indirectly,  by any other  Person  with which such Person or
                    any of  such  Person's  Affiliates  or  Associates  has  any
                    agreement,  arrangement or understanding  for the purpose of
                    acquiring,  holding,  voting (except pursuant to a revocable
                    proxy  as  described  in  Subsection  1(c)  (ii)  above)  or
                    disposing of any voting securities of the Company.
 
 
                                      -2-
<PAGE>
 
                    (d) Cause.  "Cause" for  termination  by the Employer of the
          Executive's  employment in connection  with a Change in Control of the
          Company shall,  for purposes of this Agreement,  be limited to (i) the
          engaging by the  Executive  in  intentional  conduct not taken in good
          faith which has caused  demonstrable  and serious  financial injury to
          the Employer,  as evidenced by a determination  in a binding and final
          judgment,  order or  decree  of a court or  administrative  agency  of
          competent  jurisdiction,  in effect after  exhaustion  or lapse of all
          rights of appeal,  in an action,  suit or  proceeding,  whether civil,
          criminal, administrative or investigative; (ii) conviction of a felony
          (as  evidenced  by binding  and final  judgment,  order or decree of a
          court of competent  jurisdiction,  in effect after  exhaustion  of all
          rights of appeal) which substantially  impairs the Executive's ability
          to  perform  his  duties or  responsibilities;  and  (iii)  continuing
          willful  and  unreasonable  refusal by the  Executive  to perform  the
          Executive's duties or responsibilities  (unless  significantly changed
          without the Executive's consent).
 
                    (e) 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  50% or more of  either  the  then  outstanding
                    shares of common stock of the Company or the combined voting
                    power of the Company's then  outstanding  voting  securities
                    entitled to vote generally in the election of directors; or
 
                              (ii)  the  following  individuals  cease  for  any
                    reason to  constitute  a majority of the number of directors
                    of the Company then serving:  (A)  individuals  who, on July
                    22,  1999,  constituted  the Board and (B) any new  director
                    (other than a director whose initial assumption of office is
                    in connection with an actual or threatened election contest,
                    including  but  not  limited  to  a  consent   solicitation,
                    relating to the election of  directors  of the  Company,  as
                    such terms are used in Rule 14a-11 of  Regulation  14A under
                    the Act)  whose  appointment  or  election  by the  Board or
                    nomination  for election by the Company's  shareholders  was
                    approved  by a vote  of at  least  two-thirds  (2/3)  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
 
 
                                      -3-
<PAGE>
 
                    directors on July 22, 1999 or initially  appointed,  elected
                    or  nominated  by such  two-thirds  (2/3) vote as  described
                    above   ad   infinitum    (collectively    the   "Continuing
                    Directors");  provided,  however,  that  individuals who are
                    appointed to the Board pursuant to or in accordance with the
                    terms of an agreement  relating to a merger,  consolidation,
                    or share  exchange  involving  the Company (or any direct or
                    indirect  subsidiary of the Company) shall not be Continuing
                    Directors  for purposes of this  Agreement  until after such
                    individuals are first nominated for election by a vote of at
                    least two-thirds (2/3) of the then Continuing  Directors and
                    are thereafter  elected as 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  (in  one
                    transaction or a series of related  transactions  within any
                    period  of 24  consecutive  months),  other  than a sale  or
                    disposition  by the Company of all or  substantially  all of
                    the
 
 
                                      -4-
<PAGE>
 
                    Company's  assets  to an entity of which at least 75% of the
                    combined voting power of the voting  securities  entitled to
                    vote  generally  in the  election of  directors  immediately
                    after such sale are owned by Persons  in  substantially  the
                    same   proportions   as  their   ownership  of  the  Company
                    immediately prior to such sale.
 
                    (f) Code.  For purposes of this  Agreement,  the term "Code"
          means the Internal  Revenue  Code of 1986,  including  any  amendments
          thereto or successor tax codes thereof.
 
                    (g) Covered Termination.  Subject to Subsection 2(b) hereof,
          for purposes of this Agreement,  the term "Covered  Termination" means
          any  termination of the Executive's  employment  during the Employment
          Period  where  the  Notice  of  Termination  is  delivered  on, or the
          Termination  Date  is,  any date  prior  to the end of the  Employment
          Period.
 
                    (h) Employment  Period.  Subject to Subsection  2(b) hereof,
          for purposes of this Agreement,  the term "Employment  Period" means a
          period  commencing  on the date of a Change in Control of the Company,
          and  ending at 11:59  p.m.  Central  Time on the  earlier of the third
          anniversary of such date or the Executive's Normal Retirement Date.
 
                    (i)  Good  Reason.  For  purposes  of  this  Agreement,  the
          Executive  shall have "Good Reason" for  termination  of employment in
          connection with a Change in Control of the Company in the event of:
 
                              (i) any breach of this  Agreement by the Employer,
                    including  specifically  any breach by the  Employer  of the
                    agreements  contained  in Sections 4, 5, or 6 hereof,  other
                    than an isolated,  insubstantial and inadvertent failure not
                    occurring in bad faith that the Employer  remedies  promptly
                    after receipt of notice thereof given by the Executive;
 
                              (ii) the  removal of the  Executive  from,  or any
                    failure to reelect or reappoint the Executive to, any of the
                    offices  held with MGIC on the date of the Change in Control
                    of the Company (or if the Executive then held no office with
                    MGIC, then with the Company),  except in the event that such
                    removal or failure  to reelect or  reappoint  relates to the
                    termination  by the Employer of the  Executive's  employment
                    for Cause or by reason of disability  pursuant to Section 12
                    hereof;  it is  understood  that  if a  description  of  the
                    Executive's job function is part of the title of his office,
                    e.g., "Vice President--Capital Markets,  --Claims,--Managing
                    Director,--Risk  Management" or the like,  such  description
                    shall be disregarded  in  determining  whether the Executive
                    has been removed  from, or not reelected or appointed to, an
                    office  under this clause  (ii),  but this clause  shall not
                    affect  the  Executive's  rights  under  clause (i) above by
                    virtue of Section 4 hereof with respect to any change in the
                    Executive's job function;
 
                              (iii) a material  reduction in the aggregate level
                    of support services, staff, secretarial and other comparable
                    assistance  directly  available to the Executive  during the
                    90-day  period prior to the Change in Control of
 
 
                                      -5-
<PAGE>
 
                    the Company if such reduction  makes the  performance of the
                    Executive's  job functions  materially  more  difficult than
                    during such 90-day period; or
 
                              (iv)   failure  by  the   Company  to  obtain  the
                    Agreement  referred to in Section  17(a)  hereof as provided
                    therein.
 
                    (j) MGIC.  For purposes of this  Agreement,  the term "MGIC"
          means Mortgage Guaranty Insurance Corporation.
 
                    (k) Normal  Retirement Date. For purposes of this Agreement,
          the  term  "Normal  Retirement  Date"  means  the  date on  which  the
          Executive  can retire from  service  with the  Employer  and  commence
          receiving  retirement payments within 31 days thereafter,  without any
          reduction in such payments on account of early  retirement,  under the
          primary  qualified  defined  benefit  pension plan  applicable  to the
          Executive,  or any  successor  plan,  as in  effect on the date of the
          Change in Control of the Company.
 
                    (l)  Person.  For  purposes  of  this  Agreement,  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.
 
                    (m) Termination Date. For purposes of this Agreement, except
          as  otherwise  provided in  Subsection  2(b),  Subsection  10(b),  and
          Subsection 17(a) hereof,  the term "Termination Date" means (i) if the
          Executive's  employment is terminated by the  Executive's  death,  the
          date of death;  (ii) if the  Executive's  employment  is terminated by
          reason of  voluntary  early  retirement,  as agreed in  writing by the
          Employer and the Executive, the date of such early retirement which is
          set  forth  in  such  written  agreement;  (iii)  if  the  Executive's
          employment is terminated  for purposes of this  Agreement by reason of
          disability  pursuant to Section 12 hereof,  the earlier of thirty days
          after the Notice of  Termination  is given or one day prior to the end
          of the  Employment  Period;  (iv)  if the  Executive's  employment  is
          terminated by the Executive  voluntarily (other than for Good Reason),
          the date the Notice of  Termination is given;  (v) if the  Executive's
          employment is terminated by the Employer for Cause, the earlier of ten
          days after the Notice of  Termination is given or one day prior to the
          end of the Employment Period;  and (vi) if the Executive's  employment
          is  terminated  by the Employer  (other than for Cause or by reason of
          disability pursuant to Section 12 hereof) or by the Executive for Good
          Reason,  the earlier of thirty days after the Notice of Termination is
          given  or  one  day  prior  to  the  end  of  the  Employment  Period.
          Notwithstanding the foregoing,
 
                              (1)  If  termination  is  for  Cause  pursuant  to
                    Subsection  1(d)(iii) of this Agreement and if the Executive
                    has cured the conduct  constituting  such Cause as described
                    by the  Employer  in its Notice of  Termination  within such
                    ten-day or shorter period,  then the Executive's  employment
                    hereunder   shall  continue  as  if  the  Employer  had  not
                    delivered its Notice of Termination;  provided, however, the
                    right of the Executive to cure such conduct shall apply only
                    to the  first  Notice  of  Termination  indicating  that the
                    termination is for Cause.
 
 
                                      -6-
<PAGE>
 
                              (2)  If  the  party   receiving   the   Notice  of
                    Termination  notifies the other party that a dispute  exists
                    concerning the  termination  within the  appropriate  period
                    following receipt thereof and it is finally  determined that
                    the reason  asserted in such Notice of  Termination  did not
                    exist,  then  (i)  if  such  Notice  was  delivered  by  the
                    Executive,  the Executive will be deemed to have voluntarily
                    terminated his employment and the Termination  Date shall be
                    the  earlier  of the date  fifteen  days after the Notice of
                    Termination  is  given  or one day  prior  to the end of the
                    Employment Period and (ii) if delivered by the Company,  the
                    Company  will be deemed  to have  terminated  the  Executive
                    other than by reason of death, disability or Cause.
 
          2. Termination or Cancellation Prior to Change in Control.
 
                    (a) Subject to Subsection 2(b) hereof,  the Employer and the
          Executive  shall each retain the right to terminate the  employment of
          the Executive at any time prior to a Change in Control of the Company.
          Subject  to  Subsection  2(b)  hereof,  in the event  the  Executive's
          employment is terminated  prior to a Change in Control of the Company,
          this  Agreement  shall be  terminated  and cancelled and of no further
          force  and  effect,  and any and all  rights  and  obligations  of the
          parties hereunder shall cease.
 
                    (b)   Anything   in   this   Agreement   to   the   contrary
          notwithstanding,  if a Change in Control of the Company  occurs and if
          the Executive's employment with the Employer is terminated (other than
          a  termination  due to the  Executive's  death or as a  result  of the
          Executive's disability) during the period of 90 days prior to the date
          on which the  Change in Control of the  Company  occurs,  and if it is
          reasonably  demonstrated  by the Executive  that such  termination  of
          employment (i) was at the request of a third party who has taken steps
          reasonably  calculated to effect a Change in Control of the Company or
          (ii) otherwise arose in connection with or in anticipation of a Change
          in Control of the  Company,  then for all  purposes of this  Agreement
          such   termination   of   employment   shall  be  deemed  a   "Covered
          Termination,"  "Notice  of  Termination"  shall be deemed to have been
          given,  and the  "Employment  Period" shall be deemed to have begun on
          the  date  of  such  termination  which  shall  be  deemed  to be  the
          "Termination  Date"  and the  date of the  Change  of  Control  of the
          Company for purposes of this Agreement.
 
          3.  Employment  Period;  Vesting of Certain  Benefits.  If a Change in
Control of the Company  occurs when the  Executive is employed by the  Employer,
(a) the Employer  will continue  thereafter  to employ the Executive  during the
Employment  Period,  and the Executive will remain in the employ of the Employer
in accordance  with and subject to the terms and  provisions of this  Agreement,
and (b) (i) the Company shall cause all  restrictions on restricted stock awards
made to the  Executive  prior to the  Change in  Control  to lapse such that the
Executive is fully and immediately  vested in his or her restricted stock at the
time at which the Change in Control of the Company occurs,  and (ii) the Company
shall cause all unexercised  stock options granted to the Executive prior to the
Change in Control to be fully vested and  exercisable  in full at such time. Any
termination of the Executive's  employment during the Employment Period, whether
by the Company or the Employer, shall be deemed a termination by the Company for
purposes of this Agreement.
 
 
                                      -7-
<PAGE>
 
          4. Duties.  During the  Employment  Period,  the  Executive (a) shall,
devote the Executive's  best efforts and all of the  Executive's  business time,
attention and skill to the business and affairs of the Employer and (b) shall be
entitled to  materially  the same job  function as held by the  Executive at the
time of the Change in Control of the  Company or in such other job  function  or
functions as shall be mutually  agreed upon in writing by the  Executive and the
Employer  from  time to time.  The  services  which are to be  performed  by the
Executive  hereunder are to be rendered in the same  metropolitan  area in which
the Executive was employed at the date of such Change in Control of the Company,
or in such other place or places as shall be mutually  agreed upon in writing by
the  Executive and the Employer  from time to time.  Any travel  incident to the
Executive's  job  function  shall  not be  deemed  to  result in a breach of the
immediately preceding sentence by the Company.
 
          5. Compensation.  During the Employment Period, the Executive shall be
compensated as follows:
 
                    (a) The Executive  shall  receive,  at reasonable  intervals
          (but not less often than monthly) and in accordance with such standard
          policies  as may be in  effect  immediately  prior  to the  Change  in
          Control of the Company,  an annual base salary in cash  equivalent  of
          not less than the Executive's  highest annual base salary in effect at
          any time during the 90-day period  immediately  prior to the Change in
          Control  of the  Company,  or if prior to the Change in Control of the
          Company,  the Employer had approved an increase in such base salary to
          take effect after the Change in Control of the Company, at such higher
          rate  beginning on the date on which such  increase was to take effect
          (which base salary shall,  unless  otherwise  agreed in writing by the
          Executive, include the current receipt by the Executive of any amounts
          which,  prior to the Change in Control of the Company,  the  Executive
          had elected to defer,  whether  such  compensation  is deferred  under
          Section  401(k) of the Code or  otherwise),  subject to  adjustment as
          hereinafter  provided  in Section 6 (such  salary  amount as  adjusted
          upward from time to time is hereafter  referred to as the "Annual Base
          Salary").
 
                    (b) The Executive shall be reimbursed, at such intervals and
          in accordance  with such standard  policies that were in effect at any
          time  during  the  90-day  period  immediately  prior to the Change in
          Control of the Company,  for any and all monies advanced in connection
          with the Executive's  employment for reasonable and necessary expenses
          incurred by the Executive on behalf of the Employer,  including travel
          expenses.
 
                    (c) The Executive and/or the Executive's family, as the case
          may be, shall be included,  to the extent eligible  thereunder  (which
          eligibility  shall not be conditioned on the Executive's  salary grade
          or on any other  requirement  which  excludes  persons  of  comparable
          status to the Executive  unless such  exclusion was in effect for such
          plan or an  equivalent  plan at any  time  during  the  90-day  period
          immediately prior to the Change in Control of the Company), in any and
          all plans providing benefits for the Employer's  salaried employees in
          general,   including   but  not  limited  to  group  life   insurance,
          hospitalization,  medical,  dental,  profit  sharing  and stock  bonus
          plans.
 
                    (d) The  Executive  shall  annually  be entitled to not less
          than the amount of paid vacation and not fewer than the highest number
          of paid holidays to which the  Executive was entitled  annually at any
          time  during  the  90-day  period  immediately  prior to the Change in
          Control of the Company.
 
 
                                      -8-
<PAGE>
 
                    (e) The Executive  shall be included in all plans  providing
          additional benefits to executives of the Employer of comparable status
          and position to the  Executive,  including but not limited to deferred
          compensation,  split-dollar life insurance,  supplemental  retirement,
          stock  option,   stock  appreciation,   stock  bonus  and  similar  or
          comparable  plans, and shall receive fringe benefits made available to
          executives  of the Employer of  comparable  status and position to the
          Executive;  provided,  that, the Employer's  obligation to include the
          Executive in bonus or incentive compensation plans shall be determined
          by Subsection 5(g) hereof.
 
                    (f)  The  aggregate   annual  value  of  the  benefits  made
          available to the Executive  pursuant to Subsections 5(c) and (e) shall
          not be less  than 75% of the  highest  aggregate  annual  value of the
          benefits of the type  referred to in such  Subsections  that were made
          available  to the  Executive  at any time  during  the  90-day  period
          immediately prior to the Change in Control of the Company, except that
          if executives based in the United States of Affiliated Companies whose
          status and position with such Companies are  approximately  comparable
          to the Executive do not generally  receive stock  options,  restricted
          stock or other  stock-based  compensation,  during any period in which
          the  Executive  does  not  receive  such  benefits,  (i)  the  highest
          aggregate  value of the  benefits  during such 90-day  period shall be
          computed  without regard the value of stock options,  restricted stock
          or other  stock-based  compensation,  and (ii) the  percentage  in the
          preceding  portion of this  sentence  shall be  increased to 100% from
          75%.  The term  "Affiliated  Companies"  means  companies  that become
          Affiliates of the Employer as a result of the Change in Control of the
          Company.
 
                    (g)(i) To assure that the Executive will have an opportunity
          to earn annual incentive compensation after a Change in Control of the
          Company,  the  Executive  shall  be  included  in a bonus  plan of the
          Employer which shall satisfy the standards described below (such plan,
          the  "Post-Change  Bonus Plan").  Bonuses under the Post-Change  Bonus
          Plan shall be payable  annually with respect to achieving  such annual
          financial  or other goals  reasonably  related to the  business of the
          Employer (or, in the case of an Executive whose primary responsibility
          is sales of the  products  of the  Employer  or an  Affiliate,  to the
          extent  so  provided  by the  Employer  or the  Affiliate,  reasonably
          related to such sales) as the Employer shall  establish (the "Goals"),
          all of which Goals that are  determinable  under  objective  standards
          shall be  attainable  on a annual  basis with  approximately  the same
          degree of  probability  as the  comparable  goals under the Employer's
          bonus plan or plans as in effect at any time during the 90-day  period
          immediately prior to the Change in Control of the Company (whether one
          or more,  the  "Pre-Change  Company  Bonus  Plan")  and in view of the
          Employer's existing and projected financial and business circumstances
          applicable at the time. The  determination of whether any of the Goals
          that are  determinable  under  subjective  standards has been achieved
          shall be made by the Compensation  Committee (as hereinafter defined).
          In the event a majority of the members of the  Compensation  Committee
          are  not  persons  who  were  on the  Compensation  Committee  or were
          officers  of MGIC  during the 90-day  period  prior to the date of the
          Change in Control of the Company or the highest  ranking member of the
          Compensation  Committee  is not a person  who was on the  Compensation
          Committee  during  such  90-day  period,  none of the  Goals  shall be
          subjective.  The term  "Compensation  Committee"  means  the  Board of
          Directors  of the  Company,  an  appropriate  committee  thereof  or a
          committee comprised of members of management of the Employer,  in each
          case, in accordance with the Company's practice prior to the Change in
          Control of the  Company  with  respect  to  executives  of  comparable
          position to the Executive.
 
                                      -9-
<PAGE>
 
                    (ii) The maximum  amount of the bonus (the  "Bonus  Amount")
          that the  Executive  is eligible to earn under the  Post-Change  Bonus
          Plan shall be no less than the product of the Executive's  Annual Base
          Salary  multiplied  by a  percentage  that  is at  least  75%  of  the
          percentage that  determined the Executive's  maximum award provided in
          the  Pre-Change  Company  Bonus Plan (such maximum bonus amount herein
          referred  to as the  "Targeted  Bonus"),  and in the  event  the Goals
          (other than any objective  Goal) are not achieved such that the entire
          Targeted  Bonus is not  payable,  the Bonus Plan shall  provide  for a
          payment of a Bonus  Amount  equal to a portion of the  Targeted  Bonus
          reasonably  related to that portion of the Goals which were  achieved.
          The Bonus Amount  earned shall be paid within 75 days after the end of
          the  related  fiscal  year;  at  the  option  of the  Employer,  up to
          one-third of the Bonus Amount may be paid in  restricted  stock if the
          class  of  stock  of  which  such  restricted   stock  is  a  part  is
          publicly-traded  in an active  market in the  United  States  and such
          stock becomes fully vested by continued employment for a period of not
          more than one year after the date on which the Bonus Amount is paid.
 
          6. Annual Compensation Adjustments.  During the Employment Period, the
Compensation  Committee (as defined in Subsection  5(g)(i) hereof) will consider
and appraise,  annually,  the contributions of the Executive to the Company, and
in accordance with the Company's  practice prior to the Change in Control of the
Company, good faith consideration shall be given to the upward adjustment of the
Executive's Annual Base Salary, annually.
 
          7. Termination For Cause or Without Good Reason. If there is a Covered
Termination for Cause or due to the Executive's  voluntarily  terminating his or
her employment  other than for Good Reason (any such  terminations to be subject
to the procedures set forth in Section 13 hereof),  then the Executive  shall be
entitled to receive only Accrued Benefits pursuant to Section 9(a) hereof.
 
          8. Termination Giving Rise to a Termination Payment.
 
                    (a) If there is a Covered  Termination  by the Executive for
          Good Reason, or by the Company other than by reason of (i) death, (ii)
          disability  pursuant  to Section 12 hereof,  or (iii)  Cause (any such
          terminations  to be subject to the  procedures set forth in Section 13
          hereof),  then the  Executive  shall be entitled  to receive,  and the
          Company shall promptly pay,  Accrued  Benefits and, in lieu of further
          Annual Base Salary for periods  following  the  Termination  Date,  as
          liquidated  damages and additional  severance pay and in consideration
          of the covenant of the Executive set forth in Subsection 14(a) hereof,
          the Termination Payment pursuant to Subsection 9(b) hereof.
 
                    (b) If there is a Covered  Termination  and the Executive is
          entitled to Accrued  Benefits and the  Termination  Payment,  then the
          Company  shall  provide  to the  Executive  the  following  additional
          benefits:
 
                              (i) The Executive shall receive, at the expense of
                    the Company,  outplacement  services,  on an  individualized
                    basis  at  a  level  of   service   commensurate   with  the
                    Executive's status with the Company immediately prior to the
                    date of the Change in Control of the Company (or, if higher,
                    immediately  prior  to the  termination  of the  Executive's
                    employment),  provided by a nationally  recognized executive
                    placement  firm
 
 
                                      -10-
<PAGE>
 
                    selected  by the  Company;  provided  that  the  cost to the
                    Company  of  such  services  shall  not  exceed  10%  of the
                    Executive's Annual Base Salary.
 
                              (ii)   Until  the   earlier  of  the  end  of  the
                    Employment Period or such time as the Executive has obtained
                    new  employment  and is  covered  by  benefits  which in the
                    aggregate  are at least  equal  in  value  to the  following
                    benefits, the Executive shall continue to be covered, at the
                    expense  of the  Company,  by the  same or  equivalent  life
                    insurance,  hospitalization,  medical and dental coverage as
                    was  required   hereunder  with  respect  to  the  Executive
                    immediately  prior to the date the Notice of  Termination is
                    given.
 
                              (iii) The Company  shall cause the Executive to be
                    fully and  immediately  vested in his or her accrued benefit
                    under  any  supplemental  executive  retirement  plan of the
                    Employer  providing  benefits for the Executive (the "SERP")
                    and in any restricted  stock paid as part of the Executive's
                    Bonus Amount as contemplated by Subsection 5(g)(ii).
 
                              (iv) If the  Executive  is not fully vested in all
                    accrued benefits under any defined  contribution  retirement
                    plan of the  Employer,  the  Company  shall  make a lump sum
                    payment  to  the   Executive  in  an  amount  equal  to  the
                    difference   between   the  fully   vested   amount  of  the
                    Executive's   account   balances  under  such  plan  at  the
                    Termination  Date and the vested  amount of such balances at
                    such time.
 
                              (v) The Company shall  reimburse the Executive for
                    up to  an  aggregate  of  $10,000  in  (A)  tax  preparation
                    assistance  fees for the tax year in which  the  Termination
                    Payment  is made and (B) fees and  expenses  of  consultants
                    and/or legal or accounting advisors engaged by the Executive
                    to  advise  the  Executive  as to  matters  relating  to the
                    computation  of benefits  due and payable  under  Subsection
                    9(b).
 
          9. Payments.
 
                    (a) Accrued  Benefits.  For purposes of this Agreement,  the
          Executive's  "Accrued  Benefits" shall include the following  amounts,
          payable as described  herein:  (i) all Annual Base Salary for the time
          period ending with the Termination  Date; (ii)  reimbursement  for any
          and all monies advanced in connection with the Executive's  employment
          for  reasonable  and necessary  expenses  incurred by the Executive on
          behalf of the Employer for the time period ending with the Termination
          Date; (iii) any and all other cash earned through the Termination Date
          and  deferred  at the  election  of the  Executive  or pursuant to any
          deferred  compensation plan then in effect; (iv) a lump sum payment of
          the bonus or incentive compensation otherwise payable to the Executive
          with respect to the year in which  termination  occurs under all bonus
          or incentive  compensation  plan or plans in which the  Executive is a
          participant;  and (v) all other  payments  and  benefits  to which the
          Executive (or in the event of the Executive's  death,  the Executive's
          surviving spouse or other beneficiary) may be entitled as compensatory
          fringe  benefits or under any benefit plan of the Employer,  excluding
          severance  payments under any Employer  severance policy,  practice or
          agreement in effect  immediately prior to the Change in Control of the
          Company.  Payment  of
 
 
                                      -11-
<PAGE>
 
          Accrued  Benefits  shall  be made  promptly  in  accordance  with  the
          Company's  prevailing practice with respect to Subsections 9(a)(i) and
          (ii) or, with respect to Subsections 9(a)(iii), (iv) and (v), pursuant
          to the  terms  of the  benefit  plan  or  practice  establishing  such
          benefits.
 
                    (b) Termination Payment and Other Payments.
 
                              (i) The  Termination  Payment  shall be an  amount
                    equal to (A) the Executive's  Annual Base Salary (determined
                    as of the time of the Change in Control of the  Company  or,
                    if  higher,  immediately  prior to the date  the  Notice  of
                    Termination  is  given)  plus  (B) an  amount  equal  to the
                    greater of the  Executive's  Targeted  Bonus for the year in
                    which the Termination Date occurs or the bonus the Executive
                    received  (x) for the year in which the Change in Control of
                    the  Company  occurred or (y) for the year prior to the year
                    in which the Change in Control of the Company occurred (each
                    year described in clauses (x) and (y) is herein  referred to
                    as  a  "Prior  Year")  plus  (C)  an  amount  equal  to  the
                    "actuarial  equivalent" (as defined in the Company's defined
                    benefit  pension  plan  on the  determination  date)  of the
                    Executive's  benefit accruals under the pension plan and the
                    SERP  for,  whichever  is  greater,  the year in  which  the
                    Termination Date occurs or a Prior Year plus an amount equal
                    to the Company's  matching  contribution  and profit sharing
                    contribution under the Company's defined contribution profit
                    sharing and savings plan for, whichever is greater, the year
                    in which the  Termination  Date  occurs or a Prior Year (the
                    aggregate  amount set forth in (A), (B) and (C) hereof shall
                    hereafter  be  referred to as "Annual  Cash  Compensation"),
                    times (D) two less, if the Termination Date occurs more than
                    three  months  after the date of Change  in  Control  of the
                    Company,  the  portion  of the  Employment  Period  that has
                    elapsed at the  Termination  Date (measured by the number of
                    months  that  have  elapsed  from the date of the  Change in
                    Control of the Company to the  Termination  Date  divided by
                    33); provided,  however,  that such amount shall not be less
                    than the  severance  benefits to which the  Executive  would
                    have been entitled  under the Company's  severance  policies
                    and practices in effect  immediately  prior to the Change in
                    Control of the Company.  The  Termination  Payment  shall be
                    paid to the Executive in cash  equivalent  ten (10) business
                    days after the Termination Date. Such lump sum payment shall
                    not be reduced by any present value or similar  factor,  and
                    the  Executive  shall not be required to mitigate the amount
                    of the Termination  Payment by securing other  employment or
                    otherwise,  nor will such Termination  Payment be reduced by
                    reason of the Executive securing other employment or for any
                    other reason.  The Termination  Payment shall be in lieu of,
                    and acceptance by the Executive of the  Termination  Payment
                    shall  constitute the  Executive's  release of any rights of
                    Executive to, any other severance payments under any Company
                    severance policy, practice or agreement.
 
                              (ii)  Notwithstanding  any other provision of this
                    Agreement,   if  any  portion  of  any  payment  under  this
                    Agreement,  or under any other agreement with or plan of the
                    Employer,  including  payments  that
 
 
                                      -12-
<PAGE>
 
                    may be deemed to have  occurred  on account  of  accelerated
                    vesting of  restricted  stock or stock options under Section
                    3(b)  hereof  (in the  aggregate  "Total  Payments"),  would
                    constitute an "excess parachute  payment," the Company shall
                    pay  the  Executive  an  additional  amount  (the  "Gross-Up
                    Payment") such that the net amount retained by the Executive
                    after deduction of any excise tax imposed under Section 4999
                    of the Code, any interest charges or penalties in respect of
                    the  imposition  of such  excise  tax (but not any  federal,
                    state or local income tax, or  employment  tax) on the Total
                    Payments,  and any  federal,  state  and local  income  tax,
                    employment tax, and excise tax upon the payment provided for
                    by this  Subsection  9(b)(ii),  shall be equal to the  Total
                    Payments.  For  purposes  of  determining  the amount of the
                    Gross-Up  Payment,  the  Executive  shall be  deemed  to pay
                    federal  income  tax and  employment  taxes  at the  highest
                    marginal rate of federal income and  employment  taxation in
                    the  calendar  year in which the  Gross-Up  Payment is to be
                    made  and  state  and  local  income  taxes  at the  highest
                    marginal  rate of taxation in the state and  locality of the
                    Executive's domicile for income tax purposes on the date the
                    Gross-Up  Payment is made,  net of the maximum  reduction in
                    federal income taxes that may be obtained from the deduction
                    of such state and local taxes.
 
                              (iii) For  purposes of this  Agreement,  the terms
                    "excess  parachute  payment" and "parachute  payments" shall
                    have the  meanings  assigned to them in Section  280G of the
                    Code and  such  "parachute  payments"  shall  be  valued  as
                    provided  therein.   Present  value  for  purposes  of  this
                    Agreement  shall be calculated  in  accordance  with Section
                    1274(b)(2)  of  the  Code  (or  any  successor   provision).
                    Promptly  following a Covered  Termination  or notice by the
                    Company  to the  Executive  of its  belief  that  there is a
                    payment or benefit due the Executive which will result in an
                    excess  parachute  payment as defined in Section 280G of the
                    Code (or if the  Company  fails to give such  notice and the
                    Executive  furnishes  notice to the  Company  setting  forth
                    computations in reasonable detail supporting the Executive's
                    belief that there has been such an excess parachute payment,
                    promptly  after  such  notice by the  Executive  unless  the
                    Executive  has  withdrawn  such notice  after the  Company's
                    response  to  such  computations),  the  Executive  and  the
                    Company, at the Company's expense,  shall obtain the opinion
                    (which need not be unqualified) of nationally recognized tax
                    counsel  ("National Tax Counsel")  selected by the Company's
                    independent  auditors  and  reasonably   acceptable  to  the
                    Executive  (which  may be  regular  outside  counsel  to the
                    Company),  which  opinion  sets  forth (i) the amount of the
                    Base Period  Income,  (ii) the amount and  present  value of
                    Total  Payments,  (iii) the amount and present  value of any
                    excess  parachute  payments,  and  (iv)  the  amount  of any
                    Gross-Up Payment. As used in this Agreement,  the term "Base
                    Period  Income"  means an  amount  equal to the  Executive's
                    "annualized includible  compensation for the base period" as
                    defined in Section  280G(d)(1) of the Code.  For purposes of
                    such  opinion,  the  value of any  noncash  benefits  or any
                    deferred  payment  or  benefit  shall be  determined  by the
                    Company's   independent  auditors  in  accordance  with  the
                    principles of
 
 
                                      -13-
<PAGE>
 
                    Section  280G(d)(3)  and (4) of the Code  (or any  successor
                    provisions),  which  determination  shall be  evidenced in a
                    certificate  of such  auditors  addressed to the Company and
                    the Executive.  The opinion of National Tax Counsel shall be
                    addressed to the Company and the Executive  and,  subject to
                    any  adjustment  pursuant to Subsection  9(b)(iv),  shall be
                    binding upon the Company and the Executive. If such National
                    Tax  Counsel so  requests  in  connection  with the  opinion
                    required by this Subsection 9(b) of Section 9, the Executive
                    and the Company shall obtain, at the Company's expense,  and
                    the  National  Tax Counsel may rely on, the advice of a firm
                    of recognized executive  compensation  consultants as to the
                    reasonableness of any item of compensation to be received by
                    the  Executive  solely  with  respect  to its  status  under
                    Section  280G of the  Code and the  regulations  thereunder.
                    Within  five (5)  days  after  the  National  Tax  Counsel's
                    opinion is received by the  Company and the  Executive,  the
                    Company  shall pay (or cause to be paid) or  distribute  (or
                    cause  to be  distributed)  to or  for  the  benefit  of the
                    Executive  such  amounts  as are then  due to the  Executive
                    under this Agreement.
 
                              (iv) In the  event  that  upon  any  audit  by the
                    Internal  Revenue  Service,  or by a state or  local  taxing
                    authority,  of the Total  Payments  or Gross-Up  Payment,  a
                    change is finally determined to be required in the amount of
                    taxes paid by the Executive,  appropriate  adjustments shall
                    be made under this  Agreement such that the net amount which
                    is payable to the  Executive  after  taking into account the
                    provisions  of Section  4999 of the Code shall  reflect  the
                    intent of the parties as expressed in this Section 9, in the
                    manner  determined  by the  National  Tax  Counsel.
 
                              (v)  The   Company   agrees   to  bear  all  costs
                    associated  with,  and to indemnify and hold  harmless,  the
                    National  Tax  Counsel  of and  from  any  and  all  claims,
                    damages,  and  expenses  resulting  from or  relating to its
                    determinations  pursuant to this Subsection 9(b), except for
                    claims,   damages  or  expenses  resulting  from  the  gross
                    negligence or willful misconduct of such firm.
 
          10. Death.
 
                    (a) Except as provided in Subsection  10(b)  hereof,  in the
          event of a  Covered  Termination  due to the  Executive's  death,  the
          Executive's  estate,  heirs and  beneficiaries  shall  receive all the
          Executive's Accrued Benefits through the Termination Date.
 
                    (b) In the  event  the  Executive  dies  after a  Notice  of
          Termination  is given (i) by the Company or (ii) by the  Executive for
          Good Reason, the Executive's estate,  heirs and beneficiaries shall be
          entitled to the  benefits  described in  Subsection  10(a) hereof and,
          subject  to the  provisions  of this  Agreement,  to such  Termination
          Payment as the Executive would have been entitled to had the Executive
          lived.  For purposes of this Subsection  10(b),  the Termination  Date
          shall be the earlier of thirty days following the giving of the Notice
          of Termination, or one day prior to the end of the Employment Period.
 
 
                                      -14-
<PAGE>
 
          11.  Retirement.  If, during the Employment  Period, the Executive and
the Employer  shall execute an agreement  providing for the early  retirement of
the Executive from the Employer,  or the Executive  shall  otherwise give notice
that he is voluntarily choosing to retire early from the Employer, the Executive
shall receive Accrued Benefits through the Termination Date;  provided,  that if
the Executive's  employment is terminated by the Executive for Good Reason or by
the Company other than by reason of death, disability or Cause and the Executive
also, in connection with such  termination,  elects voluntary early  retirement,
the Executive shall also be entitled to receive a Termination  Payment  pursuant
to Subsection 8(a) hereof.
 
          12. Termination for Disability. If, during the Employment Period, as a
result of the Executive's disability due to physical or mental illness or injury
(regardless  of whether such illness or injury is  job-related),  the  Executive
shall have been  absent from the  Executive's  duties  hereunder  on a full-time
basis for a period of six  consecutive  months and, within thirty days after the
Company  notifies the  Executive  in writing  that it intends to  terminate  the
Executive's  employment  (which  notice  shall  not  constitute  the  Notice  of
Termination  contemplated  below),  the Executive shall not have returned to the
performance  of the  Executive's  duties  hereunder  on a full-time  basis,  the
Company may terminate the Executive's  employment for purposes of this Agreement
pursuant to a Notice of Termination  given in accordance with Section 13 hereof.
If the  Executive's  employment  is  terminated  on account  of the  Executive's
disability in accordance with this Section,  the Executive shall receive Accrued
Benefits in accordance with Subsection 9(a) hereof and shall remain eligible for
all  benefits  provided by any long term  disability  programs of the Company in
effect at the time of such termination.
 
          13. Termination Notice and Procedure.  Any Covered  Termination by the
Company or the Executive (other than a termination of the Executive's employment
that is a Covered  Termination  by virtue of  Subsection  2(b) hereof)  shall be
communicated by a written notice of termination ("Notice of Termination") to the
Executive,  if such Notice is given by the Company,  and to the Company, if such
Notice  is  given  by  the  Executive,  all in  accordance  with  the  following
procedures and those set forth in Section 23 hereof:
 
                    (a) If such  termination  is for  disability,  Cause or Good
          Reason,  the Notice of Termination shall indicate in reasonable detail
          the  facts  and  circumstances  alleged  to  provide  a basis for such
          termination.
 
                    (b) If the Notice is given by the Executive for Good Reason,
          the Executive may cease  performing  his duties  hereunder on or after
          the date fifteen days after the delivery of Notice of Termination  and
          shall in any event cease  employment on the  Termination  Date. If the
          Notice  is  given  by  the  Company,  then  the  Executive  may  cease
          performing  his duties  hereunder on the date of receipt of the Notice
          of Termination, subject to the Executive's rights hereunder.
 
                    (c)  To the  extent  provided  by  Subsection  1(m)(1),  the
          Executive  shall have ten days,  or such longer  period as the Company
          may  determine  to be  appropriate,  to cure any  conduct  or act,  if
          curable, alleged to provide grounds for termination of the Executive's
          employment for Cause under this Agreement  pursuant to Subsection 1(d)
          (iii) hereof.
 
 
                                      -15-
<PAGE>
 
                    (d)  The  recipient  of  any  Notice  of  Termination  shall
          personally  deliver  or mail in  accordance  with  Section  23  hereof
          written  notice of any dispute  relating to such Notice of Termination
          to the party  giving such Notice  within  fifteen  days after  receipt
          thereof;  provided,  however,  that if the Executive's  conduct or act
          alleged to provide grounds for termination by the Company for Cause is
          curable,  then such period shall be thirty days.  After the expiration
          of such period, the contents of the Notice of Termination shall become
          final and not subject to dispute.
 
          14. Further Obligations of the Executive.
 
                    (a) Competition.  The Executive agrees that, in the event of
          any Covered  Termination  where the  Executive  is entitled to Accrued
          Benefits and the Termination  Payment,  the Executive shall not, for a
          period expiring twelve months after the Termination Date,  without the
          prior  written   approval  of  the   Company's   Board  of  Directors,
          participate  in the  management of, be employed by or own any business
          enterprise  at a location  within the United  States  that  engages in
          substantial  competition with MGIC, where such  enterprise's  revenues
          from any such  competitive  activities  amount  to 10% or more of such
          enterprise's  net revenues and sales for its most  recently  completed
          fiscal year; provided,  however, that nothing in this Subsection 14(a)
          shall prohibit the Executive from owning stock or other  securities of
          a competitor  amounting  to less than five percent of the  outstanding
          capital stock of such competitor.
 
                    (b)  Confidentiality.  During and following the  Executive's
          employment by the Company,  the Executive shall hold in confidence and
          not  directly or  indirectly  disclose or use or copy or make lists of
          any  confidential  information  or  proprietary  data  of the  Company
          (including that of the Employer),  except to the extent  authorized in
          writing by the Board of  Directors  of the  Company or required by any
          court or  administrative  agency,  other  than to an  employee  of the
          Company or a person to whom  disclosure  is  reasonably  necessary  or
          appropriate  in connection  with the  performance  by the Executive of
          duties as an executive of the Company.  Confidential information shall
          not  include  any  information  known  generally  to the public or any
          information of a type not otherwise considered confidential by persons
          engaged  in the same  business  or a  business  similar to that of the
          Company.  All  records,  files,  documents  and  materials,  or copies
          thereof,  relating to the business of the Company  which the Executive
          shall prepare,  or use, or come into contact with, shall be and remain
          the sole property of the Company and shall be promptly returned to the
          Company upon termination of employment with the Company.
 
          15.  Expenses  and  Interest.  If,  after a Change in  Control  of the
Company, (i) a dispute arises with respect to the enforcement of the Executive's
rights under this Agreement, (ii) any arbitration proceeding shall be brought to
enforce or interpret any provision  contained  herein or to recover  damages for
breach hereof,  or (iii) any legal  proceeding  shall be brought with respect to
the arbitration  provisions  hereof,  in each case so long as, and to the extent
that, the Executive  prevails in such  proceeding,  the Executive  shall recover
from the  Company  the  reasonable  attorneys'  fees  and  necessary  costs  and
disbursements  incurred  as a  result  of  the  dispute,  arbitration  or  legal
proceeding as to which the Executive has prevailed ("Expenses"), and prejudgment
interest on any  arbitration  award obtained by the Executive  calculated at the
rate of interest announced by Firstar Bank Milwaukee, N.A., Milwaukee, Wisconsin
(or its successor), from time to time at its prime or base lending rate from the
date that payments to him or her should have been made under this Agreement. Any
dispute as to the  reasonableness  of the  Expenses  incurred,  or the extent to
which the Executive has prevailed, shall be resolved by the arbitrator.
 
 
                                      -16-
<PAGE>
 
          16. Payment Obligations Absolute.  The Company's obligation during and
after the  Employment  Period to pay the  Executive  the amounts and to make the
benefit  and  other   arrangements   provided   herein  shall  be  absolute  and
unconditional and shall not be affected by any circumstances, including, without
limitation, any setoff, counterclaim,  recoupment,  defense or other right which
the Company may have against him or anyone  else.  Except as provided in Section
15 of this Agreement, all amounts payable by the Company hereunder shall be paid
without  notice or demand.  Each and every payment made hereunder by the Company
shall be final, and the Company will not seek to recover all or any part of such
payment from the Executive,  or from whomsoever may be entitled thereto, for any
reason whatsoever.
 
          17. Successors.
 
                    (a)  If the  Company  sells,  assigns  or  transfers  all or
          substantially  all of its  business and assets to any Person or if the
          Company merges into or consolidates  or otherwise  combines (where the
          Company does not survive such  combination)  with any Person (any such
          event, a "Sale of Business"), then the Company shall assign all of its
          right,  title and  interest in this  Agreement  as of the date of such
          event to such  Person,  and the Company  shall cause such  Person,  by
          written agreement (an "Assumption Agreement"), to expressly assume and
          agree to perform from and after the date of such assignment all of the
          terms,  conditions and  provisions  imposed by this Agreement upon the
          Company,  and the Assumption  Agreement shall be in form and substance
          reasonably satisfactory to the Executive (but if at the time of a Sale
          of Business, the chief executive officer of the Company or any officer
          of Company who is among the next four highest ranking  officers of the
          Company has a Key Executive  Employment and Severance  Agreement,  and
          any of such officers approves the Assumption Agreement, the Executive,
          if not one of such five officers, shall be deemed to have approved the
          Assumption Agreement).  Failure of the Company to obtain an Assumption
          Agreement  prior to the effective  date of such Sale of Business shall
          be a breach of this Agreement  constituting  "Good Reason"  hereunder,
          except that for purposes of  implementing  the foregoing the date upon
          which  such Sale of  Business  becomes  effective  shall be deemed the
          Termination  Date.  In case of such  assignment  by the Company and of
          assumption  and agreement by such Person,  as used in this  Agreement,
          "Company"  shall  thereafter  mean  such  Person  which  executes  and
          delivers the Assumption  Agreement or which otherwise becomes bound by
          all the terms and  provisions  of this  Agreement by operation of law,
          and this  Agreement  shall inure to the benefit of, and be enforceable
          by, such Person.  The Executive  shall, in his or her  discretion,  be
          entitled  to proceed  against any or all of such  Persons,  any Person
          which  theretofore was such a successor to the Company and the Company
          (as so defined)  in any action to enforce any rights of the  Executive
          hereunder. Except as provided in this Subsection 17(a), this Agreement
          shall not be assignable by the Company.  This  Agreement  shall not be
          terminated by the voluntary or involuntary dissolution of the Company.
 
                    (b) This  Agreement  and all rights of the  Executive  shall
          inure to the benefit of and be enforceable by the Executive's personal
          or  legal  representatives,   executors,   administrators,  heirs  and
          beneficiaries.  All amounts payable to the Executive under Sections 7,
          8, 9, 10,  11, 12 and 15 hereof if the  Executive  had lived  shall be
          paid,  in the  event  of the  Executive's  death,  to the  Executive's
          estate,  heirs  and  representatives;   provided,  however,  that  the
          foregoing  shall not be  construed  to modify any terms of any benefit
          plan of the  Employer,  as such terms are in effect on the date of the
          Change in Control of the Company, that expressly govern benefits under
          such plan in the event of the Executive's death.
 
 
                                      -17-
<PAGE>
 
          18.  Severability.  The provisions of this Agreement shall be regarded
as  divisible,  and if any of said  provisions  or any part hereof are  declared
invalid or unenforceable by a court of competent jurisdiction,  the validity and
enforceability  of the  remainder  of such  provisions  or parts  hereof and the
applicability thereof shall not be affected thereby.
 
          19. Contents of Agreement; Waiver of Rights; Amendment. This Agreement
sets forth the entire  understanding  between the parties hereto with respect to
the subject matter hereof,  and the Executive hereby waives all rights under any
prior or other  agreement or  understanding  between the parties with respect to
such subject matter.  Any implication to the contrary in the preceding  sentence
notwithstanding,  this Agreement  shall not affect the  Executive's  obligations
under  non-competition  or  confidentiality  agreement  with  the  Company,  the
Employer  or MGIC.  This  Agreement  may not be amended or  modified at any time
except by written instrument executed by the Company and the Executive.
 
          20.  Withholding.  The Company  shall be  entitled  to  withhold  from
amounts  to be paid to the  Executive  hereunder  any  federal,  state  or local
withholding  or other taxes or charges which it is from time to time required to
withhold;  provided,  that the amount so  withheld  shall not exceed the minimum
amount  required to be withheld by law. The Company shall be entitled to rely on
an opinion of the  National  Tax  Counsel  if any  question  as to the amount or
requirement of any such withholding shall arise.
 
          21.  Certain  Rules of  Construction.  No party shall be considered as
being responsible for the drafting of this Agreement for the purpose of applying
any rule construing  ambiguities  against the drafter or otherwise.  No draft of
this Agreement  shall be taken into account in construing  this  Agreement.  Any
provision of this  Agreement  which  requires an  agreement in writing  shall be
deemed to require that the writing in question be signed by the Executive and an
authorized representative of the Company.
 
          22.  Governing  Law;  Resolution of Disputes.  This  Agreement and the
rights  and  obligations  hereunder  shall  be  governed  by  and  construed  in
accordance with the laws of the State of Wisconsin  applicable to contracts made
therein  between  residents  thereof.  Any dispute arising out of this Agreement
shall be determined by arbitration  under the rules of the American  Arbitration
Association then in effect.  The venue for the arbitration (and any legal action
to enforce the foregoing obligation to arbitrate) shall be Milwaukee,  Wisconsin
or, if the Executive is not then residing or working in the Milwaukee, Wisconsin
metropolitan  area, in the judicial district  encompassing the city in which the
Executive resides;  provided, that, if the Executive is not then residing in the
United States, the election of the Executive with respect to such venue shall be
either Milwaukee,  Wisconsin or in the judicial district  encompassing that city
in the United States among the thirty cities having the largest  population  (as
determined  by the most  recent  United  States  Census  data  available  at the
Termination Date) which is closest to the Executive's residence. For purposes of
any legal action to enforce the foregoing  obligation to arbitrate,  the parties
consent to  personal  jurisdiction  in each trial  court in the  selected  venue
having subject matter jurisdiction notwithstanding their residence or situs, and
each party  irrevocably  consents  to service of process in the manner  provided
hereunder for the giving of notices.
 
          23.  Notice.  Notices  given  pursuant to this  Agreement  shall be in
writing and, except as otherwise  provided by Subsection 13(d) hereof,  shall be
deemed given when actually
 
 
                                      -18-
<PAGE>
 
received by the Executive or actually received by the Company's Secretary or any
officer of the Company other than the Executive.  If mailed,  such notices shall
be mailed  by  United  States  registered  or  certified  mail,  return  receipt
requested,  addressee  only,  postage  prepaid,  if  to  the  Company,  to  MGIC
Investment Corporation,  Attention: Secretary (or President, if the Executive is
then Secretary), 250 East Kilbourn Avenue, Milwaukee,  Wisconsin 53202, or if to
the Executive,  at the address set forth below the Executive's signature to this
Agreement,  or to such  other  address  as the party to be  notified  shall have
theretofore given to the other party in writing.
 
          24. No Waiver.  No waiver by either party at any time of any breach by
the other party of, or  compliance  with,  any  condition  or  provision of this
Agreement to be performed by the other party shall be deemed a waiver of similar
or  dissimilar  provisions  or  conditions  at the  same  time or any  prior  or
subsequent time.
 
          25. Headings. The headings herein contained are for reference only and
shall  not  affect  the  meaning  or  interpretation  of any  provision  of this
Agreement.
 
          IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
 
                                        MGIC INVESTMENT CORPORATION
 
                                        By: ___________________________________
                                           Name:    Curt S. Culver
                                           Title:   President
 
                                        Attest: _______________________________
                                           Name:     Jeffrey H. Lane
                                           Title:    Secretary
 
                                        EXECUTIVE:
 
                                        _________________________________(SEAL)
 
                                        Address: ______________________________
                                                 ______________________________
 
 
 
 
                                      -19-
 

 

EX-10.11.1 9 c48611exv10w11w1.htm EX-10.11.1

Exhibit 10.11.1

KEY EXECUTIVE EMPLOYMENT AND SEVERANCE AGREEMENT

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

W I T N E S S E T H

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

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

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

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

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

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

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

          WHEREAS, this Agreement consists of this instrument and the Incorporated Terms Dated As of December 2, 2008 to Key Executive Employment and Severance Agreement (the “Incorporated Terms”), which although not attached to this instrument, are part of this Agreement and were provided to the Employee as indicated in Paragraph 1(b) below.

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

 


 

     1. Definition of KEESA Multipler; Incorporated Terms.

               (a) The term “Multiplier” means two.

               (b) The Incorporated Terms are incorporated in this instrument with the same effect as if they were physically set forth in this instrument. The Incorporated Terms and this instrument constitute a single agreement which is referred to as “this Agreement.” The terms “herein,” “hereof,” “above” and similar terms used in this Agreement refer to this Agreement as a whole. The Incorporated Terms were attached to an e-mail sent on or about December 2, 2008 to the Executive from Ralph Gundrum. The Company is hereby advising the Executive to print and retain a copy of the Incorporated Terms. The Executive agrees if there is any difference between the text of the Incorporated Terms obtained as indicated above and the text of the Incorporated Terms retained by the Company’s Secretary, the text of the copy retained by the Secretary will control.

          IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

 

 

 

 

 

 


MGIC INVESTMENT CORPORATION
 

 

 

By:  

 

 

 

 

Name:  

Ralph J. Gundrum 

 

 

 

Title:  

Assistant Secretary 

 

 

 

 

 

 

 

 

 

 

 

EXECUTIVE:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

[Name]

 

 

 

 

 

 

 

 

 

 

 

 

 

Address:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

- 2 -

EX-10.11.2 10 c48611exv10w11w2.htm EX-10.11.2

Exhibit 10.11.2

INCORPORATED TERMS

DATED AS OF DECEMBER 2, 2008

TO

KEY EXECUTIVE EMPLOYMENT AND SEVERANCE AGREEMENT

          The following are the “Incorporated Terms” referred to in the instrument entitled “Key Executive Employment and Severance Agreement” which refers to these Incorporated Terms and which has been signed by the Company and the Employee (the “Base Instrument”). The Incorporated Terms and the Base Instrument constitute a single agreement and that agreement consists of the Base Instrument and the Incorporated Terms. The Incorporated Terms dovetail with the Base Instrument; because the last section of the Base Instrument is Section 1, the Incorporated Terms begin with Section 2.

          2. Definitions.

               (a) 409A Affiliate. The term “409A Affiliate” means each entity that is required to be included in the Company’s controlled group of corporations within the meaning of Section 414(b) of the Code, or that is under common control with the Company within the meaning of Section 414(c) of the Code; provided, however, that the phrase “at least 50%” shall be used in place of the phrase “at least 80%” each place it appears therein or in the regulations thereunder.

               (b) Act. For purposes of this Agreement, the term “Act” means the Securities Exchange Act of 1934, as amended.

               (c) Affiliate and Associate. For purposes of this Agreement, 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.

               (d) Beneficial Owner. For purposes of this Agreement, a Person shall be deemed to be the “Beneficial Owner” of any securities:

          (i) 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 Firstar Bank Milwaukee, N.A., as amended from time to time (or any successor to such Rights Agreement), at any time before the issuance of such securities;

          (ii) 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(d) 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

          (iii) which are beneficially owned, directly or indirectly, by any other Person with which such Person or any of such Person’s Affiliates or 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(d)(ii) above) or disposing of any voting securities of the Company.

               (e) Cause. “Cause” for termination by the Employer of the Executive’s employment shall, for purposes of this Agreement, be limited to (i) the engaging by the Executive in intentional conduct not taken in good faith which has caused demonstrable and serious financial injury to the Employer, as evidenced by a determination in a binding and final judgment, order or decree of a court or administrative agency of competent jurisdiction, in effect after exhaustion or lapse of all rights of appeal, in an action, suit or proceeding, whether civil, criminal, administrative or investigative; (ii) conviction of a felony (as evidenced by binding and final judgment, order or decree of a court of competent jurisdiction, in effect after exhaustion of all rights of appeal) which substantially impairs the Executive’s ability to perform his duties or responsibilities; and (iii) continuing willful and unreasonable refusal by the Executive to perform the Executive’s duties or responsibilities (unless significantly changed without the Executive’s consent)

               (f) Change in Control of the Company. A “Change in Control of the Company” shall mean the occurrence of any one of the following events:

          (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

-2-


 

acquired directly from the Company or its Affiliates after October 1, 2008, pursuant to express authorization by the Board of Directors of the Company (the “Board”) that refers to this exception) representing 50% or more of either the then outstanding shares of common stock of the Company or the combined voting power of the Company’s then outstanding voting securities entitled to vote generally in the election of directors; or

          (ii) the following individuals cease for any reason to constitute a majority of the number of directors of the Company then serving: (A) individuals who, on October 1, 2008, 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), whose appointment or election by the Board or nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on October 1, 2008, or whose initial appointment, election or nomination for election as a director which occurred after October 1, 2008 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 October 1, 2008 or initially appointed, elected or nominated by such two-thirds (2/3) vote as described above ad infinitum (collectively the “Continuing Directors”); provided, however, that individuals who are appointed to the Board pursuant to or in accordance with the terms of an agreement relating to a merger, consolidation, or share exchange involving the Company (or any direct or indirect subsidiary of the Company) shall not be Continuing Directors for purposes of this Agreement until after such individuals are first nominated for election by a vote of at least two-thirds (2/3) of the then Continuing Directors and are thereafter elected as 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), 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

-3-


 

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 October 1, 2008, pursuant to express authorization by the Board that refers to this exception) representing at least 50% of the combined voting power of the Company’s then outstanding voting securities entitled to vote generally in the election of directors; or

          (iv) the sale or disposition by the Company of all or substantially all of the Company’s assets (in one transaction or a series of related transactions within any period of 24 consecutive months), other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity of which at least 75% of the combined voting power of the voting securities entitled to vote generally in the election of directors immediately after such sale are owned by Persons in substantially the same proportions as their ownership of the Company immediately prior to such sale.

               (g) Code. For purposes of this Agreement, the term “Code” means the Internal Revenue Code of 1986, including any amendments thereto or successor tax codes thereof.

               (h) Covered Termination. Subject to Subsection 3(b) hereof, for purposes of this Agreement, the term “Covered Termination” means any Termination of Employment during the Employment Period where the Notice of Termination is delivered on, or the Termination Date is, any date prior to the end of the Employment Period.

               (i) Employment Period. Subject to Subsection 3(b) hereof, for purposes of this Agreement, the term “Employment Period” means a period commencing on the date of a Change in Control of the Company, and ending at 11:59 p.m. Central Time on the earlier of the third anniversary of such date or the Executive’s Normal Retirement Date.

               (j) Good Reason. For purposes of this Agreement, the Executive shall have “Good Reason” for Termination of Employment in the event of:

          (i) A material diminution in the Executive’s annual base salary;

          (ii) A material diminution in the Executive’s authority, duties, or responsibilities;

          (iii) A material diminution in the authority, duties, or responsibilities of the supervisor to whom the Executive is required to report, including a requirement that the Executive report to a corporate officer or employee instead of reporting directly to the Board of Directors of the Employer.

-4-


 

          (iv) A material diminution in the budget over which the Executive retains authority.

          (v) Any other action or inaction that constitutes a material breach by the Employer of this Agreement.

Good Reason shall not exist for a Termination of Employment unless the Executive provides notice to the Employer of the existence of the condition described in (i) through (v) above within a period not to exceed 90 days of the initial existence of the condition, upon which the Employer has thirty days during which it may remedy the condition and not be required to pay the Termination Payment.

               (k) MGIC. For purposes of this Agreement, the term “MGIC” means Mortgage Guaranty Insurance Corporation.

               (l) Normal Retirement Date. For purposes of this Agreement, the term “Normal Retirement Date” means the date on which the Executive can retire from service with the Employer and commence receiving retirement payments within 31 days thereafter, without any reduction in such payments on account of early retirement, under the primary qualified defined benefit pension plan applicable to the Executive, or any successor plan, as in effect on the date of the Change in Control of the Company.

               (m) Person. For purposes of this Agreement, 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.

               (n) Prime. “Prime” means the rate of interest announced by U.S. Bank, National Association, Milwaukee, Wisconsin, from time to time as its prime or base lending rate, such rate to be determined on the Termination Date.

               (o) Termination Date. Except as otherwise provided in Subsection 3(b), Subsection 11(b), and Subsection 18(a) hereof, the term “Termination Date” means (i) if the Executive’s Termination of Employment is by the Executive’s death, the date of death; (ii) if the Executive’s Termination of Employment is by reason of voluntary early retirement, as agreed in writing by the Employer and the Executive, the date of such early retirement which is set forth in such written agreement; (iii) if the Termination of Employment is by reason of disability pursuant to Section 13 hereof, the earlier of thirty days after the Notice of Termination is given or one day prior to the end of the Employment Period; (iv) if the Termination of Employment is by the Executive voluntarily (other than for Good Reason), the date the Notice of Termination is given; (v) if the Termination of Employment is by the Employer for Cause, the earlier of ten days after the Notice of Termination is given or one day prior to the end of the Employment Period; and (vi) if the Executive’s Termination of Employment is by the Employer (other than for Cause or by reason of disability pursuant to Section 13 hereof) or by the Executive for Good Reason, the earlier of thirty days after the Notice of Termination is given or one day prior to the end of the Employment Period. Notwithstanding the foregoing,

     (1) If termination is for Cause pursuant to Subsection 2(e)(iii) of this Agreement and if the Executive has cured the conduct constituting such Cause as described by the Employer in its Notice of Termination within such ten-day or shorter period, then the Executive’s employment hereunder shall continue as if the Employer had not delivered its Notice of Termination;

-5-


 

provided, however, the right of the Executive to cure such conduct shall apply only to the first Notice of Termination indicating that the termination is for Cause.

     (2) If the party receiving the Notice of Termination notifies the other party that a dispute exists concerning the termination within the appropriate period following receipt thereof and it is finally determined that the reason asserted in such Notice of Termination did not exist, then (i) if such Notice was delivered by the Executive, the Executive will be deemed to have voluntarily terminated his employment and the Termination Date shall be the earlier of the date fifteen days after the Notice of Termination is given or one day prior to the end of the Employment Period and (ii) if delivered by the Company, the Company will be deemed to have terminated the Executive other than by reason of death, disability or Cause.

               (p) Termination of Employment. For purposes of this Agreement, the Executive’s Termination of Employment shall be presumed to occur (A) when the Company and Executive reasonably anticipate that no further services will be performed by the Executive for the Company and its 409A Affiliates or that the level of bona fide services the Executive will perform as an employee of the Company and its 409A Affiliates will permanently decrease to no more than 20% of the average level of bona fide services performed by the Executive (whether as an employee or independent contractor) for the Company and its 409A Affiliates over the immediately preceding 36-month period (or such lesser period of services) or (B) when the Company determines in good faith based on the facts and circumstances in accordance with Code Section 409A, upon a decrease in services by the Executive that is no more than 20% of such average level of bona fide services but less than 50%, that a Termination of Employment has occurred. The Executive’s Termination of Employment shall be presumed not to occur where the level of bona fide services performed by the Executive for the Company and its 409A Affiliates continues at a level that is 50% or more of the average level bona fide services performed by the Executive (whether as an employee or independent contractor) for the Company and its 409A Affiliates over the immediately preceding 36-month period (or such lesser period of service). No presumption applies to a decrease in services that is more than 20% but less than 50%, and in such event, whether the Executive has had a Termination of Employment will be determined in good faith by the Company based on the facts and circumstances in accordance with Code Section 409A. Notwithstanding the foregoing, if Executive takes a leave of absence for purposes of military leave, sick leave or other bona fide leave of absence, the Executive will not be deemed to have incurred a Termination of Employment for the first six months of the leave of absence, or if longer, for so long as the Executive’s right to reemployment is provided either by statute or by contract, including this Agreement; provided that if the leave of absence is due to a medically determinable physical or mental impairment that can be expected to result in death or last for a continuous period of not less than six months, where such impairment causes the Executive to be unable to perform the duties of his or her position of employment or any substantially similar position of employment, the leave may be extended for up to twenty-nine months without causing a Termination of Employment. No Termination of Employment shall be deemed to have occurred under this Agreement unless there has been a “separation from service” as defined under Code Section 409A and Termination of Employment shall be construed to mean “separation from service” as so defined.

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          3. Termination or Cancellation Prior to Change in Control.

               (a) Subject to Subsection 3(b) hereof, the Employer and the Executive shall each retain the right to terminate the employment of the Executive at any time prior to a Change in Control of the Company. Subject to Subsection 3(b) hereof, in the event the Executive’s employment is terminated prior to a Change in Control of the Company, this Agreement shall be terminated and cancelled and of no further force and effect, and any and all rights and obligations of the parties hereunder shall cease.

               (b) Anything in this Agreement to the contrary notwithstanding, if a Change in Control of the Company occurs and if the Executive’s employment with the Employer is terminated (other than a termination due to the Executive’s death or as a result of the Executive’s disability) during the period of 90 days prior to the date on which the Change in Control of the Company occurs, and if it is reasonably demonstrated by the Executive that such termination of employment (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control of the Company or (ii) was by the Executive for Good Reason or was by the Employer for other than Cause and otherwise arose in connection with or in anticipation of a Change in Control of the Company, then for all purposes of this Agreement such termination of employment shall be deemed a “Covered Termination,” “Notice of Termination” shall be deemed to have been given, and the “Employment Period” shall be deemed to have begun on the date of such termination which shall be deemed to be the “Termination Date” and the date of the Change of Control of the Company for purposes of this Agreement.

          4. Employment Period; Vesting of Certain Benefits. If a Change in Control of the Company occurs when the Executive is employed by the Employer, (a) the Employer will continue thereafter to employ the Executive during the Employment Period, and the Executive will remain in the employ of the Employer in accordance with and subject to the terms and provisions of this Agreement, and (b) (i) the Company shall cause all restrictions on restricted stock awards made to the Executive prior to the Change in Control to lapse such that the Executive is fully and immediately vested in his or her restricted stock at the time at which the Change in Control of the Company occurs, and (ii) the Company shall cause all unexercised stock options granted to the Executive prior to the Change in Control to be fully vested and exercisable in full at such time. Any Termination of Employment of the Executive during the Employment Period, whether by the Company or the Employer, shall be deemed a Termination of Employment by the Company for purposes of this Agreement.

          5. Duties. During the Employment Period, the Executive (a) shall devote the Executive’s best efforts and all of the Executive’s business time, attention and skill to the business and affairs of the Employer and (b) shall be entitled to materially the same job function as held by the Executive at the time of the Change in Control of the Company or in such other job function or functions as shall be mutually agreed upon in writing by the Executive and the Employer from time to time. The services which are to be performed by the Executive hereunder are to be rendered in the same metropolitan area in which the Executive was employed at the date of such Change in Control of the Company, or in such other place or places as shall be mutually agreed upon in writing by the Executive and the Employer from time to time. Any travel incident to the Executive’s job function shall not be deemed to result in a breach of the immediately preceding sentence by the Company.

          6. Compensation. During the Employment Period, the Executive shall be compensated as follows:

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               (a) The Executive shall receive, at reasonable intervals (but not less often than monthly) and in accordance with such standard policies as may be in effect immediately prior to the Change in Control of the Company, an annual base salary in cash equivalent of not less than the Executive’s highest annual base salary in effect at any time during the 90-day period immediately prior to the Change in Control of the Company, or if prior to the Change in Control of the Company, the Employer had approved an increase in such base salary to take effect after the Change in Control of the Company, at such higher rate beginning on the date on which such increase was to take effect (determined prior to any reduction for amounts deferred under Section 401(k) of the Code or otherwise, or deducted pursuant to a cafeteria plan or qualified transportation benefit under Sections 125 and 132(f) of the Code), subject to adjustment as hereinafter provided in Section 7 (such salary amount as adjusted upward from time to time is hereafter referred to as the “Annual Base Salary”).

               (b) The Executive shall be reimbursed, at such intervals and in accordance with such standard policies that were in effect at any time during the 90-day period immediately prior to the Change in Control of the Company, for any and all monies advanced in connection with the Executive’s employment for reasonable and necessary expenses incurred by the Executive on behalf of the Employer, including travel expenses.

               (c) The Executive and/or the Executive’s family, as the case may be, shall be included, to the extent eligible thereunder (which eligibility shall not be conditioned on the Executive’s salary grade or on any other requirement which excludes persons of comparable status to the Executive unless such exclusion was in effect for such plan or an equivalent plan at any time during the 90-day period immediately prior to the Change in Control of the Company), in any and all plans providing benefits for the Employer’s salaried employees in general, including but not limited to group life insurance, hospitalization, medical, dental, profit sharing and stock bonus plans.

               (d) The Executive shall annually be entitled to not less than the amount of paid vacation and not fewer than the highest number of paid holidays to which the Executive was entitled annually at any time during the 90-day period immediately prior to the Change in Control of the Company.

               (e) The Executive shall be included in all plans providing additional benefits to executives of the Employer of comparable status and position to the Executive, including but not limited to deferred compensation, split-dollar life insurance, supplemental retirement, stock option, stock appreciation, stock bonus and similar or comparable plans, and shall receive fringe benefits made available to executives of the Employer of comparable status and position to the Executive; provided, that the Employer’s obligation to include the Executive in bonus or incentive compensation plans shall be determined by Subsection 6(g) hereof.

               (f) The aggregate annual value of the benefits made available to the Executive pursuant to Subsections 6(c) and (e) shall not be less than 75% of the highest aggregate annual value of the benefits of the type referred to in such Subsections that were made available to the Executive at any time during the 90-day period immediately prior to the Change in Control of the Company, except that if executives based in the United States of Affiliated Companies whose status and position with such Companies are approximately comparable to the Executive do not generally receive stock options, restricted stock or other stock-based compensation, during any period in which the Executive does not receive such benefits, (i) the highest aggregate value of the benefits during such 90-day period shall be computed without regard the value of stock options, restricted stock or other stock-based compensation, and (ii) the percentage in the preceding portion of this sentence

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shall be increased to 100% from 75%. The term “Affiliated Companies” means companies that become Affiliates of the Employer as a result of the Change in Control of the Company.

               (g) (i) To assure that the Executive will have an opportunity to earn annual incentive compensation after a Change in Control of the Company, the Executive shall be included in a bonus plan of the Employer which shall satisfy the standards described below (such plan, the “Post-Change Bonus Plan”). Bonuses under the Post-Change Bonus Plan shall be payable annually with respect to achieving such annual financial or other goals reasonably related to the business of the Employer (or, in the case of an Executive whose primary responsibility is sales of the products of the Employer or an Affiliate, to the extent so provided by the Employer or the Affiliate, reasonably related to such sales) as the Employer shall establish (the “Goals”), all of which Goals that are determinable under objective standards shall be attainable on an annual basis with approximately the same degree of probability as the comparable goals under the Employer’s bonus plan or plans as in effect at any time during the 90-day period immediately prior to the Change in Control of the Company (whether one or more, the “Pre-Change Company Bonus Plan”) and in view of the Employer’s existing and projected financial and business circumstances applicable at the time. The determination of whether any of the Goals that are determinable under subjective standards has been achieved shall be made by the Compensation Committee (as hereinafter defined). In the event a majority of the members of the Compensation Committee are not persons who were on the Compensation Committee or were officers of MGIC during the 90-day period prior to the date of the Change in Control of the Company or the highest ranking member of the Compensation Committee is not a person who was on the Compensation Committee during such 90-day period, none of the Goals shall be subjective. The term “Compensation Committee” means the Board of Directors of the Company, an appropriate committee thereof or a committee comprised of members of management of the Employer, in each case, in accordance with the Company’s practice prior to the Change in Control of the Company with respect to executives of comparable position to the Executive.

               (g) (ii) The maximum amount of the bonus (the “Bonus Amount”) that the Executive is eligible to earn under the Post-Change Bonus Plan shall be no less than the product of the Executive’s Annual Base Salary multiplied by a percentage that is at least 75% of the percentage that determined the Executive’s maximum award provided in the Pre-Change Company Bonus Plan (such maximum bonus amount herein referred to as the “Targeted Bonus”), and in the event the Goals (other than any objective Goal) are not achieved such that the entire Targeted Bonus is not payable, the Bonus Plan shall provide for a payment of a Bonus Amount equal to a portion of the Targeted Bonus reasonably related to that portion of the Goals which were achieved. The Bonus Amount earned shall be paid within 75 days after the end of the related fiscal year; at the option of the Employer, up to one-third of the Bonus Amount may be paid in restricted stock if the class of stock of which such restricted stock is a part is publicly-traded in an active market in the United States and such stock becomes fully vested by continued employment for a period of not more than one year after the date on which the Bonus Amount is paid.

          7. Annual Compensation Adjustments. During the Employment Period, the Compensation Committee (as defined in Subsection 6(g)(i) hereof) will consider and appraise, annually, the contributions of the Executive to the Company, and in accordance with the Company’s practice prior to the Change in Control of the Company, good faith consideration shall be given to the upward adjustment of the Executive’s Annual Base Salary, annually.

          8. Termination for Cause or Without Good Reason. If there is a Covered Termination for Cause or due to the Executive’s voluntarily terminating his or her employment other

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than for Good Reason (any such terminations to be subject to the procedures set forth in Section 14 hereof), then the Executive shall be entitled to receive only Accrued Benefits pursuant to Subsection 10(a) hereof.

          9. Termination Giving Rise to a Termination Payment.

               (a) If there is a Covered Termination by the Executive for Good Reason, or by the Company other than by reason of (i) death, (ii) disability pursuant to Section 13 hereof, or (iii) Cause (any such terminations to be subject to the procedures set forth in Section 14 hereof), then the Executive shall be entitled to receive, and the Company shall promptly pay, Accrued Benefits and, in lieu of further Annual Base Salary for periods following the Termination Date, as liquidated damages and additional severance pay and in consideration of the covenant of the Executive set forth in Subsection 15(a) hereof, the Termination Payment pursuant to Subsection 10(b) hereof.

               (b) If there is a Covered Termination and the Executive is entitled to Accrued Benefits and the Termination Payment, then the Company shall provide to the Executive the following additional benefits:

               (i) The Executive shall receive until the end of the second calendar year following the calendar year in which the Executive’s Termination of Employment occurs, at the expense of the Company, outplacement services, on an individualized basis at a level of service commensurate with the Executive’s status with the Company immediately prior to the date of the Change in Control of the Company (or, if higher, immediately prior to the Executive’s Termination of Employment), provided by a nationally recognized executive placement firm selected by the Company; provided that the cost to the Company of such services shall not exceed 10% of the Executive’s Annual Base Salary.

               (ii) Until the earlier of the end of the Employment Period or such time as the Executive has obtained new employment and is covered by benefits which in the aggregate are at least equal in value to the following benefits, the Executive shall continue to be covered, at the expense of the Company, by the same or equivalent life insurance, hospitalization, medical and dental coverage as was required hereunder with respect to the Executive immediately prior to the date the Notice of Termination is given, subject to the following:

     (A) If applicable, following the end of the COBRA continuation period, if such hospitalization, medical or dental coverage is provided under a health plan that is subject to Section 105(h) of the Code, benefits payable under such health plan shall comply with the requirements of Treasury regulation section 1.409A-3(i)(1)(iv)(A) and (B) and, if necessary, the Company shall amend such health plan to comply therewith.

     (B) During the first six months following the Executive’s Termination Date, the Executive shall pay the

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Company for any life insurance coverage that provides a benefit in excess of $50,000 under a group term life insurance policy. After the end of such six month period, the Company shall make a cash payment to the Executive equal to the aggregate premiums paid by the Executive for such coverage, and thereafter such coverage shall be provided at the expense of the Company for the remainder of the period.

If the Executive is entitled to the Termination Payment pursuant to Subsection 3(b), within ten days following the Change of Control, the Company shall reimburse the Executive for any COBRA premiums the Executive paid for his or her hospitalization, medical and dental coverage under COBRA from the Executive’s Termination Date through the date of the Change of Control.

          (iii) The Company shall cause the Executive to be fully and immediately vested in his or her accrued benefit under any supplemental executive retirement plan of the Employer providing benefits for the Executive (the “SERP”) and in any restricted stock paid as part of the Executive’s Bonus Amount as contemplated by Subsection 6(g)(ii).

          (iv) If the Executive is not fully vested in all accrued benefits under any defined contribution retirement plan of the Employer, the Company shall make a lump sum payment to the Executive in an amount equal to the difference between the fully vested amount of the Executive’s account balances under such plan at the Termination Date and the vested amount of such balances at such time.

          (v) The Company shall reimburse the Executive for up to an aggregate of $10,000 in (A) tax preparation assistance fees for the tax year in which the Termination Payment is made and (B) fees and expenses of consultants and/or legal or accounting advisors engaged by the Executive to advise the Executive as to matters relating to the computation of benefits due and payable under Subsection 10(b).

          10. Payments.

               (a) Accrued Benefits. For purposes of this Agreement, the Executive’s “Accrued Benefits” shall include the following amounts, payable as described herein: (i) all Annual Base Salary for the time period ending with the Termination Date; (ii) reimbursement for any and all monies advanced in connection with the Executive’s employment for reasonable and necessary expenses incurred by the Executive on behalf of the Employer for the time period ending with the Termination Date; (iii) any and all other cash earned through the Termination Date and deferred at the election of the Executive or pursuant to any deferred compensation plan then in effect; (iv) a lump sum payment of the bonus or incentive compensation otherwise payable to the Executive with respect to the year in which termination occurs under all bonus or incentive compensation plan or plans in which the Executive is a participant, but subject to any deferral election then in effect; and (v) all other payments and benefits to which the Executive (or in the event of the Executive’s death, the Executive’s surviving spouse or other beneficiary) may be entitled as compensatory fringe

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benefits or under any benefit plan of the Employer, excluding severance payments under any Employer severance policy, practice or agreement in effect immediately prior to the Change in Control of the Company. Payment of Accrued Benefits shall be made promptly in accordance with the Company’s prevailing practice with respect to Subsections 10(b)(i) and (ii) or, with respect to Subsections 10(b)(iii), (iv) and (v), pursuant to the terms of the benefit plan or practice establishing such benefits.

               (b) Termination Payment and Other Payments.

          (i) The Termination Payment shall be an amount equal to (A) the Executive’s Annual Base Salary (as defined in Subsection 6(a) and determined as of the time of the Change in Control of the Company or, if higher, immediately prior to the date the Notice of Termination is given) plus (B) an amount equal to the greater of the Executive’s Targeted Bonus for the year in which the Termination Date occurs or the bonus the Executive received (w) for the year in which the Change in Control of the Company occurred or (x) for the year prior to the year in which the Change in Control of the Company occurred (each year described in clauses (w) and (x) is herein referred to as a “Prior Year”) plus (C) an amount equal to the “actuarial equivalent” (as defined in the Company’s defined benefit pension plan on the determination date) of the Executive’s benefit accruals under the pension plan and the SERP for, whichever is greater, the year in which the Termination Date occurs or a Prior Year plus an amount equal to the Company’s matching contribution and profit sharing contribution under the Company’s defined contribution profit sharing and savings plan for, whichever is greater, the year in which the Termination Date occurs or a Prior Year (the aggregate amount set forth in (A), (B) and (C) hereof shall hereafter be referred to as “Annual Cash Compensation”), times (D) the Multiplier less, if the Termination Date occurs more than three months after the date of Change in Control of the Company, the portion of the Employment Period that has elapsed at the Termination Date (measured by the number of months that have elapsed from the date of the Change in Control of the Company to the Termination Date divided by 33); provided, however, that such amount shall not be less than the severance benefits to which the Executive would have been entitled under the Company’s severance policies and practices in effect immediately prior to the Change in Control of the Company. The Termination Payment shall be paid to the Executive in cash equivalent in two lump sums if any stock of the Company or any Affiliate is publicly traded on an established securities market or otherwise at the time of the Executive’s Termination of Employment. The first lump sum shall be paid within ten (10) business days after the Executive’s Termination Date and shall equal the amount that (aa) does not exceed the Termination Payment amount and (bb) is the lesser of two times (y) the Executive’s annualized compensation based upon the annual rate of pay for services provided to the Company for the taxable year of the Executive preceding the taxable year in which the Executive has a Termination of Employment or (z) the maximum amount that may be taken into account under a qualified plan pursuant to Code Section 401(a)(17) for the year in which the Executive has a Termination of Employment. The second lump sum payment shall be equal to the difference between the

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amount calculated under the first sentence of this paragraph and the amount calculated under the second sentence of this paragraph, and such amount shall be paid six months and one day after the Executive’s Termination Date. Each lump sum payment shall be deemed a separate payment for purposes of Code Section 409A. If the Company or any Affiliate has no publicly traded stock, as described above, at the Executive’s Termination of Employment, then the entire Termination Payment shall be paid within ten (10) business days after the Executive’s Termination Date. Any Termination Payment amount paid six months and one day after the Executive’s Termination Date shall be accompanied by a payment of interest calculated at Prime, compounded quarterly. Notwithstanding the foregoing, in the event the Executive’s Termination Date is pursuant to Subsection 3(b), the Termination Payment shall be paid within ten (10) business days after the date of the Change in Control of the Company (as defined without reference to Subsection 3(b)), without interest. The Termination Payment shall not be reduced by any present value or similar factor, and the Executive shall not be required to mitigate the amount of the Termination Payment by securing other employment or otherwise, nor will such Termination Payment be reduced by reason of the Executive securing other employment or for any other reason. The Termination Payment shall be in lieu of, and acceptance by the Executive of the Termination Payment shall constitute the Executive’s release of any rights of Executive to, any other severance payments under any Company severance policy, practice or agreement.

          (ii) Notwithstanding any other provision of this Agreement, if any portion of any payment under this Agreement (including any Section 409A Gross-Up Payment under Subsection 10(b)(vi)), or under any other agreement with or plan of the Employer, including payments that may be deemed to have occurred on account of accelerated vesting of restricted stock or stock options under Subsection 4(b) hereof (in the aggregate “Total Payments”), would constitute an “excess parachute payment,” the Company shall pay the Executive an additional amount (the “Gross-Up Payment”) such that the net amount retained by the Executive after deduction of any excise tax imposed under Section 4999 of the Code, any interest charges or penalties in respect of the imposition of such excise tax (but not any federal, state or local income tax, or employment tax) on the Total Payments, and any federal, state and local income tax, employment tax, and excise tax upon the payment provided for by this Subsection 10(b)(ii), shall be equal to the Total Payments. For purposes of determining the amount of the Gross-Up Payment, the Executive shall be deemed to pay federal income tax and employment taxes at the highest marginal rate of federal income and employment taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of the Executive’s domicile for income tax purposes on the date the Gross-Up Payment is made, net of the maximum reduction in federal income taxes that may be obtained from the deduction of such state and local taxes.

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          (iii) For purposes of this Agreement, the terms “excess parachute payment” and “parachute payments” shall have the meanings assigned to them in Section 280G of the Code and such “parachute payments” shall be valued as provided therein. Present value for purposes of this Agreement shall be calculated in accordance with Section 1274(b)(2) of the Code (or any successor provision). Promptly following a Covered Termination or notice by the Company to the Executive of its belief that there is a payment or benefit due the Executive which will result in an excess parachute payment as defined in Section 280G of the Code (or if the Company fails to give such notice and the Executive furnishes notice to the Company setting forth computations in reasonable detail supporting the Executive’s belief that there has been such an excess parachute payment, promptly after such notice by the Executive unless the Executive has withdrawn such notice after the Company’s response to such computations), the Executive and the Company, at the Company’s expense, shall obtain the opinion (which need not be unqualified) of nationally recognized tax counsel (“National Tax Counsel”) selected by the Company’s independent auditors and reasonably acceptable to the Executive (which may be regular outside counsel to the Company), which opinion sets forth (i) the amount of the Base Period Income, (ii) the amount and present value of Total Payments, (iii) the amount and present value of any excess parachute payments, and (iv) the amount of any Gross-Up Payment. As used in this Agreement, the term “Base Period Income” means an amount equal to the Executive’s “annualized includible compensation for the base period” as defined in Section 280G(d)(1) of the Code. For purposes of such opinion, the value of any noncash benefits or any deferred payment or benefit shall be determined by the Company’s independent auditors in accordance with the principles of Section 280G(d)(3) and (4) of the Code (or any successor provisions), which determination shall be evidenced in a certificate of such auditors addressed to the Company and the Executive. The opinion of National Tax Counsel shall be addressed to the Company and the Executive and, subject to any adjustment pursuant to Subsection 10(b)(iv), shall be binding upon the Company and the Executive. If such National Tax Counsel so requests in connection with the opinion required by this Subsection 10(b) of Section 10, the Executive and the Company shall obtain, at the Company’s expense, and the National Tax Counsel may rely on, the advice of a firm of recognized executive compensation consultants as to the reasonableness of any item of compensation to be received by the Executive solely with respect to its status under Section 280G of the Code and the regulations thereunder. The Company shall pay (or cause to be paid) or distribute (or cause to be distributed) to or for the benefit of the Executive such Gross-Up Payment as is then due to the Executive within five days after the National Tax Counsel’s opinion is received by the Company and the Executive, but in no event prior to the date the Termination Payment is initially payable to the Executive; provided, however, that, if prior to such date the Executive is required to remit the excise tax under Code Section 4999 of the Code to the Internal Revenue Service, then upon written notice by the Executive to the Company, the Company shall promptly pay the Gross-Up Payment (but based on the Executive’s actual rate of taxation) to the Executive.

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          (iv) In the event that upon any audit by the Internal Revenue Service, or by a state or local taxing authority, of the Total Payments or Gross-Up Payment, a change is finally determined to be required in the amount of taxes paid by the Executive, appropriate adjustments shall be made under this Agreement such that the net amount which is payable to the Executive after taking into account the provisions of Section 4999 of the Code shall reflect the intent of the parties as expressed in this Section 10, in the manner determined by the National Tax Counsel. If the Company is required to make a payment to the Executive, such payment shall be paid following the date of the final determination by a court or the Internal Revenue Service and within thirty days after the date Executive provides the Company a written request for reimbursement thereof (accompanied by proof of taxes paid), but in no event shall the reimbursement be made later than the end of the calendar year following the year in which the Executive remits the excise tax to the Internal Revenue Service.

          (v) The Company agrees to bear all costs associated with, and to indemnify and hold harmless, the National Tax Counsel of and from any and all claims, damages, and expenses resulting from or relating to its determinations pursuant to this Subsection 10(b), except for claims, damages or expenses resulting from the gross negligence or willful misconduct of such firm.

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          (vi) If any portion of the Termination Payment or any other payment or benefit (or any acceleration of any payment or benefit) made or provided to the Executive or for the Executive’s benefit in connection with this Agreement or, on or after the Change in Control of the Company, the Executive’s employment with the Company or the termination thereof (the “Payments”) are determined to be subject to the interest charges and taxes imposed by Section 409A(a)(1)(B) of the Code, or any state, local, or foreign taxes of a similar nature, or any interest charges or penalties with respect to such taxes (such taxes, together with any such interest charges and penalties, are collectively referred to as the “Section 409A Tax”), then the Company shall pay the Executive, within 30 days after the date on which the Executive provides the Company with a written request for reimbursement thereof (accompanied by proof of taxes paid), but in no event later than the end of the calendar year following the year in which the Executive remits the Section 409A tax to the Internal Revenue Service or other applicable taxing authority, an additional amount (the “Section 409A Gross-Up Payment”); provided, however, that any Section 409A Gross-Up Payment shall be reduced to the extent that the Section 409A Tax payable is due to the direct fault of the Executive. The Section 409A Gross-Up Payment shall, subject to the proviso at the end of the previous sentence, be such that the net amount retained by the Executive after deduction of the Section 409A Tax (but not any federal, state, or local income tax or employment tax) and any federal, state, or local income tax, or employment tax upon the payment provided for by this Subsection 10(b)(vi) shall be equal to the Payments. For purposes of determining the amount of the Section 409A Gross-Up Payment, the Executive shall be deemed to pay federal income tax and employment taxes at the highest marginal rate of federal income and employment taxation in the calendar year in which the Section 409A Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of the Executive’s domicile for income tax purposes on the date the Section 409A Gross-Up Payment is made, net of the maximum reduction in federal income taxes that may be obtained from the deduction of such state and local taxes. The Company and the Executive shall reasonably cooperate with each other in connection with any administrative or judicial proceedings concerning the existence or amount of liability for Section 409A Tax with respect to the Payments, and the Executive shall, if reasonably requested by the Company, contest any obligation to pay a Section 409A Tax for which a Section 409A Gross-Up Payment is owed. If, as a result thereof, the Executive receives a tax refund or credit for any Section 409A Tax previously paid with respect to any Payments for which a Section 409A Gross-Up Payment was paid, the Executive shall return to the Company an amount equal to such refund or credit.

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          (vii) Executive agrees that this Agreement and any other agreements which may give rise to any Section 409A Tax may be amended by the Company on one or more occasions without the consent or approval of the Executive if in the determination of the Compensation Committee such amendment is necessary or appropriate to conform the provisions of such agreement to Treasury Regulation 1.409A-1 et seq. or any position published by the Internal Revenue Service with respect to Section 409A of the Internal Revenue Code of 1986. The right of the Company to make such an amendment does not depend on whether the applicable agreement is subject to such Section but will enable the Company to have uniform provisions among all agreements having provisions such as the one being amended, including those under which compensation is subject to such Section. Any such amendment will become effective upon notice to the Executive. The Company will seek to give the Executive notice of an amendment with reasonable promptness after the Compensation Committee has approved the amendment.

          11. Death.

               (a) Except as provided in Subsection 11(b) hereof, in the event of a Covered Termination due to the Executive’s death, the Executive’s estate, heirs and beneficiaries shall receive all the Executive’s Accrued Benefits through the Termination Date.

               (b) In the event the Executive dies after a Notice of Termination is given (i) by the Company or (ii) by the Executive for Good Reason, the Executive’s estate, heirs and beneficiaries shall be entitled to the benefits described in Subsection 11(a) hereof and, subject to the provisions of this Agreement, to such Termination Payment as the Executive would have been entitled to had the Executive lived, except that the Termination Payment shall be paid within 90 days following the date of the Executive’s death, without interest thereon. For purposes of this Subsection 11(b), the Termination Date shall be the earlier of thirty days following the giving of the Notice of Termination, subject to extension pursuant to the definition of Termination of Employment, or one day prior to the end of the Employment Period.

          12. Retirement. If, during the Employment Period, the Executive and the Employer shall execute an agreement providing for the early retirement of the Executive from the Employer, or the Executive shall otherwise give notice that he is voluntarily choosing to retire early from the Employer, the Executive shall receive Accrued Benefits through the Termination Date; provided, that if the Executive’s employment is terminated by the Executive for Good Reason or by the Company other than by reason of death, disability or Cause and the Executive also, in connection with such termination, elects voluntary early retirement, the Executive shall also be entitled to receive a Termination Payment pursuant to Subsection 9(a) hereof.

          13. Termination for Disability. If, during the Employment Period, as a result of the Executive’s disability due to physical or mental illness or injury (regardless of whether such illness or injury is job-related), the Executive shall have been absent from the Executive’s duties hereunder on a full-time basis for a period of six consecutive months and, within thirty days after the Company notifies the Executive in writing that it intends to terminate the Executive’s employment (which notice shall not constitute the Notice of Termination contemplated below), the Executive shall not have returned to the performance of the Executive’s duties hereunder on a full-time basis,

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the Company may terminate the Executive’s employment for purposes of this Agreement pursuant to a Notice of Termination given in accordance with Section 14 hereof. If the Executive’s employment is terminated on account of the Executive’s disability in accordance with this Section, the Executive shall receive Accrued Benefits in accordance with Subsection 10(a) hereof and shall remain eligible for all benefits provided by any long term disability programs of the Company in effect at the time of such termination.

          14. Termination Notice and Procedure. Any Covered Termination by the Company or the Executive (other than a termination of the Executive’s employment that is a Covered Termination by virtue of Subsection 3(b) hereof) shall be communicated by a written notice of termination (“Notice of Termination”) to the Executive, if such Notice is given by the Company, and to the Company, if such Notice is given by the Executive, all in accordance with the following procedures and those set forth in Section 25 hereof:

               (a) If such termination is for disability, Cause or Good Reason, the Notice of Termination shall indicate in reasonable detail the facts and circumstances alleged to provide a basis for such termination.

               (b) If the Notice is given by the Executive for Good Reason, the Executive may cease performing his duties hereunder on or after the date fifteen days after the delivery of Notice of Termination and shall in any event cease employment on the Termination Date. If the Notice is given by the Company, then the Executive may cease performing his duties hereunder on the date of receipt of the Notice of Termination, subject to the Executive’s rights hereunder.

               (c) To the extent provided by Subsection 2(p)(1), the Executive shall have ten days, or such longer period as the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds for termination of the Executive’s employment for Cause under this Agreement pursuant to Subsection 2(e) (iii) hereof.

               (d) The recipient of any Notice of Termination shall personally deliver or mail in accordance with Section 25 hereof written notice of any dispute relating to such Notice of Termination to the party giving such Notice within fifteen days after receipt thereof; provided, however, that if the Executive’s conduct or act alleged to provide grounds for termination by the Company for Cause is curable, then such period shall be thirty days. After the expiration of such period, the contents of the Notice of Termination shall become final and not subject to dispute.

          15. Further Obligations of the Executive.

               (a) Competition. The Executive agrees that, in the event of any Covered Termination where the Executive is entitled to Accrued Benefits and the Termination Payment, the Executive shall not, for a period expiring twelve months after the Termination Date, without the prior written approval of the Company’s Board of Directors, participate in the management of, be employed by or own any business enterprise at a location within the United States that engages in substantial competition with MGIC, where such enterprise’s revenues from any such competitive activities amount to 10% or more of such enterprise’s net revenues and sales for its most recently completed fiscal year; provided, however, that nothing in this Subsection 15(a) shall prohibit the Executive from owning stock or other securities of a competitor amounting to less than five percent of the outstanding capital stock of such competitor.

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               (b) Confidentiality. During and following the Executive’s employment by the Company, the Executive shall hold in confidence and not directly or indirectly disclose or use or copy or make lists of any confidential information or proprietary data of the Company (including that of the Employer), except to the extent authorized in writing by the Board of Directors of the Company or required by any court or administrative agency, other than to an employee of the Company or a person to whom disclosure is reasonably necessary or appropriate in connection with the performance by the Executive of duties as an executive of the Company. Confidential information shall not include any information known generally to the public or any information of a type not otherwise considered confidential by persons engaged in the same business or a business similar to that of the Company. All records, files, documents and materials, or copies thereof, relating to the business of the Company which the Executive shall prepare, or use, or come into contact with, shall be and remain the sole property of the Company and shall be promptly returned to the Company upon termination of employment with the Company.

          16. Expenses and Interest. If, after a Change in Control of the Company, (i) a dispute arises with respect to the enforcement of the Executive’s rights under this Agreement, (ii) any arbitration proceeding shall be brought to enforce or interpret any provision contained herein or to recover damages for breach hereof, or (iii) any legal proceeding shall be brought with respect to the arbitration provisions hereof, in each case so long as, and to the extent that, the Executive prevails in such proceeding, the Executive shall recover from the Company the reasonable attorneys’ fees and necessary costs and disbursements incurred as a result of the dispute, arbitration or legal proceeding as to which the Executive has prevailed (“Expenses”), and prejudgment interest on any arbitration award obtained by the Executive calculated at Prime from the date that payments to him or her should have been made under this Agreement. Within ten days after the Executive’s written request therefore (but in no event later than the end of the calendar year following the calendar year in which such Expense is incurred), the Company shall reimburse the Executive, or such other person or entity as the Executive may designate in writing to the Company, the Expenses. Any dispute as to the reasonableness of the Expenses incurred, or the extent to which the Executive has prevailed, shall be resolved by the arbitrator.

          17. Payment Obligations Absolute. The Company’s obligation during and after the Employment Period to pay the Executive the amounts and to make the benefit and other arrangements provided herein shall be absolute and unconditional and shall not be affected by any circumstances, including, without limitation, any setoff, counterclaim, recoupment, defense or other right which the Company may have against him or anyone else. Except as provided in Subsection 10(b) and Section 16 of this Agreement, all amounts payable by the Company hereunder shall be paid without notice or demand. Each and every payment made hereunder by the Company shall be final, and the Company will not seek to recover all or any part of such payment from the Executive, or from whomsoever may be entitled thereto, for any reason whatsoever.

          18. Successors.

               (a) If the Company sells, assigns or transfers all or substantially all of its business and assets to any Person or if the Company merges into or consolidates or otherwise combines (where the Company does not survive such combination) with any Person (any such event, a “Sale of Business”), then the Company shall assign all of its right, title and interest in this Agreement as of the date of such event to such Person, and the Company shall cause such Person, by written agreement (an “Assumption Agreement”), to expressly assume and agree to perform from and after the date of such assignment all of the terms, conditions and provisions imposed by this

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Agreement upon the Company, and the Assumption Agreement shall be in form and substance reasonably satisfactory to the Executive (but if at the time of a Sale of Business, the chief executive officer of the Company or any officer of Company who is among the next four highest ranking officers of the Company has a Key Executive Employment and Severance Agreement, and any of such officers approves the Assumption Agreement, the Executive, if not one of such five officers, shall be deemed to have approved the Assumption Agreement). Failure of the Company to obtain an Assumption Agreement prior to the effective date of such Sale of Business shall be a breach of this Agreement constituting “Good Reason” hereunder, except that for purposes of implementing the foregoing the date upon which such Sale of Business becomes effective shall be deemed the Termination Date. In case of such assignment by the Company and of assumption and agreement by such Person, as used in this Agreement, “Company” shall thereafter mean such Person which executes and delivers the Assumption Agreement or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law, and this Agreement shall inure to the benefit of, and be enforceable by, such Person. The Executive shall, in his or her discretion, be entitled to proceed against any or all of such Persons, any Person which theretofore was such a successor to the Company and the Company (as so defined) in any action to enforce any rights of the Executive hereunder. Except as provided in this Subsection 18(a), this Agreement shall not be assignable by the Company. This Agreement shall not be terminated by the voluntary or involuntary dissolution of the Company.

               (b) This Agreement and all rights of the Executive shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, heirs and beneficiaries. All amounts payable to the Executive under Sections 8, 9, 10, 11, 12, 13 and 16 hereof if the Executive had lived shall be paid, in the event of the Executive’s death, to the Executive’s estate, heirs and representatives; provided, however, that the foregoing shall not be construed to modify any terms of any benefit plan of the Employer, as such terms are in effect on the date of the Change in Control of the Company, that expressly govern benefits under such plan in the event of the Executive’s death.

          19. Severability. The provisions of this Agreement shall be regarded as divisible, and if any of said provisions or any part hereof are declared invalid or unenforceable by a court of competent jurisdiction, the validity and enforceability of the remainder of such provisions or parts hereof and the applicability thereof shall not be affected thereby.

          20. Contents of Agreement; Waiver of Rights; Amendment. This Agreement sets forth the entire understanding between the parties hereto with respect to the subject matter hereof, and the Executive hereby waives all rights under any prior or other agreement or understanding between the parties with respect to such subject matter. Any implication to the contrary in the preceding sentence notwithstanding, this Agreement shall not affect the Executive’s obligations under non-competition or confidentiality agreement with the Company, the Employer or MGIC. This Agreement may not be amended or modified at any time except by written instrument executed by the Company and the Executive, provided, however, the Company may, on one or more occasions without the approval of the Executive, amend this Agreement with the approval of the Board to the extent the Company determines such amendment is necessary to comply with the provisions of the Emergency Economic Stabilization Act of 2008 or any regulation or program issued or established thereunder. Any such amendment will become effective upon notice to the Executive. The Company will seek to give the Executive notice of an amendment with reasonable promptness after the Board has approved the amendment.

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          21. Withholding. The Company shall be entitled to withhold from amounts to be paid to the Executive hereunder any federal, state or local withholding or other taxes or charges which it is from time to time required to withhold; provided that the amount so withheld shall not exceed the minimum amount required to be withheld by law. In addition, if prior to the date of payment of the Termination Payment hereunder, the Federal Insurance Contributions Act (FICA) tax imposed under Sections 3101, 3121(a) and 3121(v)(2), where applicable, becomes due with respect to any payment or benefit to be provided hereunder, the Company may provide for an immediate payment of the amount needed to pay the Executive’s portion of such tax (plus an amount equal to the taxes that will be due on such amount) and the Executive’s Termination Payment shall be reduced accordingly. The Company shall be entitled to rely on an opinion of the National Tax Counsel if any question as to the amount or requirement of any such withholding shall arise.

          22. Additional Section 409A Provisions.

               (a) If any payment amount or the value of any benefit under this Agreement is required to be included in an Executive’s income prior to the date such amount is actually paid or the benefit provided as a result of the failure of this Agreement (or any other arrangement that is required to be aggregated with this Agreement under Code Section 409A) to comply with Code Section 409A, then the Executive shall receive a distribution, in a lump sum, within 90 days after the date it is finally determined that the Agreement (or such other arrangement that is required to be aggregated with this Agreement) fails to meet the requirements of Section 409A of the Code; such distribution shall equal the amount required to be included in the Executive’s income as a result of such failure and shall reduce the amount of payments or benefits otherwise due hereunder.

               (b) The Company and the Executive intend the terms of this Agreement to be in compliance with Section 409A of the Code. To the maximum extent permissible, any ambiguous terms of this Agreement shall be interpreted in a manner which avoids a violation of Section 409A of the Code and, subject to mutual written consent of the Executive and the Company, payments may be deferred hereunder to comply with Code Section 409A requirements.

               (c) The Executive acknowledges that to avoid an additional tax on payments that may be payable or benefits that may be provided under this Agreement and that constitute deferred compensation that is not exempt from Section 409A of the Code, the Executive must make a reasonable, good faith effort to collect any payment or benefit to which the Executive believes the Executive is entitled hereunder no later than 90 days after the latest date upon which the payment could have been made or benefit provided under this Agreement, and if not paid or provided, must take further enforcement measures within one 180 days after such latest date.

          23. Certain Rules of Construction. No party shall be considered as being responsible for the drafting of this Agreement for the purpose of applying any rule construing ambiguities against the drafter or otherwise. No draft of this Agreement shall be taken into account in construing this Agreement. Any provision of this Agreement which requires an agreement in writing shall be deemed to require that the writing in question be signed by the Executive and an authorized representative of the Company. This Agreement supersedes any prior Key Executive Employment and Severance Agreement between the Executive and the Company.

          24. Governing Law; Resolution of Disputes. This Agreement and the rights and obligations hereunder shall be governed by and construed in accordance with the laws of the State of

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Wisconsin applicable to contracts made therein between residents thereof. Any dispute arising out of this Agreement shall be determined by arbitration under the rules of the American Arbitration Association then in effect. The venue for the arbitration (and any legal action to enforce the foregoing obligation to arbitrate) shall be Milwaukee, Wisconsin or, if the Executive is not then residing or working in the Milwaukee, Wisconsin metropolitan area, in the judicial district encompassing the city in which the Executive resides; provided, that, if the Executive is not then residing in the United States, the election of the Executive with respect to such venue shall be either Milwaukee, Wisconsin or in the judicial district encompassing that city in the United States among the thirty cities having the largest population (as determined by the most recent United States Census data available at the Termination Date) which is closest to the Executive’s residence. For purposes of any legal action to enforce the foregoing obligation to arbitrate, the parties consent to personal jurisdiction in each trial court in the selected venue having subject matter jurisdiction notwithstanding their residence or situs, and each party irrevocably consents to service of process in the manner provided hereunder for the giving of notices.

          25. Notice. Notices given pursuant to this Agreement shall be in writing and, except as otherwise provided by Subsection 14(d) hereof, shall be deemed given when actually received by the Executive or actually received by the Company’s Secretary or any officer of the Company other than the Executive. If mailed, such notices shall be mailed by United States registered or certified mail, return receipt requested, addressee only, postage prepaid, if to the Company, to MGIC Investment Corporation, Attention: Secretary (or President, if the Executive is the Secretary), 250 East Kilbourn Avenue, Milwaukee, Wisconsin 53202, or if to the Executive, at the address set forth below the Executive’s signature to this Agreement, or to such other address as the party to be notified shall have theretofore given to the other party in writing.

          26. No Waiver. No waiver by either party at any time of any breach by the other party of, or compliance with, any condition or provision of this Agreement to be performed by the other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same time or any prior or subsequent time.

          27. Headings. The headings herein contained are for reference only and shall not affect the meaning or interpretation of any provision of this Agreement.

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