X0202 4 2005-01-27 0000876437 MGIC INVESTMENT CORP MTG 0001041957 CASE KARL E 106 CENTRAL STREET WELLESLEY MA 02481 1 0 0 0 Common Stock 2005-01-27 4 A 0 500 A 6038 D Share Units Common Stock 203.1635 4379.1288 D These securities were awarded to the reporting person pursuant to the Issuer's 2002 Stock Incentive Plan, are subject to certain restrictions, and vest on January 27, 2006. These shares were awarded to the reporting person pursuant to the Issuer's 2002 Stock Incentive Plan and no consideration was paid by the reporting person for the shares. The reporting person participates in the MGIC Investment Corporation Deferred Compensation Plan for Non-Employee Directors under which units corresponding to shares of Common Stock of the Issuer ("Share Units") are acquired through compensation deferral. Dividends which would have been received on shares represented by Share Units are also invested in Share Units. The Share Units are settled in cash, generally at the time the reporting person ceases to be a Director of the Issuer. These Share Units do not have a specified dollar-denominated exercise or conversion price. (Their value is based, on a one-for-one basis, on the price of the Issuer's common stock on the New York Stock Exchange.) These Share Units do not become exercisable or expire on a fixed date. (Generally, the Share Units become payable at the time the reporting person ceases to be a Director of the Issuer.) The number of Share Units beneficially owned by the reporting person includes Share Units owned prior to August 15, 1996, which were and continue to be exempt from Section 16 of the Securities and Exchange Act of 1934. The reporting person disclaims any waiver of such exemption. This Form 4 is being signed by the reporting person's attorney-in-fact pursuant to a previously filed power of attorney. Dan D. Stilwell, Attorney-in-fact 2005-01-28