X0303 4/A 2008-09-30 2008-10-01 0000876437 MGIC INVESTMENT CORP MTG 0001086328 KEARNEY DANIEL P 13 FLINT STREET MARBLEHEAD MA 01945 1 0 0 0 Share Units 2008-09-30 4 P 0 4160.7397 7.03 A Common Stock 4160.7397 23523.3655 D This amended Form 4 is being filed to correct the number of Share Units acquired by the reporting person through compensation deferral and to correct the resulting number of Share Units beneficially owned by the reporting person following such acquisition. Pursuant to Instruction 9(b) to Form 4, only the lines of the original Form 4 requiring correction or amendment are being restated on this amended Form 4. 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 were acquired through compensation deferral. 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.) 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 2008-10-08