EXHIBIT 10.2





                           RESTRICTED STOCK AGREEMENT

     THIS RESTRICTED STOCK AGREEMENT is made and entered into as of the date
indicated on the signature page under "Date of Agreement" by and between MGIC
Investment Corporation, a Wisconsin corporation (the "Company"), and the
employee of Mortgage Guaranty Insurance Corporation whose signature is set forth
on the signature page hereto (the "Employee").

                                  INTRODUCTION

     The Company is awarding shares of the Company's Common Stock, $1.00 par
value per share (the "Stock"), to the Employee under the MGIC Investment
Corporation 2002 Stock Incentive Plan, (the "Plan") and this Agreement.

     This Agreement consists of this instrument and the Incorporated Terms Dated
As of _________________ to Restricted Stock 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.

     The parties mutually agree as follows:

     1.   Award of Restricted Stock; Incorporated Terms.

     (a) Subject to the terms and conditions set forth herein, the Company
awards the Employee the number of shares of Stock as follows: the number of
shares set forth after "Shares of Base Restricted Stock" on the signature page
shall be the "Base Restricted Stock"; the number of shares set forth after
"Shares of Matching Restricted Stock" on the signature page shall be the
"Matching Restricted Stock"; and the number of shares set forth after "Shares of
Performance Restricted Stock" shall be the "Performance Restricted Stock." The
term "Restricted Stock" as used in the remainder of this Agreement shall be
applied separately to the Base Restricted Stock, the Matching Restricted Stock
and the Performance Restricted Stock as if the term "Restricted Stock" were the
term "Base Restricted Stock," "Matching Restricted Stock," or "Performance
Restricted Stock," as the case may be.

     (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 in ________________________
to the Employee from the Company's Secretary which included other documents
relating to the Restricted Stock. The Company is hereby advising the Employee to
print and retain a copy of the Incorporated Terms. The Employee 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 in connection with the _______________________ meeting of



the Management Development Committee, the text of the copy retained by the
Secretary will control.

     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by
its duly authorized officer, and the Employee has hereunto affixed his hand and
seal, all as of the day and year set forth below.

                  Date of Agreement:        As of ____________________

                                        MGIC INVESTMENT CORPORATION


                                        By:_____________________________________
                                        Title:  President and Chief
                                                Executive Officer

         Sign Here:        >            __________________________________(SEAL)
                                        Name:

                                        Shares of Base Restricted Stock:

                                        __________________

                                        Shares of Matching Restricted Stock:

                                        __________________

                                        Shares of Performance Restricted Stock:

                                        __________________

                                        Base Restricted Stock
                                        Release Date:

                                        Matching Restricted Stock
                                        Release Date:

                                        Performance Restricted Stock
                                        Release Date:

                                        Target:

                                                  * * * *

                                        Beneficiary: ___________________________

                                        Address of Beneficiary:

                                        ________________________________________

                                        ________________________________________





                                        Beneficiary Tax Identification
                                        No:_____________________________________



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