0000950137-06-010075 Sample Contracts

MGIC INVESTMENT CORPORATION Underwriting Agreement
Mgic Investment Corp • September 15th, 2006 • Surety insurance • New York

MGIC INVESTMENT CORPORATION, a Wisconsin corporation (the “Company”), proposes to issue and sell to the underwriters named in Schedule II hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), the principal amount of its debt securities identified in Schedule I hereto (the “Securities”), to be issued under an Indenture, dated as of October 15, 2000 (the “Indenture”), between the Company and Bank One Trust Company, National Association, as trustee thereunder (the “Trustee”). If the firm or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I hereto, then the terms “Underwriters” and “Representatives”, as used herein, shall each be deemed to refer to such firm or firms.

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AMENDED AND RESTATED CALL OPTION AGREEMENT
Call Option Agreement • September 15th, 2006 • Mgic Investment Corp • Surety insurance • New York

THIS AMENDED AND RESTATED CALL OPTION AGREEMENT (this “Agreement”) is made and entered into as of September 13, 2006 by and among Sherman Capital, L.L.C., a Delaware limited liability company (“Sherman Capital”), Mortgage Guaranty Insurance Corporation, a Wisconsin corporation (“MGIC”) and Radian Guaranty Inc., a Pennsylvania corporation (“Radian”).

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