SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                            -------------------------

                                    FORM 8-A

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(b) OR (g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                           MGIC Investment Corporation
             (Exact name of registrant as specified in its charter)


           Wisconsin                                        39-1486475
    (State of incorporation                                (IRS Employer
       or organization)                                  Identification No.)
                                    

      250 East Kilbourn Avenue, Milwaukee, Wisconsin           53202
         (Address of principal executive offices)            (Zip Code)


Securities to be registered pursuant to Section 12(b) of the Act:

Title of each  class to be so  registered  Name of each  exchange  on which each
class is to be registered Common Share Purchase Rights New York Stock Exchange

If this Form relates to the  registration  of a class of securities  pursuant to
Section  12(b)  of  the  Exchange  Act  and is  effective  pursuant  to  General
Instruction A.(c), please check the following box. [X]

If this Form relates to the  registration  of a class of securities  pursuant to
Section  12(g)  of  the  Exchange  Act  and is  effective  pursuant  to  General
Instruction A.(d), please check the following box. [ ]

Securities  Act  registration  statement file number to which this form relates:
Not applicable

Securities to be registered pursuant to Section 12(g) of the Act:

                                      None



<PAGE>



Item 1.  Description of Registrant's Securities to be Registered.

         On July 22, 1999, the Board of Directors of MGIC Investment Corporation
(the  "Company")  declared a  dividend  of one common  share  purchase  right (a
"Right") for each  outstanding  share of common stock,  $1.00 par value,  of the
Company (the "Common Shares").  The dividend is payable on August 9, 1999 to the
shareholders of record on that date (the "Record Date"). Each Right entitles the
registered  holder to purchase from the Company one-half of one Common Share, at
a price of $225 per Common Share  (equivalent  to $112.50 for each one-half of a
Common Share), subject to adjustment (the "Purchase Price"). The description and
terms of the Rights are set forth in a Rights Agreement dated July 22, 1999 (the
"Rights Agreement"),  between the Company and Firstar Bank Milwaukee,  N. A., as
Rights Agent (the "Rights Agent").

         Until  the  earlier  to  occur  of  (i)  10  days  following  a  public
announcement  that a person or group of affiliated or associated  persons (other
than the Company, a subsidiary of the Company or an employee benefit plan of the
Company  or a  subsidiary)  (an  "Acquiring  Person")  has  acquired  beneficial
ownership  of  15% or  more  of  the  outstanding  Common  Shares  (the  "Shares
Acquisition  Date")  or (ii) 10  business  days  (or such  later  date as may be
determined by action of the Company's  Board of Directors  prior to such time as
any person  becomes an  Acquiring  Person)  following  the  commencement  of, or
announcement  of an  intention  to make,  a tender  offer or exchange  offer the
consummation  of which would result in the  beneficial  ownership by a person or
group  (other  than the  Company,  a  subsidiary  of the  Company or an employee
benefit plan of the Company or a subsidiary) of 15% or more of such  outstanding
Common Shares (the earlier of such dates being called the "Distribution  Date"),
the  Rights  will  be  evidenced,  with  respect  to  any of  the  Common  Share
certificates   outstanding   as  of  the  Record  Date,  by  such  Common  Share
certificate.

         The Rights Agreement  provides that,  until the Distribution  Date, the
Rights  will be  transferred  with and only with the  Common  Shares.  Until the
Distribution  Date (or earlier  redemption  or  expiration  of the Rights),  new
Common Share  certificates  issued after the Record Date,  upon  transfer or new
issuance of Common  Shares,  will  contain a notation  incorporating  the Rights
Agreement by reference.  Until the Distribution  Date (or earlier  redemption or
expiration of the Rights),  the surrender for transfer of any  certificates  for
Common Shares,  outstanding  as of the Record Date,  even without such notation,
will also  constitute  the  transfer  of the Rights  associated  with the Common
Shares  represented by such  certificate.  As soon as practicable  following the
Distribution  Date,   separate   certificates   evidencing  the  Rights  ("Right
Certificates")  will be mailed to holders  of record of the Common  Shares as of
the  close  of  business  on the  Distribution  Date  and  such  separate  Right
Certificates alone will evidence the Rights.

         The Rights are not exercisable until the Distribution  Date. The Rights
will expire on July 22, 2009 (the "Final  Expiration  Date"),  unless the Rights
are earlier  redeemed or exchanged by the  Company,  or the Rights  Agreement is
amended, in each case as described below.

         The Purchase  Price  payable,  and the number of Common Shares or other
securities  or  property  issuable,  upon  exercise of the Rights are subject to
adjustment  from time to time to  prevent  dilution  (i) in the event of a stock
dividend on, or a subdivision,  combination or  reclassification  of, the Common
Shares; (ii) upon the grant to holders of the Common Shares of certain rights or
warrants to subscribe for or purchase  Common  Shares at a price,  or securities
convertible  into Common  Shares  with a  conversion  price,  less than the then
current market price of the Common  Shares;  or (iii) upon the  distribution  to
holders of the Common Shares of evidences of indebtedness  or assets  (excluding


                                      -2-

<PAGE>



regular  quarterly cash  dividends or dividends  payable in Common Shares) or of
subscription rights or warrants (other than those referred to above).
         
         In the event that any person  becomes an  Acquiring  Person (a "Flip-In
Event"),  holders of Rights will thereafter  generally have the right to receive
upon exercise that number of Common Shares (or, in certain  circumstances  cash,
property  or other  securities  of the Company or a  reduction  in the  Purchase
Price)  having a market  value of two times  the then  current  Purchase  Price.
Notwithstanding  any of the  foregoing,  following  the  occurrence of a Flip-In
Event all Rights  that are, or (under  certain  circumstances  specified  in the
Rights  Agreement)  were,  or  subsequently  become  beneficially  owned  by  an
Acquiring Person, related persons and transferees will be null and void.

         In the event that, at any time following the Shares  Acquisition  Date,
(i)  the  Company  is  acquired  in  a  merger  or  other  business  combination
transaction or (ii) 50% or more of its consolidated  assets or earning power are
sold (the events  described  in clauses  (i) and (ii) are herein  referred to as
"Flip-Over  Events"),  proper  provision  will be made so that holders of Rights
will (subject to the limitations set forth in the Rights  Agreement)  thereafter
have the  right  to  receive,  upon the  exercise  thereof  at the then  current
Purchase Price,  that number of shares of common stock of the acquiring  company
which at the time of such  transaction will have a market value of two times the
then current Purchase Price.

         With certain  exceptions,  no adjustment in the Purchase  Price will be
required until  cumulative  adjustments  require an adjustment of at least 1% in
such  Purchase  Price.  No fractional  Common Shares will be issued.  In lieu of
fractional  Common  Shares  equal  to  one-half  of a Common  Share or less,  an
adjustment  in cash will be made based on the market price of the Common  Shares
on the last  trading  day  prior  to the  date of  exercise.  No  Rights  may be
exercised that would entitle the holder  thereof to any fractional  Common Share
greater  than  one-half of a Common  Share unless  concurrently  therewith  such
holder purchases an additional  fraction of a Common Share,  which when added to
the  number  of Common  Shares to be  received  upon  such  exercise,  equals an
integral number of Common Shares.

         The Purchase Price is payable by certified check, cashier's check, bank
draft or money order or, if so  provided  by the  Company,  the  Purchase  Price
following the occurrence of a Flip-In Event and until the first  occurrence of a
Flip-Over Event may be paid in Common Shares having an equivalent value.

         At any time after a person becomes an Acquiring Person and prior to the
acquisition  by any Acquiring  Person of 50% or more of the  outstanding  Common
Shares,  the Board of Directors  of the Company may  exchange the Rights  (other
than Rights owned by any Acquiring  Person which have become void),  in whole or
in part,  at an  exchange  ratio of one  Common  Share  per  Right  (subject  to
adjustment).

         At any time prior to a person becoming an Acquiring  Person,  the Board
of Directors of the Company may redeem the Rights in whole,  but not in part, at
a price of $.001 per Right  (the  "Redemption  Price").  The  redemption  of the
Rights  may be made  effective  at  such  time,  on such  basis


                                      -3-

<PAGE>



and with such  conditions as the Board of Directors in its sole  discretion  may
establish.  Immediately upon any redemption of the Rights, the right to exercise
the Rights will terminate and the only right of the holders of Rights will be to
receive the Redemption Price.

         Other than amendments that would change the Redemption Price or move to
an earlier  date the  expiration  of the Rights,  the terms of the Rights may be
amended by the Board of  Directors  of the  Company  without  the consent of the
holders  of the  Rights,  including  an  amendment  to lower the  threshold  for
exercisability  of the Rights  from 15% to not less than 10%,  with  appropriate
exceptions for any person then beneficially owning a percentage of the number of
Common  Shares  then  outstanding  equal to or in excess  of the new  threshold,
except that from and after the Distribution Date no such amendment may adversely
affect the interests of the holders of the Rights.

         Until a Right is exercised,  the holder thereof,  as such, will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends.

         As of June 30, 1999,  there were  109,077,962  Common Shares issued and
outstanding   (and  6,852,772   Common  Shares  reserved  for  issuance).   Each
outstanding  Common Share on the Record Date will receive one Right.  As long as
the Rights are attached to the Common  Shares,  the Company will issue one Right
for each Common Share which becomes  outstanding between the Record Date and the
Distribution Date so that all such shares will have attached Rights.

         The Rights have certain  anti-takeover  effects.  The Rights will cause
substantial  dilution to a person or group that  attempts to acquire the Company
without  conditioning  the offer on redemption of the Rights or on a substantial
number of Rights being acquired. The Rights should not interfere with any merger
or other business  combination approved by the Board of Directors of the Company
prior to the time that the Rights may not be redeemed (as described above) since
the  Board of  Directors  may,  at its  option,  at any time  until  the  Shares
Acquisition Date redeem all but not less than all the then outstanding Rights at
$.001 per Right.  The  Rights are  designed  to  provide  additional  protection
against abusive takeover tactics such as offers for all shares at less than full
value or at an inappropriate time (in terms of maximizing long-term  shareholder
value),  partial tender offers and selective open-market  purchases.  The Rights
are intended to assure that the Company's  Board of Directors has the ability to
protect  shareholders and the Company if efforts are made to gain control of the
Company in a manner  that is not in the best  interests  of the  Company and its
shareholders.

         The  Rights  Agreement   between  the  Company  and  the  Rights  Agent
specifying  the terms of the  Rights,  which  includes  as Exhibit A the Form of
Right Certificate,  is attached hereto as an exhibit. The foregoing  description
of the Rights does not purport to be complete  and is  qualified in its entirety
by reference to such exhibit.



                                      -4-

<PAGE>



Item 2.  Exhibits.

    (4.1)         Rights  Agreement,  dated as of July 22,  1999,  between  MGIC
                  Investment  Corporation  and Firstar  Bank  Milwaukee,  N. A.,
                  which  includes  as  Exhibit  A  thereto  the  Form  of  Right
                  Certificate  and as Exhibit B thereto the Summary of Rights to
                  Purchase Common Shares.

                  All exhibits  required by the  instructions  to Item 2 will be
                  supplied to the New York Stock Exchange.












                                      -5-

<PAGE>




                                    SIGNATURE

         Pursuant to the  requirements of Section 12 of the Securities  Exchange
Act of 1934, the registrant  has duly caused this  registration  statement to be
signed on its behalf by the undersigned, thereto duly authorized.

                                    MGIC INVESTMENT CORPORATION


Date:  July 27, 1999                By:  /s/Jeffrey H. Lane
                                         --------------------------------------
                                          Jeffrey H. Lane
                                          Senior Vice President, General Counsel
                                             and Secretary













                                      -6-

<PAGE>





                           MGIC INVESTMENT CORPORATION
                                    FORM 8-A
                                  EXHIBIT INDEX


Exhibit                             Description
Number                              -----------
------

(4.1)    Rights  Agreement,  dated as of July 22, 1999,  between MGIC Investment
         Corporation  and  Firstar  Bank  Milwaukee,  N. A.,  which  includes as
         Exhibit  A  thereto  the Form of Right  Certificate  and as  Exhibit  B
         thereto the Summary of Rights to Purchase Common Shares.







                                      -7-









                           MGIC INVESTMENT CORPORATION


                                       and


                          FIRSTAR BANK MILWAUKEE, N. A.

                                  Rights Agent

                               -------------------

                                RIGHTS AGREEMENT

                            Dated as of July 22, 1999



<PAGE>





                                TABLE OF CONTENTS

Section 1.        Certain Definitions..........................................1

Section 2.        Appointment of Rights Agent..................................3

Section 3.        Issue of Right Certificates..................................3

Section 4.        Form of Right Certificates...................................5

Section 5.        Countersignature and Registration............................5

Section 6.        Transfer, Split Up, Combination and Exchange of 
                  Right Certificates; Mutilated, Destroyed, Lost
                  or Stolen Right Certificates.................................6

Section 7.        Exercise of Rights; Purchase Price; Expiration 
                  Date of Rights...............................................6

Section 8.        Cancellation and Destruction of Right Certificates...........8

Section 9.        Reservation and Availability of Common Shares................8

Section 10.       Common Shares Record Date....................................9

Section 11.       Adjustment of Purchase Price, Number of Shares
                  or Number of Rights..........................................9

Section 12.       Certificate of Adjusted Purchase Price or Number 
                  of Shares...................................................16

Section 13.       Consolidation, Merger, Share Exchange or Sale or
                  Transfer of Assets or Earning Power.........................16

Section 14.       Fractional Rights and Fractional Shares.....................18

Section 15.       Rights of Action............................................19

Section 16.       Agreement of Right Holders..................................19

Section 17.       Right Certificate Holder Not Deemed a Shareholder...........20

Section 18.       Concerning the Rights Agent.................................20

Section 19.       Merger
 or Consolidation or Change of Name of Rights Agent...21

Section 20.       Duties of Rights Agent......................................21

Section 21.       Change of Rights Agent......................................23

Section 22.       Issuance of New Right Certificates..........................24


                                      -i-

<PAGE>


Section 23.       Redemption..................................................24

Section 24.       Exchange....................................................25

Section 25.       Notice of Certain Events....................................26

Section 26.       Notices.....................................................27

Section 27.       Supplements and Amendments..................................27

Section 28.       Successors..................................................28

Section 29.       Benefits of this Agreement..................................28

Section 30.       Severability................................................28

Section 31.       Governing Law...............................................28

Section 32.       Counterparts................................................29

Section 33.       Descriptive Headings........................................29

Section 34.       Determinations and Actions by the Board of Directors........29



Exhibit A - Form of Right Certificate

Exhibit B - Summary of Rights to Purchase Common Shares


                                      -ii-

<PAGE>





                                RIGHTS AGREEMENT

         THIS  AGREEMENT,  dated as of July 22, 1999,  between  MGIC  INVESTMENT
CORPORATION,   a  Wisconsin  corporation  (the  "Company"),   and  FIRSTAR  BANK
MILWAUKEE, N. A., a national banking association (the "Rights Agent").

         WHEREAS,  the Board of  Directors  of the  Company has  authorized  and
declared a dividend of one common  share  purchase  right (a  "Right")  for each
Common Share (as  hereinafter  defined) of the Company  outstanding on August 9,
1999 (the "Record  Date")  payable on such date (the  "Payment  Date"),  and has
authorized  and  directed  the issuance of one Right with respect to each Common
Share that shall become outstanding  between the Record Date and the earliest of
the  Distribution  Date, the Redemption  Date and the Final  Expiration Date (as
such  terms are  hereinafter  defined),  each  Right  representing  the right to
purchase  one-half of one Common Share of the Company upon the terms and subject
to the conditions hereinafter set forth;

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
agreements herein set forth, the parties hereby agree as follows:


         Section 1. Certain  Definitions.  For purposes of this  Agreement,  the
following terms have the meanings indicated:

         (a)  "Acquiring  Person"  shall  mean  any  Person  (as  such  term  is
hereinafter  defined) who or which,  together with all Affiliates and Associates
(as such terms are hereinafter  defined) of such Person, shall be the Beneficial
Owner (as such term is hereinafter  defined) of 15% or more of the Common Shares
of the  Company  then  outstanding,  but  shall not  include  the  Company,  any
Subsidiary  (as such term is hereinafter  defined) of the Company,  any employee
benefit plan of the Company or any Subsidiary of the Company, any entity holding
Common  Shares for or  pursuant to the terms of any such plan,  or any  trustee,
administrator  or fiduciary of such a plan.  Notwithstanding  the foregoing,  no
Person  shall  become an  "Acquiring  Person" as a result of an  acquisition  of
Common  Shares  by  the  Company  which,   by  reducing  the  number  of  shares
outstanding,  increases the proportionate number of shares beneficially owned by
such Person to 15% or more of the Common Shares of the Company then outstanding;
provided,  however,  that if a Person would,  but for the  foregoing,  become an
Acquiring  Person by reason of share  purchases by the Company and shall,  after
such  share  purchases  by the  Company,  become  the  Beneficial  Owner  of any
additional  Common  Shares  of the  Company  at any time  that the  Person is or
thereby becomes the Beneficial  Owner of 15% or more of the Common Shares of the
Company then  outstanding  (other than Common Shares acquired solely as a result
of corporate action of the Company not caused,  directly or indirectly,  by such
Person),  then  such  Person  shall  be  deemed  to  be an  "Acquiring  Person".
Notwithstanding  the  foregoing,  if the  Board  of  Directors  of  the  Company
determines  in good  faith that a Person who would  otherwise  be an  "Acquiring
Person", as defined pursuant to the foregoing  provisions of this paragraph (a),
has  become  such  inadvertently,   and  such  Person  divests  as  promptly  as
practicable  a sufficient  number of Common  Shares so that such Person would no
longer be an "Acquiring Person," as defined pursuant to the foregoing provisions
of this  paragraph (a), then such Person shall not be deemed to be an "Acquiring
Person" for any purposes of this Agreement.




<PAGE>



         (b)  "Affiliate"  and  "Associate"  shall have the respective  meanings
ascribed to such terms in Rule 12b-2 of the General Rules and Regulations  under
the  Securities  Exchange Act of 1934, as amended (the  "Exchange  Act"),  as in
effect on the date of this Agreement.

         (c) A Person  shall be deemed  the  "Beneficial  Owner" of and shall be
deemed to "beneficially own" any securities:

                  (i) which such Person or any of such  Person's  Affiliates  or
         Associates beneficially owns, directly or indirectly;

                  (ii) which such Person or any of such  Person's  Affiliates or
         Associates  has (A)  the  right  to  acquire  (whether  such  right  is
         exercisable  immediately or only after the passage of time) pursuant to
         any  agreement,  arrangement  or  understanding  (other than  customary
         agreements with and between underwriters and selling group members with
         respect to a bona fide  public  offering  of  securities),  or upon the
         exercise of  conversion  rights,  exchange  rights,  rights (other than
         these Rights),  warrants or options, or otherwise;  provided,  however,
         that a Person  shall  not be  deemed  the  Beneficial  Owner  of, or to
         beneficially own,  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  exchange;  or (B) the right to vote  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 if the  agreement,  arrangement or  understanding  to
         vote such security (1) 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  of the  Exchange  Act and (2) is not also then
         reportable on Schedule 13D under the Exchange 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   (other  than  customary  agreements  with  and  between
         underwriters  and selling  group  members  with  respect to a bona fide
         public  offering of securities) for the purpose of, or with respect to,
         acquiring,  holding,  voting (except to the extent  contemplated by the
         proviso to Section  1(c)(ii)(B))  or disposing of any securities of the
         Company.

         Notwithstanding  anything in this definition of Beneficial Ownership to
the  contrary,  the phrase  "then  outstanding,"  when used with  reference to a
Person's  Beneficial  Ownership of  securities  of the  Company,  shall mean the
number of such securities  then issued and outstanding  together with the number
of such securities not then actually  issued and  outstanding  which such Person
would be deemed to own beneficially hereunder.


                                        2

<PAGE>




         (d) "Business  Day" shall mean any day other than a Saturday,  a Sunday
or a day on which banking  institutions in the State of Wisconsin are authorized
or obligated by law or executive order to close.

         (e)  "Close  of  business"  on any given  date  shall  mean 5:00  P.M.,
Milwaukee, Wisconsin time, on such date; provided, however, that if such date is
not a Business Day it shall mean 5:00 P.M.,  Milwaukee,  Wisconsin  time, on the
next succeeding Business Day.

         (f) "Common  Shares" when used with reference to the Company shall mean
the shares of common stock,  par value $1.00,  of the Company,  or shares having
equivalent rights,  privileges and preferences to common stock.  "Common Shares"
when used with  reference  to any Person  other than the Company  shall mean the
capital stock (or equivalent  equity interest) with the greatest voting power of
such other Person or, if such other Person is a  Subsidiary  of another  Person,
the Person or Persons which ultimately control such first-mentioned Person.

         (g)  "Distribution  Date"  shall have the  meaning set forth in Section
3(a) hereof.

         (h) "Final Expiration Date" shall have the meaning set forth in Section
7 hereof.

         (i) "Person"  shall mean any  individual,  firm,  corporation  or other
entity, and shall include any successor (by merger or otherwise) of such entity.

         (j)  "Redemption  Date"  shall have the  meaning set forth in Section 7
hereof.

         (k)  "Shares  Acquisition  Date"  shall  mean the first  date of public
announcement  (which,  for purposes of this definition,  shall include,  without
limitation,  a report  filed or  amended  pursuant  to Section  13(d)  under the
Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has
become such.

         (l)  "Subsidiary"  of any Person  shall mean any  corporation  or other
entity of which a majority of the voting power of the voting  equity  securities
or equity interest is owned, directly or indirectly, by such Person.

         Section 2. Appointment of Rights Agent. The Company hereby appoints the
Rights Agent to act as agent for the Company and the holders of the Rights (who,
in accordance with Section 3 hereof,  shall prior to the Distribution  Date also
be the holders of the Common Shares of the Company) in accordance with the terms
and conditions hereof, and the Rights Agent hereby accepts such appointment. The
Company  may from  time to time  appoint  such  co-Rights  Agents as it may deem
necessary or desirable.

         Section 3. Issue of Right Certificates.

         (a) Until the earlier of (i) the tenth day after the Shares Acquisition
Date or (ii) the tenth  Business Day (or such later date as may be determined by
action of the  Company's  Board of  Directors  prior to such time as any  Person
becomes an Acquiring  Person) after the date of the  commencement  of, or of the
first public  announcement of the intention of any Person to commence,  



                                       3

<PAGE>



a tender or exchange offer the  consummation of which would result in any Person
(other than the Company,  any  Subsidiary of the Company,  any employee  benefit
plan of the Company or of any  Subsidiary  of the  Company,  any entity  holding
Common  Shares for or  pursuant to the terms of any such plan,  or any  trustee,
administrator,  or fiduciary of such a plan)  becoming the  Beneficial  Owner of
Common  Shares of the Company  aggregating  15% or more of the then  outstanding
Common Shares (including in either case any such date which is after the date of
this  Agreement and prior to the Payment  Date;  the earlier of such dates being
herein referred to as the "Distribution Date";  provided,  however,  that if the
tenth day or Business Day, as the case may be, after the  pertinent  date occurs
before the Record Date, "Distribution Date" shall mean the Record Date), (x) the
Rights will be evidenced  (subject to the  provisions of Section 3(b) hereof) by
the certificates for Common Shares of the Company registered in the names of the
holders  thereof  (which   certificates   shall  also  be  deemed  to  be  Right
Certificates)  and not by  separate  Right  Certificates,  and (y) the  right to
receive Right  Certificates  will be  transferable  only in connection  with the
transfer  of Common  Shares of the  Company.  As soon as  practicable  after the
Distribution  Date, the Company will prepare and execute,  the Rights Agent will
countersign, and the Company will send or cause to be sent (and the Rights Agent
will, if requested, send) by first-class, insured, postage-prepaid mail, to each
record holder of Common Shares of the Company as of the close of business on the
Distribution  Date,  at the address of such  holder  shown on the records of the
Company, a Right  Certificate,  in substantially the form of Exhibit A hereto (a
"Right Certificate"),  evidencing one Right for each Common Share so held. As of
the  Distribution  Date,  the  Rights  will be  evidenced  solely by such  Right
Certificates.

         (b) The  Company has  prepared a Summary of Rights to  Purchase  Common
Shares,  attached as Exhibit B hereto (the "Summary of Rights"), a copy of which
is available free of charge from the Company.  With respect to certificates  for
Common  Shares of the  Company  outstanding  as of the  Record  Date,  until the
Distribution Date, the Rights will be evidenced by such certificates  registered
in the names of the holders thereof. Until the Distribution Date (or the earlier
of the Redemption Date or Final Expiration  Date), the surrender for transfer of
any certificate for Common Shares of the Company outstanding on the Record Date,
with or without a copy of the  Summary of Rights  attached  thereto,  shall also
constitute  the  transfer  of the  Rights  associated  with  the  Common  Shares
represented thereby.

         (c)   Certificates  for  Common  Shares  of  the  Company  that  become
outstanding (including,  without limitation,  certificates for reacquired Common
Shares  referred to in the last sentence of this paragraph (c) and  certificates
issued on the transfer of Common  Shares) after the Record Date but prior to the
earliest of the  Distribution  Date, the Redemption Date or the Final Expiration
Date shall have  impressed on,  printed on,  written on or otherwise  affixed to
them a legend in substantially the following form:

                  This certificate also evidences and entitles the holder hereof
         to  certain  rights as set  forth in a Rights  Agreement  between  MGIC
         Investment  Corporation and Firstar Bank Milwaukee,  N. A., dated as of
         July 22,  1999,  and as such  agreement  may be  amended  (the  "Rights
         Agreement"),  the  terms of which  are  hereby  incorporated  herein by
         reference  and a copy of  which is on file at the  principal  executive
         offices of MGIC Investment Corporation. Under certain circumstances, as
         set forth in the Rights  Agreement,  such Rights will be  evidenced  by
         separate   certificates  and  will  no  longer  be  evidenced  by  this
         certificate.  MGIC  Investment  Corporation  will mail to the holder of
         this  certificate a copy of the Rights  Agreement  without charge after
         receipt of a written request therefor.  Under certain circumstances set
         forth in the  Rights 


                                       4

<PAGE>


         Agreement,  Rights  issued to, or held by, an  Acquiring  Person or any
         Affiliate or Associate thereof (as such terms are defined in the Rights
         Agreement), whether held by such person or any subsequent holder, shall
         become null and void.

With respect to such  certificates  containing the foregoing  legend,  until the
Distribution  Date, the Rights associated with the Common Shares  represented by
such  certificates  shall  be  evidenced  by such  certificates  alone,  and the
surrender  for  transfer  of any such  certificate  shall  also  constitute  the
transfer of the Rights associated with the Common Shares represented thereby. In
the event that the Company  purchases  or acquires  any Common  Shares after the
Record Date but prior to the Distribution  Date, any Rights associated with such
Common  Shares shall be deemed  cancelled  and retired so that the Company shall
not be entitled to exercise any Rights  associated  with the Common Shares which
are no longer outstanding.

         Section 4. Form of Right Certificates.  The Right Certificates (and the
forms of election to purchase  Common  Shares and of assignment to be printed on
the reverse thereof) shall be substantially the same as Exhibit A hereto and may
have such marks of identification or designation and such legends,  summaries or
endorsements  printed thereon as the Company may deem appropriate and as are not
inconsistent  with the  provisions of this  Agreement,  or as may be required to
comply with any  applicable  law or with any rule or  regulation  made  pursuant
thereto or with any rule or regulation of any stock exchange on which the Rights
may  from  time to time be  listed,  or to  conform  to  usage.  Subject  to the
provisions  of Section 22  hereof,  the Right  Certificates  shall  entitle  the
holders  thereof to purchase  such number of Common Shares as shall be set forth
therein at the purchase price per Common Share set forth therein, but the amount
and type of securities purchasable upon exercise of each Right and such purchase
price shall be subject to adjustment as provided herein.

         Section 5. Countersignature and Registration.

         (a) The Right  Certificates  shall be executed on behalf of the Company
by its Chairman of the Board,  Chief  Executive  Officer,  President or any Vice
President either manually or by facsimile signature,  shall have affixed thereto
the  Company's  seal or a  facsimile  thereof,  and  shall  be  attested  by the
Treasurer,  an Assistant  Treasurer,  the Secretary or an Assistant Secretary of
the Company,  either manually or by facsimile signature.  The Right Certificates
shall be manually  countersigned  by the Rights Agent and shall not be valid for
any purpose unless  countersigned.  In case any officer of the Company who shall
have signed any of the Right  Certificates shall cease to be such officer of the
Company before countersignature by the Rights Agent and issuance and delivery by
the Company, such Right Certificates,  nevertheless, may be countersigned by the
Rights  Agent and issued and  delivered  by the Company  with the same force and
effect as though the person who signed such Right Certificates had not ceased to
be such  officer  of the  Company;  and any Right  Certificate  may be signed on
behalf of the Company by any person who, at the actual date of the  execution of
such Right  Certificate,  shall be a proper  officer of the Company to


                                       5

<PAGE>



sign such  Right  Certificate,  although  at the date of the  execution  of this
Rights Agreement any such person was not such an officer.

         (b)  Following  the  Distribution  Date,  the Rights Agent will keep or
cause to be kept, at its principal  office,  books for registration and transfer
of the Right Certificates issued hereunder.  Such books shall show the names and
addresses of the  respective  holders of the Right  Certificates,  the number of
Rights  evidenced on its face by each of the Right  Certificates and the date of
each of the Right Certificates.

         Section  6.  Transfer,  Split Up,  Combination  and  Exchange  of Right
Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates.

         (a) Subject to the  provisions of Section 14 hereof,  at any time after
the close of business on the Distribution  Date, and at or prior to the close of
business on the earlier of the Redemption Date or the Final Expiration Date, any
Right  Certificate  or  Right   Certificates   (other  than  Right  Certificates
representing  Rights that have become void pursuant to Section  11(a)(ii) hereof
or that have been exchanged  pursuant to Section 24 hereof) may be  transferred,
split  up,  combined  or  exchanged  for  another  Right  Certificate  or  Right
Certificates,  entitling  the  registered  holder to  purchase a like  number of
Common Shares as the Right  Certificate or Right  Certificates  surrendered then
entitled such holder to purchase.  Any registered  holder  desiring to transfer,
split up, combine or exchange any Right Certificate or Right  Certificates shall
make such request in writing  delivered to the Rights Agent, and shall surrender
the  Right  Certificate  or Right  Certificates  to be  transferred,  split  up,
combined or exchanged at the principal office of the Rights Agent. Thereupon the
Rights  Agent shall  countersign  and deliver to the person  entitled  thereto a
Right  Certificate or Right  Certificates,  as the case may be, as so requested.
The  Company  may  require  payment  of a sum  sufficient  to  cover  any tax or
governmental  charge that may be imposed in connection with any transfer,  split
up, combination or exchange of Right Certificates.

         (b) Upon  receipt  by the  Company  and the  Rights  Agent of  evidence
reasonably satisfactory to them of the loss, theft, destruction or mutilation of
a Right Certificate and, in case of loss, theft or destruction,  of indemnity or
security  reasonably  satisfactory  to  them,  and,  at the  Company's  request,
reimbursement  to the Company and the Rights  Agent of all  reasonable  expenses
incidental  thereto,  and upon surrender to the Rights Agent and cancellation of
the Right  Certificate  if  mutilated,  the Company  will make and deliver a new
Right  Certificate  of like  tenor  to the  Rights  Agent  for  delivery  to the
registered holder in lieu of the Right Certificate so lost, stolen, destroyed or
mutilated.

         Section 7.  Exercise  of Rights;  Purchase  Price;  Expiration  Date of
Rights.

         (a) As provided  herein,  each Right shall be  exercisable  to purchase
one-half of one Common  Share,  subject to further  adjustment.  The  registered
holder of any Right  Certificate  may  exercise  the  Rights  evidenced  thereby
(except as otherwise  provided herein) in whole or in part at any time after the
Distribution  Date upon  surrender  of the Right  Certificate,  with the form of
election to purchase on the reverse side thereof  duly  executed,  to the Rights
Agent at the principal office of the Rights Agent,  together with payment of the
Purchase Price for each Common Share as


                                       6

<PAGE>



to which the Rights are exercised,  at or prior to the earliest of (i) the close
of business  on July 22,  2009,  subject to  extension  (the  "Final  Expiration
Date"), (ii) the time at which the Rights are redeemed as provided in Section 23
hereof  (the  "Redemption  Date"),  and (iii) the time at which such  Rights are
exchanged  as  provided  in Section 24 hereof;  provided,  however,  that if the
number of Rights  exercised  would  entitle  the holder  thereof to receive  any
fraction of a Common Share  greater than  one-half of a Common  Share,  then the
holder  thereof shall not be entitled to exercise such Rights unless such holder
concurrently  purchases  from the Company  (and in such event the Company  shall
sell to such  holder),  at a price  in  proportion  to the  Purchase  Price,  an
additional  fraction of a Common Share which, when added to the number of Common
Shares to be  received  upon such  exercise,  will equal an  integral  number of
Common Shares.

         (b) The  Purchase  Price for each full  Common  Share  pursuant  to the
exercise  of a Right shall  initially  be $225  (equivalent  to $112.50 for each
one-half of one Common Share),  shall be subject to adjustment from time to time
as provided in Sections 11 and 13 hereof and shall be payable in lawful money of
the  United  States of  America  in  accordance  with  paragraph  (c) below (the
"Purchase Price").

         (c)  Upon  receipt  of a  Right  Certificate  representing  exercisable
Rights,  with the form of election to purchase  duly  executed,  accompanied  by
payment of the  Purchase  Price for the  Common  Shares to be  purchased  and an
amount equal to any applicable transfer tax required to be paid by the holder of
such Right  Certificate in accordance with Section 9 hereof, as set forth below,
the Rights  Agent shall  thereupon  promptly (i)  requisition  from any transfer
agent of the Common  Shares  certificates  for the number of Common Shares to be
purchased and the Company  hereby  irrevocably  authorizes its transfer agent to
comply  with all such  requests,  (ii) when  appropriate,  requisition  from the
Company the amount of cash to be paid in lieu of issuance of  fractional  Common
Shares in  accordance  with  Section  14  hereof,  (iii)  after  receipt of such
certificates,  cause  the  same to be  delivered  to or upon  the  order  of the
registered holder of such Right Certificate, registered in such name or names as
may be  designated  by such  holder and (iv) when  appropriate,  after  receipt,
deliver  such cash to or upon the order of the  registered  holder of such Right
Certificate.  The payment of the  Purchase  Price (as such amount may be reduced
pursuant  to  Section  11(a)(iii)  hereof)  shall  be made by  certified  check,
cashier's check,  bank draft or money order payable to the order of the Company,
except  that,  if so  provided by the Board of  Directors  of the  Company,  the
payment of the Purchase Price  following the  occurrence of a Section  11(a)(ii)
Event (as  hereinafter  defined) and until the first  occurrence of a Section 13
Event (as  hereinafter  defined)  may be made wholly or in part by delivery of a
certificate or  certificates  (with  appropriate  stock powers executed in blank
attached  thereto)  evidencing a number of Common Shares of the Company equal to
the then Purchase Price divided by the closing price (as determined  pursuant to
Section  11(d)  hereof)  per Common  Share on the  Trading  Day (as such term is
hereinafter  defined)  immediately  preceding the date of such exercise.  If the
Company is obligated to issue other  securities of the Company,  pay cash and/or
distribute  other  property  pursuant to Section 11(a) hereof,  the Company will
make all arrangements necessary so that such other securities, cash and/or other
property  are  available  for  distribution  by the  Rights  Agent,  if and when
appropriate.

         (d) In case  the  registered  holder  of any  Right  Certificate  shall
exercise less than all the Rights  evidenced  thereby,  a new Right  Certificate
evidencing Rights equivalent to the Rights


                                       7

<PAGE>



remaining  unexercised  shall be issued by the  Rights  Agent to the  registered
holder of such Right Certificate or to his duly authorized  assigns,  subject to
the provisions of Section 14 hereof.

         (e) Notwithstanding anything in this Agreement to the contrary, neither
the Rights  Agent nor the  Company  shall be  obligated  to take any action with
respect to a registered holder of a Right Certificate upon the occurrence of any
purported transfer, assignment or exercise as set forth in this Section 7 unless
such  registered  holder  shall have (i)  completed  and signed the  certificate
following  the form of  assignment  or  election  to  purchase  set forth on the
reverse of the Right  Certificate  surrendered for such transfer,  assignment or
exercise,  and (ii)  provided  such  additional  evidence of the identity of the
Beneficial  Owner (or  former  Beneficial  Owner) or  Affiliates  or  Associates
thereof as the Company shall reasonably request.

         Section 8.  Cancellation  and  Destruction of Right  Certificates.  All
Right Certificates surrendered for the purpose of exercise,  transfer, split up,
combination  or exchange  shall,  if surrendered to the Company or to any of its
agents,  be delivered to the Rights Agent for cancellation or in cancelled form,
or if  surrendered  to the Rights Agent,  shall be cancelled by it, and no Right
Certificates  shall be issued in lieu thereof  except as expressly  permitted by
any of the provisions of this Rights Agreement. The Company shall deliver to the
Rights  Agent for  cancellation  and  retirement,  and the Rights Agent shall so
cancel and retire,  any other  Right  Certificate  purchased  or acquired by the
Company otherwise than upon the exercise thereof. The Rights Agent shall deliver
all cancelled Right Certificates to the Company or shall, at the written request
of the Company,  destroy such  cancelled  Right  Certificates,  and in such case
shall deliver a certificate of destruction thereof to the Company.

         Section 9. Reservation and Availability of Common Shares.

         (a) The Company  covenants and agrees that it will cause to be reserved
and kept  available  out of its  authorized  and unissued  Common  Shares or any
authorized  and issued  Common  Shares held in its treasury the number of Common
Shares that will be sufficient to permit the exercise in full of all outstanding
Rights in accordance with Section 7.

         (b) So long as the Common  Shares  issuable upon the exercise of Rights
may be listed on any national  securities  exchange,  the Company  shall use its
best  efforts  to  cause,  from  and  after  such  time  as  the  Rights  become
exercisable,  all Common Shares  reserved for such issuance to be listed on such
exchange upon official notice of issuance upon such exercise.

         (c) The Company  covenants and agrees that it will take all such action
as may be necessary to ensure that all Common Shares  delivered upon exercise of
Rights  shall,  at the time of  delivery  of the  certificates  for such  shares
(subject to payment of the Purchase Price),  be duly and validly  authorized and
issued and fully paid and nonassessable  shares (except as otherwise provided by
any corporation law applicable to the Company).

         (d) The Company further  covenants and agrees that it will pay when due
and payable any and all federal and state  transfer  taxes and charges which may
be payable in respect of the issuance or delivery of the Right  Certificates  or
of any Common  Shares  upon the  exercise  of 


                                       8

<PAGE>


Rights.  The Company  shall not,  however,  be required to pay any  transfer tax
which  may  be  payable  in  respect  of  any  transfer  or  delivery  of  Right
Certificates to a person other than, or the issuance or delivery of certificates
for the Common Shares in a name other than that of, the registered holder of the
Right Certificate  evidencing Rights  surrendered for exercise or to issue or to
deliver any certificates for Common Shares upon the exercise of any Rights until
any such tax shall  have been paid (any such tax being  payable by the holder of
such  Right  Certificate  at the  time  of  surrender)  or  until  it  has  been
established to the Company's reasonable satisfaction that no such tax is due.

         Section 10. Common  Shares  Record Date.  Each person in whose name any
certificate  for Common  Shares is issued upon the  exercise of Rights shall for
all purposes be deemed to have become the holder of record of the Common  Shares
represented thereby on, and such certificate shall be dated, the date upon which
the Right Certificate evidencing such Rights was duly surrendered and payment of
the  Purchase  Price (and any  applicable  transfer  taxes) was made;  provided,
however, that if the date of such surrender and payment is a date upon which the
Common  Shares  transfer  books of the Company are closed,  such person shall be
deemed to have become the record holder of such shares on, and such  certificate
shall be dated,  the next  succeeding  Business  Day on which the Common  Shares
transfer books of the Company are open.

         Section 11. Adjustment of Purchase Price, Number of Shares or Number of
Rights.  The Purchase  Price,  the number of Common Shares covered by each Right
and the number of Rights outstanding are subject to adjustment from time to time
as provided in this Section 11.

                  (a) (i) In the event the  Company  shall at any time after the
         date of this  Agreement  (A)  declare a dividend  on the Common  Shares
         payable in Common Shares,  (B) subdivide the outstanding Common Shares,
         (C)  combine the  outstanding  Common  Shares into a smaller  number of
         Common  Shares  or (D)  issue  any  shares  of its  capital  stock in a
         reclassification   of   the   Common   Shares   (including   any   such
         reclassification  in connection with a consolidation or merger in which
         the Company is the  continuing  or  surviving  corporation),  except as
         otherwise  provided in this Section 11(a), the Purchase Price in effect
         at the time of the record date for such  dividend  or of the  effective
         date of such  subdivision,  combination  or  reclassification,  and the
         number and kind of shares of capital stock issuable on such date, shall
         be  proportionately  adjusted so that the holder of any Right exercised
         after such time shall be entitled to receive the  aggregate  number and
         kind of shares of capital stock which, if such Right had been exercised
         immediately  prior to such  date and at a time when the  Common  Shares
         transfer  books of the Company were open,  such holder would have owned
         upon such  exercise  and been  entitled  to  receive  by virtue of such
         dividend,  subdivision,  combination  or  reclassification;   provided,
         however,  that in no event shall the  consideration to be paid upon the
         exercise  of one  Right be less  than the  aggregate  par  value of the
         shares of capital  stock of the Company  issuable  upon exercise of one
         Right. If an event occurs which would require an adjustment  under both
         Section 11(a)(i) and Section 11(a)(ii),  the 


                                       9

<PAGE>


         adjustment  provided for in this Section  11(a)(i) shall be in addition
         to, and shall be made prior to, any  adjustment  required  pursuant  to
         Section 11(a)(ii).

                  (ii) Subject to Section 24 of this Agreement, in the event any
         Person  shall become an Acquiring  Person,  other than  pursuant to any
         transaction  set forth in Section  13(a),  each holder of a Right shall
         thereafter  have a right to receive,  upon exercise  thereof at a price
         equal to two  times the then  current  Purchase  Price per full  Common
         Share  multiplied  by the number of Common  Shares for which a Right is
         then exercisable,  in accordance with the terms of this Agreement, such
         number  of Common  Shares  of the  Company  as shall  equal the  result
         obtained by (x) multiplying  two times the then current  Purchase Price
         per full Common Share by the number of Common  Shares for which a Right
         is then  exercisable  and dividing  that product by (y) 50% of the then
         current  per share  market  price of the Common  Shares of the  Company
         (determined pursuant to Section 11(d)) on the date the Person became an
         Acquiring Person (such number of shares, the "Adjustment Shares").

                  From and after  such  time as a Person  becomes  an  Acquiring
         Person (a  "Section  11(a)(ii)  Event"),  any  Rights  that are or were
         acquired  or  beneficially  owned  by  such  Acquiring  Person  (or any
         Associate or Affiliate of such Acquiring  Person) shall be void and any
         holder of such Rights shall  thereafter  have no right to exercise such
         Rights under any  provision  of this  Agreement.  No Right  Certificate
         shall  be  issued  pursuant  to  Section  3  that   represents   Rights
         beneficially  owned by an  Acquiring  Person whose Rights would be void
         pursuant  to the  preceding  sentence  or any  Associate  or  Affiliate
         thereof;  no Right  Certificate  shall be  issued  at any time upon the
         transfer of any Rights to an  Acquiring  Person  whose  Rights would be
         void pursuant to the  preceding  sentence or any Associate or Affiliate
         thereof  or to any  nominee  of such  Acquiring  Person,  Associate  or
         Affiliate;  and any Right Certificate delivered to the Rights Agent for
         transfer to an Acquiring  Person whose Rights would be void pursuant to
         the preceding  sentence  shall be cancelled.  The Company shall use all
         reasonable  efforts to ensure that the provisions of this paragraph are
         complied  with,  but shall  have no  liability  to any  holder of Right
         Certificates  or other  Person as a result of its  failure  to make any
         determinations  with respect to an Acquiring  Person or its Affiliates,
         Associates or transferees hereunder.

                  (iii) In the event that there shall not be  sufficient  Common
         Shares of the Company  issued but not  outstanding  or  authorized  but
         unissued  (and not reserved  for issuance for purposes  other than upon
         exercise of the Rights) to permit the exercise in full of the Rights in
         accordance with the foregoing subparagraph (ii), the Company shall: (A)
         determine the excess of (1) the value of the Adjustment Shares issuable
         upon  the  exercise  of a Right  (the  "Current  Value")  over  (2) the
         Purchase  Price  payable with respect to such Right (such  excess,  the
         "Spread"),  and (B) with respect to each Right, make adequate provision
         to substitute for the Adjustment Shares, upon payment of the applicable
         Purchase Price,  (1) cash, (2) a reduction in the Purchase  Price,  (3)
         Common  Shares or other equity  securities  of the Company  (including,
         without limitation,  shares, or units of shares, of preferred stock, if
         any, 



                                       10

<PAGE>


         which the Board of Directors of the Company has deemed to have the same
         value as Common  Shares and which,  in the  written  opinion of counsel
         addressed  to  such  Board,   may  be  issued  without   violating  the
         representation  in the sixth paragraph under the caption  "Amendment of
         Articles  of  Incorporation  to  Authorize   Preferred  Stock"  in  the
         Company's  Proxy  Statement for its 1998 Annual Meeting of Shareholders
         (such shares of  preferred  stock,  hereinafter  referred to as "common
         stock  equivalents")),  (4) debt  securities of the Company,  (5) other
         assets or (6) any  combination  of the  foregoing,  having an aggregate
         value equal to the Current Value,  where such aggregate  value has been
         determined  by the Board of  Directors  of the  Company  based upon the
         advice of a nationally  recognized  investment banking firm selected by
         the  Board of  Directors  of the  Company;  provided,  however,  if the
         Company  shall not have made adequate  provision to substitute  for the
         Adjustment  Shares pursuant to clause (B) above within thirty (30) days
         following  the  occurrence of a Section  11(a)(ii)  Event (the "Section
         11(a)(ii)  Trigger  Date"),  then the  Company  shall be  obligated  to
         deliver,  upon  the  surrender  for  exercise  of a Right  and  without
         requiring  payment of any portion of the Purchase Price,  Common Shares
         (to the extent  available) and then, if necessary,  cash,  which shares
         and/or cash have an aggregate  value equal to the Spread.  If the Board
         of  Directors of the Company  shall  determine in good faith that it is
         likely that sufficient additional Common Shares might be authorized for
         issuance for exercise in full of the Rights, the thirty (30) day period
         set forth above may be extended to the extent  necessary,  but not more
         than ninety  (90) days after the Section  11(a)(ii)  Trigger  Date,  in
         order  that  the  Company  may  seek   shareholder   approval  for  the
         authorization  of such  additional  shares (such  period,  as it may be
         extended,  the "Substitution  Period").  To the extent that the Company
         determines  that some action need be taken pursuant to the first and/or
         second  sentences  of this  Section  11(a)(iii),  the Company (x) shall
         provide,  subject to the last  paragraph of Section  11(a)(ii)  hereof,
         that such action shall apply uniformly to all outstanding  Rights,  and
         (y) may suspend the  exercisability  of the Rights until the expiration
         of the  Substitution  Period to seek any  authorization  of  additional
         shares and/or to decide the appropriate form of distribution to be made
         pursuant to such first sentence and to determine the value thereof.  In
         the event of any such  suspension,  the  Company  shall  issue a public
         announcement  stating  that the  exercisability  of the Rights has been
         temporarily suspended, as well as a public announcement at such time as
         the  suspension  is no longer in effect.  For  purposes of this Section
         11(a)(iii),  the value of the Common  Shares  shall be the  current per
         share market price (as determined  pursuant to Section 11(d) hereof) of
         the Common Shares on the Section  11(a)(ii)  Trigger Date and the value
         of any "common stock equivalent" shall be deemed to have the same value
         as the Common Shares on such date.

         (b) In case the  Company  shall fix a record  date for the  issuance of
rights,  options or warrants to all holders of Common Shares entitling them (for
a period  expiring  within 45 calendar days after such record date) to subscribe
for or purchase Common Shares (or securities  convertible into Common Shares) at
a price per Common Share (or having a conversion  price per share, if a security
convertible  into Common  Shares)  less than the then  current per share  market
price of the Common  Shares (as defined in Section  11(d)) on such record  date,
the Purchase Price to be in effect after such record date shall be determined by
multiplying the Purchase Price in effect  immediately  prior to such record date
by a  fraction,  the  numerator  of which  shall be the number of Common  Shares
outstanding  on such  record  date plus the  number of Common  Shares  which the


                                       11

<PAGE>



aggregate  offering  price of the total number of Common Shares so to be offered
(and/or the aggregate initial conversion price of the convertible  securities so
to be offered) would  purchase at such current market price and the  denominator
of which shall be the number of Common  Shares  outstanding  on such record date
plus the number of additional  Common Shares to be offered for  subscription  or
purchase  (or  into  which  the  convertible  securities  so to be  offered  are
initially  convertible);   provided,   however,  that  in  no  event  shall  the
consideration  to be paid  upon  the  exercise  of one  Right  be less  than the
aggregate par value of the shares of capital stock of the Company  issuable upon
exercise  of one  Right.  In  case  such  subscription  price  may be  paid in a
consideration part or all of which shall be in a form other than cash, the value
of such  consideration  shall be as  determined  in good  faith by the  Board of
Directors of the Company,  whose determination shall be described in a statement
filed with the Rights  Agent.  Common Shares owned by or held for the account of
the  Company  shall  not be  deemed  outstanding  for the  purpose  of any  such
computation.  Such adjustment shall be made successively  whenever such a record
date is fixed; and in the event that such rights, options or warrants are not so
issued,  the  Purchase  Price shall be adjusted to be the  Purchase  Price which
would then be in effect if such record date had not been fixed.

         (c) In case the  Company  shall fix a record  date for the  making of a
distribution   to  all  holders  of  the  Common  Shares   (including  any  such
distribution  made in  connection  with a  consolidation  or merger in which the
Company is the continuing or surviving corporation) of evidences of indebtedness
or assets (other than a regular  quarterly cash dividend (it is understood  that
without creating any implication that an increase of more than such amount would
cause a dividend to fail to satisfy such standard,  an increase of not to exceed
one cent per share,  appropriately  adjusted to reflect any stock  split,  stock
dividend of similar transaction  occuring after the date hereof, shall not cause
a dividend not to be a regular quarterly cash dividend) or a dividend payable in
Common Shares) or subscription  rights or warrants  (excluding those referred to
in Section  11(b)),  the  Purchase  Price to be in effect after such record date
shall be  determined by  multiplying  the Purchase  Price in effect  immediately
prior to such  record date by a fraction,  the  numerator  of which shall be the
then current per share market price of the Common  Shares (as defined in Section
11(d)) on such record date,  less the fair market value (as  determined  in good
faith by the Board of  Directors of the Company,  whose  determination  shall be
described  in a  statement  filed with the Rights  Agent) of the  portion of the
assets or evidences of indebtedness so to be distributed or of such subscription
rights or warrants  applicable to one Common Share and the  denominator of which
shall be such  current per share market  price of the Common  Shares;  provided,
however,  that in no event shall the  consideration to be paid upon the exercise
of one Right be less than the aggregate par value of the shares of capital stock
of the Company to be issued upon exercise of one Right.  Such adjustments  shall
be made successively whenever such a record date is fixed; and in the event that
such  distribution is not so made, the Purchase Price shall again be adjusted to
be the Purchase  Price which would then be in effect if such record date had not
been fixed.

         (d) For the purpose of any  computation  hereunder,  the  "current  per
share market  price" of the Common  Shares on any date shall be deemed to be the
average of the daily  closing  prices per  Common  Share for the 30  consecutive
Trading Days (as such term is  hereinafter  defined)  immediately  prior to such
date;  provided,  however,  that in the event that the current per share  market
price  of the  Common  Shares  is  determined  during  a  period  following  the
announcement  by  the  issuer  of  such  Common  Shares  of  (i) a  dividend  or
distribution  on such  Common  Shares  payable  in Common  Shares or  securities
convertible  into  Common  Shares,  or  (ii)  any  subdivision,  combination  or
reclassification of Common Shares and prior to the expiration of 


                                       12

<PAGE>



30 Trading Days after the ex-dividend date for such dividend or distribution, or
the record date for such subdivision, combination or reclassification, then, and
in each such case,  the current per share  market  price shall be  appropriately
adjusted to reflect the current market price per Common Share. The closing price
for each  Trading Day shall be the last sale price,  regular way, or, in case no
such sale takes  place on such day,  the  average of the  closing  bid and asked
prices,  regular way, in either case as reported in the  principal  consolidated
transaction  reporting  system with respect to securities  listed or admitted to
trading on the New York Stock  Exchange or, if the Common  Shares are not listed
or  admitted  to trading  on the New York Stock  Exchange,  as  reported  in the
principal  consolidated  transaction reporting system with respect to securities
listed on the principal national  securities exchange on which the Common Shares
are listed or  admitted  to trading  or, if the Common  Shares are not listed or
admitted to trading on any national securities  exchange,  the last quoted price
or, if not so quoted,  the  average of the high bid and low asked  prices in the
over-the-counter  market, as reported by the National  Association of Securities
Dealers,  Inc. Automated  Quotations System ("Nasdaq") or such other system then
in use,  or, if on any such date the  Common  Shares  are not quoted by any such
organization,  the average of the closing bid and asked prices as furnished by a
professional  market maker making a market in the Common Shares  selected by the
Board of Directors of the Company.  The term  "Trading  Day" shall mean a day on
which the principal national  securities exchange on which the Common Shares are
listed or admitted to trading is open for the transaction of business or, if the
Common  Shares are not listed or admitted to trading on any national  securities
exchange, a Business Day.

         (e) No adjustment in the Purchase  Price shall be required  unless such
adjustment  would require an increase or decrease of at least 1% in the Purchase
Price;  provided,  however, that any adjustments which by reason of this Section
11(e) are not  required  to be made  shall be  carried  forward  and taken  into
account in any subsequent  adjustment.  All  calculations  under this Section 11
shall be made to the nearest cent or to the nearest ten-thousandth of a share as
the case may be.  Notwithstanding  the first sentence of this Section 11(e), any
adjustment  required by this  Section 11 shall be made no later than the earlier
of (i)  three  years  from  the  date of the  transaction  which  requires  such
adjustment  or (ii) the date of the  expiration  of the  right to  exercise  any
Rights.

         (f) If, as a result of an adjustment  made  pursuant to Section  11(a),
the holder of any Right  thereafter  exercised  shall become entitled to receive
any shares of capital stock of the Company other than Common Shares,  thereafter
the number of such other shares so  receivable  upon exercise of any Right shall
be  subject to  adjustment  from time to time in a manner and on terms as nearly
equivalent as practicable  to the  provisions  with respect to the Common Shares
contained  in Section  11(a)  through  (c),  inclusive,  and the  provisions  of
Sections 7, 9, 10 and 13 with  respect to the Common  Shares shall apply on like
terms to any such other shares.

         (g) All  Rights  originally  issued by the  Company  subsequent  to any
adjustment  made to the Purchase  Price  hereunder  shall  evidence the right to
purchase,   at  the  adjusted  Purchase  Price,  the  number  of  Common  Shares
purchasable from time to time hereunder upon exercise of the Rights, all subject
to further adjustment as provided herein.


                                       13

<PAGE>




         (h) Unless the Company shall have exercised its election as provided in
Section  11(i),  upon each  adjustment of the Purchase  Price as a result of the
calculations made in Section 11(b) and (c), each Right  outstanding  immediately
prior to the making of such adjustment  shall  thereafter  evidence the right to
purchase,  at  the  adjusted  Purchase  Price,  that  number  of  Common  Shares
(calculated  to the nearest  ten-thousandth  of a Common Share)  obtained by (i)
multiplying (x) the number of Common Shares covered by a Right immediately prior
to this adjustment by (y) the Purchase Price in effect immediately prior to such
adjustment  of the Purchase  Price and (ii)  dividing the product so obtained by
the Purchase Price in effect  immediately  after such adjustment of the Purchase
Price.

         (i) The Company may elect on or after the date of any adjustment of the
Purchase  Price  to  adjust  the  number  of  Rights,  in  substitution  for any
adjustment  in the number of Common  Shares  purchasable  upon the exercise of a
Right.  Each of the Rights  outstanding  after such  adjustment of the number of
Rights shall be  exercisable  for the number of Common  Shares for which a Right
was exercisable immediately prior to such adjustment.  Each Right held of record
prior to such  adjustment  of the number of Rights  shall  become that number of
Rights (calculated to the nearest one  ten-thousandth)  obtained by dividing the
Purchase Price in effect  immediately  prior to adjustment of the Purchase Price
by the Purchase  Price in effect  immediately  after  adjustment of the Purchase
Price.  The Company shall make a public  announcement  of its election to adjust
the number of Rights,  indicating  the record date for the  adjustment,  and, if
known at the time, the amount of the adjustment to be made. This record date may
be the date on which the Purchase Price is adjusted or any day thereafter,  but,
if the Right Certificates have been issued, shall be at least 10 days later than
the date of the public  announcement.  If Right  Certificates  have been issued,
upon each adjustment of the number of Rights pursuant to this Section 11(i), the
Company shall, as promptly as practicable, cause to be distributed to holders of
record of Right Certificates on such record date Right Certificates  evidencing,
subject to Section 14 hereof,  the additional Rights to which such holders shall
be entitled as a result of such  adjustment,  or, at the option of the  Company,
shall cause to be  distributed  to such  holders of record in  substitution  and
replacement for the Right Certificates held by such holders prior to the date of
adjustment,  and upon surrender thereof,  if required by the Company,  new Right
Certificates  evidencing  all the Rights to which such holders shall be entitled
after such adjustment.  Right Certificates so to be distributed shall be issued,
executed  and  countersigned  in the  manner  provided  for  herein and shall be
registered  in the names of the holders of record of Right  Certificates  on the
record date specified in the public announcement.

         (j)  Irrespective  of any adjustment or change in the Purchase Price or
the number of Common Shares issuable upon the exercise of the Rights,  the Right
Certificates  theretofore  and  thereafter  issued may  continue  to express the
Purchase  Price and the  number of Common  Shares  which were  expressed  in the
initial Right Certificates issued hereunder.

         (k) Before  taking any action that would cause an  adjustment  reducing
the Purchase  Price below the par value,  if any, of the Common Shares  issuable
upon exercise of the Rights,  the Company shall take any corporate  action which
may, in the opinion of its  counsel,  be necessary in order that the Company may
validly and  legally  issue fully paid and  nonassessable  


                                       14

<PAGE>



(except as otherwise  provided by any corporation law applicable to the Company)
Common Shares at such adjusted Purchase Price.

         (l) In any  case  in  which  this  Section  11  shall  require  that an
adjustment  in the  Purchase  Price be made  effective as of a record date for a
specified  event,  the Company may elect to defer until the  occurrence  of such
event the issuing to the holder of any Right exercised after such record date of
the Common Shares and other capital stock or securities of the Company,  if any,
issuable upon such exercise over and above the number of Common Shares and other
capital stock or securities of the Company,  if any, issuable upon such exercise
on the basis of the Purchase Price in effect prior to such adjustment; provided,
however,  that the  Company  shall  deliver  to such  holder a due bill or other
appropriate instrument evidencing such holder's right to receive such additional
shares upon the occurrence of the event requiring such adjustment.

         (m) Anything in this Section 11 to the  contrary  notwithstanding,  the
Company  shall be entitled to make such  reductions  in the Purchase  Price,  in
addition to those adjustments  expressly  required by this Section 11, as and to
the extent that it in its sole  discretion  shall  determine  to be advisable in
order that any  consolidation  or  subdivision  of the Common  Shares,  issuance
wholly  for cash of any Common  Shares at less than the  current  market  price,
issuance wholly for cash of Common Shares or securities which by their terms are
convertible into or exchangeable  for Common Shares,  dividends on Common Shares
payable in Common Shares or issuance of rights,  options or warrants referred to
in Section 11(b),  hereafter made by the Company to holders of its Common Shares
shall not be taxable to such shareholders.

         (n) The  Company  covenants  and agrees  that it shall not, at any time
after the earlier of the Distribution  Date or the Shares  Acquisition Date, (i)
consolidate  with any other Person  (other than a Subsidiary of the Company in a
transaction  which complies with Section 11(o) hereof),  (ii) merge with or into
any other Person (other than a Subsidiary of the Company in a transaction  which
complies  with  Section  11(o)  hereof),  (iii) sell or transfer  (or permit any
Subsidiary  to sell or  transfer),  in one  transaction,  or a series of related
transactions, assets or earning power aggregating more than 50% of the assets or
earning  power of the  Company  and its  Subsidiaries  (taken as a whole) to any
other Person or Persons (other than the Company  and/or any of its  Subsidiaries
in one or more transactions each of which complies with Section 11(o) hereof) or
(iv)  consummate a share  exchange with any other  Person,  if at the time of or
immediately after such  consolidation,  merger, sale or share exchange (A) there
are any rights,  warrants or other  instruments  or  securities  outstanding  or
agreements in effect which would  substantially  diminish or otherwise eliminate
the benefits intended to be afforded by the Rights, (B) prior to, simultaneously
with or immediately after such consolidation, merger, sale or share exchange the
shareholders of the Person who constitute,  or would constitute,  the "Principal
Party" for purposes of Section 13(a) hereof shall have  received a  distribution
of  Rights  previously  owned  by  such  Person  or any of  its  Affiliates  and
Associates  or (C) the form or nature of  organization  of the  Principal  Party
would preclude or limit the exercisability of the Rights.

         (o) The Company covenants and agrees that, after the Distribution Date,
it will not, except as permitted by Section 23, Section 24 or Section 27 hereof,
take (or permit any Subsidiary to take) any action if at the time such action is
taken it is reasonably  foreseeable that 


                                       15

<PAGE>



such action will  diminish  substantially  or otherwise  eliminate  the benefits
intended to be afforded by the Rights.

         Section 12. Certificate of Adjusted Purchase Price or Number of Shares.
Whenever an  adjustment  is made as  provided in Sections 11 and 13 hereof,  the
Company shall promptly (a) prepare a certificate  setting forth such adjustment,
and a brief statement of the facts accounting for such adjustment, (b) file with
the  Rights  Agent and with each  transfer  agent for the  Common  Shares of the
Company a copy of such  certificate  and (c) mail (or, if deemed  appropriate by
the Board of  Directors  of the  Company,  make  available at no charge) a brief
summary thereof to each holder of a Right Certificate in accordance with Section
25 hereof.

         Section 13.  Consolidation,  Merger, Share Exchange or Sale or Transfer
of Assets or Earning Power.

         (a) In the event that,  following the Shares Acquisition Date, directly
or indirectly,  (x) the Company shall  consolidate with, or merge with and into,
any other Person (other than a Subsidiary of the Company in a transaction  which
complies with Section 11(o) hereof), and the Company shall not be the continuing
or surviving  corporation of such consolidation or merger, (y) any Person (other
than a Subsidiary  of the Company in a transaction  which  complies with Section
11(o) hereof) shall  consolidate  with, or merge with or into, the Company,  and
the  Company  shall  be  the   continuing  or  surviving   corporation  of  such
consolidation  or merger,  or any Person or Persons  (other than a Subsidiary of
the Company in a  transaction  that  complies  with Section  11(o) hereof) shall
consummate a share  exchange  with the  Company,  and, in  connection  with such
consolidation,  merger or share exchange,  all or part of the outstanding Common
Shares of the  Company  shall be changed  into or  exchanged  for stock or other
securities  of any other Person (or the Company) or cash or any other  property,
or (z) the  Company  shall  sell or  otherwise  transfer  (or one or more of its
Subsidiaries shall sell or otherwise  transfer),  in one transaction or a series
of related  transactions,  assets or earning power  aggregating more than 50% of
the assets or earning  power of the  Company  and its  Subsidiaries  (taken as a
whole) to any Person or Persons (other than the Company or any Subsidiary of the
Company in one or more  transactions  each of which  complies with Section 11(o)
hereof),  then, and in each such case,  proper  provision shall be made so that:
(i)  each  holder  of a  Right  (except  as  otherwise  provided  herein)  shall
thereafter have the right to receive, upon the exercise thereof at a price equal
to two times the then current Purchase Price per full Common Share multiplied by
the number of Common  Shares  for which a Right is then  exercisable  (or,  if a
Section 11(a)(ii) Event has occurred prior to the first occurrence of any of the
events  described in clauses  (x), (y) or (z) above (a "Section 13 Event"),  two
times the Purchase  Price per full Common Share in effect  immediately  prior to
the first  occurrence of a Section  11(a)(ii) Event  multiplied by the number of
Common Shares for which a Right was exercisable  immediately prior to such first
occurrence),  in  accordance  with the terms of this  Agreement,  such number of
validly authorized and issued,  fully paid,  nonassessable  (except as otherwise
required by any  corporation law applicable to the Principal Party (as such term
is  hereinafter  defined)) and freely  tradeable  Common Shares of the Principal
Party, not subject to any liens, encumbrances,  rights of first refusal or other
adverse claims,  as shall be equal to the result obtained by (1) multiplying two
times the then  current  Purchase  Price per full Common  Share by the number of
Common Shares for which a Right is  exercisable  immediately  prior to the first


                                       16

<PAGE>



occurrence of a Section 13 Event (or, if a Section  11(a)(ii) Event has occurred
prior to the first  occurrence of a Section 13 Event,  multiplying two times the
number of such shares for which a Right was exercisable immediately prior to the
first  occurrence of a Section  11(a)(ii)  Event by the Purchase  Price per full
Common Share in effect immediately prior to such first occurrence), and dividing
that product (which, following the first occurrence of a Section 13 Event, shall
be referred to as the  "Purchase  Price" for each Right and for all  purposes of
this Agreement) by (2) 50% of the current market price  (determined  pursuant to
Section  11(d) hereof) per Common Share of such  Principal  Party on the date of
consummation  of  such  Section  13  Event;  (ii)  such  Principal  Party  shall
thereafter be liable for, and shall assume,  by virtue of such Section 13 Event,
all the obligations and duties of the Company pursuant to this Agreement;  (iii)
the term "Company" shall  thereafter be deemed to refer to such Principal Party,
it being  specifically  intended that the  provisions of Section 11 hereof shall
apply only to such Principal Party  following the first  occurrence of a Section
13 Event;  (iv) such Principal Party shall take such steps  (including,  but not
limited to, the  reservation  of a  sufficient  number of its Common  Shares) in
connection with the  consummation of any such transaction as may be necessary to
assure that the provisions  hereof shall thereafter be applicable,  as nearly as
reasonably may be, in relation to its Common Shares thereafter  deliverable upon
the exercise of the Rights;  and (v) the provisions of Section  11(a)(ii) hereof
shall be of no effect following the first occurrence of any Section 13 Event.

         (b) "Principal Party" shall mean

                  (i) in the case of any transaction  described in clause (x) or
         (y) of the first  sentence  of Section  13(a),  the Person  that is the
         issuer of any  securities  into which Common  Shares of the Company are
         converted in such merger,  consolidation  or share exchange,  and if no
         securities are so issued, (A) the Person that is the other party to the
         merger,  consolidation  or share exchange and that survives such merger
         or consolidation, or, if there is more than one such Person, the Person
         the Common Shares of which have the greatest  aggregate market value of
         shares  outstanding or (B) if the Person that is the other party to the
         merger or consolidation  does not survive the merger or  consolidation,
         the Person that does survive the merger or consolidation (including the
         Company if it survives); and

                  (ii) in the case of any transaction described in clause (z) of
         the first  sentence  of Section  13(a),  the  Person  that is the party
         receiving  the  greatest   portion  of  the  assets  or  earning  power
         transferred pursuant to such transaction or transactions;

provided,  however,  that in any such  case,  (1) if the  Common  Shares of such
Person are not at such time and have not been  continuously  over the  preceding
twelve (12)  month-period  registered  under Section 12 of the Exchange Act, and
such  Person is a direct or  indirect  Subsidiary  of another  Person the Common
Shares of which are and have been so registered,  "Principal  Party" shall refer
to such other Person;  and (2) in case such Person is a Subsidiary,  directly or
indirectly,  of more than one Person,  the Common Shares of two or more of which
are and have been so registered,  "Principal  Party" shall refer to whichever of
such Persons is the issuer of the Common  Shares  having the greatest  aggregate
market value.


                                       17

<PAGE>


         (c) The Company shall not  consummate any such  consolidation,  merger,
share  exchange,  sale or  transfer  unless  the  Principal  Party  shall have a
sufficient  number of  authorized  Common  Shares  which have not been issued or
reserved for issuance to permit the exercise in full of the Rights in accordance
with this  Section 13 and unless  prior  thereto the Company and such  Principal
Party shall have  executed  and  delivered  to the Rights  Agent a  supplemental
agreement  providing for the terms set forth in  paragraphs  (a) and (b) of this
Section 13 and further  providing that, as soon as practicable after the date of
any  consolidation,  merger,  share  exchange  or sale of  assets  mentioned  in
paragraph (a) of this Section 13, the Principal Party will:

                  (i)  prepare  and  file a  registration  statement  under  the
         Securities  Act of 1933,  as amended (the  "Act"),  with respect to the
         Rights and the securities purchasable upon exercise of the Rights on an
         appropriate  form,  and  will  use  its  best  efforts  to  cause  such
         registration  statement to (A) become  effective as soon as practicable
         after such filing and (B) remain  effective  (with a prospectus  at all
         times meeting the  requirements of the Act) until the Final  Expiration
         Date; and

                  (ii)  deliver to holders  of the Rights  historical  financial
         statements  for the Principal  Party and each of its  Affiliates  which
         comply in all respects with the  requirements  for registration on Form
         10 under the Exchange Act.

The provisions of this Section 13 shall similarly  apply to successive  mergers,
consolidations,  share exchanges,  sales or other transfers. In the event that a
Section  13 Event  shall  occur at any time  after the  occurrence  of a Section
11(a)(ii)  Event,  the Rights which have not  theretofore  been exercised  shall
thereafter become exercisable in the manner described in Section 13(a).

         Section 14. Fractional Rights and Fractional Shares.

         (a) The Company  shall not be required to issue  fractions of Rights or
to distribute Right  Certificates  which evidence  fractional Rights. In lieu of
such  fractional  Rights,  there shall be paid to the registered  holders of the
Right  Certificates  with regard to which such fractional Rights would otherwise
be issuable,  an amount in cash equal to the same fraction of the current market
value of a whole  Right.  For the purposes of this  Section  14(a),  the current
market  value of a whole Right shall be the closing  price of the Rights for the
Trading Day immediately  prior to the date on which such fractional Rights would
have been  otherwise  issuable.  The closing price for any day shall be the last
sale price,  regular  way, or, in case no such sale takes place on such day, the
average of the  closing  bid and asked  prices,  regular  way, in either case as
reported in the principal consolidated transaction reporting system with respect
to securities  listed or admitted to trading on the New York Stock  Exchange or,
if the  Rights  are not  listed or  admitted  to  trading  on the New York Stock
Exchange, as reported in the principal consolidated transaction reporting system
with respect to securities listed on the principal national  securities exchange
on which the Rights are listed or  admitted to trading or, if the Rights are not
listed or  admitted to trading on any  national  securities  exchange,  the last
quoted  price or, if not so  quoted,  the  average of the high bid and low asked
prices in the  over-the-counter  market,  as  reported  by Nasdaq or such  other
system then in use or, if on any such date the Rights are not quoted by any such
organization,  the average 


                                       18

<PAGE>


of the closing bid and asked prices as furnished by a professional  market maker
making a market in the Rights selected by the Board of Directors of the Company.
If on any such date no such  market  maker is making a market in the  Rights the
fair value of the Rights on such date as  determined  in good faith by the Board
of Directors of the Company shall be used.

         (b) The  Company  shall not be required  to issue  fractions  of Common
Shares upon exercise of the Rights or to distribute  certificates which evidence
fractional Common Shares. In lieu of fractional Common Shares, equal to one-half
of a Common Share or less,  the Company shall pay to the  registered  holders of
Right  Certificates  at the time such Rights are exercised as herein provided an
amount in cash equal to the same  fraction  of the current  market  value of one
Common Share.  Any exercise of Rights that would  entitle the holder  thereof to
receive any fraction of a Common Share  greater than  one-half of a Common Share
shall be governed by Section  7(a) hereof.  For purposes of this Section  14(b),
the current  market  value of a Common  Share  shall be the  closing  price of a
Common Share (as  determined  pursuant to the second  sentence of Section  11(d)
hereof) for the Trading Day immediately prior to the date of such exercise.

         (c) The  holder of a Right by the  acceptance  of the  Right  expressly
waives his right to receive any fractional  Rights or any fractional shares upon
exercise of a Right (except as provided above).

         Section 15.  Rights of Action.  All rights of action in respect of this
Agreement,  excepting  the  rights of action  given to the  Rights  Agent  under
Section 18 hereof, are vested in the respective  registered holders of the Right
Certificates (and, prior to the Distribution Date, the registered holders of the
Common Shares); and any registered holder of any Right Certificate (or, prior to
the Distribution Date, of the Common Shares),  without the consent of the Rights
Agent  or of the  holder  of any  other  Right  Certificate  (or,  prior  to the
Distribution Date, of the Common Shares), may, in his own behalf and for his own
benefit,  enforce, and may institute and maintain any suit, action or proceeding
against  the Company to enforce,  or  otherwise  act in respect of, his right to
exercise the Rights  evidenced by such Right  Certificate in the manner provided
in such Right Certificate and in this Agreement.  Without limiting the foregoing
or  any  remedies  available  to  the  holders  of  Rights,  it is  specifically
acknowledged that the holders of Rights would not have an adequate remedy at law
for any breach of this Agreement and will be entitled to specific performance of
the  obligations  under,  and  injunctive  relief  against  actual or threatened
violations of the obligations of any Person subject to, this Agreement.

         Section 16.  Agreement of Right  Holders.  Every holder of a Right,  by
accepting  the same,  consents  and agrees with the Company and the Rights Agent
and with every other holder of a Right that:

         (a) prior to the  Distribution  Date,  the Rights will be  transferable
only in connection with the transfer of the Common Shares;

         (b)  after  the   Distribution   Date,  the  Right   Certificates   are
transferable  only on the registry  books of the Rights Agent if  surrendered at
the principal  office of the Rights Agent,  duly  endorsed or  accompanied  by a
proper instrument of transfer;



                                       19

<PAGE>



         (c) the Company  and the Rights  Agent may deem and treat the person in
whose  name the Right  Certificate  (or,  prior to the  Distribution  Date,  the
associated  Common  Shares  certificate)  is  registered  as the absolute  owner
thereof and of the Rights evidenced  thereby  (notwithstanding  any notations of
ownership or writing on the Right  Certificates or the associated  Common Shares
certificate  made by anyone other than the Company or the Rights  Agent) for all
purposes  whatsoever,  and neither  the  Company  nor the Rights  Agent shall be
affected by any notice to the contrary; and

         (d) notwithstanding anything in this Agreement to the contrary, neither
the Company nor the Rights  Agent  shall have any  liability  to any holder of a
Right or other  Person  as a  result  of its  inability  to  perform  any of its
obligations  under this  Agreement  by reason of any  preliminary  or  permanent
injunction  or other  order,  decree  or ruling  issued by a court or  competent
jurisdiction  or by a  governmental,  regulatory  or  administrative  agency  or
commission,  or any statute,  rule, regulation or executive order promulgated or
enacted by any  governmental  authority,  prohibiting  or otherwise  restraining
performance of such obligation; provided, however, the Company must use its best
efforts to have any such order, decree or ruling lifted or otherwise  overturned
as soon as possible.

         Section  17.  Right  Certificate  Holder Not Deemed a  Shareholder.  No
holder,  as such, of any Right  Certificate  shall be entitled to vote,  receive
dividends or other  distributions or be deemed for any purpose the holder of the
Common  Shares or any other  securities  of the Company which may at any time be
issuable on the exercise of the Rights represented  thereby,  nor shall anything
contained  herein or in any Right  Certificate  be  construed to confer upon the
holder of any Right Certificate,  as such, any of the rights of a shareholder of
the  Company  or any right to vote for the  election  of  directors  or upon any
matter submitted to shareholders at any meeting thereof,  or to give or withhold
consent to any  corporate  action,  or to receive  notice of  meetings  or other
actions affecting  shareholders (except as provided in Section 25 hereof), or to
receive  dividends or  subscription  rights,  or  otherwise,  until the Right or
Rights  evidenced  by such  Right  Certificate  shall  have  been  exercised  in
accordance with the provisions hereof.

         Section 18. Concerning the Rights Agent.

         (a)  The  Company  agrees  to  pay  to  the  Rights  Agent   reasonable
compensation  for all services  rendered by it hereunder and, from time to time,
on demand of the Rights  Agent,  its  reasonable  expenses  and counsel fees and
other  disbursements  incurred  in the  administration  and  execution  of  this
Agreement and the exercise and performance of its duties hereunder.  The Company
also agrees to indemnify the Rights Agent for, and to hold it harmless  against,
any loss,  liability,  or expense,  incurred  without  negligence,  bad faith or
willful misconduct on the part of the Rights Agent, for anything done or omitted
by the Rights Agent in connection with the acceptance and administration of this
Agreement,  including  the costs and expenses of defending  against any claim of
liability in the premises.

         (b) The Rights  Agent shall be  protected  and shall incur no liability
for, or in respect of any action taken,  suffered or omitted by it in connection
with,  its   administration  of  this  Agreement  in  reliance  upon  any  Right
Certificate or certificate for the Common Shares or for other  


                                       20

<PAGE>


securities  of the Company,  instrument  of  assignment  or  transfer,  power of
attorney,   endorsement,   affidavit,   letter,  notice,   direction,   consent,
certificate,  statement, or other paper or document believed by it to be genuine
and to be signed,  executed and, where necessary,  verified or acknowledged,  by
the proper  person or persons,  or  otherwise  upon the advice of counsel as set
forth in Section 20 hereof.

         Section 19. Merger or Consolidation or Change of Name of Rights Agent.

         (a) Any corporation into which the Rights Agent or any successor Rights
Agent may be merged or with  which it may be  consolidated,  or any  corporation
resulting  from any merger or  consolidation  to which the  Rights  Agent or any
successor  Rights Agent shall be a party, or any  corporation  succeeding to the
stock transfer or corporate  trust business of the Rights Agent or any successor
Rights Agent,  shall be the  successor to the Rights Agent under this  Agreement
without the  execution  or filing of any paper or any further act on the part of
any of the parties hereto,  provided that such corporation would be eligible for
appointment  as a  successor  Rights  Agent under the  provisions  of Section 21
hereof.  In case at the time such  successor  Rights Agent shall  succeed to the
agency created by this Agreement,  any of the Right Certificates shall have been
countersigned  but not delivered,  any such successor Rights Agent may adopt the
countersignature  of  the  predecessor  Rights  Agent  and  deliver  such  Right
Certificates  so  countersigned;  and in  case  at that  time  any of the  Right
Certificates shall not have been  countersigned,  any successor Rights Agent may
countersign such Right Certificates either in the name of the predecessor Rights
Agent or in the name of the successor  Rights Agent;  and in all such cases such
Right  Certificates shall have the full force provided in the Right Certificates
and in this Agreement.

         (b) In case at any time the name of the Rights  Agent  shall be changed
and at such time any of the Right Certificates shall have been countersigned but
not delivered,  the Rights Agent may adopt the countersignature  under its prior
name and deliver Right  Certificates so countersigned;  and in case at that time
any of the Right  Certificates  shall not have been  countersigned,  the  Rights
Agent may countersign such Right Certificates either in its prior name or in its
changed name; and in all such cases such Right  Certificates shall have the full
force provided in the Right Certificates and in this Agreement.

         Section 20. Duties of Rights  Agent.  The Rights Agent  undertakes  the
duties and  obligations  imposed by this Agreement upon the following  terms and
conditions,  by all of which the Company and the holders of Right  Certificates,
by their acceptance thereof, shall be bound:

         (a) The Rights Agent may consult  with legal  counsel (who may be legal
counsel  for the  Company),  and the opinion of such  counsel  shall be full and
complete authorization and protection to the Rights Agent as to any action taken
or omitted by it in good faith and in accordance with such opinion.

         (b) Whenever in the  performance of its duties under this Agreement the
Rights Agent shall deem it  necessary  or  desirable  that any fact or matter be
proved or  established  by the Company  prior to taking or suffering  any action
hereunder,  such fact or matter  (unless  other 


                                       21

<PAGE>



evidence in respect thereof be herein specifically  prescribed) may be deemed to
be conclusively  proved and established by a certificate  signed by the Chairman
of the Board, the Chief Executive  Officer,  the President or any Vice President
and by the  Treasurer  or  any  Assistant  Treasurer  or  the  Secretary  or any
Assistant  Secretary of the Company and delivered to the Rights Agent;  and such
certificate shall be full authorization to the Rights Agent for any action taken
or  suffered  in good  faith by it under the  provisions  of this  Agreement  in
reliance upon such certificate.

         (c) The Rights  Agent shall be liable  hereunder to the Company and any
other Person only for its own negligence, bad faith or willful misconduct.

         (d) The Rights Agent shall not be liable for or by reason of any of the
statements  of fact or  recitals  contained  in this  Agreement  or in the Right
Certificates (except its countersignature  thereof) or be required to verify the
same, but all such  statements and recitals are and shall be deemed to have been
made by the Company only.

         (e) The Rights Agent shall not be under any  responsibility  in respect
of the validity of this  Agreement or the execution and delivery  hereof (except
the due authorization,  execution and delivery hereof by the Rights Agent) or in
respect of the  validity  or  execution  of any Right  Certificate  (except  its
countersignature  thereof);  nor shall it be  responsible  for any breach by the
Company of any covenant or condition contained in this Agreement or in any Right
Certificate; nor shall it be responsible for any change in the exercisability of
the Rights  (including  the Rights  becoming void pursuant to Section  11(a)(ii)
hereof) or any  adjustment  in the terms of the Rights  (including  the  manner,
method or amount  thereof)  provided  for in Section 3, 11, 13, 23 or 24, or the
ascertaining  of the  existence  of facts that would  require any such change or
adjustment  (except with  respect to the  exercise of Rights  evidenced by Right
Certificates  after actual  notice that such change or  adjustment is required);
nor  shall it by any act  hereunder  be  deemed  to make any  representation  or
warranty as to the  authorization  or  reservation of any Common Shares or other
securities to be issued  pursuant to this Agreement or any Right  Certificate or
as to whether  any Common  Shares or other  securities  will,  when  issued,  be
validly authorized and issued, fully paid and nonassessable.

         (f) The Company agrees that it will perform,  execute,  acknowledge and
deliver or cause to be performed, executed,  acknowledged and delivered all such
further and other acts, instruments and assurances as may reasonably be required
by the Rights Agent for the carrying  out or  performing  by the Rights Agent of
the provisions of this Agreement.

         (g) The  Rights  Agent is  hereby  authorized  and  directed  to accept
instructions  with respect to the  performance of its duties  hereunder from any
one of the Chairman of the Board,  the Chief Executive  Officer,  the President,
any Vice President, the Secretary, any Assistant Secretary, the Treasurer or any
Assistant Treasurer of the Company,  and to apply to such officers for advice or
instructions in connection  with its duties,  and it shall not be liable for any
action taken or suffered by it in good faith in accordance with  instructions of
any  such  officer  or  for  any  delay  in  acting  while   waiting  for  those
instructions.



                                       22

<PAGE>




         (h) The Rights Agent and any shareholder, director, officer or employee
of the Rights Agent may buy, sell or deal in, or act as the transfer  agent for,
any of the Rights,  Common  Shares or other  securities of the Company or become
pecuniarily   interested  in  any  transaction  in  which  the  Company  may  be
interested,  or contract  with or lend money to the Company or otherwise  act as
fully and  freely  as though it were not  Rights  Agent  under  this  Agreement.
Nothing herein shall preclude the Rights Agent from acting in any other capacity
for the Company or for any other legal entity.

         (i) The Rights  Agent may  execute  and  exercise  any of the rights or
powers hereby vested in it or perform any duty hereunder  either itself or by or
through its attorneys or agents, and the Rights Agent shall not be answerable or
accountable for any act, default, neglect or misconduct of any such attorneys or
agents or for any loss to the  Company  resulting  from any such  act,  default,
neglect or misconduct,  provided  reasonable care was exercised in the selection
and continued employment thereof.

         Section 21. Change of Rights  Agent.  The Rights Agent or any successor
Rights Agent may resign and be discharged  from its duties under this  Agreement
upon 30 days' notice in writing mailed to the Company and to each transfer agent
of the Common Shares by registered or certified  mail, and to the holders of the
Right  Certificates by first-class mail. The Company may remove the Rights Agent
or any  successor  Rights Agent upon 30 days'  notice in writing,  mailed to the
Rights Agent or successor Rights Agent, as the case may be, and to each transfer
agent of the Common Shares by registered or certified  mail,  and to the holders
of the Right  Certificates by first-class mail. If the Rights Agent shall resign
or be removed or shall otherwise become  incapable of acting,  the Company shall
appoint a successor to the Rights Agent.  If the Company shall fail to make such
appointment  within a period of 30 days after  giving  notice of such removal or
after it has been notified in writing of such  resignation  or incapacity by the
resigning or incapacitated  Rights Agent or by the holder of a Right Certificate
(who shall, with such notice, submit his Right Certificate for inspection by the
Company),  then the registered  holder of any Right Certificate may apply to any
court of competent  jurisdiction  for the appointment of a new Rights Agent. Any
successor  Rights  Agent,  whether  appointed by the Company or by such a court,
shall be (a) a corporation  organized and doing  business  under the laws of the
United  States or of the State of New York or the State of Wisconsin  (or of any
other state of the United States so long as such corporation is authorized to do
business  as a  banking  institution  in the  State of New York or the  State of
Wisconsin),  in good  standing,  having  an  office  or  agency  in the State of
Wisconsin  or the  State of New York,  which is  authorized  under  such laws to
exercise  corporate trust or stock transfer powers and is subject to supervision
or  examination  by federal or state  authority and which has at the time of its
appointment  as Rights  Agent a  combined  capital  and  surplus of at least $50
million,  or (b) an Affiliate of a  corporation  described in clause (a) of this
sentence. After appointment, the successor Rights Agent shall be vested with the
same powers,  rights,  duties and  responsibilities as if it had been originally
named as Rights Agent without  further act or deed; but the  predecessor  Rights
Agent shall deliver and transfer to the  successor  Rights Agent any property at
the time held by it  hereunder,  and execute and deliver any further  assurance,
conveyance,  act or deed necessary for the purpose. Not later than the effective
date of any such  appointment  the Company shall file notice  thereof in writing
with the predecessor  Rights Agent and each transfer agent of the Common Shares,
and mail a notice  thereof  in writing  to the  registered  holders of the


                                       23

<PAGE>




Right Certificates.  Failure to give any notice provided for in this Section 21,
however, or any defect therein, shall not affect the legality or validity of the
resignation  or removal of the Rights Agent or the  appointment of the successor
Rights Agent, as the case may be.

         Section 22. Issuance of New Right Certificates.  Notwithstanding any of
the provisions of this  Agreement or of the Rights to the contrary,  the Company
may, at its option, issue new Right Certificates  evidencing Rights in such form
as may be approved by its Board of Directors to reflect any adjustment or change
in the  Purchase  Price  and the  number  or kind or  class of  shares  or other
securities  or  property  purchasable  under  the  Right  Certificates  made  in
accordance with the provisions of this Agreement.

         Section 23. Redemption.

         (a) The  Rights  may be  redeemed  by action of the Board of  Directors
pursuant to  subsection  (b) of this Section 23 and shall not be redeemed in any
other manner.

         (b) The Board of Directors  of the Company  may, at its option,  at any
time prior to such time as any Person  becomes an Acquiring  Person,  redeem all
but not less than all the then outstanding Rights at a redemption price of $.001
per Right,  appropriately adjusted to reflect any stock split, stock dividend or
similar transaction occurring after the date hereof (such redemption price being
hereinafter referred to as the "Redemption Price"). The redemption of the Rights
by the Board of Directors  may be made  effective at such time on such basis and
with  such  conditions  as the Board of  Directors  in its sole  discretion  may
establish. Notwithstanding anything contained in this Agreement to the contrary,
the Rights  shall not be  exercisable  after the first  occurrence  of a Section
11(a)(ii) Event until such time as the Company's  right of redemption  hereunder
has expired.

         (c) Immediately  upon the  effectiveness  of the action of the Board of
Directors  of the Company  ordering  the  redemption  of the Rights  pursuant to
subsection  (b) of this  Section 23, and without any further  action and without
any notice,  the right to exercise the Rights will  terminate and the only right
thereafter  of the holders of Rights shall be to receive the  Redemption  Price.
The Company shall promptly give public notice of any such redemption;  provided,
however,  that the failure to give,  or any defect in, any such notice shall not
affect the validity of such redemption.  Within 10 days after the  effectiveness
of the action of the Board of Directors  ordering the  redemption  of the Rights
pursuant to subsection (b), the Company shall mail a notice of redemption to all
the  holders  of the then  outstanding  Rights at their last  addresses  as they
appear upon the registry books of the Rights Agent or, prior to the Distribution
Date, on the registry  books of the transfer  agent for the Common  Shares.  Any
notice  which is mailed in the manner  herein  provided  shall be deemed  given,
whether or not the holder  receives the notice.  Each such notice of  redemption
will state the method by which the payment of the Redemption Price will be made.
Neither the Company nor any of its Affiliates or Associates may redeem,  acquire
or  purchase  for value any  Rights at any time in any  manner  other  than that
specifically  set forth in this  Section 23 or in  Section 24 hereof,  and other
than in connection with the purchase of Common Shares prior to the  Distribution
Date.

                                       24

<PAGE>



         Section 24. Exchange.

         (a) The Board of Directors  of the Company  may, at its option,  at any
time after any Person becomes an Acquiring  Person,  exchange all or part of the
then  outstanding  and  exercisable  Rights (which shall not include Rights that
have become void  pursuant to the  provisions of Section  11(a)(ii)  hereof) for
Common Shares of the Company at an exchange ratio of one Common Share per Right,
appropriately  adjusted to reflect any stock  split,  stock  dividend or similar
transaction   occurring  after  the  date  hereof  (such  exchange  ratio  being
hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing,
the Board of Directors  shall not be  empowered  to effect such  exchange at any
time after any Person  (other than the Company,  any  Subsidiary of the Company,
any  employee  benefit  plan of the Company or any such  Subsidiary,  any entity
holding  Common  Shares for or  pursuant  to the terms of any such plan,  or any
trustee,  administrator  or  fiduciary  of  such  a  plan),  together  with  all
Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or
more of the Common Shares of the Company then outstanding.

         (b)  Immediately  upon the  action  of the  Board of  Directors  of the
Company  ordering the exchange of any Rights  pursuant to subsection (a) of this
Section 24 and without any further  action and without any notice,  the right to
exercise such Rights shall  terminate and the only right  thereafter of a holder
of such Rights  shall be to receive  that number of Common  Shares  equal to the
number of such Rights held by such holder  multiplied by the Exchange Ratio. The
Company  shall  promptly  give  public  notice of any such  exchange;  provided,
however,  that the  failure to give,  or any defect in,  such  notice  shall not
affect the validity of such exchange.  The Company  promptly shall mail a notice
of any  such  exchange  to all of the  holders  of such  Rights  at  their  last
addresses as they appear upon the registry books of the Rights Agent. Any notice
which is mailed in the manner herein provided shall be deemed given,  whether or
not the holder receives the notice.  Each such notice of exchange will state the
method by which the  exchange  of the Common  Shares for Rights will be effected
and, in the event of any partial  exchange,  the number of Rights  which will be
exchanged.  Any partial  exchange shall be effected pro rata based on the number
of Rights (other than Rights which have become void  pursuant to the  provisions
of Section 11(a)(ii) hereof) held by each holder of Rights.

         (c) In any exchange  pursuant to this  Section 24, the Company,  at its
option,  may  substitute  common stock  equivalents  (as such term is defined in
Section 11(a)(iii) hereof) for some or all of the Common Shares exchangeable for
Rights.

         (d) In the event that there shall not be  sufficient  Common  Shares or
common stock  equivalents  issued but not outstanding or authorized but unissued
to permit any exchange of Rights as contemplated in accordance with this Section
24, the Company  shall take all such  action as may be  necessary  to  authorize
additional  Common Shares or common stock equivalents for issuance upon exchange
of the Rights.

         (e) The  Company  shall not be required  to issue  fractions  of Common
Shares or to distribute certificates which evidence fractional Common Shares. In
lieu of such fractional  Common Shares,  the Company shall pay to the registered
holders of the Right  Certificates  with 



                                       25

<PAGE>



regard to which such  fractional  Common  Shares  would  otherwise  be issued an
amount in cash equal to the same fraction of the current market value of a whole
Common Share.  For the purposes of this  paragraph (e), the current market value
of a whole  Common  Share  shall be the  closing  price of a  Common  Share  (as
determined  pursuant  to the second  sentence of Section  11(d)  hereof) for the
Trading Day immediately  prior to the date of exchange  pursuant to this Section
24.

         Section 25. Notice of Certain Events.

         (a) In case the Company shall propose, after the Distribution Date, (i)
to pay any  dividend  payable  in stock of any  class to the  holders  of Common
Shares or to make any other  distribution to the holders of Common Shares (other
than a regular quarterly cash dividend),  (ii) to offer to the holders of Common
Shares rights or warrants to subscribe for or to purchase any additional  Common
Shares  or  shares  of stock of any  class or any  other  securities,  rights or
options,  (iii) to effect any  reclassification  of Common  Shares (other than a
reclassification  involving only the subdivision of outstanding  Common Shares),
(iv) to effect any  consolidation or merger into or with (other than a merger of
a Subsidiary into or with the Company),  to effect any share exchange with or to
effect any sale or other transfer (or to permit one or more of its  Subsidiaries
to effect any sale or other transfer),  in one or more  transactions,  of 50% or
more of the assets or earning power of the Company and its  Subsidiaries  (taken
as a whole) to, any other Person, or (v) to effect the liquidation,  dissolution
or winding up of the Company, then, in each such case, the Company shall give to
each holder of a Right  Certificate,  in  accordance  with Section 26 hereof,  a
notice of such  proposed  action,  which  shall  specify the record date for the
purposes of such stock dividend,  or distribution of rights or warrants,  or the
date on which such  reclassification,  consolidation,  merger,  share  exchange,
sale, transfer, liquidation, dissolution, or winding up is to take place and the
date of  participation  therein by the holders of the Common  Shares if any such
date is to be fixed, and such notice shall be so given in the case of any action
covered by clause  (i) or (ii)  above at least 10 days prior to the record  date
for determining holders of Common Shares for purposes of such action, and in the
case of any such other action,  at least 10 days prior to the date of the taking
of such proposed action or the date of  participation  therein by the holders of
the Common Shares, whichever shall be the earlier.

         (b) In case any of Section  11(a)(ii)  Event or Section 13 Event  shall
occur,  then,  in any such case,  (i) the Company  shall as soon as  practicable
thereafter  give to each  holder  of a Right  Certificate,  in  accordance  with
Section 26 hereof, a notice of the occurrence of such event,  which notice shall
include a brief summary of the Section  11(a)(ii)  Event or Section 13 Event, as
the case may be, and the consequences thereof to holders of Rights.

         Section 26. Notices.

         (a) Notices or demands authorized by this Agreement to be given or made
by the  Rights  Agent or by the  holder  of any Right  Certificate  to or on the
Company shall be sufficiently given or made if sent by first-class mail, postage
prepaid,  addressed  (until another  address is filed in writing with the Rights
Agent) as follows:



                                       26

<PAGE>

                           MGIC Investment Corporation
                           250 East Kilbourn Avenue
                           Milwaukee, Wisconsin 53202
                           Attention:  Secretary

         (b)  Subject to the  provisions  of  Section  21 hereof,  any notice or
demand authorized by this Agreement to be given or made by the Company or by the
holder of any Right  Certificate to or on the Rights Agent shall be sufficiently
given or made if sent by first-class  mail,  postage  prepaid,  addressed (until
another address is filed in writing with the Company) as follows:

                           Firstar Bank Milwaukee, N. A.
                           1555 RiverCenter Drive, Suite 301
                           Milwaukee, Wisconsin 53212
                           Attention:  Corporate Trust Department

         (c) Notices or demands authorized by this Agreement to be given or made
by the Company or the Rights Agent to the holder of any Right  Certificate shall
be  sufficiently  given or made if sent by first-class  mail,  postage  prepaid,
addressed  to such holder at the address of such holder as shown on the registry
books of the Company.

         Section 27. Supplements and Amendments.  Prior to the Distribution Date
and subject to the penultimate  sentence of this Section 27, the Company may and
the Rights  Agent  shall,  if the  Company so directs,  supplement  or amend any
provision of this Agreement  without the approval of any holders of certificates
representing Common Shares of the Company.  Without limiting the foregoing,  the
Company  may at any time prior to such time as any Person  becomes an  Acquiring
Person amend this  Agreement to lower the  thresholds set forth in Sections 1(a)
and 3(a) hereof from 15% to not less than 10%, with  appropriate  exceptions for
persons then  beneficially  owning Common Shares of the Company  constituting  a
percentage of the number of Common Shares then outstanding equal to or in excess
of the new threshold.  From and after the  Distribution  Date and subject to the
penultimate sentence of this Section 27, the Company and the Rights Agent shall,
if the  Company so  directs,  supplement  or amend this  Agreement  without  the
approval  of any  holders  of  Right  Certificates  in  order  (i) to  cure  any
ambiguity,  (ii) to correct or supplement any provision  contained  herein which
may be defective  or  inconsistent  with any other  provision  herein,  (iii) to
shorten or lengthen any time period  hereunder,  or (iv) to change or supplement
the  provisions  hereunder in any manner which the Company may deem necessary or
desirable and which shall not  adversely  affect the interests of the holders of
Right Certificates  (other than an Acquiring Person or an Affiliate or Associate
of an Acquiring  Person);  provided,  that from and after the Distribution  Date
this  Agreement  may not be  supplemented  or amended to  lengthen,  pursuant to
clause (iii) of this sentence, (A) a time period relating to when the Rights may
be redeemed at such time as the Rights are not then redeemable, or (B) any other
time period unless such lengthening is for the purpose of protecting,  enhancing
or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon
the delivery of a certificate  from an appropriate  officer of the Company which
states that the proposed supplement or amendment is in compliance with the terms
of this Section 27, the Rights Agent shall execute such supplement or amendment.
Notwithstanding  anything  contained  in  this  Agreement  to the  contrary,  no
supplement  or 


                                       27

<PAGE>


amendment  shall be made which reduces the then  effective  Redemption  Price or
moves to an earlier date the then effective Final  Expiration Date. Prior to the
Distribution  Date,  the  interests  of the  holders  of Rights  shall be deemed
coincident with the interests of the holders of Common Shares of the Company.

         Section  28.  Successors.  All the  covenants  and  provisions  of this
Agreement  by or for the benefit of the  Company or the Rights  Agent shall bind
and inure to the benefit of their respective successors and assigns hereunder.

         Section 29. Benefits of this Agreement. Nothing in this Agreement shall
be construed to give to any person or  corporation  other than the Company,  the
Rights Agent and the registered holders of the Right Certificates (and, prior to
the Distribution  Date, the Common Shares of the Company) any legal or equitable
right, remedy or claim under this Agreement; but this Agreement shall be for the
sole and exclusive  benefit of the Company,  the Rights Agent and the registered
holders of the Right  Certificates  (and,  prior to the  Distribution  Date, the
Common Shares of the Company).

         Section  30.  Severability.   If  any  term,  provision,   covenant  or
restriction  of this Agreement is held by a court of competent  jurisdiction  or
other  authority  to be invalid,  void or  unenforceable,  the  remainder of the
terms, provisions,  covenants and restrictions of this Agreement shall remain in
full force and effect and shall in no way be affected, impaired or invalidated.

         Section 31.  Governing Law. This  Agreement and each Right  Certificate
issued  hereunder  shall be deemed to be a  contract  made under the laws of the
State of Wisconsin  and for all purposes  shall be governed by and  construed in
accordance  with the laws of such State  applicable  to contracts to be made and
performed entirely within such State.

         Section 32. Counterparts.  This Agreement may be executed in any number
of counterparts and each of such  counterparts  shall for all purposes be deemed
to be an original,  and all such counterparts shall together  constitute but one
and the same instrument.

         Section 33. Descriptive  Headings.  Descriptive headings of the several
Sections of this  Agreement  are  inserted  for  convenience  only and shall not
control or affect the meaning or construction of any of the provisions hereof.

         Section 34.  Determinations and Actions by the Board of Directors.  For
all purposes of this  Agreement,  any calculation of the number of Common Shares
of the Company  outstanding  at any particular  time,  including for purposes of
determining the particular percentage of such outstanding Common Shares of which
any Person is the Beneficial  Owner,  shall be made in accordance  with the last
sentence of Rule  13d-3(d)(1)(i)  of the General Rules and Regulations under the
Exchange  Act. The Board of Directors  of the Company  shall have the  exclusive
power and authority to administer  this Agreement and to exercise all rights and
powers  specifically  granted  to  the  Board  or to the  Company,  or as may be
necessary or  advisable  in the  administration  of this  Agreement,  including,
without limitation,  the right and power to (a) interpret the provisions of this


                                       28

<PAGE>


Agreement, and (b) make all determinations deemed necessary or advisable for the
administration  of this Agreement  (including a  determination  to redeem or not
redeem the Rights or to amend the Agreement and any  determination as to whether
actions or any Person shall be such as to cause such Person to beneficially  own
shares held by another Person). All such actions, calculations,  interpretations
and determinations  (including, for purposes of clause (ii) below, all omissions
with  respect  to the  foregoing)  which  are  done or made by the  Board of the
Company  in good  faith,  shall  (i) be final,  conclusive  and  binding  on the
Company,  the Rights Agent, the holders of the Rights and all other parties, and
(ii) not subject the Board of the Company to any liability to the holders of the
Rights.




                                       29

<PAGE>




         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and attested, all as of the day and year first above written.


                                        MGIC INVESTMENT CORPORATION

Attest:


By:_____________________________        By:__________________________________
Title:__________________________        Title:_______________________________



                                        FIRSTAR BANK MILWAUKEE, N. A.

Attest:


By:/s/Robert Dechant                    By:/s/Suzanne P. Norman Barnes
Title:Vice President                    Title: Vice President




                                       30

<PAGE>







                                                           =====================
                                                                  EXHIBIT A
                                                           =====================






                           [Form of Right Certificate]


Certificate No. R-                                                _______ Rights


         NOT  EXERCISABLE  AFTER JULY 22, 2009 (SUBJECT TO EXTENSION) OR EARLIER
         IF REDEMPTION OR EXCHANGE OCCURS.  THE RIGHTS ARE SUBJECT TO REDEMPTION
         AT $.001 PER RIGHT AND TO EXCHANGE ON THE TERMS SET FORTH IN THE RIGHTS
         AGREEMENT.


                                Right Certificate


                           MGIC INVESTMENT CORPORATION

         This certifies that  ________________,  or registered  assigns,  is the
registered owner of the number of Rights set forth above, each of which entitles
the owner thereof, subject to the terms, provisions and conditions of the Rights
Agreement,  dated as of July 22, 1999, and as such agreement may be amended (the
"Rights   Agreement"),   between  MGIC  Investment   Corporation,   a  Wisconsin
corporation  (the  "Company"),  and Firstar  Bank  Milwaukee,  N. A., a national
banking  association (the "Rights  Agent"),  to purchase from the Company at any
time  after  the  Distribution  Date  (as such  term is  defined  in the  Rights
Agreement) and prior to 5:00 P.M., Milwaukee,  Wisconsin time, on July 22, 2009,
subject to  extension,  at the principal  office of the Rights Agent,  or at the
office  of  its  successor  as  Rights   Agent,   one-half  of  one  fully  paid
nonassessable (except as otherwise provided by any corporation law applicable to
the Company) share of common stock,  par value $1.00 ("Common  Shares"),  of the
Company,  at a purchase  price of $225 per Common Share (the  "Purchase  Price")
(equivalent to $112.50 for each one-half of a Common Share),  upon  presentation
and  surrender of this Right  Certificate  with the Form of Election to Purchase
duly executed. The number of Rights evidenced by this Right Certificate (and the
number of Common Shares which may be purchased  upon exercise  hereof) set forth
above, and the Purchase Price set forth above, are the number and Purchase Price
as of July 22, 1999,  based on the Common Shares as constituted at such date. As
provided in the Rights  Agreement,  the Purchase  Price and the number of Common
Shares which may be purchased upon the exercise of the Rights  evidenced by this
Right  Certificate are subject to modification and adjustment upon the happening
of certain events.

         This Right  Certificate is subject to all of the terms,  provisions and
conditions of the Rights Agreement,  which terms,  provisions and conditions are
hereby  incorporated  herein by  reference  and made a part  hereof and to which
Rights Agreement  reference is hereby made for a full description of the rights,
limitations  of rights,  obligations,  duties and  immunities  hereunder  of the
Rights Agent, the Company and the holders of the Right  Certificates.  Copies of
the  Rights  


                                      A-1

<PAGE>


Agreement are on file at the principal  executive offices of the Company and the
above-mentioned offices of the Rights Agent.

         This Right Certificate, with or without other Right Certificates,  upon
surrender at the  principal  office of the Rights  Agent,  may be exchanged  for
another  Right  Certificate  or  Right  Certificates  of  like  tenor  and  date
evidencing  Rights  entitling the holder to purchase a like aggregate  number of
Common  Shares  as the  Rights  evidenced  by the  Right  Certificate  or  Right
Certificates  surrendered  shall have entitled such holder to purchase.  If this
Right  Certificate  shall be exercised in part,  the holder shall be entitled to
receive upon surrender  hereof another Right  Certificate or Right  Certificates
for the number of whole Rights not exercised.

         Subject to the provisions of the Rights Agreement, the Rights evidenced
by this  Certificate (i) may be redeemed by the Company at a redemption price of
$.001 per Right or (ii) may be exchanged in whole or in part for Common  Shares.
The Board of Directors of the Company may, at its option,  at any time after any
Person becomes an Acquiring  Person,  but prior to such Person's  acquisition of
50% or more of the outstanding  Common Shares,  exchange the Rights evidenced by
this Certificate for Common Shares, at an exchange ratio of one Common Share per
Right, subject to adjustment, as provided in the Rights Agreement.

         No  fractional  Common  Shares will be issued upon the  exercise of any
Right or Rights  evidenced  hereby,  but in lieu  thereof a cash payment will be
made, as provided in the Rights Agreement. No Rights may be exercised that would
entitle the holder to any fraction of a Common Share  greater than one-half of a
Common Share unless  concurrently  therewith such holder purchases an additional
fraction of a Common Share which,  when added to the number of Common  Shares to
be received upon such exercise,  equals an integral number of Common Shares,  as
provided in the Rights Agreement.

         No  holder  of this  Right  Certificate  shall be  entitled  to vote or
receive  dividends or be deemed for any purpose the holder of the Common  Shares
or of any other  securities  of the Company which may at any time be issuable on
the exercise  hereof,  nor shall anything  contained in the Rights  Agreement or
herein be construed to confer upon the holder hereof, as such, any of the rights
of a  shareholder  of the  Company  or any  right  to vote for the  election  of
directors or upon any matter  submitted to shareholders at any meeting  thereof,
or to give or withhold consent to any corporate  action, or to receive notice of
meetings  or other  actions  affecting  shareholders  (except as provided in the
Rights Agreement), or to receive dividends or subscription rights, or otherwise,
until the Right or Rights  evidenced by this Right  Certificate  shall have been
exercised as provided in the Rights Agreement.

         This Right Certificate shall not be valid or obligatory for any purpose
until it shall have been countersigned by the Rights Agent.


                                      A-2

<PAGE>



         WITNESS the facsimile  signature of the proper  officers of the Company
and its corporate seal. Dated as of ____________, ____.

ATTEST:                                     MGIC INVESTMENT CORPORATION



____________________________________        By: _______________________________
                                                Title: ________________________




Countersigned:



FIRSTAR BANK MILWAUKEE, N. A.



By:  _______________________________
     Authorized Signature





                                      A-3

<PAGE>




                   [Form of Reverse Side of Right Certificate]


                               FORM OF ASSIGNMENT


                (To be executed by the registered holder if such
               holder desires to transfer the Right Certificate.)


         FOR  VALUE  RECEIVED   _______________________________   hereby  sells,
assigns and transfers unto______________________________________________________
                 (Please print name and address of transferee)

_____________________________________________________________     this     Right
Certificate,  together  with all right,  title and  interest  therein,  and does
hereby  irrevocably  constitute  and appoint  ___________________  Attorney,  to
transfer the within Right Certificate on the books of the within-named  Company,
with full power of substitution.


Dated:   ____________, ____


                                                 -------------------------------
                                                 Signature



Signature Guaranteed:

         The  undersigned  hereby  certifies  that the Rights  evidenced by this
Right  Certificate  are not  beneficially  owned by an  Acquiring  Person  or an
Affiliate or Associate thereof (as defined in the Rights Agreement).

                                                 -------------------------------
                                                 Signature

--------------------------------------------------------------------------------





                                      A-4

<PAGE>




            [Form of Reverse Side of Right Certificate -- continued]

                          FORM OF ELECTION TO PURCHASE

                      (To be executed if holder desires to
                        exercise the Right Certificate.)

To MGIC INVESTMENT CORPORATION:

         The    undersigned    hereby    irrevocably    elects    to    exercise
__________________  Rights represented by this Right Certificate to purchase the
Common  Shares  issuable  upon the  exercise  of such Rights and  requests  that
certificates for such Common Shares be issued in the name of:

Please insert social security
or other identifying number

--------------------------------------------------------------------------------
                         (Please print name and address)

--------------------------------------------------------------------------------

If such  number of Rights  shall not be all the Rights  evidenced  by this Right
Certificate,  a new Right  Certificate for the balance  remaining of such Rights
shall be registered in the name of and delivered to:

Please insert social security
or other identifying number

--------------------------------------------------------------------------------
                         (Please print name and address)

--------------------------------------------------------------------------------

Dated:   ____________, ____

                                                 -------------------------------
                                                 Signature


Signature Guaranteed:

         Signatures must be guaranteed by a member firm of a registered national
securities exchange, a member of the National Association of Securities Dealers,
Inc., or a commercial bank or trust company having an office or correspondent in
the United States.



                                      A-5

<PAGE>




            [Form of Reverse Side of Right Certificate -- continued]

--------------------------------------------------------------------------------
         The  undersigned  hereby  certifies  that the Rights  evidenced by this
Right  Certificate  are not  beneficially  owned by an  Acquiring  Person  or an
Affiliate or Associate thereof (as defined in the Rights Agreement).


                                                 -------------------------------
                                                 Signature


--------------------------------------------------------------------------------

                                     NOTICE

         The  signature in the foregoing  Forms of Assignment  and Election must
conform to the name as written upon the face of this Right  Certificate in every
particular, without alteration or enlargement or any change whatsoever.

         In  the  event  the  certification  set  forth  above  in the  Form  of
Assignment  or the Form of  Election  to  Purchase,  as the case may be,  is not
completed,  the Company and the Rights Agent will deem the  beneficial  owner of
the Rights  evidenced by this Right  Certificate to be an Acquiring Person or an
Affiliate or  Associate  thereof (as defined in the Rights  Agreement)  and such
Assignment or Election to Purchase will not be honored.





                                      A-6

<PAGE>










                                                           =====================
                                                                 EXHIBIT B
                                                           =====================




                           MGIC INVESTMENT CORPORATION

                          SUMMARY OF RIGHTS TO PURCHASE
                                  COMMON SHARES

         On July 22, 1999, the Board of Directors of MGIC Investment Corporation
(the  "Company")  declared a  dividend  of one common  share  purchase  right (a
"Right")  for each  outstanding  share of common  stock,  $1.00  par value  (the
"Common Shares"),  of the Company.  The dividend is payable on August 9, 1999 to
the shareholders of record on that date (the "Record Date"). Each Right entitles
the registered holder to purchase from the Company one-half of one Common Share,
at a price of $225 per Common Share  (equivalent to $112.50 for each one-half of
a Common Share),  subject to adjustment (the "Purchase Price").  The description
and  terms  of the  Rights  are set  forth in a Rights  Agreement  (the  "Rights
Agreement")  between the Company and Firstar  Bank  Milwaukee,  N. A., as Rights
Agent (the "Rights Agent").

         Until  the  earlier  to  occur  of  (i)  10  days  following  a  public
announcement  that a person or group of affiliated or associated  persons (other
than the Company, a subsidiary of the Company or an employee benefit plan of the
Company  or a  subsidiary)  (an  "Acquiring  Person")  has  acquired  beneficial
ownership  of  15% or  more  of  the  outstanding  Common  Shares  (the  "Shares
Acquisition  Date")  or (ii) 10  business  days  (or such  later  date as may be
determined by action of the Company's  Board of Directors  prior to such time as
any person  becomes an  Acquiring  Person)  following  the  commencement  of, or
announcement  of an  intention  to make,  a tender  offer or exchange  offer the
consummation  of which would result in the  beneficial  ownership by a person or
group  (other  than the  Company,  a  subsidiary  of the  Company or an employee
benefit plan of the Company or a subsidiary) of 15% or more of such  outstanding
Common Shares (the earlier of such dates being called the "Distribution  Date"),
the  Rights  will  be  evidenced,  with  respect  to  any of  the  Common  Share
certificates   outstanding   as  of  the  Record  Date,  by  such  Common  Share
certificate.

         The Rights Agreement  provides that,  until the Distribution  Date, the
Rights  will be  transferred  with and only with the  Common  Shares.  Until the
Distribution  Date (or earlier  redemption  or  expiration  of the Rights),  new
Common Share  certificates  issued after the Record Date,  upon  transfer or new
issuance of Common  Shares,  will  contain a notation  incorporating  the Rights
Agreement by reference.  Until the Distribution  Date (or earlier  redemption or
expiration of the Rights),  the surrender for transfer of any  certificates  for
Common Shares,  outstanding  as of the Record Date,  even without such notation,
will also  constitute  the  transfer  of the Rights  associated  with the Common
Shares  represented by such  certificate.  As soon as practicable  following the
Distribution  Date,   separate   certificates   evidencing  the  Rights  ("Right
Certificates")  will be mailed to holders  of record of the Common  Shares as of
the  close  of  business  on the  Distribution  Date  and  such  separate  Right
Certificates alone will evidence the Rights.



                                      B-1

<PAGE>



         The Rights are not exercisable until the Distribution  Date. The Rights
will expire on July 22, 2009 (the "Final  Expiration  Date"),  unless the Rights
are earlier  redeemed or exchanged by the  Company,  or the Rights  Agreement is
amended, in each case as described below.

         The Purchase  Price  payable,  and the number of Common Shares or other
securities  or  property  issuable,  upon  exercise of the Rights are subject to
adjustment  from time to time to  prevent  dilution  (i) in the event of a stock
dividend on, or a subdivision,  combination or  reclassification  of, the Common
Shares, (ii) upon the grant to holders of the Common Shares of certain rights or
warrants to subscribe for or purchase  Common  Shares at a price,  or securities
convertible  into Common  Shares  with a  conversion  price,  less than the then
current  market  price of the Common  Shares or (iii) upon the  distribution  to
holders of the Common Shares of evidences of indebtedness  or assets  (excluding
regular  quarterly cash  dividends or dividends  payable in Common Shares) or of
subscription rights or warrants (other than those referred to above).

         In the event that any person  becomes an  Acquiring  Person (a "Flip-In
Event"),  each  holder of a Right  (except as  otherwise  provided in the Rights
Agreement)  will  thereafter have the right to receive upon exercise that number
of  Common  Shares  (or,  in  certain  circumstances  cash,  property  or  other
securities of the Company or a reduction in the Purchase  Price) having a market
value of two times the then current Purchase Price.  Notwithstanding  any of the
foregoing,  following the  occurrence of a Flip-In Event all Rights that are, or
(under  certain  circumstances  specified  in the  Rights  Agreement)  were,  or
subsequently become  beneficially owned by an Acquiring Person,  related persons
and transferees will be null and void.

         In the event that, at any time following the Shares  Acquisition  Date,
(i)  the  Company  is  acquired  in  a  merger  or  other  business  combination
transaction or (ii) 50% or more of its consolidated  assets or earning power are
sold (the events  described  in clauses  (i) and (ii) are herein  referred to as
"Flip-Over  Events"),  proper  provision  will be made so that holders of Rights
(except as otherwise  provided in the Rights Agreement) will thereafter have the
right to receive,  upon the exercise thereof at the then current Purchase Price,
that number of shares of common stock of the acquiring company which at the time
of such  transaction  will have a market  value of two  times  the then  current
Purchase Price.

         With certain  exceptions,  no adjustment in the Purchase  Price will be
required until  cumulative  adjustments  require an adjustment of at least 1% in
such  Purchase  Price.  No fractional  Common Shares will be issued.  In lieu of
fractional  Common  Shares  equal  to  one-half  of a Common  Share or less,  an
adjustment  in cash will be made based on the market price of the Common  Shares
on the last  trading  day  prior  to the  date of  exercise.  No  Rights  may be
exercised that would entitle the holder  thereof to any fractional  Common Share
greater  than  one-half of a Common  Share unless  concurrently  therewith  such
holder  purchases an  additional  fraction of a Common Share which when added to
the  number  of Common  Shares to be  received  upon  such  exercise,  equals an
integral number of Common Shares.

         The Purchase Price is payable by certified check, cashier's check, bank
draft or money order or, if so  provided  by the  Company,  the  Purchase  Price
following the occurrence of a Flip-In Event and until the first  occurrence of a


                                      B-2

<PAGE>


Flip-Over Event may be paid in Common Shares having an equivalent value.

         At any time after a person becomes an Acquiring Person and prior to the
acquisition by such Acquiring  Person of 50% or more of the  outstanding  Common
Shares,  the Board of Directors  of the Company may  exchange the Rights  (other
than Rights owned by any Acquiring  Person which have become void),  in whole or
in part,  at an  exchange  ratio of one  Common  Share  per  Right  (subject  to
adjustment).

         At any time prior to a person becoming an Acquiring  Person,  the Board
of Directors of the Company may redeem the Rights in whole,  but not in part, at
a price of $.001 per Right  (the  "Redemption  Price").  The  redemption  of the
Rights  may be made  effective  at  such  time,  on such  basis  and  with  such
conditions  as the Board of  Directors  in its sole  discretion  may  establish.
Immediately upon any redemption of the Rights,  the right to exercise the Rights
will  terminate  and the only right of the  holders of Rights will be to receive
the Redemption Price.

         Other than amendments that would change the Redemption Price or move to
an earlier  date the  expiration  of the Rights,  the terms of the Rights may be
amended by the Board of  Directors  of the  Company  without  the consent of the
holders  of the  Rights,  including  an  amendment  to lower the  threshold  for
exercisability  of the Rights  from 15% to not less than 10%,  with  appropriate
exceptions for any person then beneficially owning a percentage of the number of
Common  Shares  then  outstanding  equal to or in excess  of the new  threshold,
except that from and after the Distribution Date no such amendment may adversely
affect the interests of the holders of the Rights.

         Until a Right is exercised,  the holder thereof,  as such, will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends.


         The  Company  will  file  a copy  of  the  Rights  Agreement  with  the
Securities and Exchange Commission as an Exhibit to a Registration  Statement on
Form 8-A filed with  respect to the Rights.  A copy of the Rights  Agreement  is
also available free of charge from the Company.  This summary description of the
Rights does not  purport to be  complete  and is  qualified  in its  entirety by
reference  to the  Rights  Agreement,  which is  hereby  incorporated  herein by
reference.


                                      B-3