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                                                                       EXHIBIT 3

                           AMENDED AND RESTATED BYLAWS

                                       OF

                           MGIC INVESTMENT CORPORATION

                               ARTICLE I. OFFICES

            1.01. Principal and Business Offices. The corporation may have such
principal and other business offices, either within or without the State of
Wisconsin, as the Board of Directors may designate or as the business of the
corporation may require from time to time.

            1.02. Registered Office. The registered office of the corporation
required by the Wisconsin Business Corporation Law to be maintained in the State
of Wisconsin may be, but need not be, identical with the principal office in the
State of Wisconsin, and the address of the registered office may be changed from
time to time by the Board of Directors or by the registered agent. The business
office of the registered agent of the corporation shall be identical to such
registered office.

                            ARTICLE II. SHAREHOLDERS

            2.01. Annual Meeting. The annual meeting of the shareholders
("Annual Meeting") shall be held on the first Monday in May, at such time or on
such other day as may be designated by resolution of the Board of Directors. In
fixing a meeting date for any Annual Meeting, the Board of Directors may
consider such factors as it deems relevant within the good faith exercise of its
business judgment.

            2.02. Purposes of Annual Meeting. At each Annual Meeting, the
shareholders shall elect the number of directors equal to the number of
directors in the class whose term expires at the time of such Annual Meeting and
transact such other business as may properly come before the Annual Meeting in
accordance with Section 2.14 of these Bylaws. If the election of directors shall
not be held on the date designated herein, or fixed as herein provided, for any
Annual Meeting, or any adjournment thereof, the Board of Directors shall cause
the election to be held at a special meeting of shareholders (a "Special
Meeting") as soon thereafter as is practicable.

            2.03. Special Meetings.

            (a) A Special Meeting, unless otherwise prescribed by the Wisconsin
Business Corporation Law, may be called only by (i) the Board of Directors, (ii)
the Chairman of the Board (if a Chairman is elected) or (iii) the President and
shall be called by the Chairman of the Board or the President upon the demand,
in accordance with this Section 2.03, of the holders of record of shares
representing at least 10% of all the votes entitled to be cast on any issue
proposed to be considered at the Special Meeting.

                                      -1-


            (b) In order that the corporation may determine the shareholders
entitled to demand a Special Meeting, the Board of Directors may fix a record
date to determine the shareholders entitled to make such a demand (the "Demand
Record Date"). The Demand Record Date shall not precede the date upon which the
resolution fixing the Demand Record Date is adopted by the Board of Directors
and shall not be more than ten days after the date upon which the resolution
fixing the Demand Record Date is adopted by the Board of Directors. Any
shareholder of record seeking to have shareholders demand a Special Meeting
shall, by sending written notice to the Secretary of the corporation by hand or
by certified or registered mail, return receipt requested, request the Board of
Directors to fix a Demand Record Date. The Board of Directors shall promptly,
but in all events within ten days after the date on which a valid request to fix
a Demand Record Date is received, adopt a resolution fixing the Demand Record
Date and shall make a public announcement of such Demand Record Date. If no
Demand Record Date has been fixed by the Board of Directors within ten days
after the date on which such request is received by the Secretary, the Demand
Record Date shall be the 10th day after the first date on which a valid written
request to set a Demand Record Date is received by the Secretary. To be valid,
such written request shall set forth the purpose or purposes for which the
Special Meeting is to be held, shall be signed by one or more shareholders of
record (or their duly authorized proxies or other representatives), shall bear
the date of signature of each such shareholder (or proxy or other
representative) and shall set forth all information about each such shareholder
and about the beneficial owner or owners, if any, on whose behalf the request is
made that would be required to be set forth in a shareholder's notice described
in paragraph (a) (ii) of Section 2.14 of these Bylaws.

            (c) In order for a shareholder or shareholders to demand a Special
Meeting, a written demand or demands for a Special Meeting by the holders of
record as of the Demand Record Date of shares representing at least 10% of all
the votes entitled to be cast on any issue proposed to be considered at the
Special Meeting must be delivered to the corporation. To be valid, each written
demand by a shareholder for a Special Meeting shall set forth the specific
purpose or purposes for which the Special Meeting is to be held (which purpose
or purposes shall be limited to the purpose or purposes set forth in the written
request to set a Demand Record Date received by the corporation pursuant to
paragraph (b) of this Section 2.03), shall be signed by one or more persons who
as of the Demand Record Date are shareholders of record (or their duly
authorized proxies or other representatives), shall bear the date of signature
of each such shareholder (or proxy or other representative), and shall set forth
the name and address, as they appear in the corporation's books, of each
shareholder signing such demand and the class and number of shares of the
corporation which are owned of record and beneficially by each such shareholder,
shall be sent to the Secretary by hand or by certified or registered mail,
return receipt requested, and shall be received by the Secretary within seventy
days after the Demand Record Date.

                                      -2-


            (d) The corporation shall not be required to call a Special Meeting
upon shareholder demand unless, in addition to the documents required by
paragraph (c) of this Section 2.03, the Secretary receives a written agreement
signed by each Soliciting Shareholder (as defined below), pursuant to which each
Soliciting Shareholder, jointly and severally, agrees to pay the corporation's
costs of holding the Special Meeting, including the costs of preparing and
mailing proxy materials for the corporation's own solicitation, provided that if
each of the resolutions introduced by any Soliciting Shareholder at such meeting
is adopted, and each of the individuals nominated by or on behalf of any
Soliciting Shareholder for election as a director at such meeting is elected,
then the Soliciting Shareholders shall not be required to pay such costs. For
purposes of this paragraph (d), the following terms shall have the meanings set
forth below:

            (i) "Affiliate" of any Person (as defined herein) shall mean any
      Person controlling, controlled by or under common control with such first
      Person.

            (ii) "Participant" shall have the meaning assigned to such term in
      Rule 14a-11 promulgated under the Securities Exchange Act of 1934, as
      amended (the "Exchange Act").

            (iii) "Person" shall mean any individual, firm, corporation,
      partnership, joint venture, association, trust, unincorporated
      organization or other entity.

            (iv) "Proxy" shall have the meaning assigned to such term in Rule
      14a-1 promulgated under the Exchange Act.

            (v) "Solicitation" shall have the meaning assigned to such term in
      Rule 14a-11 promulgated under the Exchange Act.

            (vi) "Soliciting Shareholder" shall mean, with respect to any
      Special Meeting demanded by a shareholder or shareholders, any of the
      following Persons:

                  (A) if the number of shareholders signing the demand or
            demands of meeting delivered to the corporation pursuant to
            paragraph (c) of this Section 2.03 is ten or fewer, each shareholder
            signing any such demand;

                  (B) if the number of shareholders signing the demand or
            demands of meeting delivered to the corporation pursuant to
            paragraph (c) of this Section 2.03 is more than ten, each Person who
            either (I) was a Participant in any Solicitation of such demand or
            demands or (II) at the time of the delivery to the corporation of
            the documents described in paragraph (c) of this Section 2.03 had
            engaged or intends to engage in any Solicitation of Proxies for use
            at such Special Meeting (other than a Solicitation of Proxies on
            behalf of the corporation); or

                                      -3-


                  (C) any Affiliate of a Soliciting Shareholder, if a majority
            of the directors then in office determine, reasonably and in good
            faith, that such Affiliate should be required to sign the written
            notice described in paragraph (c) of this Section 2.03 and/or the
            written agreement described in this paragraph (d) in order to
            prevent the purposes of this Section 2.03 from being evaded.

            (e) Except as provided in the following sentence, any Special
Meeting shall be held at such hour and day as may be designated by whichever of
the Board of Directors, the Chairman of the Board or the President shall have
called such meeting. In the case of any Special Meeting called by the Chairman
of the Board or the President upon the demand of shareholders (a "Demand Special
Meeting"), such meeting shall be held at such hour and day as may be designated
by the Board of Directors; provided, however, that the date of any Demand
Special Meeting shall be not more than seventy days after the Meeting Record
Date (as defined in Section 2.06 hereof); and provided further that in the event
that the directors then in office fail to designate an hour and date for a
Demand Special Meeting within ten days after the date that valid written demands
for such meeting by the holders of record as of the Demand Record Date of shares
representing at least 10% of all the votes entitled to be cast on each issue
proposed to be considered at the Special Meeting are delivered to the
corporation (the "Delivery Date"), then such meeting shall be held at 2:00 P.M.
local time on the 100th day after the Delivery Date or, if such 100th day is not
a Business Day (as defined below), on the first preceding Business Day. In
fixing a meeting date for any Special Meeting, the Board of Directors, the
Chairman of the Board or the President may consider such factors as it or he
deems relevant within the good faith exercise of its or his business judgment,
including, without limitation, the nature of the action proposed to be taken,
the facts and circumstances surrounding any demand for such meeting, and any
plan of the Board of Directors to call an Annual Meeting or a Special Meeting
for the conduct of related business.

            (f) The corporation may engage regionally or nationally recognized
independent inspectors of elections to act as an agent of the corporation for
the purpose of promptly performing a ministerial review of the validity of any
purported written demand or demands for a Special Meeting received by the
Secretary. For the purpose of permitting the inspectors to perform such review,
no purported demand shall be deemed to have been delivered to the corporation
until the earlier of (i) five Business Days following receipt by the Secretary
of such purported demand and (ii) such date as the independent inspectors
certify to the corporation that the valid demands received by the Secretary
represent at least 10% of all the votes entitled to be cast on each issue
proposed to be considered at the Special Meeting. Nothing contained in this
paragraph (f) shall in any way be construed to suggest or imply that the Board
of Directors or any shareholder shall not be entitled to contest the validity of
any demand, whether during or after such five Business Day period, or to take
any other action (including, without limitation, the commencement, prosecution
or defense of any litigation with respect thereto).

            (g) For purposes of these Bylaws, "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.

                                      -4-


            2.04. Place of Meeting. The Board of Directors, the Chairman of the
Board, the President or the Secretary may designate any place, either within or
without the State of Wisconsin, as the place of meeting for any Annual Meeting
or for any Special Meeting or for any postponement or adjournment thereof. If no
designation is made, the place of meeting shall be the principal business office
of the corporation in the State of Wisconsin. Any meeting may be adjourned to
reconvene at any place designated by vote of the Board of Directors or by the
Chairman of the Board, the President or the Secretary.

            2.05. Notice of Meeting. Written or printed notice stating the date,
time and place of any Annual Meeting or Special Meeting shall be delivered not
less than three days (unless a longer period is required by the Wisconsin
Business Corporation Law) nor more than 70 days before the date of such meeting
either personally or by mail, by or at the direction of the Chairman of the
Board, the President or the Secretary, to each shareholder of record entitled to
vote at such meeting and to such other shareholders as required by the Wisconsin
Business Corporation Law. In the event of any Demand Special Meeting, such
notice shall be sent not more than 45 days after the Delivery Date. If mailed,
notice pursuant to this Section 2.05 shall be deemed to be effective when
deposited in the United States mail, addressed to the shareholder at his address
as it appears on the stock record books of the corporation, with postage thereon
prepaid. Unless otherwise required by the Wisconsin Business Corporation Law or
the articles of incorporation of the corporation, a notice of an Annual Meeting
need not include a description of the purpose for which the meeting is called.
In the case of any Special Meeting, (a) the notice of meeting shall describe any
business that the Board of Directors shall have theretofore determined to bring
before the meeting and (b) in the case of a Demand Special Meeting, the notice
of meeting (i) shall describe any business set forth in the statement of purpose
of the demands received by the corporation in accordance with Section 2.03 of
these Bylaws and (ii) shall contain all of the information required in the
notice received by the corporation in accordance with Section 2.14(b) of these
Bylaws. If an Annual Meeting or Special Meeting is adjourned to a different
date, time or place, the corporation shall not be required to give notice of the
new date, time or place if the new date, time or place is announced at the
meeting before adjournment; provided, however, that if a new Meeting Record Date
for an adjourned meeting is or must be fixed, the corporation shall give notice
of the adjourned meeting to persons who are shareholders as of the new Meeting
Record Date.

            2.06. Fixing of Record Date. The Board of Directors may fix in
advance a date not less than 10 days and not more than 70 days prior to the date
of any Annual Meeting or Special Meeting as the record date for the purpose of
determining shareholders entitled to notice of, and to vote at, such meeting
("Meeting Record Date"). In the case of any Demand Special Meeting, (i) the
Meeting Record Date shall not be later than the 30th day after the Delivery Date
and (ii) if the Board of Directors fails to fix the Meeting Record Date within
30 days after the Delivery Date, then the close of business on such 30th day
shall be the Meeting Record Date. The shareholders of record on the Meeting
Record Date shall be the shareholders entitled to notice of, and to vote at, the
meeting. Except as provided by the Wisconsin Business Corporation Law for a
court-ordered adjournment, a determination of shareholders entitled to notice
of, and to vote at, any Annual Meeting or Special Meeting is effective for any
adjournment of such meeting unless the Board of Directors fixes a new Meeting
Record Date, which it shall do if the meeting is adjourned to a date more than
120 days after the date fixed for

                                      -5-


the original meeting. The Board of Directors may also fix in advance a date as
the record date for the purpose of determining shareholders entitled to take any
other action or determining shareholders for any other purpose. Such record date
shall be not more than 70 days prior to the date on which the particular action,
requiring such determination of shareholders, is to be taken. The record date
for determining shareholders entitled to a distribution (other than a
distribution involving a purchase, redemption or other acquisition of the
corporation's shares) or a share dividend is the date on which the Board of
Directors authorizes the distribution or share dividend, as the case may be,
unless the Board of Directors fixes a different record date.

            2.07. Voting Records. After a Meeting Record Date has been fixed,
the corporation shall prepare a list of the names of all of the shareholders
entitled to notice of the meeting. The list shall be arranged by class or series
of shares, if any, and show the address of, and number of shares held by, each
shareholder. Such list shall be available for inspection by any shareholder,
beginning two business days after notice of the meeting is given for which the
list was prepared and continuing to the date of the meeting, at the
corporation's principal office or at a place identified in the meeting notice in
the city where the meeting will be held. A shareholder or his agent may, on
written demand, inspect and, subject to the limitations imposed by the Wisconsin
Business Corporation Law, copy the list, during regular business hours and at
his expense, during the period that it is available for inspection pursuant to
this Section 2.07. The corporation shall make the shareholders' list available
at the meeting and any shareholder or his agent or attorney may inspect the list
at any time during the meeting or any adjournment thereof. Refusal or failure to
prepare or make available the shareholders' list shall not affect the validity
of any action taken at a meeting of shareholders.

            2.08. Quorum and Voting Requirements; Postponements; Adjournments.

            (a) Shares entitled to vote as a separate voting group may take
action on a matter at any Annual Meeting or Special Meeting only if a quorum of
those shares exists with respect to that matter. If the corporation has only one
class of stock outstanding, such class shall constitute a separate voting group
for purposes of this Section 2.08. Except as otherwise provided in the articles
of incorporation of this corporation or the Wisconsin Business Corporation Law,
a majority of the votes entitled to be cast on the matter shall constitute a
quorum of the voting group for action on that matter. Once a share is
represented for any purpose at any Annual Meeting or Special Meeting, other than
for the purpose of objecting to holding the meeting or transacting business at
the meeting, it is considered present for purposes of determining whether a
quorum exists for the remainder of the meeting and for any adjournment of that
meeting, unless a new Meeting Record Date is or must be set for the adjourned
meeting. If a quorum exists, except in the case of the election of directors,
action on a matter shall be approved if the votes cast within the voting group
favoring the action exceed the votes cast opposing the action, unless the
articles of incorporation of the corporation or the Wisconsin Business
Corporation Law requires a greater number of affirmative votes. Unless otherwise
provided in the articles of incorporation of the corporation, each director
shall be elected by a plurality of the votes cast by the shares entitled to vote
in the election of directors at any Annual Meeting or Special Meeting at which a
quorum is present.

                                      -6-


            (b) The Board of Directors acting by resolution may postpone and
reschedule any previously scheduled Annual Meeting or Special Meeting; provided,
however, that a Demand Special Meeting shall not be postponed beyond the 100th
day following the Delivery Date. Any Annual Meeting or Special Meeting may be
adjourned from time to time, whether or not there is a quorum, (i) at any time,
upon a resolution of shareholders if the votes cast in favor of such resolution
by the holders of shares of each voting group entitled to vote on any matter
theretofore properly brought before the meeting exceed the number of votes cast
against such resolution by the holders of shares of each such voting group or
(ii) at any time prior to the transaction of any business at such meeting, by
the Chairman of the Board or the President or pursuant to a resolution of the
Board of Directors. No notice of the time and place of adjourned meetings need
be given except as required by the Wisconsin Business Corporation Law. At any
adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally notified.

            2.09. Conduct of Meetings. The Chairman of the Board, and in his
absence, the Vice Chairman of the Board, and in his absence, the President, and
in their absence, a Vice President in the order provided under Section 4.08, and
in their absence, any person chosen by the shareholders present shall call any
Annual Meeting or Special Meeting to order and shall act as chairman of such
meeting, and the Secretary of the corporation shall act as secretary of all
Annual Meetings and Special Meetings, but in the absence of the Secretary, the
presiding officer may appoint any other person to act as secretary of the
meeting.

            2.10. Proxies. At all Annual Meetings and Special Meetings, a
shareholder entitled to vote may vote in person or by proxy. A shareholder may
appoint a proxy to vote or otherwise act for the shareholder by signing an
appointment form, either personally or by his attorney-in-fact. An appointment
of a proxy is effective when received by the Secretary or other officer or agent
of the corporation authorized to tabulate votes. An appointment is valid for
eleven months from the date of its signing unless a different period is
expressly provided in the appointment form. Unless otherwise provided, a proxy
may be revoked any time before it is voted, either by written notice filed with
the Secretary or the acting secretary of the meeting or by oral notice given by
the shareholder to the presiding officer during the meeting. The presence of a
shareholder who has filed his proxy does not of itself constitute a revocation.
The Board of Directors shall have the power and authority to make rules
establishing presumptions as to the validity and sufficiency of proxies.

            2.11. Voting of Shares.

            (a) Each outstanding share shall be entitled to one vote upon each
matter submitted to a vote at any Annual Meeting or Special Meeting, except to
the extent that the voting rights of the shares of any class or classes are
enlarged, limited or denied by the Wisconsin Business Corporation Law or the
articles of incorporation of the corporation.

            (b) Shares held by another corporation, if a sufficient number of
shares entitled to elect a majority of the directors of such other corporation
is held directly or indirectly by this corporation, shall not be entitled to
vote at any Annual Meeting or Special Meeting, but shares held in a fiduciary
capacity may be voted.

                                      -7-


            2.12. Acceptance of Instruments Showing Shareholder Action. If the
name signed on a vote, consent, waiver or proxy appointment corresponds to the
name of a shareholder, the corporation, if acting in good faith, may accept the
vote, consent, waiver or proxy appointment and give it effect as the act of a
shareholder. If the name signed on a vote, consent, waiver or proxy appointment
does not correspond to the name of a shareholder, the corporation may accept the
vote, consent, waiver or proxy appointment and give it effect as the act of the
shareholder if any of the following apply:

            (a) The shareholder is an entity and the name signed purports to be
that of an officer or agent of the entity.

            (b) The name purports to be that of a personal representative,
administrator, executor, guardian or conservator representing the shareholder
and, if the corporation requests, evidence of fiduciary status acceptable to the
corporation is presented with respect to the vote, consent, waiver or proxy
appointment.

            (c) The name signed purports to be that of a receiver or trustee in
bankruptcy of the shareholder and, if the corporation requests, evidence of this
status acceptable to the corporation is presented with respect to the vote,
consent, waiver or proxy appointment.

            (d) The name signed purports to be that of a pledgee, beneficial
owner, or attorney-in-fact of the shareholder and, if the corporation requests,
evidence acceptable to the corporation of the signatory's authority to sign for
the shareholder is presented with respect to the vote, consent, waiver or proxy
appointment.

            (e) Two or more persons are the shareholder as co-tenants or
fiduciaries and the name signed purports to be the name of at least one of the
co-owners and the person signing appears to be acting on behalf of all
co-owners.

            The corporation may reject a vote, consent, waiver or proxy
appointment if the Secretary or other officer or agent of the corporation who is
authorized to tabulate votes, acting in good faith, has reasonable basis for
doubt about the validity of the signature on it or about the signatory's
authority to sign for the shareholder.

            2.13. Waiver of Notice by Shareholders. A shareholder may waive any
notice required by the Wisconsin Business Corporation Law, the articles of
incorporation of the corporation or these Bylaws before or after the date and
time stated in the notice. The waiver shall be in writing and signed by the
shareholder entitled to the notice, contain the same information that would have
been required in the notice under applicable provisions of the Wisconsin
Business Corporation Law (except that the time and place of meeting need not be
stated) and be delivered to the corporation for inclusion in the corporate
records. A shareholder's attendance at any Annual Meeting or Special Meeting, in
person or by proxy, waives objection to all of the following: (a) lack of notice
or defective notice of the meeting, unless the shareholder at the beginning of
the meeting or promptly upon arrival objects to holding the meeting or
transacting business at the meeting; and (b) consideration of a particular

                                      -8-


matter at the meeting that is not within the purpose described in the meeting
notice, unless the shareholder objects to considering the matter when it is
presented.

            2.14. Notice of Shareholder Business and Nomination of Directors.

            (a) Annual Meetings.

            (i) Nominations of persons for election to the Board of Directors of
      the corporation and the proposal of business to be considered by the
      shareholders may be made at an Annual Meeting (A) pursuant to the
      corporation's notice of meeting, (B) by or at the direction of the Board
      of Directors or (C) by any shareholder of the corporation who is a
      shareholder of record at the time of giving of notice provided for in this
      Bylaw and who is entitled to vote at the meeting and complies with the
      notice procedures set forth in this Section 2.14.

            (ii) For nominations or other business to be properly brought before
      an Annual Meeting by a shareholder pursuant to clause (C) of paragraph
      (a)(i) of this Section 2.14, the shareholder must have given timely notice
      thereof in writing to the Secretary of the corporation. To be timely, a
      shareholder's notice shall be received by the Secretary of the corporation
      at the principal offices of the corporation not less than 45 days nor more
      than 70 days prior to the first annual anniversary of the date set forth
      in the corporation's proxy statement for the immediately preceding Annual
      Meeting as the date on which the corporation first mailed definitive proxy
      materials for the immediately preceding Annual Meeting (the "Anniversary
      Date"); provided, however, that in the event that the date for which the
      Annual Meeting is called is advanced by more than 30 days or delayed by
      more than 30 days from the first annual anniversary of the immediately
      preceding Annual Meeting, notice by the shareholder to be timely must be
      so delivered not earlier than the close of business on the 100th day prior
      to the date of such Annual Meeting and not later of (A) the 75th day prior
      to the date of such Annual Meeting or (B) the 10th day following the day
      on which public announcement of the date of such Annual Meeting is first
      made. In no event shall the announcement of an adjournment of an Annual
      Meeting commence a new time period for the giving of a shareholder notice
      as described above. Such shareholder's notice shall be signed by the
      shareholder of record who intends to make the nomination or introduce the
      other business (or his duly authorized proxy or other representative),
      shall bear the date of signature of such shareholder (or proxy or other
      representative) and shall set forth: (A) the name and address, as they
      appear on this corporation's books, of such shareholder and the beneficial
      owner or owners, if any, on whose behalf the nomination or proposal is
      made; (B) the class and number of shares of the corporation which are
      beneficially owned by such shareholder or beneficial owner or owners; (C)
      a representation that such shareholder is a holder of record of shares of
      the corporation entitled to vote at such meeting and intends to appear in
      person or by proxy at the meeting to make the nomination or introduce the
      other business specified in the notice; (D) in the case of any proposed
      nomination for election or re-election as a director,(I) the

                                      -9-


      name and residence address of the person or persons to be nominated, (II)
      a description of all arrangements or understandings between such
      shareholder or beneficial owner or owners and each nominee and any other
      person or persons (naming such person or persons) pursuant to which the
      nomination is to be made by such shareholder, (III) such other information
      regarding each nominee proposed by such shareholder as would be required
      to be disclosed in solicitations of proxies for elections of directors, or
      would be otherwise required to be disclosed, in each case pursuant to
      Regulation 14A under the Exchange Act, including any information that
      would be required to be included in a proxy statement filed pursuant to
      Regulation 14A had the nominee been nominated by the Board of Directors
      and (IV) the written consent of each nominee to be named in a proxy
      statement and to serve as a director of the corporation if so elected; and
      (E) in the case of any other business that such shareholder proposes to
      bring before the meeting, (I) a brief description of the business desired
      to be brought before the meeting and, if such business includes a proposal
      to amend these Bylaws, the language of the proposed amendment, (II) such
      shareholder's and beneficial owner's or owners' reasons for conducting
      such business at the meeting and (III) any material interest in such
      business of such shareholder and beneficial owner or owners.

            (iii) Notwithstanding anything in the second sentence of paragraph
      (a)(ii) of this Section 2.14 to the contrary, in the event that the number
      of directors to be elected to the Board of Directors of the corporation is
      increased and there is no public announcement naming all of the nominees
      for director or specifying the size of the increased Board of Directors
      made by the corporation at least 45 days prior to the Anniversary Date, a
      shareholder's notice required by this Section 2.14 shall also be
      considered timely, but only with respect to nominees for any new positions
      created by such increase, if it shall be received by the Secretary at the
      principal offices of the corporation not later than the close of business
      on the 10th day following the day on which such public announcement is
      first made by the corporation.

            (b) Special Meetings. Only such business shall be conducted at a
Special Meeting as shall have been described in the notice of meeting sent to
shareholders pursuant to Section 2.05 of these Bylaws. Nominations of persons
for election to the Board of Directors may be made at a Special Meeting at which
directors are to be elected pursuant to such notice of meeting (i) by or at the
direction of the Board of Directors or (ii) by any shareholder of the
corporation who (A) is a shareholder of record at the time of giving of such
notice of meeting, (B) is entitled to vote at the meeting and (C) complies with
the notice procedures set forth in this Section 2.14. Any shareholder desiring
to nominate persons for election to the Board of Directors at such a Special
Meeting shall cause a written notice to be received by the Secretary of the
corporation at the principal offices of the corporation not earlier than ninety
days prior to such Special Meeting and not later than the close of business on
the later of (x) the 60th day prior to such Special Meeting and (y) the 10th day
following the day on which public announcement is first made of the date of such
Special Meeting and of the nominees proposed by the Board of Directors to be
elected at such meeting. Such written notice shall be signed by the shareholder
of

                                      -10-


record who intends to make the nomination (or his duly authorized proxy or other
representative), shall bear the date of signature of such shareholder (or proxy
or other representative) and shall set forth: (A) the name and address, as they
appear on the corporation's books, of such shareholder and the beneficial owner
or owners, if any, on whose behalf the nomination is made; (B) the class and
number of shares of the corporation which are beneficially owned by such
shareholder or beneficial owner or owners; (C) a representation that such
shareholder is a holder of record of shares of the corporation entitled to vote
at such meeting and intends to appear in person or by proxy at the meeting to
make the nomination specified in the notice; (D) the name and residence address
of the person or persons to be nominated; (E) a description of all arrangements
or understandings between such shareholder or beneficial owner or owners and
each nominee and any other person or persons (naming such person or persons)
pursuant to which the nomination is to be made by such shareholder; (F) such
other information regarding each nominee proposed by such shareholder as would
be required to be disclosed in solicitations of proxies for elections of
directors, or would be otherwise required to be disclosed, in each case pursuant
to Regulation 14A under the Exchange Act, including any information that would
be required to be included in a proxy statement filed pursuant to Regulation 14A
had the nominee been nominated by the Board of Directors; and (G) the written
consent of each nominee to be named in a proxy statement and to serve as a
director of the corporation if so elected.

            (c) General.

            (i) Only persons who are nominated in accordance with the procedures
      set forth in this Section 2.14 shall be eligible to serve as directors.
      Only such business shall be conducted at an Annual Meeting or Special
      Meeting as shall have been brought before such meeting in accordance with
      the procedures set forth in this Section 2.14. The chairman of the meeting
      shall have the power and duty to determine whether a nomination or any
      business proposed to be brought before the meeting was made in accordance
      with the procedures set forth in this Section 2.14 and, if any proposed
      nomination or business is not in compliance with this Section 2.14, to
      declare that such defective proposal shall be disregarded.

            (ii) For purposes of this Section 2.14, "public announcement" shall
      mean disclosure in a press release reported by the Dow Jones News Service,
      Associated Press or comparable national news service or in a document
      publicly filed by the corporation with the Securities and Exchange
      Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

            (iii) Notwithstanding the foregoing provisions of this Section 2.14,
      a shareholder shall also comply with all applicable requirements of the
      Exchange Act and the rules and regulations thereunder with respect to the
      matters set forth in this Section 2.14. Nothing in this Section 2.14 shall
      be deemed to limit the corporation's obligation to include shareholder
      proposals in its proxy statement if such inclusion is required by Rule
      14a-8 under the Exchange Act.

                                      -11-


                         ARTICLE III. BOARD OF DIRECTORS

            3.01 General Powers; Number and Classification; Vacancy.

            (a) All corporate powers shall be exercised by or under the
authority of, and the business and affairs of the corporation shall be managed
under the direction of, the Board of Directors.

            (b) The number of directors of the corporation shall be not less
than 7 nor more than 17, as determined from time to time by the Board of
Directors, divided into three substantially equal classes and designated as
Class I, Class II and Class III, respectively. Commencing at a Special Meeting
to be held promptly after the adoption of these Bylaws, a class of directors
shall be elected to Class I for a term to expire at the 1992 Annual Meeting, a
class of directors shall be elected to Class II for a term to expire at the 1993
Annual Meeting and a class of directors shall be elected to Class III for a term
to expire at the 1994 Annual Meeting and, in each case, until their successors
are duly qualified and elected. At each Annual Meeting thereafter the successors
to the class of directors whose term shall expire at the time of Annual Meeting
shall be elected to hold office until the third succeeding Annual Meeting, and
until their successors are duly qualified and elected or until there is a
decrease in the number of directors that takes effect after the expiration of
their term.

            (c) Any vacancy occurring in the Board of Directors, including a
vacancy created by an increase in the number of directors, shall be filled by
the affirmative vote of a majority of the directors then in office, though less
than a quorum of the Board of Directors, or by a sole remaining director. Any
director so elected shall serve until the next election of the class for which
such director shall have been chosen and until his successor shall be duly
qualified and elected.

            3.02. Resignations and Qualifications. A director may resign at any
time by delivering written notice which complies with the Wisconsin Business
Corporation Law to the Board of Directors, the Chairman of the Board or to the
corporation. A director's resignation is effective when the notice is delivered
unless the notice specifies a later effective date. Directors need not be
residents of the State of Wisconsin or shareholders of the corporation.

            3.03. Regular Meetings. A regular meeting of the Board of Directors
shall be held without other notice than this Bylaw immediately after the Annual
Meeting. The place of such regular meeting shall be the same as the place of the
Annual Meeting which precedes it, or such other suitable place as may be
announced to directors at or before such Annual Meeting. The Board of Directors
may provide, by resolution, the date, time and place, either within or without
the State of Wisconsin, for the holding of additional regular meetings of the
Board of Directors without other notice than such resolution.

            3.04. Special Meetings. Special meetings of the Board of Directors
may be called by or at the request of the Chairman of the Board, President,
Secretary or any two directors. The Chairman of the Board, the President or the
Secretary may designate any place,

                                      -12-


either within or without the State of Wisconsin, as the place for holding any
such special meeting. If no designation is made, the place of meeting shall be
the principal business office of the corporation in the State of Wisconsin.

            3.05 Notice; Waiver. Notice of each meeting of the Board of
Directors (unless otherwise provided in or pursuant to Section 3.03) shall be
given to each director not less than 24 hours prior to the meeting by giving
oral, telephonic or written notice to a director communicated in person, or by
telegram, facsimile or other form of wire or wireless communication, or not less
than 48 hours prior to a meeting by delivering, sending by private carrier or
mailing written notice to the business address or such other address as a
director shall have designated in writing filed with the Secretary. If mailed,
such notice shall be deemed to be effective when deposited in the United States
mail so addressed with postage thereon prepaid. If notice be given by telegram,
such notice shall be deemed to be effective when the telegram addressed as in
case of notice by mail is delivered to the telegraph company. If notice is given
by private carrier, such notice shall be deemed to be effective when the notice
addressed as in case of notice by mail is delivered to the private carrier.
Whenever any notice whatever is required to be given to any director of the
corporation under the articles of incorporation of the corporation, these Bylaws
or any provision of the Wisconsin Business Corporation Law, a waiver thereof in
writing, signed at any time, whether before or after the date and time of
meeting, by the director entitled to such notice, shall be deemed equivalent to
the giving of such notice. The corporation shall retain any such waiver as part
of its permanent corporate records, but only for so long as such other permanent
corporate records are maintained. A director's attendance at, or participation
in, a meeting waives any required notice to him of the meeting unless the
director at the beginning of the meeting or promptly upon his arrival objects to
holding the meeting or transacting business at the meeting and does not
thereafter vote for or assent to action taken at the meeting. Neither the
business to be transacted at, nor the purpose of, any regular or special meeting
of the Board of Directors need be specified in the notice, or waiver of notice,
of such meeting.

            3.06. Quorum. Except as otherwise provided by the Wisconsin Business
Corporation Law, the articles of incorporation of the corporation or these
Bylaws, a majority of the number of directors fixed in Section 3.01 shall
constitute a quorum for the transaction of business at any meeting of the Board
of Directors, but a majority of the directors present (though less than such
quorum) may adjourn any meeting of the Board of Directors or any committee
thereof, as the case may be, from time to time without further notice. Except as
otherwise provided by the Wisconsin Business Corporation Law, the articles of
incorporation or by these Bylaws, a quorum of any committee of the Board of
Directors created pursuant to Section 3.12 hereof shall consist of a majority of
the number of directors appointed to serve on the committee, but a majority of
the members present (though less than a quorum) may adjourn the meeting from
time to time without further notice.

            3.07. Manner of Acting. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors, unless the act of a greater number is required by the Wisconsin
Business Corporation Law, the articles of incorporation of this corporation or
these Bylaws.

                                      -13-


            3.08. Conduct of Meetings. The Chairman of the Board, and in his
absence, the Vice Chairman of the Board, and in their absence, the President and
in their absence, a Vice President in the order provided under Section 4.08, and
in their absence, any director chosen by the directors present, shall call
meetings of the Board of Directors, but in the absence of the Secretary, the
presiding officer may appoint any Assistant Secretary or any director or any
other person present to act as secretary of the meeting. Minutes of any regular
or special meeting of the Board of Directors shall be prepared and distributed
to each director.

            3.09. Compensation. The Board of Directors, irrespective of any
personal interest of any of its members, may establish reasonable compensation
of all directors for services to the corporation as directors, officers or
otherwise, or may delegate such authority to an appropriate committee. The Board
of Directors also shall have authority to provide for, or to delegate authority
to an appropriate committee to provide for, reasonable pensions, disability or
death benefits, and other benefits or payments, to directors, officers and
employees and to their estates, families, dependents, or beneficiaries on
account of prior services rendered by such directors, officers and employees to
the corporation.

            3.10. Unanimous Consent Without Meeting. Any action required or
permitted by the articles of incorporation of the corporation, these Bylaws or
any provision of the Wisconsin Business Corporation Law to be taken by the Board
of Directors (or any committee thereof created pursuant to Section 3.12) at a
meeting may be taken without a meeting if a consent in writing, setting forth
the action so taken, shall be signed by all members of the Board of Directors or
of the committee, as the case may be, then in office. Any such consent action
may be signed in separate counterparts and shall be effective when the last
director or committee member signs the consent, unless the consent specifies a
different effective date.

            3.11. Presumption of Assent. A director of the corporation who is
present at a meeting of the Board of Directors or any committee thereof of which
he is a member at which action on any corporate matter is taken shall be
presumed to have assented to the action taken unless any of the following
occurs: (a) the director objects at the beginning of the meeting or promptly
upon his arrival to holding the meeting or transacting business at the meeting;
(b) the director's dissent or abstention from the action taken is entered in the
minutes of the meeting; or (c) the director delivers written notice that
complies with the Wisconsin Business Corporation Law of his dissent or
abstention to the presiding officer of the meeting before its adjournment or to
the corporation immediately after adjournment of the meeting. Such right to
dissent or abstain shall not apply to a director who voted in favor of such
action.

            3.12. Committees.

            (a) (i) An Executive Committee consisting of three or more members
      of the Board of Directors be and it hereby is created. The Board of
      Directors by the affirmative vote of a majority of the number of directors
      fixed in Section 3.01, shall designate the members of the Executive
      Committee, one of whom shall be designated by the Board of Directors as
      Chairman of the Executive Committee. The Executive Committee shall have
      and may exercise all powers of the Board of

                                      -14-


      Directors in the management of the business and affairs of the corporation
      when the Board of Directors is not in session; provided, however, that the
      Executive Committee shall have no power or authority to take action on
      behalf of the Board of Directors to the extent limited in Section 3.12(b)
      of these Bylaws or the Wisconsin Business Corporation Law. The Board of
      Directors shall have the power at any time to fill vacancies in, to change
      the members of, or to dissolve the Executive Committee by the affirmative
      vote of a majority of the directors then in office, though less than a
      quorum of the Board of Directors, or by a sole remaining director.

            (ii) Notice of each meeting of the Executive Committee shall be
      given to each member thereof in accordance with Section 3.05. The
      attendance or participation of a committee member at a meeting shall
      constitute a waiver of required notice to him of such meeting, unless the
      committee member at the beginning of the meeting or promptly upon his
      arrival objects to holding the meeting or transacting business at the
      meeting and does not thereafter vote for or assent to action taken at the
      meeting. Neither the business to be transacted at, not the purpose of, any
      meeting of the Executive Committee need be specified in the notice, or
      waiver of notice, of such meeting.

            (iii) The act of the majority of the members present at a meeting at
      which a quorum is present shall be the act of the Executive Committee,
      unless the act of a greater number is required by the Wisconsin Business
      Corporation Law or by the articles incorporation of the corporation or
      these Bylaws.

            (iv) The Chairman of the Executive Committee, and, in his absence,
      any member chosen by the members present, shall call meetings of the
      Executive Committee to order and shall act as chairman of the meeting. The
      presiding officer may appoint any member or other person present to act as
      secretary of the meeting. Unless otherwise provided by the Wisconsin
      Business Corporation Law, the articles of incorporation of the corporation
      or these Bylaws, the Executive Committee shall fix its own rules governing
      the conduct of its activities and shall keep and report to the Board of
      Directors regular minutes of the proceedings of the Executive Committee
      for subsequent approval by the Board of Directors.

            (b) The Board of Directors by resolution adopted by the affirmative
vote of a majority of the number of directors fixed in Section 3.01 may
designate one or more other committees, appoint members of the Board of
Directors to serve on the committees and designate other members of the Board of
Directors to serve as alternates. Alternate members of a committee shall take
the place of any absent member or members at any meeting of such committee upon
request of the Chairman of the Board or the President or upon request of the
chairman of such meeting. Each committee (other than the Executive Committee)
shall consist of two or more directors elected by, and to serve at the pleasure
of, the Board of Directors. A committee may be authorized to exercise the
authority of the Board of Directors, except that a committee (including the
Executive Committee) may not do any of the following: (a) authorize
distributions; (b) approve or propose to shareholders action that the Wisconsin
Business

                                      -15-


Corporation Law requires to be approved by shareholders; (c) fill vacancies on
the Board of Directors or, unless the Board of Directors provides by resolution
that vacancies on a committee shall be filled by the affirmative vote of the
remaining committee members, on any Board committee; (d) amend the articles of
incorporation of the corporation; (e) adopt, amend or repeal these Bylaws; (f)
approve a plan of merger not requiring shareholder approval; (g) authorize or
approve reacquisition of shares, except according to a formula or method
prescribed by the Board of Directors; and (h) authorize or approve the issuance
or sale or contract for sale of shares, or determine the designation and
relative rights, preferences and limitations of a class or series of shares,
except that the Board of Directors may authorize a committee to do so within
limits prescribed by the Board of Directors. Unless otherwise provided by the
Board of Directors in creating the committee, a committee (including the
Executive Committee) may employ counsel, accountants and other consultants to
assist it in the exercise of its authority. Notices of committee meetings shall
be given to committee members in compliance with Section 3.05. Each such
committee shall fix its own rules governing the conduct of its activities and
shall make such reports to the Board of Directors of its activities as the Board
of Directors may request.

            3.13. Telephonic Meetings. Except as herein provided and
notwithstanding any place set forth in the notice of the meeting or these
Bylaws, members of the Board of Directors (and any committees thereof created
pursuant to Section 3.12) may participate in regular or special meetings by, or
through the use of, any means of communication by which all participants may
simultaneously hear each other, such as by conference telephone. If a meeting is
conducted by such means, then at the commencement of such meeting the presiding
officer shall inform the participating directors that a meeting is taking place
at which official business may be transacted. Any participant in a meeting by
such means shall be deemed present in person at such meeting. If action is to be
taken at any meeting held by such means on any of the following: (a) a plan of
merger or share exchange; (b) a sale, lease, exchange or other disputation of
substantial property or assets of the corporation; (c) a voluntary dissolution
or the revocation of voluntary dissolution proceedings; or (d) a filing for
bankruptcy, then the identity of each director participating in such meeting
must be verified by the disclosure at such meeting by each such director of each
such director's social security number to the secretary of the meeting before a
vote may be taken on any of the foregoing matters. For purposes of the preceding
clause (b), the phrase "sale, lease, exchange or other disposition of
substantial property or assets" shall mean any sale, lease, exchange or other
disposition of property or assets of the corporation having a net book value
equal to 10% or more of the net book value of the total assets of the
corporation on and as of the close of the fiscal year last ended prior to the
date of such meeting and as to which financial statements of the corporation
have been prepared.

                              ARTICLE IV. OFFICERS

            4.01. Number. The principal offices of the corporation shall be a
Chairman of the Board, a President, one or more Vice Presidents, as authorized
from time to time by the Board of Directors, a Controller, a Secretary and a
Treasurer and such other officers and agents as the Board of Directors may from
time to time determine necessary, each of whom shall be chosen by the Board of
Directors. The Board of Directors may also from time to time elect or appoint a
Vice Chairman of the Board. The Board of Directors may also authorize any duly

                                      -16-


authorized officer to appoint one or more officers or assistant officers. Any
number of offices may be held by the same person.

            4.02. Election and Term of Office. The officers of the corporation
to be elected by the Board of Directors shall be elected annually at the first
meeting of the Board of Directors held after each Annual Meeting. If the
election of officers shall not be held at such meeting, such election shall be
held as soon thereafter as practicable. Each officer shall hold office until his
successor shall have been duly chosen or until his prior death, resignation or
removal.

            4.03. Removal. The Board of Directors may remove any officer and,
unless restricted by the Board of Directors or these Bylaws, an officer may
remove any officer or assistant officer appointed by that officer, at any time,
with or without cause and notwithstanding the contract rights, if any, of the
officer removed. The election or appointment of an officer does not of itself
create contract rights.

            4.04. Resignations and Vacancies.

            (a) An officer may resign at any time by delivering notice to the
corporation that complies with the Wisconsin Business Corporation Law. The
resignation shall be effective when the notice is delivered, unless the notice
specifies a later effective date and the corporation accepts the later effective
date.

            (b) A vacancy in the office of Chairman of the Board, President,
Secretary or Treasurer shall be filled by the Board of Directors for the
unexpired portion of the term. A vacancy in any other office may also be filled
by the Board of Directors, should it deem it necessary to do so. If a
resignation of an officer is effective at a later date as contemplated by this
Section 4.04, the Board of Directors may fill the pending vacancy before the
effective date if the Board of Directors provides that the successor may not
take office until the effective date.

            4.05. Chairman of the Board. The Chairman of the Board shall be the
Chief Executive Officer of the corporation and shall preside at all meetings of
the shareholders and at all meetings of the Board of Directors. Subject to the
control of the Board of Directors, the Chairman of the Board shall, in general,
supervise and control the business and affairs of the corporation. He shall also
in general perform such other duties as may be assigned herein and as may be
assigned or delegated by the Board of Directors from time to time. The Chairman
shall have authority, subject to such rules as may be prescribed by the Board of
Directors, to appoint and remove such agents and employees of the corporation as
he shall deem necessary, to prescribe their powers, duties and compensation and
to delegate authority to them. The Chairman shall have authority to sign,
execute and acknowledge, on behalf of the corporation, all deeds, mortgages,
bonds, stock certificates, contracts, leases, reports and all other documents or
instruments necessary or proper to be executed in the course of the
corporation's regular business, or which shall be authorized by resolution of
the Board of Directors; and, except as otherwise provided by law or the Board of
Directors, he may authorize the President, any Executive Vice President or any
Vice President or other officer or agent of the corporation to sign, execute and
acknowledge such documents or instruments in his place and stead.

                                      -17-


            4.06. Vice Chairman of the Board. The Vice Chairman of the Board, if
one shall be elected or appointed, shall in the absence of the Chairman of the
Board, perform the duties and functions of the Chairman of the Board insofar as
such duties relate to presiding at meetings of shareholders and the Board of
Directors. He shall also in general perform such other duties and functions as
may be delegated or assigned to him by the Board of Directors or the Chairman of
the Board.

            4.07. President. The President shall be the Chief Operating Officer
of the corporation. The President shall have authority, subject to such rules as
may be prescribed by the Board of Directors and as may be limited by the Chief
Executive Officer, to appoint and remove such agents and employees of the
corporation as he shall deem necessary, to prescribe their powers, duties and
compensation and to delegate authority to them. He shall have authority to sign,
execute and acknowledge, on behalf of the corporation, all deeds, mortgages,
contracts, leases, reports and all other documents or instruments necessary or
proper to be executed in the course of the corporation's regular business, or
which shall be authorized by resolution of the Board of Directors; and, except
as otherwise provided by law or the Board of Directors, he may authorize any
Executive Vice President or any Vice President or other officer or agent of the
corporation to sign, execute and acknowledge such documents or instruments in
his place and stead. In general he shall perform all duties incident to the
office of President and Chief Operating Officer and such other duties as may be
assigned or delegated by the Chief Executive Officer from time to time.

            4.08. The Vice Presidents. The Board of Directors shall elect one or
more Vice Presidents as it shall deem necessary for the carrying out of the
corporation's business, some of whom may be designated as Executive Vice
Presidents and some of whom may be designated as Senior Vice Presidents. In the
absence of the President or in the event of his death, inability or refusal to
act, the Vice President (or, in the event there be more than one Vice President,
giving priority to any Executive Vice Presidents, and then to any Senior Vice
Presidents (in the order of their respective priorities), but otherwise in the
order designated by the Board of Directors or in the absence of any such
designation, then in order of choosing) shall perform the duties of the
President and, when so acting, shall have all the powers of and be subject to
all restrictions upon the President. Any Vice President shall perform such
duties and have such authority, as, from time to time, may be delegated or
assigned to him by the President, or by the Board of Directors. The execution of
any instrument of the corporation by any Vice President shall be conclusive
evidence as to third parties of his authority to act in the stead of the
President.

            4.09. The Secretary. The Secretary shall: (a) keep the minutes of
the Annual Meetings and Special Meetings and other meetings of the Board of
Directors in one or more books provided for that purpose (including records of
consent actions taken by the shareholders or the Board of Directors (or
committees thereof) without a meeting; (b) see that all notices are duly given
in accordance with the provisions of these Bylaws or as required by the
Wisconsin Business Corporation Law; (c) be custodian of the corporate records
and of the seal of the corporation and see that the seal of the corporation is
affixed to all documents the execution of which on behalf of the corporation
under its seal is duly authorized; (d) maintain a record of the shareholders of
the corporation, in a form that permits preparation of a list of the names and
addresses of all shareholders, by class or series of shares, if any, and showing
the number and

                                      -18-


class or series of shares, if any, held by each shareholder; (e) sign with the
President, or a Vice President, certificates for shares of the corporation, the
issuance of which shall have been authorized by resolution of the Board of
Directors; (f) have general charge of the stock transfer books of the
corporation; and (g) in general perform all duties incident to the office of
Secretary and have such other duties and exercise such authority as from time to
time may be delegated or assigned to him by the President, any Vice President or
the Board of Directors.

            4.10. The Treasurer. The Treasurer shall: (a) have charge and
custody of and be responsible for all funds and securities of the corporation;
(b) receive and give receipts for moneys due and payable to the corporation from
any source whatsoever, and deposit all such moneys in the name of the
corporation in such banks, trust companies or other depositories as shall be
selected in accordance with the provisions of Section 5.04; and (c) in general
perform all of the duties incident to the office of Treasurer and have such
other duties and exercise such other authority as from time to time may be
delegated or assigned to him by the President, any Vice President or the Board
of Directors. If required by the Board of Directors, the Treasurer shall give a
bond for the faithful discharge of his duties in such sum and with such surety
or sureties as the Board of Directors shall determine.

            4.11. Controller. Subject to the control and supervision of the
Board of Directors, the Controller shall have charge of the books of account of
the corporation and maintain appropriate accounting records and he shall perform
such other duties and exercise such other authority as from time to time may be
delegated or assigned to him by the Board of Directors, the President or the
Vice President responsible for financial matters.

            4.12. Assistant Secretaries and Assistant Treasurers. There shall be
such number of Assistant Secretaries and Assistant Treasurers as the Board of
Directors may from time to time authorize. The Assistant Secretaries may sign
with the President or a Vice President certificates for shares of the
corporation, the issuance of which shall have been authorized by a resolution of
the Board of Directors. The Assistant Treasurers shall respectively, if required
by the Board of Directors, give bonds for the faithful discharge of their duties
in such sums and with such sureties as the Board of Directors shall determine.
The Assistant Secretaries and Assistant Treasurers, in general, shall perform
such duties and have such authority as shall from time to time be delegated or
assigned to them by the Secretary or the Treasurer, respectively, or by the
President, any Vice President or the Board of Directors.

            4.13. Other Assistants and Acting Officers. The Board of Directors
shall have the power to appoint, or to authorize any duly appointed officer of
the corporation to appoint, any person to act as assistant to any officer, or as
agent for the corporation in his stead, or to perform the duties of such officer
whenever for any reason it is impracticable for such officer to act personally,
and such assistant or acting officer or other agent so appointed by the Board of
Directors or an authorized officer shall have the power to perform all the
duties of the office to which he is so appointed to be assistant, or as to which
he is so appointed to act, except as such power may be otherwise defined or
restricted by the Board of Directors or the appointing officer.

            4.14. Salaries. The salaries of the principal officers shall be
fixed from time to time by the Board of Directors or, except in the case of the
Chairman of the Board, the Vice

                                      -19-


Chairman of the Board, President or any Executive Vice President, by a duly
authorized committee thereof, and no officer shall be prevented from receiving
such salary by reason of the fact that he is also a director of the corporation.

                       ARTICLE V. CONTRACTS, LOANS, CHECKS
                      AND DEPOSITS; SPECIAL CORPORATE ACTS

            5.01. Contracts. The Board of Directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute or deliver any
instrument in the name of and on behalf of the corporation, and such
authorization may be general or confined to specific instances. In the absence
of other designation, all deeds, mortgages and instruments of assignment or
pledge made by the corporation shall be executed in the name of the corporation
by the President or any Vice President and by the Secretary, an Assistant
Secretary, the Treasurer or an Assistant Treasurer; the Secretary or an
Assistant Secretary, when necessary or required, shall affix the corporate seal
thereto; and when so executed no other party to such instrument or any third
party shall be required to make any inquiry into the authority of the signing
officer or officers.

            5.02. Loans. No loans shall be contracted on behalf of the
corporation and no evidences of indebtedness shall be issued in its name unless
authorized by or under the authority of a resolution of the Board of Directors.
Such authorization may be general or confined to specific instances.

            5.03. Checks, Drafts, Etc. All checks, drafts or other orders for
the payment of money, notes or other evidences of indebtedness issued in the
name of the corporation, shall be signed by such officer or officers, agent or
agents of the corporation and in such manner as shall from time to time be
determined by or under the authority of a resolution of the Board of Directors.

            5.04. Deposits. All funds of the corporation not otherwise employed
shall be deposited from time to time to the credit of the corporation in such
banks, trust companies or other depositories as may be selected by or under the
authority of a resolution of the Board of Directors.

            5.05. Voting of Securities Owned by the Corporation. Subject always
to the specific directions of the Board of Directors, any share or shares of
stock or other securities issued by any other corporation and owned or
controlled by the corporation may be voted at any meeting of security holders of
such other corporation by the President or by any Vice President who may be
present. Whenever, in the judgment of the President or of any Vice President, it
is desirable for the corporation to execute a proxy or written consent in
respect to any share or shares of stock or other securities issued by any other
corporation and owned by the corporation, such proxy or consent shall be
executed in the name of the corporation by the President or by any one of the
Vice Presidents and, if required, should be attested by the Secretary or an
Assistant Secretary under the corporate seal without necessity of any
authorization by the Board of Directors. Any person or persons designated in the
manner above stated as the proxy or proxies of the corporation shall have full
right, power and authority to vote the share or shares of stock

                                      -20-


issued by such other corporation and owned by the corporation the same as such
share or shares might be voted by the corporation.

            5.06. No Nominee Procedures. The corporation has not established,
and nothing in these Bylaws shall be deemed to establish, any procedure by which
a beneficial owner of the corporation's shares that are registered in the name
of a nominee is recognized by the corporation as the shareholder under Section
180.0723 of the Wisconsin Business Corporation Law.

             ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER

            6.01. Certificates for Shares. Certificates representing shares of
the corporation shall be in such form consistent with the Wisconsin Business
Corporation Law, as shall be determined by the Board of Directors. Such
certificates shall be signed by the President or a Vice President and by the
Treasurer or an Assistant Treasurer or by the Secretary or an Assistant
Secretary. All certificates for shares shall be consecutively numbered or
otherwise identified. The name and address of the person to whom the shares
represented thereby are issued, with the number of shares and date of issue,
shall be registered upon the stock transfer books of the corporation. All
certificates surrendered to the corporation for transfer shall be canceled and
no new certificate shall be issued until the former certificate for a like
number of shares shall have been surrendered and canceled, except as provided in
Section 6.06.

            6.02. Facsimile Signature and Seal. The seal of the corporation on
any certificates for shares may be a facsimile. The signatures of the President
or Vice President and the Treasurer or Assistant Treasurer or the Secretary or
an Assistant Secretary upon a certificate may be facsimiles if the certificate
is manually countersigned (a) by a transfer agent other than the corporation or
its employee, or (b) by a registrar other than the corporation or its employee.

            6.03. Signature by Former Officers. The validity of a share
certificate is not affected if a person who signed the certificate (either
manually or in facsimile) no longer holds office when the certificate is issued.
If any officer, who has signed or whose facsimile signature has been placed upon
any certificate for shares, has ceased to be such officer before such
certificate is issued, it may be issued by the corporation with the same effect
as if he were such officer at the date of its issue.

            6.04. Transfer of Shares. Prior to due presentment of a certificate
for shares for registration of transfer the corporation may treat the registered
owner of such shares as the person exclusively entitled to vote, to receive
notifications and otherwise to exercise all the rights and powers of an owner.
Where a certificate for shares is presented to the corporation with a request to
register for transfer, the corporation shall not be liable to the owner or any
other person suffering loss as a result of such registration of transfer if (a)
there were on the certificate the necessary endorsements, and (b) the
corporation had no duty to inquire into adverse claims or has discharged any
such duty. The corporation may require reasonable assurance that such
endorsements are genuine and effective and compliance with such other
regulations as may be prescribed under the authority of the Board of Directors.

                                      -21-


            6.05. Restrictions on Transfer. The face or reverse side of each
certificate representing shares shall bear a conspicuous notation of any
restriction imposed by the corporation upon the transfer of such shares.

            6.06. Lost, Destroyed or Stolen Certificates. The Board of Directors
may direct a new certificate or certificates to be issued in place of any
certificate or certificates theretofore issued by the corporation alleged to
have been lost, stolen or destroyed, upon the making of an affidavit of that
fact by the person claiming the certificate of stock to be lost, stolen or
destroyed. When authorizing such issue of a new certificate or certificates, the
Board of Directors may, in its discretion and as a condition precedent to the
issuance thereof, require the person requesting such new certificate or
certificates, or his or her legal representative, to give the corporation a bond
in such sum as it may direct as indemnity against any claim that may be made
against the corporation with respect to the certificate alleged to have been
lost, stolen or destroyed.

            6.07. Consideration for Shares. The Board of Directors may authorize
shares to be issued for consideration consisting of any tangible or intangible
property or benefit to the corporation, including cash, promissory notes,
services performed, contracts for services to be performed or other securities
of the corporation. Before the corporation issues shares, the Board of Directors
shall determine that the consideration received or to be received for the shares
to be issued is adequate. The determination of the Board of Directors is
conclusive insofar as the adequacy of consideration for the issuance of shares
relates to whether the shares are validly issued, fully paid and nonassessable.
The corporation may place in escrow shares issued in whole or in part for a
contract for future services or benefits, a promissory note, or other property
to be issued in the future, or make other arrangements to restrict the transfer
of the shares, and may credit distributions in respects of the shares against
their purchase price, until the services are performed, the benefits or property
are received or the promissory note is paid. If the services are not performed,
the benefits or property are not received or the promissory note is not paid,
the corporation may cancel, in whole or in part, the shares escrowed or
restricted and the distributions credited.

            6.08. Stock Regulations. The Board of Directors shall have the power
and authority to make all such further rules and regulations not inconsistent
with the statues of the State of Wisconsin as it may deem expedient concerning
the issue, transfer and registration of certificates representing shares of the
corporation.

                                ARTICLE VII. SEAL

            7.01. The Board of Directions shall provide a corporate seal for the
corporation which shall be circular in form and shall have inscribed thereon the
name of the corporation, and the state of incorporation and the words,
"Corporate Seal."

                          ARTICLE VIII. INDEMNIFICATION

            8.01. Certain Definitions. All capitalized terms used in this
Article VIII and not otherwise hereinafter defined in this Section 8.01 shall
have the meaning set forth in Section 180.0850 of the Statute. The following
terms (including any plural forms thereof) used

                                      -22-


in this Article VIII shall be defined as follows:

            (a) "Affiliate" shall include, without limitation, any corporation,
partnership, joint venture, employee benefit plan, trust or other enterprise
that directly or indirectly through one or more intermediaries, controls or is
controlled by, or is under common control with, the Corporation.

            (b) "Authority" shall mean the entity selected by the Director or
Officer to determine his or her right to indemnification pursuant to Section
8.04.

            (c) "Board" shall mean the entire then elected and serving Board of
Directors of the Corporation, including all members thereof who are Parties to
the subject Proceeding or any related Proceeding.

            (d) "Breach of Duty" shall mean the Director or Officer breached or
failed to perform his or her duties to the Corporation and his or her breach of
or failure to perform those duties is determined, in accordance with Section
8.04, to constitute misconduct under Section 180.0851 (2) (a) 1, 2, 3 or 4 of
the Statute.

            (e) "Corporation," as used herein and as defined in the Statute and
incorporated by reference into the definitions of certain other capitalized
terms used herein, shall mean this Corporation, including, without limitation,
any successor corporation or entity to this Corporation by way of merger,
consolidation or acquisition of all or substantially all of the capital stock or
assets of this Corporation.

            (f) "Director or Officer" shall have the meaning set forth in the
Statute; provided, that, for purposes of this Article VIII, it shall be
conclusively presumed that any Director or Officer serving as a director,
officer, partner, trustee, member of any governing or decision-making committee,
employee or agent of an Affiliate shall be so serving at the request of the
Corporation.

            (g) "Disinterested Quorum" shall mean a quorum of the Board who are
not Parties to the subject Proceeding or any related Proceeding.

            (h) "Party" shall have the meaning set forth in the Statute;
provided, that, for purposes of this Article VIII, the term "Party" shall also
include any Director or Officer or employee who is or was a witness in a
Proceeding at a time when he or she has not otherwise been formally named a
Party thereto.

            (i) "Proceeding" shall have the meaning set forth in the Statute;
      provided, that, in accordance with Section 180.0859 of the Statute and for
      purposes of this Article VIII, the term "Proceeding" shall also include
      all Proceedings (i) brought under (in whole or in part) the Securities Act
      of 1933, as amended, the Exchange Act, their respective state
      counterparts, and/or any rule or regulation promulgated under any of the
      foregoing; (ii) brought before an Authority or otherwise to enforce rights
      hereunder; (iii) any appeal from a

                                      -23-


      Proceeding; and (iv) any Proceeding in which the Director or Officer is a
      plaintiff or petitioner because he or she is a Director or Officer;
      provided, however, that any such Proceeding under this subsection (iv)
      must be authorized by a majority vote of a Disinterested Quorum.

            (j) "Statute" shall mean Sections 180.0850 through 180.0859,
inclusive, of the Wisconsin Business Corporation Law as the same shall then be
in effect, including any amendments thereto, but, in the case of any such
amendment, only to the extent such amendment permits or requires the Corporation
to provide broader indemnification rights than the Statute permitted or required
the Corporation to provide prior to such amendment.

            8.02 Mandatory Indemnification. To the fullest extent permitted or
required by the Statute, the Corporation shall indemnify a Director or Officer
against all Liabilities incurred by or on behalf of such Director or Officer in
connection with a Proceeding in which the Director or Officer is a Party because
he or she is a Director or Officer.

            8.03. Procedural Requirements.

            (a) A Director or Officer who seeks indemnification under Section
8.02 shall make a written request therefor to the Corporation. Subject to
Section 8.03 (b), within 120 days of the Corporation's receipt of such request,
the Corporation shall pay or reimburse the Director or Officer for the entire
amount of Liabilities incurred by the Director or Officer in connection with the
subject Proceeding (net of any Expenses previously advanced pursuant to Section
8.05).

            (b) No indemnification shall be required to be paid by the
Corporation pursuant to Section 8.02 if, within such 120-day period, (i) a
Disinterested Quorum, by a majority vote thereof, determines that the Director
or Officer requesting indemnification engaged in misconduct constituting a
Breach of Duty or (ii) a Disinterested Quorum cannot be obtained.

            (c) In either case of nonpayment pursuant to Section 8.03(b), the
Board shall immediately authorize by resolution that an Authority, as provided
in Section 8.04, determine whether the Director's or Officer's conduct
constituted a Breach of Duty and, therefore, whether indemnification should be
denied hereunder.

            (d) (i) If the Board does not authorize an Authority to determine
the Director's or Officer's right to indemnification hereunder within such
120-day period and/or (ii) if indemnification of the requested amount of
Liabilities is paid by the Corporation, then it shall be conclusively presumed
for all purposes that a Disinterested Quorum has affirmatively determined that
the Director or Officer did not engage in misconduct constituting a Breach of
Duty and, in the case of subsection (i) above (but not subsection (ii)),
indemnification by the Corporation of the requested amount of Liabilities shall
be paid to the Director or Officer immediately.

            8.04. Determination of Indemnification.

            (a) If the Board authorizes an Authority to determine a Director's
or Officer's

                                      -24-


right to indemnification pursuant to Section 8.03, then the Director or Officer
requesting indemnification shall have the absolute discretionary authority to
select one of the following as such Authority:

            (i) An independent legal counsel; provided, that such counsel shall
      be mutually selected by such Director or Officer and by a majority vote of
      a Disinterested Quorum or, if a Disinterested Quorum cannot be obtained,
      then by a majority vote of the Board; or

            (ii) A panel of three arbitrators selected from the panels of
      arbitrators of the American Arbitration Association in Milwaukee,
      Wisconsin; provided, that (A) one arbitrator shall be selected by such
      Director or Officer, the second arbitrator shall be selected by a majority
      vote of a Disinterested Quorum or, if a Disinterested Quorum cannot be
      obtained, then by a majority vote of the Board, and the third arbitrator
      shall be selected by the two previously selected arbitrators, and (B) in
      all other respects, such panel shall be governed by the American
      Arbitration Association's then existing Commercial Arbitration Rules.

            (b) In any such determination by the selected Authority there shall
exist a rebuttable presumption that the Director's or Officer's conduct did not
constitute a Breach of Duty and that indemnification against the requested
amount of Liabilities is required. The burden of rebutting such a presumption by
clear and convincing evidence shall be on the Corporation or such other party
asserting that such indemnification should not be allowed.

            (c) The Authority shall make its determination within 60 days of
being selected and shall submit a written opinion of its conclusion
simultaneously to both the Corporation and the Director or Officer.

            (d) If the Authority determines that indemnification is required
hereunder, the Corporation shall pay the entire requested amount of Liabilities
(net of any Expenses previously advanced pursuant to Section 8.05), including
interest thereon at a reasonable rate, as determined by the Authority, within 10
days of receipt of the Authority's opinion; provided, that, if it is determined
by the Authority that a Director or Officer is entitled to indemnification
against Liabilities' incurred in connection with some claims, issues or matters,
but not as to other claims, issues or matters, involved in the subject
Proceeding, the Corporation shall be required to pay (as set forth above) only
the amount of such requested Liabilities as the Authority shall deem appropriate
in light of all of the circumstances of such Proceeding.

            (e) The determination by the Authority that indemnification is
required hereunder shall be binding upon the Corporation regardless of any prior
determination that the Director or Officer engaged in a Breach of Duty.

            (f) All Expenses incurred in the determination process under this
Section 8.04 by either the Corporation or the Director or Officer, including,
without limitation, all Expenses of the selected Authority, shall be paid by the
Corporation.

                                      -25-


            8.05. Mandatory Allowance of Expenses.

            (a) The Corporation shall pay or reimburse from time to time or at
any time, within 10 days after the receipt of the Director's or Officer's
written request therefor, the reasonable Expenses of the Director or Officer as
such Expenses are incurred; provided, the following conditions are satisfied:

            (i) The Director or Officer furnishes to the Corporation an executed
written certificate affirming his or her good faith belief that he or she has
not engaged in misconduct which constitutes a Breach of Duty; and

            (ii) The Director or Officer furnishes to the Corporation an
unsecured executed written agreement to repay any advances made under this
Section 8.05 if it is ultimately determined by an Authority that he or she is
not entitled to be indemnified by the Corporation for such Expenses pursuant to
Section 8.04.

            (b) If the Director or Officer must repay any previously advanced
Expenses pursuant to this Section 8.05, such Director or Officer shall not be
required to pay interest on such amounts.

            8.06. Indemnification and Allowance of Expenses of Certain Others.

            (a) The Board may, in its sole and absolute discretion as it deems
appropriate, pursuant to a majority vote thereof, indemnify a director or
officer of an Affiliate (who is not otherwise serving as a Director or Officer)
against all Liabilities, and shall advance the reasonable Expenses, incurred by
such director or officer in a Proceeding to the same extent hereunder as if such
director or officer incurred such Liabilities because he or she was a Director
or Officer, if such director or officer is a Party thereto because he or she is
or was a director or officer of the Affiliate.

            (b) The Corporation shall indemnify an employee who is not a
Director or Officer, to the extent he or she has been successful on the merits
or otherwise in defense of a Proceeding, for all Expenses incurred in the
Proceeding if the employee was a Party because he or she was an employee of the
Corporation.

            (c) The Board may, in its sole and absolute discretion as it deems
appropriate, pursuant to a majority vote thereof, indemnify (to the extent not
otherwise provided in Section 8.06(b) hereof) against Liabilities incurred by,
and/or provide for the allowance of reasonable Expenses of, an employee or
authorized agent of the Corporation acting within the scope of his or her duties
as such and who is not otherwise a Director or Officer.

                                      -26-


            8.07. Insurance. The Corporation may purchase and maintain insurance
on behalf of a Director or Officer or any individual who is or was an employee
or authorized agent of the Corporation against any Liability asserted against or
incurred by such individual in his or her capacity as such or arising from his
or her status as such, regardless of whether the Corporation is required or
permitted to indemnify against any such Liability under this Article VIII.

            8.08. Severability. If any provision of this Article VIII shall be
deemed invalid or inoperative, or if a court of competent jurisdiction
determines that any of the provisions of this Article VIII contravene public
policy, this Article VIII shall be construed so that the remaining provisions
shall not be affected, but shall remain in full force and effect, and any such
provisions which are invalid or inoperative or which contravene public policy
shall be deemed, without further action or deed by or on behalf of the
Corporation, to be modified, amended and/or limited, but only to the extent
necessary to render the same valid and enforceable; it being understood that it
is the Corporation's intention to provide the Directors and Officers with the
broadest possible protection against personal liability allowable under the
Statute.

            8.09. Nonexclusively of Article VIII. The rights of a Director,
Officer or employee (or any other person) granted under this Article VIII shall
not be deemed exclusive of any other rights to indemnification against
Liabilities or allowance of Expenses which the Director, Officer or employee (or
such other person) may be entitled to under any written agreement, Board
resolution, vote of shareholders of the Corporation or otherwise, including,
without limitation, under the Statute. Nothing contained in this Article VIII
shall be deemed to limit the Corporation's obligations to indemnify against
Liabilities or allow Expenses to a Director, Officer or employee under the
Statute.

            8.10. Contractual Nature of Article VIII; Repeal or Limitation of
Rights. This Article VIII shall be deemed to be a contract between the
Corporation and each Director, Officer and employee of the Corporation and any
repeal or other limitation of this Article VIII or any repeal or limitation of
the Statute or any other applicable law shall not limit any rights of
indemnification against Liabilities or allowance of Expenses then existing or
arising out of events, acts or omissions occurring prior to such repeal or
limitation, including, without limitation, the right to indemnification against
Liabilities or allowance of Expenses for Proceedings commenced after such repeal
or limitation to enforce this Article VIII with regard to acts, omissions or
events arising prior to such repeal or limitation.

                             ARTICLE IX. FISCAL YEAR

            9.01. The fiscal year of the corporation shall be the calendar year.

                              ARTICLE X. AMENDMENTS

            10.01. By Shareholders. Except as otherwise provided in the articles
of incorporation of the corporation or these Bylaws, these Bylaws may be
altered, amended or repealed and new Bylaws may be adopted by the shareholders
at any Annual Meeting or Special Meeting at which a quorum is in attendance.

                                      -27-


            10.02. By Directors. Except as otherwise provided in the articles of
incorporation of the corporation or these Bylaws, these Bylaws may also be
altered, amended or repealed and new Bylaws may be adopted by the Board of
Directors by affirmative vote of a majority of the number of directors present
at any meeting at which a quorum is in attendance; provided, however, that
notice of any proposal to take any such action shall have been given to each
director not less than 72 hours prior to the meeting by one of the methods set
forth in Section 3.05; but no Bylaw adopted by the shareholders shall be
amended, repealed or readopted by the Board of Directors unless the Bylaw so
adopted so permits.

            10.03. Implied Amendments. Except as otherwise provided in the
articles of incorporation of the corporation or these Bylaws, any action taken
or authorized by the shareholders or by the Board of Directors, which would be
inconsistent with the Bylaws then in effect but is taken or authorized by
affirmative vote of not less than the number of shares or the number of
directors required to amend the Bylaws so that the Bylaws would be consistent
with such action, shall be given the same effect as though the Bylaws had been
temporarily amended or suspended so far, but only so far, as is necessary to
permit the specific action so taken or authorized.

                                      -28-

                                                                    EXHIBIT 10.1

              RESTRICTED STOCK AND RESTRICTED STOCK UNIT AGREEMENT

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

                                  INTRODUCTION

            The Company is awarding shares of the Company's Common Stock, $1.00
par value per share (the "Stock"), and to the extent, if any, indicated in this
instrument, Restricted Stock Units ("RSUs"), to the Employee under the MGIC
Investment Corporation 2002 Stock Incentive Plan (the "Plan") and this
Agreement.

            This Agreement consists of this instrument and the Incorporated
Terms Dated As of ________________ to Restricted Stock Agreement (the
"Incorporated Terms"), which although not attached to this instrument, are part
of this Agreement and were provided to the Employee as indicated in Paragraph
1(b) below.

            The parties mutually agree as follows:

            1. Award of Restricted Stock or RSUs; Incorporated Terms.

                  (a) Subject to the terms and conditions set forth herein, the
Company awards the Employee the number of shares of Stock as follows: the number
of shares set forth after "Shares of Base Restricted Stock" on the signature
page shall be the "Base Restricted Stock"; the number of shares set forth after
"Shares of Matching Restricted Stock" on the signature page shall be the
"Matching Restricted Stock"; the number of shares set forth after "Shares of
Time Vested Restricted Stock" shall be the "Time Vested Restricted Stock"; and
the number of shares set forth after "Shares of Performance Restricted Stock"
shall be the "Performance Restricted Stock," except that if after "Restricted
Stock Units" on the signature page "Yes" appears, then all shares of Stock
indicated after "Time Vested Restricted Stock" shall be awarded in the form of
RSUs. The term "Restricted Stock" as used in the remainder of this Agreement
shall be applied separately to the Base Restricted Stock, the Matching
Restricted Stock, the Time Vested Restricted Stock and the Performance
Restricted Stock as if the term "Restricted Stock" were the term "Base
Restricted Stock," "Matching Restricted Stock," "Time Vested Restricted Stock,"
or "Performance Restricted Stock," as the case may be.

                  (b) The Incorporated Terms are incorporated in this instrument
with the same effect as if they were physically set forth in this instrument.
The Incorporated Terms and this instrument constitute a single agreement which
is referred to as "this Agreement." The terms "herein," "hereof," "above" and
similar terms used in this Agreement refer to this Agreement as a whole. The
Incorporated Terms were attached to an e-mail sent in ____________ to the
Employee from the Company's Secretary which included other documents relating to
the Restricted Stock. The Company is hereby advising the Employee to print and
retain a copy of the Incorporated Terms. The Employee agrees if there is any
difference between the text of



the Incorporated Terms obtained as indicated above and the text of the
Incorporated Terms retained by the Company's Secretary, the text of the copy
retained by the Secretary will control.

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

            Date of Agreement: As of _______________

                               MGIC INVESTMENT CORPORATION

                               By: ________________________________
                               Title:

Sign Here:                     ____________________________________ (SEAL)
                               Name:

                               Shares of Base Restricted Stock:

                               Shares of Matching Restricted Stock:

                               Shares of Time Vested Restricted Stock:

                               Shares of Performance Restricted Stock:

                               Restricted Stock Units:

                               Base Restricted Stock
                               Release Date:

                               Matching Restricted Stock
                               Release Date:

                               Time Vested Restricted Stock
                               Release Date:

                               Restricted Stock Units
                               Settlement Date:

                               Performance Restricted Stock
                               Release Date:

                               Target: $

                               Goal:

                                      -2-


                                     * * * *

                               Beneficiary: _____________________________

                               Address of Beneficiary: __________________

                               __________________________________________

                               __________________________________________

                               Beneficiary Tax Identification
                               No: ______________________________________


                                      -3-

                                                                    EXHIBIT 10.2

                               INCORPORATED TERMS
                             DATED AS OF __________
                                       TO
                              RESTRICTED STOCK AND
                         RESTRICTED STOCK UNIT AGREEMENT

            The following are the "Incorporated Terms" referred to in the
instrument entitled "Restricted Stock and Restricted Stock Unit Agreement" which
refers to these Incorporated Terms and which has been signed by the Company and
the Employee (the "Base Instrument"). The Incorporated Terms and the Base
Instrument constitute a single agreement and that agreement consists of the Base
Instrument and the Incorporated Terms. The Incorporated Terms dovetail with the
Base Instrument; because the last paragraph of the Base Instrument is Paragraph
1, the Incorporated Terms begin with Paragraph 2.

            2. Restrictions. (a) (i) Except as otherwise provided herein, the
Base Restricted Stock, the Matching Restricted Stock and the Time Vested
Restricted Stock may not be sold, transferred or otherwise alienated or
hypothecated until, in the case of the Base Restricted Stock, the date set forth
after "Base Restricted Stock Release Date" on the signature page; in the case of
the Matching Restricted Stock, the date set forth after "Matching Restricted
Stock Release Date" on the signature page; and in the case of the Time Vested
Restricted Stock, until the Release Date determined as follows. For each date
set forth after "Time Vested Restricted Stock Release Date" on the signature
page, divide the number of shares set forth after "Shares of Time Vested
Restricted Stock" by the sum of one and the difference between the latest year
set forth after "Time Vested Restricted Stock Release Date" on the signature
page and the earliest year set forth thereafter. The resulting quotient, rounded
down to the nearest whole share, is the number of shares of Restricted Stock
that shall be released from such restrictions on each date set forth after "Time
Vested Restricted Stock Release Date" and such date shall be the Release Date
for such shares (and only for such shares), except that if after "Goal" on the
signature page "Applicable" appears, then such date shall be a Release Date only
if the condition set forth after "Goal" applicable to such Release Date is
satisfied. As used in "Goal," "ROE" means the quotient of dividing Net Income by
Average Equity. "Net Income" means the Company's net income, determined in
accordance with generally accepted accounting principles ("GAAP") adjusted to
exclude the after-tax effect of the items excluded in clauses (i) and (ii) of
the definition of EPS in Section 2(c) of this Agreement. "Average Equity" means
the average of the Company's beginning and ending shareholders' equity
determined in accordance with GAAP for the year for which Net Income is being
determined.

                  (ii) The term "Release Date" shall be applied separately to
the Base Restricted Stock, the Matching Restricted Stock and the Time Vested
Restricted Stock as if the term "Release Date" were the term "Base Restricted
Stock Release Date," the term "Matching Restricted Stock Release Date," or the
term "Time Vested Restricted Stock Release Date," as the case may be, and such
application shall correspond to the application of the term "Restricted Stock"
as set forth in Paragraph 1(a) of the Base Instrument.



            (b) The Release Date for RSUs shall be the same as the Release Date
for the Time Vested Restricted Stock. Except as otherwise provided herein, RSUs
may not be sold, transferred or otherwise alienated or hypothecated regardless
of the occurrence of the Release Date.

            (c) Except as otherwise provided herein, the Performance Restricted
Stock may not be sold, transferred or otherwise alienated or hypothecated until
the Release Date determined as follows. For each date set forth after
"Performance Restricted Stock Release Date" on the signature page, multiply the
number of shares set forth after "Shares of Performance Restricted Stock" on the
signature page by the quotient of dividing the EPS for the fiscal year of the
Company ended on the December 31 immediately preceding such date by the amount
set forth after "Target" on the signature page. The resulting product, rounded
down to the nearest whole share, is the number of shares of Restricted Stock
that shall be released from such restrictions on the corresponding date set
forth after "Performance Restricted Stock Release Date" and such date shall be
the Release Date for such shares (and only for such shares). "EPS" means the
Company's diluted earnings per share, determined in accordance with GAAP and
adjusted to exclude the after-tax effect of (i) realized gains and losses, and
(ii) extraordinary items, except that there shall not be excluded such gains,
losses and items attributable to joint ventures. If by any date set forth after
"Performance Restricted Stock Release Date" the Company has not publicly
announced its diluted earnings per share, such date shall be two business days
after such earnings are publicly announced.

            3. Escrow. Shares of Restricted Stock shall be issued (in
certificate or electronic form, at the discretion of the Company) as soon as
practicable in the name of the Employee but shall be held in an escrow
arrangement by the transfer agent for the Stock, as escrow agent. The Employee
shall give the Company a stock power for such Stock duly endorsed in blank which
will be held in escrow for use in the event such Stock is forfeited in whole or
in part. Unless forfeited as provided herein, Restricted Stock shall cease to be
held in escrow and certificates for such Stock shall be delivered to the
Employee, or in the case of his death, to his Beneficiary (as hereinafter
defined) on the Release Date or upon any other termination of the restrictions
imposed by Paragraph 2 hereof.

            4. Transfer After Release Date; Securities Law Restrictions. Except
as otherwise provided herein, Restricted Stock shall become free of the
restrictions of Paragraph 2 and be freely transferable by the Employee on the
Release Date. Notwithstanding the foregoing or anything to the contrary herein,
the Employee agrees and acknowledges with respect to any Restricted Stock and
any Stock delivered in settlement of RSUs that has not been registered under the
Securities Act of 1933, as amended (the "Act") (i) he will not sell or otherwise
dispose of such Stock except pursuant to an effective registration statement
under the Act and any applicable state securities laws, or in a transaction
which, in the opinion of counsel for the Company, is exempt from such
registration, and (ii) a legend will be placed on the certificates or other
evidence for the Restricted Stock (or in the case of RSUs, any such Stock
delivered in settlement) to such effect.

            5. Termination of Employment Due to Death. If the Employee's
employment with the Company or any of its subsidiaries is terminated because of
death prior to the Release

                                      -2-


Date, (i) the restrictions of Paragraph 2 applicable to the Restricted Stock
shall terminate on the date of death and such Restricted Stock shall be free of
such restrictions and, except as otherwise provided in Paragraph 4 hereof,
freely transferable, and (ii) a Release Date shall be deemed to have occurred
for all RSUs.

            6. Forfeiture of Restricted Stock. (a) If the Employee's employment
with the Company and all of its subsidiaries is terminated prior to the Release
Date for any reason (including without limitation, disability or termination by
the Company and all subsidiaries thereof, with or without cause) other than
death, all Restricted Stock and all RSUs shall be forfeited to the Company on
the date of such termination unless otherwise provided in subparagraph (b)
below, or unless the Management Development, Nominating and Governance Committee
of the Company's Board of Directors (the "Management Development Committee") or
other Committee of such Board administering the Plan (the Management Development
Committee or such other Committee is herein referred to as the "Committee")
determines, on such terms and conditions, if any, as the Committee may impose,
that all or a portion of the Restricted Stock and/or Stock deliverable on
settlement of RSUs shall be released to the Employee and the restrictions of
Paragraph 2 applicable thereto shall terminate. Absence of the Employee on leave
approved by a duly elected officer of the Company, other than the Employee,
shall not be considered a termination of employment during the period of such
leave.

            The Release Date for the Time Vested Restricted Stock (and any Time
Vested Restricted Stock awarded as RSUs) and the Performance Restricted Stock
may occur on multiple dates, each of which is a Release Date for the number of
shares determined as provided in Paragraphs 2(a) and (c). Hence, any forfeiture
of Time Vested Restricted Stock, Time Vested Restricted Stock awarded as RSUs or
Performance Restricted Stock applies only to the shares for which a Release Date
had not yet occurred on the date of forfeiture. The preceding sentence has been
included in this Agreement for the purpose of avoiding any doubt that the result
described in the preceding sentence would occur; therefore, such result will
occur under prior agreements awarding Performance Restricted Stock to the
Employee even though a comparable provision is not included in such agreements.

            (b) If the Employee's employment with the Company and all of its
subsidiaries terminates by reason of retirement after reaching age 62 and after
having been employed by the Company or any subsidiary thereof for an aggregate
period of at least seven years, such retirement shall not result in forfeiture
of the Performance Restricted Stock or of any RSUs (this provision does not
apply to the Base or Matching Restricted Stock nor does it apply to Time Vested
Restricted Stock not awarded as RSUs) if no later than the date on which
employment terminates, the Employee enters into an agreement with the Company
(which agreement shall be drafted by and acceptable to the Company) under which
the Employee agrees not to compete with the Company and its subsidiaries during
a period ending one year after the latest of the dates set forth after (i) "Time
Vested Restricted Stock Release Date" on the signature page, and (ii)
"Performance Restricted Stock Release Date" on the signature page, and the
Employee complies with such agreement. If the Employee enters into such a
non-competition agreement and thereafter breaches the terms thereof, the
Restricted Stock and RSUs shall be forfeited and the Employee shall return to
the Company any Stock that was awarded under this Agreement and that was
delivered to the Employee after the date on which such non-competition

                                      -3-


agreement was entered into. If the conditions in the second preceding sentence
are satisfied and the Employee complies with the terms of such agreement, upon
the Employee's death, the provisions of Paragraph 5 shall apply as if the
Employee's employment with the Company and its subsidiaries terminated because
of such death.

            (c) Any shares of (i) Performance Restricted Stock for which a
Release Date has not occurred by the latest date set forth after "Performance
Restricted Stock Release Date" on the signature page (such date being subject to
extension as contemplated in the last sentence of Paragraph 2(c)) and (ii) Time
Vested Restricted Stock for which a Release Date does not occur because the
condition set forth after "Goal" on the signature page is not satisfied, shall
be forfeited to the Company, unless in the case of (i) and (ii) the Committee
determines otherwise as contemplated in subparagraph (a) above.

            (d) If Restricted Stock is forfeited, the Employee hereby appoints
the Company, acting through any Vice President or more senior officer, as the
Employee's attorney-in-fact to transfer such forfeited Restricted Stock to the
Company.

            7. Beneficiary. (a) The person whose name appears on the signature
page hereof after the caption "Beneficiary" or any successor designated by the
Employee in accordance herewith (the person who is the Employee's Beneficiary at
the time of his death herein referred to as the "Beneficiary") shall be entitled
to receive the Restricted Stock to be released to the Beneficiary under
Paragraphs 3 and 5 as a result of the death of the Employee and the Stock to be
delivered in settlement of RSUs. The Employee may from time to time revoke or
change his Beneficiary without the consent of any prior Beneficiary by filing a
new designation with the Committee. The last such designation received by the
Committee shall be controlling; provided, however, that no designation, or
change or revocation thereof, shall be effective unless received by the
Committee prior to the Employee's death, and in no event shall any designation
be effective as of a date prior to such receipt.

            (b) If no such Beneficiary designation is in effect at the time of
an Employee's death, or if no designated Beneficiary survives the Employee or if
such designation conflicts with law, upon the death of the Employee, the
Employee's estate shall be entitled to receive the Restricted Stock and the
Stock to be delivered in settlement of RSUs. If the Committee is in doubt as to
the right of any person to receive such Restricted Stock or Stock to be
delivered in settlement of RSUs, the Company may retain the same and any
distributions thereon, without liability for any interest thereon, until the
Committee determines the person entitled thereto, or the Company may deliver
such all of such property and any distributions thereon to any court of
appropriate jurisdiction and such delivery shall be a complete discharge of the
liability of the Company therefor.

            8. Restricted Stock Legend. In addition to any legends placed on
certificates for Restricted Stock, each certificate or other evidence for shares
of Restricted Stock shall bear the following legend:

            "The sale or other transfer of these shares of stock, whether
            voluntary, or by operation of law, is subject to certain
            restrictions set forth in the MGIC

                                      -4-


            Investment Corporation 2002 Stock Incentive Plan and a Restricted
            Stock Agreement between MGIC Investment Corporation and the
            registered owner hereof. A copy of such Plan and such Agreement may
            be obtained from the Secretary of MGIC Investment Corporation."

When the restrictions imposed by Paragraph 2 hereof terminate, the Employee
shall be entitled to have the foregoing legend removed from such Stock.

            9. Voting Rights; Dividends and Other Distributions; Rights of RSUs.
(a) While the Restricted Stock is subject to restrictions under Paragraph 2 and
prior to any forfeiture thereof, the Employee may exercise full voting rights
for the Restricted Stock.

            (b) While the Restricted Stock is subject to the restrictions under
Paragraph 2 and prior to any forfeiture thereof, the Employee shall be entitled
to receive all dividends and other distributions paid with respect to the
Restricted Stock. If any such dividends or distributions are paid in Stock, such
shares shall be subject to the same restrictions as the shares of Restricted
Stock with respect to which they were paid, including the requirement that
Restricted Stock be held in escrow pursuant to Paragraph 3 hereof.

            (c) Subject to the provisions of this Agreement, the Employee shall
have, with respect to the Restricted Stock, all other rights of holders of
Stock.

            (d) RSUs represent only the right to receive as Stock, on the terms
provided herein, the number of shares indicated after "Shares of Time Vested
Restricted Stock" on the signature page. Except to the extent forfeited as
provided herein, on the Restricted Stock Units Settlement Date set forth on the
signature page or determined as provided thereon, RSUs shall be settled by the
issuance of shares of Stock and certificates for such Stock shall be delivered
to the Employee, or in the case of his death, to his Beneficiary. The Employee
with respect to RSUs shall have no rights as a holder of Stock, including the
right to vote or to receive dividends, until certificates for such Stock are
actually delivered in settlement of the RSUs. Notwithstanding the preceding
sentence, on each date on which the Company pays a dividend in cash on the
Stock, the Company shall make a payment in cash on the RSUs that are outstanding
on the record date for such dividend equal to the dividend that would have been
paid on the number of shares indicated after "Shares of Time Vested Restricted
Stock" on the signature page had such shares been outstanding.

            10. Tax Withholding. (a) It shall be a condition of the obligation
of the Company to release from escrow Restricted Stock to the Employee or the
Beneficiary or to deliver Stock in settlement of RSUs, and the Employee agrees,
that the Employee shall pay to the Company upon its demand, such amount as may
be requested by the Company for the purpose of satisfying its liability to
withhold federal, state, or local income or other taxes incurred by reason of
the award of the Restricted Stock or RSUs, as a result of the termination of the
restrictions on Restricted Stock hereunder or the delivery of Stock in
settlement of RSUs.

            (b) If the Employee does not make an election under Section 83(b) of
the Internal Revenue Code of 1986, as amended, with respect to the Restricted
Stock awarded

                                      -5-


hereunder, and does not satisfy the withholding obligations prior to the Tax
Date (as defined below) by paying sufficient cash to the Company or transferring
ownership of a sufficient number of other shares of Stock to the Company as
provided in Paragraph 10(c), then the withholding tax requirements arising from
the termination of restrictions on the Restricted Stock or the settlement of
RSUs in Stock shall be satisfied through a withholding by the Company of shares
of Stock that would otherwise be delivered to the Employee. In such event, the
Company shall withhold that number of shares of Restricted Stock otherwise
deliverable to the Employee from escrow hereunder or that number of shares of
Stock that would otherwise be delivered in settlement of RSUs, in each case,
having a Fair Market Value (as such term is defined in the Plan) on the day
prior to the Tax Date equal to the amount required to be withheld as a result of
the termination of the restrictions on such Restricted Stock or as a result of
the settlement of RSUs in Stock. As used herein, "Tax Date" means the date on
which the Employee must include in his gross income for federal income tax
purposes the fair market value of the Restricted Stock, or Stock delivered in
settlement of the RSUs, over the purchase price therefor.

            (c) If the Employee desires to use cash or other shares of Stock to
satisfy the withholding obligations set forth above, the Employee must: (i) make
an election to do so in writing on a form provided by the Company, (ii) deliver
such election form to the Company by the deadline specified by the Company, and
(iii) deliver to the company the required cash or other shares of Stock having a
Fair Market Value on the Tax Date (as defined above) equal to the amount
required to be withheld.

            11. Adjustments in Event of Change in Stock or Fiscal Year. In the
event of any change in the outstanding shares of Stock ("capital adjustment")
for any reason, including but not limited to, any stock splits, stock dividend,
recapitalization, merger, consolidation, reorganization, combination or exchange
of shares or other similar event which, in the judgment of the Committee, could
distort the implementation of the award of Restricted Stock or the award of RSUs
or the realization of the objectives of such award, the Committee may make such
adjustments in the shares of Restricted Stock subject to this Agreement or in
the shares deliverable on settlement of RSUs, or in the terms, conditions or
restrictions of this Agreement, including the Target and the Goal set forth on
the signature page, as the Committee deems equitable. In addition, if the
Company changes its fiscal year from a year ending December 31, the Committee
may make such adjustments in the Performance Restricted Stock Release Date and
the Target as the Committee deems equitable.

            12. Change in Control. If a "Change in Control of the Company" (as
defined in the Annex attached hereto) occurs, notwithstanding anything herein,
the restrictions of Paragraph 2 applicable to the Restricted Stock shall
terminate on the date of the Change in Control of the Company and a Release Date
shall be deemed to have occurred for all RSUs. The Employee agrees that such
Annex may be amended by the Company on one or more occasions without the consent
or approval of the Employee if in the determination of the Committee such
amendment is necessary or appropriate to conform the provisions of such Annex to
the IRS Notice (as defined in such Annex), any regulations issued by the IRS
under Section 409A of the Internal Revenue Code of 1986 (which was added by the
American Jobs Creation Act of 2004) or any position published by the IRS with
respect to such Section. The right of the Company to make such an amendment does
not depend on whether the Restricted Stock or RSUs are subject

                                      -6-


to such Section but will enable the Company to have uniform provisions governing
a change of control among all agreements having such change of control
provisions, including those under which compensation is subject to such Section.
Any such amendment will become effective upon notice to the Employee. The
Company will seek to give the Employee notice of an amendment with reasonable
promptness after the Committee has approved the amendment.

            13. Powers of Company Not Affected; No Right to Continued
Employment.

            (a) The existence of the Restricted Stock or RSUs shall not affect
in any way the right or power of the Company or its stockholders to make or
authorize any combination, subdivision or reclassification of the Stock or any
reorganization, merger, consolidation, business combination, exchange of shares,
or other change in the Company's capital structure or its business, or any issue
of bonds, debentures or stock having rights or preferences equal, superior or
affecting the Restricted Stock or any Stock to be issued in settlement of RSUs
or, in both cases, the rights thereof, or dissolution or liquidation of the
Company, or any sale or transfer of all or any part of its assets or business,
or any other corporate act or proceeding, whether of a similar character or
otherwise. The determination of the Committee as to any such adjustment shall be
conclusive and binding for all purposes of this Agreement.

            (b) Nothing herein contained shall confer upon the Employee any
right to continue in the employment of the Company or any subsidiary or
interfere with or limit in any way the right of the Company or any subsidiary to
terminate the Employee's employment at any time, subject, however, to the
provisions of any agreement of employment between the Company or any subsidiary
and the Employee. The Employee acknowledges that a termination of his or her
employment could occur at a time before which the restrictions referred to in
Paragraph 2 above have lapsed, resulting in the forfeiture of the Restricted
Stock and RSUs by the Employee, unless otherwise provided herein. In such event,
the Employee will not be able to realize the value of the Restricted Stock or of
the Stock that underlies the RSUs nor will the Employee be entitled to any
compensation on account of such value.

            14. Interpretation by Committee. The Employee agrees that any
dispute or disagreement which may arise in connection with this Agreement shall
be resolved by the Committee, in its sole discretion, and that any
interpretation by the Committee of the terms of this Agreement or the Plan and
any determination made by the Committee under this Agreement or the Plan may be
made in the sole discretion of the Committee and shall be final, binding, and
conclusive. Any such determination need not be uniform and may be made
differently among Employees awarded Restricted Stock and RSUs.

            15. Miscellaneous. (a) This Agreement shall be governed and
construed in accordance with the laws of the State of Wisconsin applicable to
contracts made and to be performed therein between residents thereof.

            (b) The waiver by the Company of any provision of this Agreement
shall not operate or be construed to be a subsequent waiver of the same
provision or waiver of any other provision hereof.

                                      -7-


            (c) The Restricted Stock and RSUs shall be deemed to have been
awarded pursuant to the Plan and is subject to the terms and conditions thereof.
In the event of any conflict between the terms hereof and the provisions of the
Plan, the terms and conditions of the Plan shall prevail. Any and all terms used
herein, unless specifically defined herein shall have the meaning ascribed to
them in the Plan. A copy of the Plan is available on request of the Employee
made in writing or by e-mail to the Company's Secretary.

            (d) Any notice, filing or delivery hereunder or with respect to
Restricted Stock or RSUs shall be given to the Employee at either his usual work
location or his home address as indicated in the records of the Company, and
shall be given to the Committee or the Company at 250 East Kilbourn Avenue,
Milwaukee 53202, Attention: Secretary. All such notices shall be given by first
class mail, postage pre-paid, or by personal delivery.

            (e) This Agreement shall be binding upon and inure to the benefit of
the Company and its successors and assigns and shall be binding upon and inure
to the benefit of the Employee, the Beneficiary and the personal
representative(s) and heirs of the Employee, except that the Employee may not
transfer any interest in any Restricted Stock prior to the release of the
restrictions imposed by Paragraph 2 nor may the Employee transfer any interest
in any RSUs.

            (f) As a condition to the grant of the Restricted Stock and RSUs,
the Employee must execute an agreement not to compete in the form provided to
the Employee by the Company.

            The end of Paragraph 15 is the end of the Incorporated Terms. The
remainder of the Agreement is contained in the Base Instrument.

                                      -8-



                                      ANNEX

       DEFINITION OF "CHANGE IN CONTROL OF THE COMPANY" AND RELATED TERMS

      1 Change in Control of the Company. A "Change in Control of the Company"
shall be deemed to have occurred if an event set forth in any one of the
following paragraphs shall have occurred:

                  (i) any Person (other than (A) the Company or any of its
            subsidiaries, (B) a trustee or other fiduciary holding securities
            under any employee benefit plan of the Company or any of its
            subsidiaries, (C) an underwriter temporarily holding securities
            pursuant to an offering of such securities or (D) a corporation
            owned, directly or indirectly, by the shareholders of the Company in
            substantially the same proportions as their ownership of stock in
            the Company ("Excluded Persons")) is or becomes the Beneficial
            Owner, directly or indirectly, of securities of the Company (not
            including in the securities beneficially owned by such Person any
            securities acquired directly from the Company or its Affiliates
            after July 22, 1999, pursuant to express authorization by the Board
            of Directors of the Company (the "Board") that refers to this
            exception) representing more than 50% of the total fair market value
            of the stock of the Company or representing 50% or more of the total
            voting power of the stock of the Company; or

                  (ii) the following individuals cease for any reason to
            constitute a majority of the number of directors of the Company then
            serving: (A) individuals who, on July 22, 1999, constituted the
            Board and (B) any new director (other than a director whose initial
            assumption of office is in connection with an actual or threatened
            election contest, including but not limited to a consent
            solicitation, relating to the election of directors of the Company,
            as such terms are used in Rule 14a-11 of Regulation 14A under the
            Act) whose appointment or election by the Board or nomination for
            election by the Company's shareholders was approved by a vote of at
            least a majority of the directors then still in office who either
            were directors on July 22, 1999, or whose initial appointment,
            election or nomination for election as a director which occurred
            after July 22, 1999 was approved by such vote of the directors then
            still in office at the time of such initial appointment, election or
            nomination who were themselves either directors on July 22, 1999 or
            initially appointed, elected or nominated by such majority vote as
            described above ad infinitum (collectively the "Continuing
            Directors"); provided, however, that individuals who are appointed
            to the Board pursuant to or in accordance with the terms of an
            agreement relating to a merger, consolidation, or share exchange
            involving the Company (or any direct or indirect subsidiary of the
            Company) shall not be Continuing Directors for purposes of this
            Agreement until after such individuals are first nominated for
            election by a vote of at least a majority of the then Continuing
            Directors and are thereafter elected as directors by the

                               Annex - Page 1 of 4


            shareholders of the Company at a meeting of shareholders held
            following consummation of such merger, consolidation, or share
            exchange; and, provided further, that in the event the failure of
            any such persons appointed to the Board to be Continuing Directors
            results in a Change in Control of the Company, the subsequent
            qualification of such persons as Continuing Directors shall not
            alter the fact that a Change in Control of the Company occurred; or

                  (iii) a merger, consolidation or share exchange of the Company
            with any other corporation is consummated or voting securities of
            the Company are issued in connection with a merger, consolidation or
            share exchange of the Company (or any direct or indirect subsidiary
            of the Company) pursuant to applicable stock exchange requirements,
            other than (A) a merger, consolidation or share exchange which would
            result in the voting securities of the Company entitled to vote
            generally in the election of directors outstanding immediately prior
            to such merger, consolidation or share exchange continuing to
            represent (either by remaining outstanding or by being converted
            into voting securities of the surviving entity or any parent
            thereof) at least 50% of the combined voting power of the voting
            securities of the Company or such surviving entity or any parent
            thereof entitled to vote generally in the election of directors of
            such entity or parent outstanding immediately after such merger,
            consolidation or share exchange, or (B) a merger, consolidation or
            share exchange effected to implement a recapitalization of the
            Company (or similar transaction) in which no Person (other than an
            Excluded Person) is or becomes the Beneficial Owner, directly or
            indirectly, of securities of the Company (not including in the
            securities beneficially owned by such Person any securities acquired
            directly from the Company or its Affiliates after July 22, 1999,
            pursuant to express authorization by the Board that refers to this
            exception) representing at least 50% of the combined voting power of
            the Company's then outstanding voting securities entitled to vote
            generally in the election of directors; or

                  (iv) the sale or disposition by the Company of all or
            substantially all of the Company's assets (in one transaction or a
            series of related transactions within any period of 24 consecutive
            months), other than a sale or disposition by the Company of all or
            substantially all of the Company's assets to an entity of which at
            least 75% of the combined voting power of the voting securities
            entitled to vote generally in the election of directors (or such
            lower percentage as is determined under the IRS Notice) immediately
            after such sale are owned by Persons in substantially the same
            proportions as their ownership of the Company immediately prior to
            such sale. It is understood that in no event shall a sale or
            disposition of assets be considered to be a sale of substantially
            all of the assets unless the assets sold or disposed of have a total
            gross fair market value of at least 40% of the total gross fair
            market value of all of the Company's assets immediately prior to
            such sale or disposition.

                               Annex - Page 2 of 4


      2 Related Definitions. For purposes of this Annex, the following terms,
when capitalized, shall have the following meanings:

                  (i) Act. The term "Act" means the Securities Exchange Act of
            1934, as amended.

                  (ii) Affiliate and Associate. The terms "Affiliate" and
            "Associate" shall have the respective meanings ascribed to such
            terms in Rule l2b-2 of the General Rules and Regulations under the
            Act.

                  (iii) Beneficial Owner. A Person shall be deemed to be the
            "Beneficial Owner" of any securities:

                        (a) which such Person or any of such Person's Affiliates
                  or Associates has the right to acquire (whether such right is
                  exercisable immediately or only after the passage of time)
                  pursuant to any agreement, arrangement or understanding, or
                  upon the exercise of conversion rights, exchange rights,
                  rights, warrants or options, or otherwise; provided, however,
                  that a Person shall not be deemed the Beneficial Owner of, or
                  to beneficially own, (A) 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 (B)
                  securities issuable upon exercise of Rights issued pursuant to
                  the terms of the Company's Rights Agreement, dated as of July
                  22, 1999, between the Company and Wells Fargo Bank Minnesota,
                  National Association (as successor Rights Agent), as amended
                  from time to time (or any successor to such Rights Agreement),
                  at any time before the issuance of such securities;

                        (b) which such Person or any of such Person's Affiliates
                  or Associates, directly or indirectly, has the right to vote
                  or dispose of or has "beneficial ownership" of (as determined
                  pursuant to Rule l3d-3 of the General Rules and Regulations
                  under the Act), including 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 under this Subsection 1 (c) as
                  a result of an agreement, arrangement or understanding to vote
                  such security if the agreement, arrangement or understanding:
                  (A) 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 under the Act and (B) is not
                  also then reportable on a Schedule l3D under the Act (or any
                  comparable or successor report); or

                        (c) which are beneficially owned, directly or
                  indirectly, by any other Person with which such Person or any
                  of such Person's Affiliates or

                               Annex - Page 3 of 4


                  Associates has any agreement, arrangement or understanding for
                  the purpose of acquiring, holding, voting (except pursuant to
                  a revocable proxy as described in Subsection 1(c) (ii) above)
                  or disposing of any voting securities of the Company.

                  (iv) IRS Notice. The term "IRS Notice" shall mean the IRS
            Notice 2005-1, which was issued with respect to the American Jobs
            Creation Act of 2004.

                  (v) Person. The term "Person" shall mean any individual, firm,
            partnership, corporation or other entity, including any successor
            (by merger or otherwise) of such entity, or a group of any of the
            foregoing acting in concert.

                  (vi) Stock. The term "stock" shall have the meaning
            contemplated by the IRS Notice.

                               Annex - Page 4 of 4