Registration No. 333-___________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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MGIC INVESTMENT CORPORATION
(Exact name of Registrant as specified in its charter)
Wisconsin 39-1486475
(State or other jurisdiction of I.R.S. Employer
incorporation or organization) (Identification No.)
250 East Kilbourn Avenue 53202
Milwaukee, Wisconsin (Zip Code)
(Address of principal executive offices)
MGIC Investment Corporation 2002 Stock Incentive Plan
(Full Title of the Plan)
Jeffrey H. Lane
Senior Vice President, General Counsel
and Secretary
MGIC Investment Corporation
250 East Kilbourn Avenue
Milwaukee, Wisconsin 53202
(414) 347-6406
(Name, address and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Title of Proposed Maximum Proposed Maximum
Securities to be Amount to be Offering Price Aggregate Amount of
Registered Registered Per Share Offering Price Registration Fee
- --------------------- ----------------- ------------------- --------------------- ----------------------
Common Stock
$1.00 par value 2,000,000 $45.53 $91,060,000 $8,378
- --------------------- ----------------- ------------------- --------------------- ----------------------
Common Stock 2,000,000 (2) (2) (2)
Purchase Rights
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(1) Estimated pursuant to Rule 457(c) under the Securities Act of 1933, as amended, solely for the
purpose of calculating the registration fee based on the average of the high and low prices of
the Common Stock as reported on The New York Stock Exchange on November 26, 2002.
(2) The value attributable to the Common Share Purchase Rights is reflected in the market price of
the Common Stock to which the Rights are attached.
Pursuant to Rule 429 under the Securities Act of 1933, as amended, the
Prospectus referred to herein also relates to the Form S-8 Registration
Statements (Registration No. 33-79340, 33-43543, and 333-56346).
_____________________________
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document or documents containing the information specified in Part I
are not required to be filed with the Securities and Exchange Commission (the
"Commission") as part of this Form S-8 Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by MGIC Investment Corporation (the
"Company") with the Commission are hereby incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2001.
2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2002, June 30, 2002 and September 30, 2002, filed on May 15, 2002,
August 14, 2002 and November 14, 2002, respectively.
3. The Company's Current Reports on Form 8-K, dated March 13, 2002 (two
Form 8-K's, each dated March 13, 2002 and filed on March 13 and March 15, 2002,
respectively), August 12, 2002 (filed on that date), August 14, 2002 (filed on
that date), October 23, 2002 (filed on that date) and October 24, 2002 (filed on
October 29, 2002).
4. The description of the Company's Common Stock contained in Item 1 of the
Company's Registration Statement on Form 8-A, dated July 25, 1991, filed with
the Commission pursuant to Section 12 of the Securities Exchange Act of 1933, as
amended, and any amendments or reports filed for the purpose of updating such
description.
5. The description of the Company's Common Share Purchase Rights contained
in Item 1 of the Company's Registration Statement on Form 8-A, dated July 27,
1999, filed with the Commission pursuant to Section 12 of the Securities
Exchange Act of 1933, as amended, and a Form 8-A/A dated October 28, 2002 filed
with the Commission on October 29, 2002, amending such description, and any
other amendments or reports filed for the purpose of updating such description.
6. All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the
date of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all such securities then remaining to be sold.
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A statement contained in any incorporated document shall be modified or
superseded for the purposes of this Registration Statement if it is modified or
superseded by a document which is also incorporated in this Registration
Statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
Item 5. Interests of Named Experts and Counsel.
Joseph J. Ziino, Jr., who provided the opinion as to the shares of the
Company's Common Stock, is an owner of shares of Common Stock of the Registrant,
and may in the future hold options to purchase shares of Common Stock under the
2002 Stock Incentive Plan, and holds options to purchase shares of
Common Stock and restricted shares of Common Stock under the Company's 1991
Stock Incentive Plan, as disclosed in such opinion.
Item 6. Indemnification of Directors and Officers.
Pursuant to the Wisconsin Business Corporation Law and the Company's
by-laws, directors and officers of the Company are entitled to mandatory
indemnification from the Company against certain liabilities and expenses (i) to
the extent such officers or directors are successful in the defense of a
proceeding and (ii) in proceedings in which the director or officer is not
successful in the defense thereof unless it is determined that the director or
officer breached or failed to perform his or her duties to the Company and such
breach or failure constituted: (a) a willful failure to deal fairly with the
Company or its shareowners in connection with a matter in which the director or
officer had a material conflict of interest; (b) a violation of the criminal
law, unless the director or officer had reasonable cause to believe his or her
conduct was lawful or had no reasonable cause to believe his or her conduct was
unlawful; (c) a transaction from which the director or officer derived an
improper personal profit; or (d) willful misconduct. The Wisconsin Business
Corporation Law specifically states that it is the policy of Wisconsin to
require or permit indemnification in connection with a proceeding involving
securities regulation, as described therein, to the extent required or permitted
as described above. Additionally, under the Wisconsin Business Corporation Law,
directors of the Company are not subject to personal liability to the Company,
its shareowners or any person asserting rights on behalf thereof for certain
breaches or failures to perform any duty resulting solely from their status as
directors except in circumstances paralleling those in subparagraphs (a) through
(d) outlined above.
The indemnification provided by the Wisconsin Business Corporation Law and
the Company's by-laws is not exclusive of any other rights to which a director
or officer may be entitled. The general effect of the foregoing provisions may
be to reduce the circumstances under which an officer or director may be
required to bear the economic burden of the foregoing liabilities and expenses.
The Company maintains a liability insurance policy for its directors and
officers as permitted by Wisconsin law which may extend to, among other things,
liability arising under the Securities Act of 1933, as amended.
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Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The exhibits filed herewith or incorporated herein by reference are set
forth in the attached Exhibit Index.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the registration statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in
the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
(b) Filings Incorporating Subsequent Exchange Act Documents by Reference.
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The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 that is incorporated by reference in
the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof
(c) Statement Required in Connection with Filing of Registration Statement on
Form S-8.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Milwaukee, State of Wisconsin, on this 2nd day of
December, 2002.
MGIC INVESTMENT CORPORATION
By: /s/ Jeffrey H. Lane
--------------------------
Jeffrey H. Lane
Senior Vice President,
General Counsel and
Secretary
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by or on behalf of the following persons
in their indicated capacities, all as of December 2nd, 2002.
Signature Title
--------- -----
/s/ Curt S. Culver President and Chief Executive Officer
- ------------------------- and Director
Curt S. Culver (Principal Executive Officer)
/s/ J. Michael Lauer Executive Vice President and Chief
- ------------------------- Financial Officer
J. Michael Lauer (Principal Financial Officer)
/s/ Joseph J. Komanecki Senior Vice President, Controller and
- ------------------------- Chief Accounting Officer
Joseph J. Komanecki (Principal Accounting Officer)
*
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James A. Abbott Director
*
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Mary K. Bush Director
*
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Karl E. Case Director
*
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David S. Engelman Director
*
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Thomas M. Hagerty Director
*
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Kenneth M. Jastrow, II Director
*
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Daniel P. Kearney Director
*
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Michael E. Lehman Director
*
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Sheldon B. Lubar Director
*
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William A. McIntosh Director
*
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Leslie M. Muma Director
*By /s/ Jeffrey H. Lane
--------------------
Jeffrey H. Lane
Attorney-in-Fact
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EXHIBIT INDEX
MGIC INVESTMENT CORPORATION
1991 STOCK INCENTIVE PLAN
Exhibit No. Exhibit
----------- -------
(4.1) MGIC Investment Corporation 2002 Stock Incentive Plan
[Incorporated by reference to Exhibit A to the
Company's Proxy Statement dated March 18, 2002 in
connection with its Annual Meeting of Shareholders
held on May 2, 2002]
(4.2) Rights Agreement, dated as of July 22, 1999, between
MGIC Investment Corporation and Wells Fargo Bank
Minnesota, National Association, as successor Rights
Agent to Firstar Bank Milwaukee, N.A., now known as
U.S. Bank National Association [Incorporated by
reference to Exhibit 4.1 to the Company's Registration
Statement on Form 8-A filed July 27, 1999]
(4.3) First Amendment to Rights Agreement, dated as of
October 28, 2002 between MGIC Investment Corporation
and U.S. Bank National Association [Incorporated by
reference to Exhibit 4.2 to the Company's Form 8-A/A,
Amendment No. 1 to the Company's Registration Statement
on Form 8-A filed on October 29, 2002]
(4.4) Second Amendment to Rights Agreement, dated as of
October 28, 2002, between MGIC Investment Corporation
and Wells Fargo Bank Minnesota, National Association
(as successor Rights Agent to U.S. Bank National
Association) [Incorporated by reference to Exhibit 4.3
to the Company's Form 8-A/A, Amendment No. 1 to the
Company's Registration Statement on Form 8-A]
(5) Opinion of Joseph J. Ziino, Jr.
(23.1) Consent of PricewaterhouseCoopers LLP
(23.2) Consent of Joseph J. Ziino, Jr. (contained in Exhibit
5 hereto)
(24) Powers of Attorney relating to this filing and
subsequent amendments
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MGIC Investment Corporation EXHIBIT 5
MGIC LOGO
Joseph J. Ziino, Jr.
Senior Vice President -- Regulatory Relations
and Associate General Counsel
December 2, 2002
MGIC Investment Corporation
250 East Kilbourn Avenue
Milwaukee, WI 53202
Gentlemen:
I am Senior Vice President -- Regulatory Relations, Associate General Counsel
and Assistant Secretary of MGIC Investment Corporation, a Wisconsin corporation
(the "Company"). In that capacity, I have acted as counsel to the Company in
connection with the preparation of a Registration Statement on Form S-8
("Registration Statement") relating to the Company's 2002 Stock Incentive Plan
(the "Plan"), and the registration under the Securities Act of 1933, as amended
("Act"), of (i) 2,000,000 shares ("Shares") of the Company's Common Stock, $1.00
par value per share (the "Common Stock") and (ii) related Common Stock Purchase
Rights (the "Rights") which may be issued under the Plan, in the manner set
forth in the Registration Statement. The terms of the Rights are set forth in
that certain Rights Agreement, dated July 22, 1999, by and between the Company
and Wells Fargo Bank, Minnesota National Association, as successor Rights Agent
to U.S. Bank National Association, formerly known as Firstar Bank Milwaukee,
N.A., and as amended by a First Amendment dated as of October 28, 2002, and by a
Second Amendment dated as of October 28, 2002 (the "Rights Agreement"). In
connection therewith, I have examined: (i) the Registration Statement; (ii) the
Rights Agreement; (iii) the Company's Articles of Incorporation, as amended, and
Amended and Restated Bylaws; (iv) corporate proceedings of the Company relating
to the authorization for issuance of the Shares and Rights; and (v) such other
proceedings, documents and records as I have deemed necessary to enable me to
render this opinion.
Based upon the foregoing, I am of the opinion that:
1. The Company is a corporation validly existing under the corporate laws
of the State of Wisconsin.
2. The Shares subject to the Registration Statement, when issued and paid
for in the manner set forth in the Plan will be legally issued, fully
paid and nonassessable and no personal liability will attach to the
ownership thereof, except for all debts owing to employees of the
Company for services performed therefor, but not exceeding six months
service in any one case, as provided in Section 180.0622(2)(b) of the
Wisconsin Business Corporation Law and as such may be interpreted by a
court of law.
MGIC Plaza, P.O. Box 488, Milwaukee, Wisconsin 53201-0488, (414) 347-6361
WATS (800) 558-9900, FAX (414) 347-6959, E-mail: Joseph_Ziino@mgic.com
MGIC Investment Corporation
December 2, 2002
Page 2
3. The Rights subject to the Registration Statement, when issued pursuant
to the terms of the Rights Agreement, will be validly issued.
Pursuant to Item 509 of Regulation S-K, please be advised that I am the owner of
shares of Common Stock and hold options to purchase shares of Common Stock and
restricted shares of Common Stock under the Company's 1991 Stock Incentive Plan,
which represent less than one per cent (1%) of the outstanding shares of Common
Stock and may in the future hold options to purchase shares of Common Stock
under the Plan. I consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference of my name therein. In giving my
consent, I do not admit that I am an "expert" within the meaning of Section 11
of the Act or within the category of persons whose consent is required by
Section 7 of the Act.
Very truly yours,
/s/ Joseph J. Ziino, Jr.
Joseph J. Ziino, Jr.
Senior Vice President -- Regulatory Relations
and Associate General Counsel
JJZ/
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 9, 2002 relating to the
financial statements, which appears in the 2001 Annual Report to Shareholders of
MGIC Investment Corporation, which is incorporated by reference in MGIC
Investment Corporation's Annual Report on Form 10-K for the year ended December
31, 2001. We also consent to the incorporation by reference of our report dated
January 9, 2002 relating to the financial statement schedules, which appears in
such Annual Report on Form 10-K.
/s/ PricewaterhouseCoopers LLP
Milwaukee, Wisconsin
November 25, 2002
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, being a Director of MGIC
Investment Corporation (the "Company"), hereby constitutes and appoints Curt S.
Culver, J. Michael Lauer and Jeffrey H. Lane, and each of them, his or her true
and lawful attorney-in-fact and agent with full power of substitution and
resubstitution for him or her and in his or her name, place and stead, in any
and all capacities, to sign:
(1) the Registration Statement on Form S-8 and any and all amendments
(including post-effective amendments) to the Registration Statement
relating to the registration of up to 14,000,000 shares of Common Stock
$1.00 par value, under the Company's 2002 Stock Incentive Plan; and
(2) any and all post-effective amendments to any Registration Statements on
Form S-8 currently in effect relating to the Company's Profit Sharing
and Savings Plan, the Company's 1991 Stock Incentive Plan, and the
Company's 1993 Restricted Stock Plan for Non-Employee Directors,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute may lawfully do or cause to be done by virtue hereof
Dated this 24th day of October, 2002.
/s/ James A. Abbott
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James A. Abbott
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, being a Director of MGIC
Investment Corporation (the "Company"), hereby constitutes and appoints Curt S.
Culver, J. Michael Lauer and Jeffrey H. Lane, and each of them, his or her true
and lawful attorney-in-fact and agent with full power of substitution and
resubstitution for him or her and in his or her name, place and stead, in any
and all capacities, to sign:
(1) the Registration Statement on Form S-8 and any and all amendments
(including post-effective amendments) to the Registration Statement
relating to the registration of up to 14,000,000 shares of Common Stock
$1.00 par value, under the Company's 2002 Stock Incentive Plan; and
(2) any and all post-effective amendments to any Registration Statements on
Form S-8 currently in effect relating to the Company's Profit Sharing
and Savings Plan, the Company's 1991 Stock Incentive Plan, and the
Company's 1993 Restricted Stock Plan for Non-Employee Directors,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute may lawfully do or cause to be done by virtue hereof
Dated this 24th day of October, 2002.
/s/ Mary K. Bush
- -----------------------------------
Mary K. Bush
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, being a Director of MGIC
Investment Corporation (the "Company"), hereby constitutes and appoints Curt S.
Culver, J. Michael Lauer and Jeffrey H. Lane, and each of them, his or her true
and lawful attorney-in-fact and agent with full power of substitution and
resubstitution for him or her and in his or her name, place and stead, in any
and all capacities, to sign:
(1) the Registration Statement on Form S-8 and any and all amendments
(including post-effective amendments) to the Registration Statement
relating to the registration of up to 14,000,000 shares of Common Stock
$1.00 par value, under the Company's 2002 Stock Incentive Plan; and
(2) any and all post-effective amendments to any Registration Statements on
Form S-8 currently in effect relating to the Company's Profit Sharing
and Savings Plan, the Company's 1991 Stock Incentive Plan, and the
Company's 1993 Restricted Stock Plan for Non-Employee Directors,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute may lawfully do or cause to be done by virtue hereof
Dated this 24th day of October, 2002.
/s/ Karl E. Case
- -----------------------------------
Karl E. Case
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, being a Director of MGIC
Investment Corporation (the "Company"), hereby constitutes and appoints Curt S.
Culver, J. Michael Lauer and Jeffrey H. Lane, and each of them, his or her true
and lawful attorney-in-fact and agent with full power of substitution and
resubstitution for him or her and in his or her name, place and stead, in any
and all capacities, to sign:
(1) the Registration Statement on Form S-8 and any and all amendments
(including post-effective amendments) to the Registration Statement
relating to the registration of up to 14,000,000 shares of Common Stock
$1.00 par value, under the Company's 2002 Stock Incentive Plan; and
(2) any and all post-effective amendments to any Registration Statements on
Form S-8 currently in effect relating to the Company's Profit Sharing
and Savings Plan, the Company's 1991 Stock Incentive Plan, and the
Company's 1993 Restricted Stock Plan for Non-Employee Directors,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute may lawfully do or cause to be done by virtue hereof
Dated this 24th day of October, 2002.
/s/ Curt S. Culver
- -----------------------------------
Curt S. Culver
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, being a Director of MGIC
Investment Corporation (the "Company"), hereby constitutes and appoints Curt S.
Culver, J. Michael Lauer and Jeffrey H. Lane, and each of them, his or her true
and lawful attorney-in-fact and agent with full power of substitution and
resubstitution for him or her and in his or her name, place and stead, in any
and all capacities, to sign:
(1) the Registration Statement on Form S-8 and any and all amendments
(including post-effective amendments) to the Registration Statement
relating to the registration of up to 14,000,000 shares of Common Stock
$1.00 par value, under the Company's 2002 Stock Incentive Plan; and
(2) any and all post-effective amendments to any Registration Statements on
Form S-8 currently in effect relating to the Company's Profit Sharing
and Savings Plan, the Company's 1991 Stock Incentive Plan, and the
Company's 1993 Restricted Stock Plan for Non-Employee Directors,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute may lawfully do or cause to be done by virtue hereof
Dated this 24th day of October, 2002.
/s/ David S. Engelman
- -----------------------------------
David S. Engelman
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, being a Director of MGIC
Investment Corporation (the "Company"), hereby constitutes and appoints Curt S.
Culver, J. Michael Lauer and Jeffrey H. Lane, and each of them, his or her true
and lawful attorney-in-fact and agent with full power of substitution and
resubstitution for him or her and in his or her name, place and stead, in any
and all capacities, to sign:
(1) the Registration Statement on Form S-8 and any and all amendments
(including post-effective amendments) to the Registration Statement
relating to the registration of up to 14,000,000 shares of Common Stock
$1.00 par value, under the Company's 2002 Stock Incentive Plan; and
(2) any and all post-effective amendments to any Registration Statements on
Form S-8 currently in effect relating to the Company's Profit Sharing
and Savings Plan, the Company's 1991 Stock Incentive Plan, and the
Company's 1993 Restricted Stock Plan for Non-Employee Directors,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute may lawfully do or cause to be done by virtue hereof
Dated this 24th day of October, 2002.
/s/ Thomas M. Hagerty
- -----------------------------------
Thomas M. Hagerty
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, being a Director of MGIC
Investment Corporation (the "Company"), hereby constitutes and appoints Curt S.
Culver, J. Michael Lauer and Jeffrey H. Lane, and each of them, his or her true
and lawful attorney-in-fact and agent with full power of substitution and
resubstitution for him or her and in his or her name, place and stead, in any
and all capacities, to sign:
(1) the Registration Statement on Form S-8 and any and all amendments
(including post-effective amendments) to the Registration Statement
relating to the registration of up to 14,000,000 shares of Common Stock
$1.00 par value, under the Company's 2002 Stock Incentive Plan; and
(2) any and all post-effective amendments to any Registration Statements on
Form S-8 currently in effect relating to the Company's Profit Sharing
and Savings Plan, the Company's 1991 Stock Incentive Plan, and the
Company's 1993 Restricted Stock Plan for Non-Employee Directors,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute may lawfully do or cause to be done by virtue hereof
Dated this 24th day of October, 2002.
/s/ Kenneth M. Jastrow, II
- -----------------------------------
Kenneth M. Jastrow, II
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, being a Director of MGIC
Investment Corporation (the "Company"), hereby constitutes and appoints Curt S.
Culver, J. Michael Lauer and Jeffrey H. Lane, and each of them, his or her true
and lawful attorney-in-fact and agent with full power of substitution and
resubstitution for him or her and in his or her name, place and stead, in any
and all capacities, to sign:
(1) the Registration Statement on Form S-8 and any and all amendments
(including post-effective amendments) to the Registration Statement
relating to the registration of up to 14,000,000 shares of Common Stock
$1.00 par value, under the Company's 2002 Stock Incentive Plan; and
(2) any and all post-effective amendments to any Registration Statements on
Form S-8 currently in effect relating to the Company's Profit Sharing
and Savings Plan, the Company's 1991 Stock Incentive Plan, and the
Company's 1993 Restricted Stock Plan for Non-Employee Directors,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute may lawfully do or cause to be done by virtue hereof
Dated this 24th day of October, 2002.
/s/ Daniel P. Kearney
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Daniel P. Kearney
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, being a Director of MGIC
Investment Corporation (the "Company"), hereby constitutes and appoints Curt S.
Culver, J. Michael Lauer and Jeffrey H. Lane, and each of them, his or her true
and lawful attorney-in-fact and agent with full power of substitution and
resubstitution for him or her and in his or her name, place and stead, in any
and all capacities, to sign:
(1) the Registration Statement on Form S-8 and any and all amendments
(including post-effective amendments) to the Registration Statement
relating to the registration of up to 14,000,000 shares of Common Stock
$1.00 par value, under the Company's 2002 Stock Incentive Plan; and
(2) any and all post-effective amendments to any Registration Statements on
Form S-8 currently in effect relating to the Company's Profit Sharing
and Savings Plan, the Company's 1991 Stock Incentive Plan, and the
Company's 1993 Restricted Stock Plan for Non-Employee Directors,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute may lawfully do or cause to be done by virtue hereof
Dated this 24th day of October, 2002.
/s/ Michael E. Lehman
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Michael E. Lehman
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, being a Director of MGIC
Investment Corporation (the "Company"), hereby constitutes and appoints Curt S.
Culver, J. Michael Lauer and Jeffrey H. Lane, and each of them, his or her true
and lawful attorney-in-fact and agent with full power of substitution and
resubstitution for him or her and in his or her name, place and stead, in any
and all capacities, to sign:
(1) the Registration Statement on Form S-8 and any and all amendments
(including post-effective amendments) to the Registration Statement
relating to the registration of up to 14,000,000 shares of Common Stock
$1.00 par value, under the Company's 2002 Stock Incentive Plan; and
(2) any and all post-effective amendments to any Registration Statements on
Form S-8 currently in effect relating to the Company's Profit Sharing
and Savings Plan, the Company's 1991 Stock Incentive Plan, and the
Company's 1993 Restricted Stock Plan for Non-Employee Directors,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute may lawfully do or cause to be done by virtue hereof
Dated this 24th day of October, 2002.
/s/ Sheldon B. Lubar
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Sheldon B. Lubar
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, being a Director of MGIC
Investment Corporation (the "Company"), hereby constitutes and appoints Curt S.
Culver, J. Michael Lauer and Jeffrey H. Lane, and each of them, his or her true
and lawful attorney-in-fact and agent with full power of substitution and
resubstitution for him or her and in his or her name, place and stead, in any
and all capacities, to sign:
(1) the Registration Statement on Form S-8 and any and all amendments
(including post-effective amendments) to the Registration Statement
relating to the registration of up to 14,000,000 shares of Common Stock
$1.00 par value, under the Company's 2002 Stock Incentive Plan; and
(2) any and all post-effective amendments to any Registration Statements on
Form S-8 currently in effect relating to the Company's Profit Sharing
and Savings Plan, the Company's 1991 Stock Incentive Plan, and the
Company's 1993 Restricted Stock Plan for Non-Employee Directors,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute may lawfully do or cause to be done by virtue hereof
Dated this 24th day of October, 2002.
/s/ William A. McIntosh
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William A. McIntosh
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, being a Director of MGIC
Investment Corporation (the "Company"), hereby constitutes and appoints Curt S.
Culver, J. Michael Lauer and Jeffrey H. Lane, and each of them, his or her true
and lawful attorney-in-fact and agent with full power of substitution and
resubstitution for him or her and in his or her name, place and stead, in any
and all capacities, to sign:
(1) the Registration Statement on Form S-8 and any and all amendments
(including post-effective amendments) to the Registration Statement
relating to the registration of up to 14,000,000 shares of Common Stock
$1.00 par value, under the Company's 2002 Stock Incentive Plan; and
(2) any and all post-effective amendments to any Registration Statements on
Form S-8 currently in effect relating to the Company's Profit Sharing
and Savings Plan, the Company's 1991 Stock Incentive Plan, and the
Company's 1993 Restricted Stock Plan for Non-Employee Directors,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute may lawfully do or cause to be done by virtue hereof
Dated this 24th day of October, 2002.
/s/ Leslie M. Muma
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Leslie M. Muma