Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

OMB APPROVAL

    Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
    Form 3 Holdings Reported
    Form 4 Transactions Reported

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB Number: 3235-0362
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Filed By
Romeo and Dye's
Section 16 Filer
www.section16.net



1. Name and Address of Reporting Person*

McIntosh, William A.

2. Issuer Name and Ticker or Trading Symbol
MGIC Investment Corporation (MTG)

6. Relationship of Reporting Person(s)
to Issuer (Check all applicable)
X Director                                       10% Owner
    Officer (give title below)          Other (specify below)

                                                  

(Last)      (First)     (Middle)

525 Sheridan Road
 

3. I.R.S. Identification Number
of Reporting Person,
if an entity (voluntary)

 

4. Statement for
Month/Year
Year Ended 12/31/02

(Street)

Kenilworth, IL 60043

5. If Amendment,
Date of Original
(Month/Year)
 
7. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
    Form filed by More than One Reporting Person

(City)     (State)     (Zip)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security
(Instr. 3)

2. Trans-
action
Date
(Month/ Day/
Year)

2A. Deemed
Execution
Date,
if any
(Month/Day/
Year)

3. Trans-
action Code
(Instr. 8)

4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 & 5)

5. Amount of
Securities
Beneficially
Owned at End of Issuer's
Fiscal year
(Instr. 3 & 4)

6. Owner-
ship Form:
Direct (D)
or Indirect (I)
(Instr. 4)

7. Nature of Indirect
Beneficial Ownership
(Instr. 4)

Amount

(A)
or
(D)

Price

Common Stock

03/01/02

 

A(1)

771

A

N/A

 

D

 

Common Stock

03/01/02

 

A(2)

514

A

$68.02

11,470

D

 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number

FORM 5 (continued)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security

(Instr. 3)

2. Conver-
sion or
Exercise
Price of Derivative Security

3. Trans-
action Date

(Month/
Day/
Year)

3A. Deemed
Execution
Date,
if any
(Month/
Day/
Year)

4. Trans-
action
Code

(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)

(Instr. 3, 4 & 5)

6. Date Exercisable
and Expiration
Date
(Month/Day/
Year)

7. Title and Amount of Underlying Securities
(Instr. 3 & 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of
Derivative
Securities
Beneficially
Owned
at End of Year
(Instr. 4)

10. Owner-
ship Form
of Deriv-
ative
Security:
Direct (D)
or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

(A)

(D)

Date Exer-cisable

Expira-
tion
Date

Title

Amount or Number of
Shares

NONE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Explanation of Responses:

(1) These restricted shares of Common Stock were awarded to the reporting person under the Deposit Share Program of the Issuer's 1991 Stock Incentive Plan, are subject to forfeiture under certain conditions, and generally may not be sold, transferred or otherwise alienated or hypothecated prior to the date on which they vest.
(2) These shares of Common Stock were acquired by the reporting person under the Deposit Share Program of the Issuer's 1991 Stock Incentive Plan.
(3) This form is signed by the reporting person's attorney-in-fact pursuant to the attached power of attorney.

  By: /s/ Dan D. Stilwell
             Dan D. Stilwell, Attorney-in-fact(3)
**Signature of Reporting Person
02/04/03
Date

**Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed.
          If space is insufficient, See Instruction 6 for procedure.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

 


Power of Attorney Regarding Form 4 and Form 5





KNOW ALL BY THESE PRESENTS, that the undersigned, a director of MGIC
Investment Corporation (the "Company") hereby appoints each person who is the Chief
Financial Officer, the Chief Accounting Officer, the General Counsel, the Associate
General Counsel or the Assistant General Counsel of the Company as the attorney-in-
fact and agent of the undersigned to sign the undersigned's name to any Form 4 or
Form 5 to be filed with the Securities and Exchange Commission or any securities
exchange.  Each of the persons authorized to act as such attorney-in-fact and agent
above may do so separately without the concurrence of the other persons.  The
authority granted hereunder is granted to the person occupying the position specified at
the time such authority is exercised.


Dated:   February 3, 2003




      /s/ William A. McIntosh



      Please print name: William A. McIntosh