0001140361-15-009430 Sample Contracts

INCORPORATED TERMS DATED AS OF ___________________ TO KEY EXECUTIVE EMPLOYMENT AND SEVERANCE AGREEMENT
Incorporated Terms • February 27th, 2015 • Mgic Investment Corp • Surety insurance • Wisconsin

The following are the “Incorporated Terms” referred to in the instrument entitled “Key Executive Employment and Severance 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 section of the Base Instrument is Section 1, the Incorporated Terms begin with Section 2.

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ELEVENTH AMENDMENT TO CONFIDENTIAL SETTLEMENT AGREEMENT AND RELEASE
Confidential Settlement Agreement and Release • February 27th, 2015 • Mgic Investment Corp • Surety insurance • New York

This ELEVENTH AMENDMENT TO CONFIDENTIAL SETTLEMENT AGREEMENT AND RELEASE (“Amendment”) is made and is effective as of February 6, 2015, by and among Mortgage Guaranty Insurance Corporation (“MGIC”), Countrywide Home Loans, Inc. (“CHL”) and Bank of America, N.A., in its capacity as master servicer or servicer of Subject Loans (“Servicer”). Capitalized terms used in this Amendment without definition have the meaning given them in the Settlement Agreement.

INCORPORATED TERMS DATED AS OF JANUARY 27, 2014 TO RESTRICTED STOCK UNIT AGREEMENT
Incorporated Terms • February 27th, 2015 • Mgic Investment Corp • Surety insurance • Wisconsin

The following are the “Incorporated Terms” referred to in the instrument entitled “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.

NINTH AMENDMENT TO CONFIDENTIAL SETTLEMENT AGREEMENT AND RELEASE
Confidential Settlement Agreement and Release • February 27th, 2015 • Mgic Investment Corp • Surety insurance • New York

This NINTH AMENDMENT TO CONFIDENTIAL SETTLEMENT AGREEMENT AND RELEASE (“Amendment”) is made and is effective as of November 30, 2014, by and among Mortgage Guaranty Insurance Corporation (“MGIC”), Countrywide Home Loans, Inc. (“CHL”) and Bank of America, N.A., in its capacity as master servicer or servicer of Subject Loans (“Servicer”). Capitalized terms used in this Amendment without definition have the meaning given them in the Settlement Agreement.

EIGHTH AMENDMENT TO CONFIDENTIAL SETTLEMENT AGREEMENT AND RELEASE
Confidential Settlement Agreement and Release • February 27th, 2015 • Mgic Investment Corp • Surety insurance • New York

This EIGHTH AMENDMENT TO CONFIDENTIAL SETTLEMENT AGREEMENT AND RELEASE (“Amendment”) is made and is effective as of October 30, 2014, by and among Mortgage Guaranty Insurance Corporation (“MGIC”), Countrywide Home Loans, Inc. (“CHL”) and Bank of America, N.A., in its capacity as master servicer or servicer of Subject Loans (“Servicer”). Capitalized terms used in this Amendment without definition have the meaning given them in the Settlement Agreement.

RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • February 27th, 2015 • Mgic Investment Corp • Surety insurance

THIS 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, or one of its subsidiaries, whose signature is set forth on the signature page hereto (the “Employee”).

KEY EXECUTIVE EMPLOYMENT AND SEVERANCE AGREEMENT
Key Executive Employment and Severance Agreement • February 27th, 2015 • Mgic Investment Corp • Surety insurance

THIS AGREEMENT is made and entered into as of the ___ day of __________, _____, by and between MGIC Investment Corporation, a Wisconsin corporation (hereinafter referred to as the “Company”), and the person whose name appears on the signature page hereof (hereinafter referred to as “Executive”).

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