Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On February 17, 2009 Joseph J. Komanecki, our Controller (our principal accounting officer), advised us that he would be retiring on May 29, 2009 after more than 30 years of service with us and our subsidiaries. We anticipate that after his retirement Mr. Komanecki will provide services to us under a consulting arrangement that we will enter into with him prior to his retirement.
(c) On February 19, 2009 Timothy J. Mattke was appointed our Vice President - Controller effective at the time of Mr. Komanecki's retirement. Mr. Mattke, age 33, has been Assistant Controller of our principal subsidiary, Mortgage Guaranty Insurance Corporation ("MGIC"), since August 2007 and prior to that was a manager in our accounting department since May 2006. For more than five years before that time, Mr. Mattke was an auditor (with his last position being audit manager) with Pricewaterhouse-Coopers LLP, our independent registered public accounting firm. As we have with all our other officers and all officers of MGIC, we expect we will enter into a Key Executive Employment and Severance Agreement ("KEESA") with him. If a change in control occurs and Mr. Mattke's employment is terminated within three years after the change in control, other than for cause, death or disability, or if he terminates his employment for good reason, he is entitled to a termination payment of the sum of his annual base salary, his maximum bonus award and an amount for pension accruals and profit sharing and matching contributions.

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