EXHIBIT 99


CONVERSION RIGHTS

  GENERAL

     You may convert any outstanding debentures (or portions of outstanding
debentures) as described below into our common stock, initially at the
conversion price of $57.75 per share (equal to a conversion rate of 17.316
shares per $1,000 principal amount of debentures). The conversion price is
subject to adjustment as described below. We will not issue fractional shares of
common stock upon conversion of debentures. Instead, we will pay a cash
adjustment based upon the sale price of our common stock on the business day
immediately preceding the conversion date. You may convert debentures only in
denominations of $1,000 and integral multiples of $1,000.

     You may surrender debentures for conversion into our common stock prior to
the stated maturity only under the following circumstances:

  MARKET PRICE CONDITIONS:

     - during any conversion period, as described below, if the closing sale
       price of our common stock for at least 20 trading days in the 30 trading
       day period ending on the first day of the conversion period was more than
       120% of the conversion price on that thirtieth trading day;

     - during the five business-day period following any 10 consecutive
       trading-day period in which the average of the trading prices, as
       described below, for the debentures for that 10 trading-day period was
       less than 105% of the average conversion value, as described below, for
       the debentures during that period;

     - credit rating event: during any period after the 30th day following the
       initial issuance of the debentures in which the credit rating assigned to
       the debentures by both Moody's and S&P is below Baa3 or BBB-,
       respectively, or that neither rating agency is rating the debentures;

     - Notice of redemption: if we have called the debentures for redemption; or

     - Specified corporate transactions: upon the occurrence of the specified
       corporate transactions discussed below.

     If you have exercised your right to require us to repurchase your
debentures as described under "-- Repurchase of Debentures at the Option of
Holders," you may convert your debentures into our common stock only if you
withdraw your notice of exercise and convert your debentures prior to the close
of business on the business day immediately preceding the applicable repurchase
date.

  CONVERSION UPON SATISFACTION OF MARKET PRICE CONDITIONS

     You may surrender any of your debentures for conversion into our common
stock during any conversion period if the closing sale price of our common stock
for at least 20 trading days in the 30 trading-day period ending on the first
day of the conversion period exceeds 120% of the conversion price on that
thirtieth trading day. A "conversion period" will be the period from and
including the thirtieth trading day in a fiscal quarter to but not including the
thirtieth trading day in the immediately following fiscal quarter.

     You also may surrender any of your debentures for conversion into our
common stock during the five business-day period following any 10 consecutive
trading-day period in which the

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average of the trading prices for the debentures for that 10 trading-day period
was less than 105% of the average conversion value for the debentures during
that period. "Conversion value" is equal to the product of the sale price for
our common stock on a given day multiplied by the then current conversion rate,
which is the number of shares of common stock into which each $1,000 principal
amount of debentures is then convertible. The "trading price" of the debentures
on any date of determination means the average of the secondary market bid
quotations per debenture obtained by us or the calculation agent for $10,000,000
principal amount at maturity of the debentures at approximately 3:30 p.m., New
York City time, on such determination date from three independent nationally
recognized securities dealers we select, provided that if at least three such
bids cannot reasonably be obtained by us or the calculation agent, but two such
bids are obtained, then the average of the two bids shall be used, and if only
one such bid can reasonably be obtained by us or the calculation agent, this one
bid shall be used. If either we or the calculation agent cannot reasonably
obtain at least one bid for $10,000,000 principal amount at maturity of the
debentures from a nationally recognized securities dealer or in our reasonable
judgment, the bid quotations are not indicative of the secondary market value of
the debentures, then the trading price of the debentures will equal (a) the
then-applicable conversion rate of the debentures multiplied by (b) the sale
price of our common stock on such determination date.

  CONVERSION UPON CREDIT RATING EVENT

     You may surrender any of your debentures for conversion during any period
in which the credit ratings assigned to the debentures by both Moody's and S&P
are below Baa3 or BBB-, respectively, or in which the credit ratings assigned to
the debentures are suspended or withdrawn by both rating agencies or in which
neither rating agency is rating the debentures.

  CONVERSION UPON NOTICE OF REDEMPTION

     You may surrender for conversion any debentures we call for redemption at
any time prior to the close of business on the day that is two business days
prior to the redemption date, even if the debentures are not otherwise
convertible at that time. If you have already delivered a purchase notice or a
change of control purchase notice with respect to a debenture, however, you may
not surrender that debenture for conversion until you have withdrawn the notice
in accordance with the indenture.

  CONVERSION UPON SPECIFIED CORPORATE TRANSACTIONS

     Even if none of the other conditions described above have occurred, if:

     - we distribute to all holders of our common stock certain rights entitling
       them to purchase, for a period expiring within 60 days, common stock at
       less than the sale price of the common stock at the time of the
       announcement of such distribution;

     - we elect to distribute to all holders of our common stock cash or other
       assets, debt securities or certain rights to purchase our securities,
       which distribution has a per share value exceeding 10% of the sale price
       of the common stock on the day preceding the declaration date for the
       distribution; or

     - a change of control as described under "-- Repurchase of Debentures at
       the Option of Holders -- Change of Control Put" occurs but holders of
       debentures do not have the right to require us to repurchase their
       debentures as a result of such change of control because either: (1) the
       sale price of our common stock for a specified period prior to such
       change of control exceeds a specified level or (2) because the
       consideration received in such change of control consists of freely
       tradeable stock and the debentures become convertible into that stock
       (each as more fully described under "-- Repurchase of Debentures at the
       Option of Holders -- Change of Control Put"), then

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we must notify you at least 20 days prior to the ex-dividend date for the
distribution or within 30 days of the occurrence of the change of control, as
the case may be. Once we have given that notice, you may surrender your
debentures for conversion at any time until the earlier of close of business on
the business day prior to the ex-dividend date or our announcement that the
distribution will not take place, in the case of a distribution, or within 30
days of the change of control notice, in the case of a change of control. In the
case of a distribution, no adjustment to the ability of a holder of debentures
to convert will be made if the holder will otherwise participate in the
distribution without conversion or in certain other cases.

     In addition, if we are party to a consolidation, merger or binding share
exchange pursuant to which our common stock would be converted into cash,
securities or other property, a holder may surrender debentures for conversion
at any time from and after the date which is 15 days prior to the anticipated
effective date of the transaction until 15 days after the actual date of the
transaction. If we are a party to a consolidation, merger or binding share
exchange pursuant to which our common stock is converted into cash, securities
or other property, then at the effective time of the transaction, the right to
convert a debenture into common stock will be changed into a right to convert
the debentures into the kind and amount of cash, securities or other property
which the holder would have received if the holder had converted such debentures
immediately prior to the transaction. If the transaction also constitutes a
"change of control," as defined below, the holder can require us to repurchase
all or a portion of its debentures as described under "-- Repurchase of
Debentures at the Option of Holders -- Change of Control Put."

  CONVERSION PROCEDURES

     Except as provided below, if you convert your debentures into our common
stock on any day other than an interest payment date, you will not receive any
interest that has accrued on those debentures since the prior interest payment
date. By delivering to the holder the number of shares issuable upon conversion,
determined by dividing the principal amount of the debentures being converted by
the conversion price (stated as an amount per $1.00 principal amount of
debentures), together with a cash payment in lieu of any fractional shares, we
will satisfy our obligation with respect to the debentures. That is, accrued and
unpaid interest will be deemed to be paid in full rather than canceled,
extinguished or forfeited.

     If you convert after a record date for an interest payment but prior to the
corresponding interest payment date, you will receive on the interest payment
date interest accrued on those debentures, notwithstanding the conversion of
debentures prior to the interest payment date, because you will have been the
holder of record on the corresponding record date. However, at the time you
surrender any debentures for conversion, you must pay us an amount equal to the
interest that has accrued and that will be paid on the debentures being
converted on the interest payment date. The preceding sentence does not apply to
debentures that are converted after being called by us for redemption after a
record date for an interest payment but prior to the corresponding interest
payment date. Accordingly, if we call your debentures for redemption on a date
that is after a record date for an interest payment but prior to the
corresponding interest payment date, and prior to the redemption date you choose
to convert your debentures, you will not be required to pay us at the time you
surrender your debentures for conversion the amount of interest on the
debentures you will receive on the date that has been fixed for redemption.

     You will not be required to pay any taxes or duties relating to the
issuance or delivery of our common stock if you exercise your conversion rights,
but you will be required to pay any tax or duty which may be payable relating to
any transfer involved in the issuance or delivery of the common stock in a name
other than your own. Certificates representing shares of common stock will be
issued or delivered only after all applicable taxes and duties, if any payable
by you have been paid.

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     To convert interests in a global debenture, you must deliver to DTC the
appropriate instruction form for conversion pursuant to DTC's conversion
program. To convert a definitive debenture, you must:

     - complete the conversion notice on the back of the debentures (or a
       facsimile thereof);

     - deliver the completed conversion notice and the debentures to be
       converted to the specified office of the conversion agent;

     - pay all funds required, if any, relating to interest on the debentures to
       be converted to which you are not entitled, as described in the second
       preceding paragraph; and

     - pay all taxes or duties, if any as described in the preceding paragraph.

     The conversion date will be the date on which all of the foregoing
requirements have been satisfied. The debentures will be deemed to have been
converted immediately prior to the close of business on the conversion date. A
certificate for the number of shares of common stock into which the debentures
are converted (and cash in lieu of any fractional shares) will be delivered as
soon as practicable on or after the conversion date.

  CONVERSION PRICE ADJUSTMENTS

     We will adjust the initial conversion price for certain events, including:

     - issuances of our common stock as a dividend or distribution to all
       holders of our common stock;

     - certain subdivisions and combinations of our common stock;

     - issuances to all holders of our common stock of certain rights or
       warrants to purchase our common stock (or securities convertible into our
       common stock) at less than (or having a conversion price per share less
       than) the current market price of our common stock at the time of the
       announcement of such issuance;

     - distributions to all holders of our common stock of shares of our capital
       stock (other than our common stock), evidences of our indebtedness or
       assets, including securities, but excluding:

      -- the rights and warrants referred to in the immediately preceding bullet
         point,

      -- any dividends and distributions in connection with a reclassification,
         change, consolidation, merger combination, sale or conveyance resulting
         in a change in the conversion consideration pursuant to the fourth
         succeeding paragraph, or

      -- any dividends or distributions paid exclusively in cash;

     - distributions consisting exclusively of cash to all holders of our common
       stock to the extent that those distributions, combined together with:

      -- all other all-cash distributions made within the preceding 12 months
         for which no adjustment has been made, plus

      -- any cash and the fair market value of other consideration paid for in
         any tender offers by us or any of our subsidiaries for our common stock
         expiring within the preceding 12 months for which no adjustment has
         been made,

exceeds 10% of our market capitalization on the record date for that
distribution; our "market capitalization," as of any date, is the product of the
sale price of our common stock on such date times the number of shares of our
common stock then outstanding; and

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     - purchases of our common stock pursuant to a tender offer made by us or
       any of our subsidiaries to the extent such purchases involve an aggregate
       consideration that, together with:

      -- any cash and the fair market value of any other consideration paid in
         any other tender offer by us or any of our subsidiaries for our common
         stock expiring within the 12 months preceding the tender offer for
         which no adjustment has been made, plus

      -- the aggregate amount of any all-cash distributions referred to in the
         immediately preceding bullet point to all holders of our common stock
         within 12 months preceding the expiration of the tender offer for which
         no adjustments have been made,

exceeds 10% of our market capitalization on the expiration of the tender offer.

     We will not make any adjustment if holders of debentures may participate in
the transactions described above or in certain other cases. In cases:

     - where the fair market value of assets, debt securities or certain rights,
       warrants or options to purchase our securities that are applicable to one
       share of common stock and are distributed to stockholders equals or
       exceeds the average sale price of the common stock over a specified
       period, or

     - in which the average sale price of the common stock over a specified
       period exceeds the fair market value of the assets, debt securities or
       rights, warrants or options so distributed by less than $1.00,

rather than being entitled to an adjustment in the conversion price, the holder
of a debenture will be entitled to receive upon conversion, in addition to the
shares of common stock, the kind and amount of assets, debt securities or
rights, warrants or options comprising the distribution that the holder would
have received if the holder had converted its debentures immediately prior to
the record date for determining the shareholders entitled to receive the
distribution.

     We will not make an adjustment in the conversion price unless the
adjustment would require a change of at least 1% in the conversion price in
effect at that time. We will carry forward and take into account in any
subsequent adjustment any adjustment that would otherwise be required to be
made.

     If we:

     - reclassify or change our common stock (other than changes resulting from
       a subdivision or combination); or

     -  consolidate or combine with or merge into or are a party to a binding
        share exchange with any person or sell or convey to another person all
        or substantially all of our property and assets,

and the holders of our common stock receive (or the common stock is converted
into) stock, other securities or other property or assets (including cash or any
combination thereof) with respect to or in exchange for their common stock,
then, at the effective time of the transaction you may convert your debentures
into the consideration that you would have received if you had converted your
Debentures immediately prior to the reclassification, change, consolidation,
combination, merger sale or conveyance. We may not become a party to any such
transaction unless its terms are consistent with the foregoing.

     In the event that we distribute shares of capital stock of a subsidiary of
ours, the conversion rate will be adjusted, if at all, based on the market value
of the subsidiary stock so distributed relative to the market value of our
common stock, in each case over a measurement period following the distribution.

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     In the event we elect to make a distribution described in the third or
fourth bullet of the first paragraph of this subsection "-- Conversion Price
Adjustments," which, in the case of the fourth bullet, has a per share value
equal to more than 10% of the sale price of our shares of common stock on the
day preceding the declaration date for the distribution, then, if the
distribution would also trigger a conversion right under "-- Conversion Upon
Specified Corporate Transactions," or if the debentures are otherwise
convertible, we will be required to give notice to you at least 20 days prior to
the ex-dividend date for the distribution and, upon the giving of notice, the
debentures may be surrendered for conversion at any time until the close of
business on the business day prior to the ex-dividend date or until we announce
that the distribution will not take place. No adjustment to the conversion price
or to your ability to convert will be made if you will otherwise participate in
the distribution without conversion or in certain other cases.

     If a taxable distribution to holders of our common stock or other
transaction occurs which results in any adjustment of the conversion price, you
may in certain circumstances, be deemed to have received a distribution subject
to United States federal income tax as a dividend. In certain other
circumstances, the absence of an adjustment may result in a taxable dividend to
the holders of our common stock. See "United States Taxation -- United States
Holders -- Constructive Dividends."

     To the extent permitted by law, from time to time we may reduce the
conversion price of the debentures by any amount for any period of at least 20
days. In that case, we will give at least 15 days notice of the reduction. We
may also reduce the conversion price, as our board of directors deems advisable
to avoid or diminish any income tax to holders of our common stock resulting
from any dividend or distribution of stock (or rights to acquire stock) or from
any event treated as such for income tax purposes.

OPTIONAL REDEMPTION BY RADIAN GROUP

     Prior to January 1, 2005, the debentures will not be redeemable at our
option. Beginning on January 1, 2005, we may redeem the debentures for cash at
any time as a whole, or from time to time in part, at a redemption price equal
to the principal amount of those debentures plus any accrued and unpaid
interest, including contingent interest, and additional interest, if any, on
those debentures to the redemption date. We will give you at least 30 days but
not more than 60 days notice of redemption by mail. Debentures or portions of
debentures called for redemption will be convertible by you until the close of
business on the second business day prior to the redemption date.

     If we do not redeem all of the debentures, the trustee will select the
debentures to be redeemed in principal amounts of $1,000 or integral multiples
of $1,000 by lot or on a pro rata basis. If any debentures are to be redeemed in
part only we will issue a new debenture or debentures in principal amount equal
to the unredeemed principal portion thereof. If a portion of your debentures is
selected for partial redemption and you convert a portion of your debentures,
the converted portion will be deemed to be taken from the portion selected for
redemption.

REPURCHASE OF DEBENTURES AT THE OPTION OF HOLDERS

  OPTIONAL PUT

     On January 1, 2005, 2007, 2009, 2012 and 2017 you may require us to
repurchase any outstanding debentures for which you have properly delivered and
not withdrawn a written repurchase notice, subject to certain additional
conditions, at a purchase price equal to the principal amount of those
debentures plus any accrued and unpaid interest, including contingent interest
and additional interest, if any, on those debentures to the repurchase date. You
may submit your debentures for repurchase to the paying agent at any time from
the opening of business on the date that is 20 business days prior to the
repurchase date until the close of business on the third business day prior to
the repurchase date.
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     Instead of paying the purchase price in cash, we may pay the purchase price
in common stock, cash or a combination of common stock and cash, at our option.
The number of shares of common stock a holder will receive will equal the
relevant amount of the purchase price divided by 97.5% of the average of the
sale price of our common stock for the 20 trading days immediately preceding and
including the third day prior to the repurchase date. However, we may not pay
the purchase price in common stock or a combination of common stock and cash,
unless we satisfy certain conditions prior to the repurchase date as provided in
the indenture, including:

     -  registration of the shares of our common stock to be issued upon
        repurchase under the Securities Act and the Exchange Act, if required;

     -  qualification of the shares of our common stock to be issued upon
        repurchase under applicable state securities laws, if necessary, or the
        availability of an exemption therefrom; and

     -  listing of our common stock on a United States national securities
        exchange or quotation thereof in an inter-dealer quotation system of any
        registered United States national securities association.

     We will be required to give you notice at least 20 business days prior to
each repurchase date at your address shown in the register of the registrar and
to beneficial owners as required by applicable law stating among other things,
the procedures that you must follow to require us to repurchase your debentures
as described below and whether the purchase price will be paid in cash or common
stock, or a combination with a portion payable in cash or common stock.

     Because the sale price of our common stock will be determined prior to the
applicable repurchase date, you bear the market risk that our common stock will
decline in value between the date the sale price is calculated and the
repurchase date.

     The repurchase notice given by you electing to require us to repurchase
debentures shall be given so as to be received by the paying agent no later than
the close of business on the third business day prior to the repurchase date and
must state:

     -  the certificate numbers of your debentures to be delivered for
        repurchase;

     -  the portion of the principal amount of debentures to be repurchased,
        which must be $1,000 or an integral multiple of $1,000; and

     -  that the debentures are to be repurchased by us pursuant to the
        applicable provisions of the debentures.

     You may withdraw any repurchase notice by delivering a written notice of
withdrawal to the paying agent prior to the close of business on the repurchase
date. The notice of withdrawal shall state:

     -  the principal amount of debentures being withdrawn;

     -  the certificate numbers of the debentures being withdrawn; and

     -  the principal amount, if any of the debentures that remain subject to
        the repurchase notice.

     In connection with any repurchase we will, to the extent applicable:

     - comply with the provisions of Rule 13e-4, Rule 14e-1 and any other tender
       offer rules under the Exchange Act which may then be applicable; and

     - file Schedule TO or any other required schedule under the Exchange Act.

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     Our obligation to pay the purchase price for debentures for which a
repurchase notice has been delivered and not validly withdrawn is conditioned
upon you delivering the debentures, together with necessary endorsements, to the
paying agent at any time after delivery of the repurchase notice. We will cause
the purchase price for the debentures to be paid promptly following the later of
the repurchase date or the time of delivery of the debentures, together with
such endorsements.

     If the paying agent holds money or common stock sufficient to pay the
purchase price of the debentures for which a repurchase notice has been given on
the business day following the repurchase date in accordance with the terms of
the indenture, then, immediately after the repurchase date, the debentures will
cease to be outstanding and interest on the debentures will cease to accrue,
whether or not the debentures are delivered to the paying agent. Thereafter all
other rights of the holder shall terminate, other than the right to receive the
purchase price upon delivery of the debentures.

     Our ability to repurchase debentures for cash may be limited by
restrictions on the ability of Radian Group to obtain funds for such repurchase
through dividends from its subsidiaries and the terms of our then existing
borrowing agreements.

  CHANGE OF CONTROL PUT

     If a change of control, as described below, occurs, you will have the right
(subject to certain exceptions set forth below) to require us to repurchase all
of your debentures not previously called for redemption, or any portion of those
debentures, that is equal to $1,000 in principal amount or a whole multiple of
$1,000 at a purchase price equal to the principal amount of all debentures you
require us to repurchase plus any accrued and unpaid interest, including
contingent interest and additional interest, if any, on those debentures to the
repurchase date. Notwithstanding the foregoing, we may be required to offer to
repurchase our other senior debt on a pro rata basis with the debentures, upon a
change of control, if similar change of control offers are or will be required
by our other senior debt.

     Instead of paying the purchase price in cash, we may pay the purchase price
in our common stock or, in the case of a merger in which we are not the
surviving corporation, common stock, ordinary shares or American Depositary
Shares of the surviving corporation or its direct or indirect parent
corporation, cash or a combination of the applicable securities and cash, at our
option. The number of shares of the applicable common stock or securities a
holder will receive will equal the relevant amount of the purchase price divided
by 97.5% of the average of the sale price of the applicable common stock or
securities for the 20 trading days immediately preceding and including the third
day prior to the repurchase date. However, we may not pay the purchase price in
the applicable common stock or securities or a combination of the applicable
common stock or securities and cash, unless we satisfy certain conditions prior
to the repurchase date as provided in the indenture, including:

     - registration of the shares of the applicable common stock or securities
       to be issued upon repurchase under the Securities Act and the Exchange
       Act, if required;

     - qualification of the shares of the applicable common stock or securities
       to be issued upon repurchase under applicable state securities laws, if
       necessary, or the availability of an exemption therefrom; and

     - listing of the applicable common stock or securities on a United States
       national securities exchange or quotation thereof in an inter-dealer
       quotation system of any registered United States national securities
       association.

     Within 30 days after the occurrence of a change of control, we are required
to give you notice of the occurrence of the change of control and of your
resulting repurchase right and whether the purchase price will be paid in cash
the applicable common stock or securities, or a

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combination with a portion payable in cash or the applicable common stock or
securities. The repurchase date will be 30 days after the date we give notice of
a change of control. To exercise the repurchase right, you must deliver prior to
the close of business on the business day immediately preceding the repurchase
date, written notice to the trustee of your exercise of your repurchase right,
together with the debentures with respect to which your right is being
exercised. You may withdraw this notice by delivering to the paying agent a
notice of withdrawal prior to the close of business on the business day
immediately preceding the repurchase date.

     Because the sale price of the applicable common stock or securities will be
determined prior to the applicable repurchase date, you bear the market risk
that the applicable common stock or securities will decline in value between the
date the sale price is calculated and the repurchase date.

     A "change of control" will be deemed to have occurred at such time after
the original issuance of the debentures when any of the following has occurred:

     - the acquisition by any person, including any syndicate or group deemed to
       be a "person" under Section 13(d)(3) of the Exchange Act of beneficial
       ownership, directly or indirectly through a purchase, merger or other
       acquisition transaction or series of purchase, merger or other
       acquisition transactions, of shares of our capital stock entitling that
       person to exercise 50% or more of the total voting power of all shares of
       our capital stock entitled to vote generally in elections of directors,
       other than any acquisition by us, any of our subsidiaries or any of our
       employee benefit plans (except that any of those persons shall be deemed
       to have beneficial ownership of all securities it has the right to
       acquire, whether the right is currently exercisable or is exercisable
       only upon the occurrence of a subsequent condition); or

     - the first day on which a majority of the members of the board of
       directors of Radian Group are not continuing directors; or

     - our consolidation or merger with or into any other person, any merger of
       another person into us, or any conveyance, transfer, sale, lease or other
       disposition of all or substantially all of our properties and assets to
       another person, other than:

      -- any transaction:

        (1) that does not result in any reclassification, conversion, exchange
            or cancellation of outstanding shares of our capital stock; and

        (2) pursuant to which holders or our capital stock immediately prior to
            the transaction have the entitlement to exercise, directly or
            indirectly 50% or more of the total voting power of all shares of
            capital stock entitled to vote generally in elections of directors
            of the continuing or surviving person immediately after giving
            effect to such issuance; and

      -- any merger, share exchange, transfer of assets or similar transaction
         solely for the purpose of changing our jurisdiction of incorporation
         and resulting in a reclassification, conversion or exchange of
         outstanding shares of common stock, if at all, solely into shares of
         common stock, ordinary shares or American Depositary Shares ("ADRs") of
         the surviving entity or a direct or indirect parent of the surviving
         corporation.

     However, notwithstanding the foregoing, you will not have the right to
require us to repurchase your debentures if:

     - the sale price per share of our common stock for any five trading days
       within:

      -- the period of 10 consecutive trading days ending immediately after the
         later of the change of control or the public announcement of the change
         of control, in the case of a change of control under the first or
         second bullet point above, or

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      -- the period of 10 consecutive trading days ending immediately before the
         change of control, in the case of a change of control under the third
         bullet point above, equals or exceeds 110% of the conversion price of
         the debentures in effect on each of those five trading days; or

     - 100% of the consideration in the transaction or transactions (other than
       cash payments for fractional shares and cash payments made in respect of
       dissenters' appraisal rights) constituting a change of control consists
       of shares of common stock, ordinary shares or ADRs traded or to be traded
       immediately following a change of control on a national securities
       exchange or the Nasdaq National Market, and, as a result of the
       transaction or transactions, the debentures become convertible into that
       common stock, ordinary shares or ADRs (and any rights attached thereto).

     Beneficial ownership shall be determined in accordance with Rule 13d-3
promulgated by the SEC under the Exchange Act. The term "person" includes any
syndicate or group that would be deemed to be a "person" under Section 13(d)(3)
of the Exchange Act.

     Rule 13e-4 under the Exchange Act requires the dissemination of certain
information to security holders if an issuer tender offer occurs and may apply
if the repurchase option becomes available to you. We will comply with this rule
and file Schedule TO (or any similar schedule) to the extent applicable at that
time.

     The definition of change of control includes a phrase relating to the
conveyance, transfer, sale, lease or disposition of "all or substantially all"
of our assets. There is no precise, established definition of the phrase
"substantially all" under applicable law. Accordingly, your ability to require
us to repurchase your debentures as a result of a conveyance, transfer, sale,
lease or other disposition of less than all our assets may be uncertain.

     If the paying agent holds money or common stock sufficient to pay the
purchase price of the debentures which you have elected to require us to
repurchase on the business day following the repurchase date in accordance with
the terms of the indenture, then, immediately after the repurchase date, those
debentures will cease to be outstanding and interest on the debentures will
cease to accrue, whether or not the debentures are delivered to the paying
agent. Thereafter all other of your rights shall terminate, other than the right
to receive the purchase price upon delivery of the debentures.

     The foregoing provisions would not necessarily protect you if highly
leveraged or other transactions involving us occur that may affect you
adversely. We could, in the future, enter into certain transactions, including
certain recapitalizations, that would not constitute a change of control with
respect to the change of control purchase feature of the debentures but that
would increase the amount of our (or our subsidiaries) outstanding indebtedness.

     Our ability to repurchase debentures for cash upon the occurrence of a
change of control is subject to important limitations. Our ability to repurchase
the debentures for cash may be limited by restrictions on the ability of Radian
Group to obtain funds for such repurchase through dividends from its
subsidiaries. In addition, the occurrence of a change of control could cause an
event of default under or be prohibited or limited by the terms of our other
senior debt. We cannot assure you that we would have the financial resources, or
would be able to arrange financing, to pay the purchase price in cash for all
the debentures that might be delivered seeking to exercise the repurchase right.

     The change of control purchase feature of the debentures may in certain
circumstances make more difficult or discourage a takeover of our company. The
change of control purchase feature, however, is not the result of our knowledge
of any specific effort:

     - to accumulate shares of our common stock;

     - to obtain control of us by means of a merger, tender offer solicitation
       or otherwise; or
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     - by management to adopt a series of anti-takeover provisions.

     Instead, the change of control purchase feature is a standard term
contained in securities similar to the debentures.


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