8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K/A

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) February 8, 2005

Radian Group Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

1-11356	23-2691170
(Commission File Number)	(IRS Employer Identification No.)

1601 Market Street, Philadelphia, Pennsylvania	19103
(Address of Principal Executive Offices)	(Zip Code)

215-564-6600

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

EXPLANATORY NOTE: This Current Report on Form 8-K/A amends, in their entirety, Items 1.01 and 9.01 of the Current Report on Form 8-K dated February 8, 2005 and filed with the SEC on February 14, 2005 by Radian Group Inc. This amendment is being filed to reflect an amendment and restatement of the Radian Group Inc. Performance Share Plan to require that all performance shares be settled in Radian common stock rather than stock or cash and to correct a discrepancy regarding compensation payable to Frank P. Filipps in Exhibit 10.4 in Footnote 5 under “Executive Officers.”

Item 1.01 Entry into a Material Definitive Agreement.

Radian’s board of directors met on February 8, 2005 and approved the following recommendations made by the Compensation and Human Resources Committee of the board regarding management contracts and compensatory plans, contracts and arrangements in which Radian’s named executive officers are eligible to participate:

(1) The board approved an amendment to the Radian Group Inc. Equity Compensation Plan to allow for awards of performance shares under that plan. The amended and restated plan is attached as Exhibit 10.1 and incorporated herein by reference.

(2) The board approved the Radian Group Inc. Performance Share Plan. The plan is attached as Exhibit 10.2 and incorporated herein by reference. Key employees of Radian and its subsidiaries who, through their position or performance, can have a significant, positive impact on Radian’s financial results, are eligible to participate in the Performance Share Plan. The participants are expected to consist of the following, or their successors:

• Mark A. Casale – SVP, Strategic Investments

• Robert E. Croner – SVP, Human Resources

• Martin Kamarck – President, Radian Asset Assurance Inc.

• Roy J. Kasmar – President and Chief Operating Officer

• C. Robert Quint – EVP and Chief Financial Officer

• Howard S. Yaruss – EVP and General Counsel

In addition, due to the pending retirement of Frank P. Filipps as Radian’s Chairman and Chief Executive Officer, Radian currently is conducting a search for a new Chief Executive Officer. Radian expects that, once hired, its new Chief Executive Officer also will participate in the plan. In the future, the committee may expand the group of participants to include other key employees, or may contract the group of participants.

The Compensation and Human Resources Committee may grant performance shares to eligible participants with respect to performance periods of varying and overlapping durations. The first performance period under the plan is the three-year period that began January 1, 2005 and ends December 31, 2007. The committee expects that future performance periods will cover additional three year periods beginning January 1, 2006, January 1, 2007 and so on.

At the beginning of each performance period, a target number of performance shares is established for each participant in the plan. The performance shares are denominated in shares of Radian common stock and, pursuant to an amendment of the Performance Share Plan effective March 30, 2005, are payable in Radian common stock. The form of performance share award agreement for awards under the plan is attached as Exhibit 10.3 and incorporated herein by reference.

Each performance share award becomes payable at a multiple of the target amount depending on a combination of Radian’s growth of earnings per share, growth of adjusted book value and return on

equity over the performance period. For the first performance period, one third of each award is based on each of the three metrics, and each metric is measured both on an absolute basis and relative to a group of Radian’s peers. For purposes of the deductibility requirements of Section 162(m) of the Internal Revenue Code, the maximum pay-out under any performance share award is 250,000 shares of Radian common stock or its equivalent market value as of the payment date.

If a change in control of Radian occurs (as defined in the Equity Compensation Plan) and at least twelve months has elapsed in any open performance period, then the target number of performance shares with respect to each such performance period will be paid immediately upon the change in control. Performance shares with respect to performance periods for which less than twelve months have elapsed will expire upon the change in control.

Upon retirement of a participant, payments with respect to the target number of performance shares related to performance periods for which the participant worked at least one full year will be made at the end of the performance period to the extent the performance goals for that period are met. Upon disability or death of a participant, payments with respect to the target number of performance shares related to all open performance periods will be made at the end of the performance period to the extent the performance goals for that period are met. Upon termination of employment for any reason other than retirement, disability or death, all performance shares with respect to open performance periods immediately will be forfeited and canceled.

Radian’s Compensation and Human Resources Committee administers the Performance Share Plan and may amend or terminate the Performance Share Plan at any time.

Radian expects to submit the material terms of the Performance Share Plan for stockholder approval at its 2005 Annual Meeting of Stockholders to qualify the compensation that may be granted under the plan for deductibility under Section 162(m) of the Internal Revenue Code. In that case, if the material terms are not approved, the performance shares granted under the Performance Share Plan will become null and void and no additional performance shares may be granted under that plan.

In addition, upon the recommendation of the Compensation and Human Resources Committee, Radian entered into retention agreements with each of Martin Kamarck, Roy J. Kasmar, C. Robert Quint and Howard S. Yaruss on February 14, 2005. The retention agreements provide for the issuance of 10,000 shares of Radian common stock to each of Messrs. Kamarck and Quint and 8,000 shares to Mr. Kasmar if he remains a Radian employee through January 1, 2007. Further, if Radian wishes to terminate the employment of Messrs. Kamarck, Kasmar, Quint or Yaruss before January 1, 2007 other than for “cause” (which generally requires misappropriation of funds, habitual insobriety, substance abuse, conviction of a crime involving moral turpitude, or gross negligence in the performance of duties, which gross negligence has had a material adverse effect on the business, operations, assets, properties or financial condition of Radian and its subsidiaries taken as a whole), then Radian must provide the executive with (1) 180 days’ notice, (2) 8,000 shares of Radian common stock (except in the case of Mr. Yaruss, whose agreement does not entitle him to this Radian common stock), (3) twelve monthly installments of severance at the then rate of base salary beginning on the date of termination and (4) a lump sum payment equal to the executive’s target bonus for the year in which the notice of termination is delivered pro rated through the date of such notice. In addition, Mr. Kasmar’s agreement serves as an employment agreement with a term lasting through 2005, and provides that he is entitled to the payments described in the preceding sentence if he terminates his employment with Radian during 2006. If Messrs. Kamarck or Quint terminates his employment with Radian during 2006, he will be entitled to 5,000 shares of Radian’s common stock. In addition, Mr. Kasmar is entitled to perform his duties as an employee of Radian from a remote location of his choosing for up to two days each week and will be entitled to up to $35,000 annually for expenses incurred in commuting to Radian’s offices. All shares of Radian common stock issuable under the terms of the retention agreements will be issued pursuant to shares of phantom stock awarded under Radian’s Equity Compensation Plan at the inception of the retention agreements.

Exhibit 10.4, which is incorporated herein by reference, shows certain compensation arrangements with Radian’s directors and named executive officers for 2005, as recommended by the Compensation and Human Resources Committee and approved by the board of directors at its February 8, 2005 meeting. Exhibits 10.5 and 10.6 are forms of phantom stock grant agreements for Radian employees and non-employee directors, respectively.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

*+10.1	Radian Group Inc. Equity Compensation Plan, amended and restated as of February 8, 2005
**+10.2	Radian Group Inc. Performance Share Plan
**+10.3	Form of Performance Share Award Agreement
**+10.4	Certain Compensation Arrangements with Directors and Named Executive Officers for 2005
*+10.5	Form of Phantom Stock Grant Agreement for Employees
*+10.6	Form of Phantom Stock Grant Agreement for Non-Employee Directors
+	Management contract or compensatory arrangement.
*	Previously filed.
**	Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	RADIAN GROUP INC.
Date: March 30, 2005	By:	/s/ David L. Coleman
		David L. Coleman
		Vice President, Corporate & Securities Counsel

EX-10.2

EXHIBIT 10.2

RADIAN GROUP INC.

AMENDED AND RESTATED PERFORMANCE SHARE PLAN

1. Purpose. The purpose of the Radian Group Inc. Performance Share Plan (the “Plan”) is to enhance the long-term stockholder value of Radian Group Inc. (the “Company”) by reinforcing the incentives of the Company’s key employees to achieve the Company’s long-term performance goals; to link a significant portion of a participant’s compensation to the achievement by the Company of such performance goals and to the value of the Company’s Common Stock, par value $0.001 per share (the “Common Stock”); and to attract and motivate key employees and to encourage their continued employment on a competitive basis. The purposes of the Plan are to be achieved by the grant of Performance Share Awards, as defined below.

2. Eligibility and Participation. Key employees of the Company who, through their position or performance, can have a significant, positive impact on the Company’s financial results, shall be eligible to participate in the Plan. The Compensation and Human Resources Committee of the Company’s Board of Directors (the “Committee”) shall select the recipients of Performance Share Awards (the “Participants”). Newly-hired and newly-promoted employees may be selected as Participants subject to the provisions of Section 3(d)(ii), if applicable.

3. Performance Share Awards.

(a) Performance Share Award Defined. A “Performance Share Award” is a right to receive shares of Common Stock, contingent on the achievement of certain performance goals of the Company specified by the Committee. A Performance Share Award shall be subject to such conditions, restrictions and contingencies as the Committee shall determine.

(b) Combined Award Under Stock Plan. Each Performance Share Award shall be deemed to be a combined award under the Plan and under the Company’s Equity Compensation Plan, as amended, or under any successor to such plan (the “Stock Plan”). Any shares of Common Stock to be issued pursuant to a Performance Share Award shall be issued under and pursuant to the Stock Plan, and shall be subject to the terms and conditions of the Stock Plan and of any grant agreement issued thereunder.

(c) Award Term. Performance Share Awards will be measured over such period of time as shall be established by the Committee (the “Award Term”). Unless the Committee determines otherwise, the Award Term shall be a period of three consecutive fiscal years of the Company. Award Terms may be of varying and overlapping durations. Performance Share Awards shall be subject to forfeiture until the conclusion of the Award Term except as may otherwise be provided in Section 3(f) below.

(d) Section 162(m) Conditions. Performance Share Awards may be designated as “performance-based compensation” as that term is used in Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”).

(i) Performance Goals. The performance goal criteria (“Performance Goals”) that may be used by the Committee in granting Performance Share Awards shall include one or more of the following, as selected by the Committee:

• growth in earnings per share;

• growth in adjusted book value; and

• return on equity.

The Performance Goals may be measured with respect to the Company alone on an absolute basis, on a relative or comparative basis with such peer companies or index as the Committee may select, or in such combination thereof as may be determined by the Committee. Performance Goals may be based on the performance of the Company as a whole, or on the performance of a specified business unit or subsidiary. Performance Goals may be established on a cumulative basis, in the alternative, or in the form of a matrix combining various Performance Goals and weighting them in any manner that the Committee may determine.

(ii) Establishment of Performance Goals. Performance Share Awards designated as “performance-based compensation” for purposes of Section 162(m) of the Code shall be granted, and Performance Goals shall be established, by the Committee in writing not later than 90 days after the commencement of the period of service to which the Performance Goals relate, or by such other date as may be required under Section 162(m) of the Code, provided that the outcome is substantially uncertain at the time the Committee establishes the Performance Goals. Following the establishment of the Performance Goals, the Committee shall advise each Participant, through the issuance of a “Grant Letter” under the Stock Plan, as to the target award and specific Performance Goals applicable to his or her Performance Share Award, and the method or formula for determining the payouts correlating to a range of performance results over the Award Term.

(iii) Section162(m) Maximum Award Limit. With respect to a Performance Share Award that is designated as “performance-based compensation” for purposes of Section 162(m) of the Code, the maximum number of shares of Common Stock that may be issued under the award shall be set at the time the Committee grants the award and establishes Performance Goals under the award. Notwithstanding any other provision of this Plan, the maximum payout under any Performance Share Award may not exceed 250,000 shares of Common Stock as of the end of the Award Term, subject to adjustment as provided in Section 4 and under the Stock Plan.

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(iv) Certification by Committee. Before any payment in shares of Common Stock is made under a Performance Share Award to any Participant who is a person referred to in Section 162(m) of the Code, the Committee must certify in writing that the Performance Goals and any other material terms established with respect to such Performance Share Award have been achieved. To the extent necessary with respect to any fiscal year or Award Term, in order to avoid any undue windfall or hardship due to external causes, the Committee may make the determination as to whether a specific Performance Goal has been achieved without regard to the effect of any change in accounting standards, any acquisition or disposition by the Company not planned for at the time the Performance Goals were established or any other extraordinary, unusual or non-recurring event or item that would otherwise impact the Company’s reported financial performance. With respect to any Participant who is a person referred to in Section 162(m) of the Code, the Committee shall have the discretion to decrease an award payout under a Performance Share Award for circumstances that the Committee deems warranted, but may not under any circumstances increase such amount.

(e) Settlement of Awards. Upon the conclusion of the Award Term of a Performance Share Award, the Company’s determination of the amount of the payout, if any, to which the Participant is entitled, and the certification by the Committee, if applicable, as provided in Section 3(d)(iv) above, the Participant shall receive payout of the Performance Share Award in shares of Common Stock issued under and pursuant to Section 9 of the Stock Plan. Cash shall be delivered in lieu of any fractional share.

(f) Termination of Employment, Change of Control and Other Circumstances. Notwithstanding anything to the contrary in the Stock Plan:

(i) Death or Disability. If a Participant’s employment with the Company terminates as a result of such Participant’s death or disability, any outstanding Performance Share Awards shall remain in force, and such Participant (or his or her estate, representatives, heirs or beneficiaries, as applicable, in the case of death) shall be entitled to any payout that thereafter becomes due under such outstanding Performance Share Awards, at the same time, and to the same extent, as though such Participant had remained employed by the Company through the conclusion of the Award Term. For purposes of the Plan, “disability” shall mean a physical or mental impairment of sufficient severity that the Participant is both eligible for and in receipt of benefits under the applicable long-term disability program maintained by the Company.

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(ii) Retirement. If a Plan Participant’s employment with the Company terminates by reason of such Participant’s retirement prior to the end of an Award Term, but after the conclusion of not less than 33% of the Award Term, of any outstanding Performance Share Award, then such Performance Share Award shall remain in force, and such Participant shall be entitled to any payout that thereafter becomes due under such Performance Share Award, at the same time, and to the same extent, as though such Participant had remained employed by the Company throughout the Award Term. For purposes of the Plan, “retirement” shall mean Participant’s retirement as defined under the applicable pension plan maintained by the Company.

(iii) Other Termination. In the event that a Participant’s employment with the Company terminates other than by reason of death, disability or retirement as provided in Sections 3(f)(i) and (ii) above, then all outstanding Performance Share Awards in such Participant’s name as to which the Award Term has not yet expired shall be deemed forfeited, shall automatically be canceled and shall have no further force or effect.

(iv) Change of Control. Notwithstanding the provisions of Sections 3(c) and (d), in the event of a “Change of Control” of the Company as defined in Section 11 of the Stock Plan, or any successor definition, prior to the end of an Award Term, but after the conclusion of not less than 33% of the Award Term, of any outstanding Performance Share Award, then the Performance Goals applicable to such Performance Share Award shall be deemed to have been satisfied as of the date of such Change in Control at 100% of the target level, and such Participant shall be entitled to the corresponding payment under such Performance Share Award as of such date.

(g) Dividends and Voting. A Participant shall have no rights as a stockholder with respect to Performance Share Awards, including with respect to dividends and voting, unless and until shares of Common Stock are issued in settlement of the award.

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(h) Non-transferability. Neither Performance Share Awards, nor any interest therein, nor any shares of Common Stock to be issued thereunder, may be anticipated, alienated, encumbered, sold, pledged, assigned, transferred or subjected to any charge or legal process, other than by will or the laws of descent and distribution, so long as the shares of Common Stock have not been distributed in accordance with the Plan and the Stock Plan, and any such sale, pledge, assignment or other attempted transfer shall be null and void. A Participant may receive payment under a Performance Share Award only while an employee of the Company and only if continuously employed from the date the award was granted, except as may otherwise be provided in Section 3(f) above.

4. Adjustment of Shares Subject to Awards. In the event of a corporate transaction involving the Company, the Common Stock or the Company’s corporate or capital structure, including but not limited to any recapitalization, reorganization, merger, consolidation, stock dividend, stock split, combination or exchange of shares, or any other change in capital structure made without receipt of consideration, the benefits or potential benefits of the Performance Share Awards shall be preserved by appropriate adjustment of such awards by the Committee pursuant to Section 3(b) of the Stock Plan, or any successor provision.

5. Administration. The Plan shall be administered by the Committee. The Committee shall have the authority to administer the Plan; establish policies under the Plan; amend the Plan, subject to the provisions of Section 8; interpret provisions of the Plan; select Participants; establish Performance Goals; make Performance Share Awards; or terminate the Plan, in its sole discretion. The Committee may delegate administrative duties and all decisions not required to be exercised by it under Section 162(m) of the Code or Section 16 of the Exchange Act, as it solely determines, including to Company officers. All decisions of the Committee shall be final and binding upon all parties including the Company, its stockholders and Participants.

6. Tax Withholding. The Company shall have the right to deduct from any settlement made under the Plan or to require the Participant to pay the amount of any federal, state or local taxes of any kind required by law to be withheld with respect to the grant, vesting, payment or settlement of an award under this Plan, or to take such other action as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such taxes. If Common Stock is withheld or surrendered to satisfy tax withholding, such stock shall be valued at its fair market value as of the date it is withheld or surrendered. The Company may also deduct from any award settlement any other amounts due the Company by the Participant.

7. Governing Law. The Plan, agreements entered into under the Plan and Performance Share Awards shall be construed, administered and governed in all respects under and by the applicable laws of the State of Delaware, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation to the substantive law of another jurisdiction.

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8. Plan Amendment and Termination. The Committee may, in its sole discretion, amend, suspend or terminate the Plan at any time, with or without advance notice to Participants, provided that no amendment to the Plan shall be effective that would increase the maximum award that may be granted under Section 3(d)(iii) to a Participant who is a person referred to in Section 162(m) of the Code; that would change the Performance Goal criteria applicable to a Participant who is a person referred to in Section 162(m) of the Code for payment of awards as set forth in Section 3(d)(i); or that would modify the requirements as to eligibility for participation under Section 2, unless the stockholders of the Company shall have approved such change in accordance with the requirements of Section 162(m) of the Code. No amendment, modification or termination of the Plan may adversely affect in a material manner any right of any Participant with respect to any Performance Share Award theretofore granted without such participant’s written consent.

9. General Provisions.

(a) Certain Definitions. As used in this Plan, the term “Company” refers to Radian Group Inc. and its consolidated subsidiaries as a whole.

(b) No Right to Awards or Continued Employment. Neither the establishment of the Plan nor the provision for or payment of any amounts hereunder nor any action of the Company, the Board of Directors of the Company or the Committee in respect of the Plan shall be held or construed to confer upon any person any legal right to receive, or any interest in, an award or any other benefit under the Plan, or any legal right to continued employment with the Company.

(c) No Funding of Plan. The Company shall not be required to fund or otherwise segregate any Common Stock or any other assets which may at any time be delivered to Participants under the Plan. The Plan shall constitute an “unfunded” plan of the Company. The Company shall not, by any provisions of the Plan, be deemed to be a trustee of any property, and any rights of any Participant or former Participant shall be no greater than those of a general unsecured creditor or shareholder of the Company, as the case may be.

(d) Non-Exclusivity. The Plan does not limit the authority of the Company, the Board of Directors of the Company or the Committee to grant awards or authorize any other compensation to any person under any other plan or program, including, without limitation, the issuance of stock options or any other awards under the Stock Plan.

(e) Severability. If any provision of the Plan is held unenforceable, the remainder of the Plan shall continue in full force and effect and shall be applied as though the unenforceable provision were not contained in the Plan.

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10. Effective Date of the Plan and Amendments; Term. The Plan first became effective upon its adoption by the Board of Directors of the Company on February 8, 2005, for Award Terms commencing on January 1, 2005. This amendment and restatement of the Plan became effective upon its adoption by the Board of Directors of the Company effective March 30, 2005, and applies to all awards made under the Plan before and after such date. Any further amendment to the Plan shall be effective on the date established by the Committee, subject to stockholder approval, if required under the provisions of Section 8. The Plan shall expire on December 31, 2009, unless sooner terminated or extended pursuant to the provisions hereof; provided, however, that such expiration shall not affect the administration of any Performance Share Awards then outstanding.

* * *

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EX-10.3

EXHIBIT 10.3

RADIAN GROUP INC.

FORM OF PERFORMANCE SHARE AWARD AGREEMENT

This Agreement is entered into as of [                    , 20    ,] by and between [                    ] (“Executive” or “you”) and Radian Group Inc., a Delaware corporation (“Radian” or “we”), to set forth the terms and conditions of a Performance Share Award granted to you by the Compensation and Human Resources Committee of Radian’s Board of Directors (the “Committee”) pursuant to the Radian Group Inc. Performance Share Plan (the “Plan”). Capitalized terms used herein and not defined shall have the meanings given to them under the Plan.

1. Performance Share Award. Radian hereby grants to you a Performance Share Award under the Plan, for a performance period to be measured over the following three (3) Radian fiscal years: 2005, 2006 and 2007 (the “Award Term”), subject to the terms and conditions of this Agreement and of the Plan and to your consent to those terms and conditions. This Agreement shall also constitute a grant of a Performance Share Award under and pursuant to the Radian Group Inc. Equity Compensation Plan, and shall be subject to the terms thereof.

a. Nature of Award. A Performance Share Award is a right to receive shares of Radian Common Stock, par value $0.001 per share (the “Common Stock,” or a “Payout”), contingent on the achievement of the Performance Goals specified herein.

b. Performance Goals and Target Levels. Exhibit A which is attached hereto and forms a part hereof sets forth, among other information determined by the Committee:

(i) your applicable Target Performance Share Award (your “Target Payout”);

(ii) a series of matrices for determining, with respect to each of three (3) specified performance criteria, your potential Payout as a percentage of your Target Payout, under specified combinations of absolute and relative financial performance by Radian (the “Performance Goals”); and

(iii) the method of calculating your actual Payout, if any, based on the relative weights assigned the Performance Goals by the Committee.

c. Form of Payout. Your Payout, if any, will be in the form of shares of Common Stock.

d. Stockholder Approval. This Performance Share Award is subject to and contingent upon approval by Radian’s stockholders of the Plan or the material terms thereof at Radian’s 2005 Annual Meeting of Stockholders.

2. Important Considerations Regarding Potential Payout. If the Performance Goals are achieved at 100% of target levels, you will receive your Target Payout. If the Performance Goals are achieved at levels above or below the target levels, the Payout you will receive will be increased or reduced, including to zero, in accordance with Exhibit A and as provided in the Plan. You may not receive a greater number of shares of Common Stock than the Maximum Potential Payout set forth on Exhibit A.

The Target Payout referred to in this Agreement is used solely as a component of a formula to calculate the actual Payout, if any, in accordance with this Agreement, and does not create any separate right or entitlement. THE ACTUAL PAYOUT, IF ANY, WILL BE CALCULATED FOLLOWING THE FISCAL YEAR ENDING DECEMBER 31, 2007, BASED ON THE METRICS AND METHODOLOGIES DESCRIBED IN EXHIBIT A, AND BASED ON ANY ADJUSTMENTS PERMITTED UNDER THE PLAN OR THIS AGREEMENT.

This Agreement represents Radian’s unfunded and unsecured promise to issue Common Stock at a future date, subject to the terms of this Agreement and the Plan. Executive has no rights under this Agreement other than the rights of a general unsecured creditor.

The metrics and methodologies set forth in Exhibit A measure Radian’s performance on an absolute basis and relative to its peers. Such performance will be measured using the methods and procedures that Radian uses for its business purposes, and these methods and procedures may change without notice or consent.

If there is a significant change in accounting rules or in Radian’s business or business strategy (for example, an extraordinary event, acquisition or divestiture), as the Committee determines in its sole discretion, the Committee may adjust the calculation of the Performance Goals in such manner as they consider appropriate in light of the change.

The final determination of the Payout to which the Executive is entitled will be made by the Committee in its sole discretion. Compensation attributable to this Agreement is intended to constitute qualified “performance-based compensation” under Section 162(m) of the Code and the regulations thereunder. This Agreement shall be construed and administered by the Committee in a manner consistent with this intent.

3. Termination and Change of Control.

a. Termination of Relationship with Company. If your employment with Radian terminates during the Award Term then, depending upon the reason for such termination, this Performance Share Award may continue in force or may terminate, as provided in the applicable subsection of Section 3(f) of the Plan.

b. Change of Control. Upon a Change of Control of Radian, this Performance Share Award shall be treated in accordance with Section 3(f)(iv) of the Plan.

4. Dividends and Voting. You will have no rights as a stockholder with respect to Performance Share Awards, including with respect to dividends and voting, unless and until shares of Common Stock are issued in settlement of this award. No adjustments will be made for dividends or other rights for which the record date is prior to issuance of the Common Stock.

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5. Non-transferability. Neither the Performance Share Award nor any interest in the award or this Agreement may be anticipated, alienated, encumbered, sold, pledged, assigned, transferred or subjected to any charge or legal process, other than by will or the laws of descent and distribution, so long as shares of Common Stock have not been distributed in accordance with the Plan, and any such sale, pledge, assignment or other attempted transfer shall be null and void.

6. Successors and Heirs. This Agreement shall be binding upon and inure to the benefit of Radian and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of Radian’s assets and business. In the event of your death, any Payout to which you may become entitled will be delivered to your estate, personal representative, heirs or beneficiaries in accordance with the terms of the Plan.

7. Governing Law. This Performance Share Award Agreement and the Plan will be construed, administered and governed in all respects under and by the applicable laws of the State of Delaware.

8. Tax Withholding. Radian has the right to deduct from any award payment made under this Agreement or to require you to pay the amount of any federal, state or local taxes of any kind required by law to be withheld with respect to the grant, vesting, payment or settlement of an award under this Agreement, or to take such other action as may be necessary in our opinion to satisfy all obligations for the payment of such taxes. If Common Stock is withheld or surrendered to satisfy tax withholding, such stock will be valued at fair market value as of the date such Common Stock is withheld or surrendered. Radian may also deduct from any award payment any other amounts due by you to Radian.

9. Miscellaneous. Notwithstanding anything in this Agreement to the contrary, the terms of this Agreement shall be subject to the terms of the Plan. In accordance with the Plan, all decisions of the Committee shall be final and binding upon you and Radian.

[Signatures appear on following page.]

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IN WITNESS WHEREOF, this Performance Share Award Agreement has been executed and delivered by Radian on the terms and conditions set forth above.

RADIAN GROUP INC.

By:

Name:

Title:

Acknowledgement by Executive

I hereby agree to the terms and conditions of this Performance Share Award Agreement as a condition to the grant made to me.

Signature of Executive

Name:

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Exhibit A

TARGET LEVELS AND PERFORMANCE GOALS

Name of Executive : [                                                                                              ]

Award Term: Fiscal Years 2005, 2006 and 2007

Target Performance Share Award (in Shares): [                     shares]

Maximum Potential Payout (in Shares): [                     shares]

Performance Matrices:

1. Growth in Earnings per Share/Payout as a Percentage of Target

[Cumulative/Annual]   Growth Rate Target	Relative Performance (Rank among Peers)
	9th/10th	7th/8th	5th/6th	3rd/4th	1st/2nd
%
%
%
%
%

2. Growth in Adjusted Book Value/Payout as a Percentage of Target

[Cumulative/Annual]   Growth Rate Target	Relative Performance (Rank among Peers)
	9th/10th	7th/8th	5th/6th	3rd/4th	1st/2nd
%
%
%
%
%

3. Return on Equity/Payout As a Percentage of Target

[Cumulative/Annual]     R.O.E. Target	Relative Performance (Rank among Peers)
	9th/10th	7th/8th	5th/6th	3rd/4th	1st/2nd
%
%
%
%
%

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Calculation of Payout:

Performance Criteria	Payout As a Percentage of Target		Relative Weight			Weighted Payout As a Percentage of Target
Growth in Earnings per Share . . .	Percentage from Table 1	x	33	%	=	A	%
Growth in Adjusted Book Value . . .	Percentage from Table 2	x	33	%	=	B	%
Return on Equity . . .	Percentage from Table 3	x	33	%	=	C	%

Add: A% + B% + C% = D%

Multiply: Target No. of Shares x D% = No. of Shares for Payout

Peer Group Companies (for Purposes of Relative Performance):

Ambac Financial	Old Republic International
Assured Guaranty	PMI Group
Genworth Financial	Triad Guaranty
MBIA	XL Capital
MGIC Investment

6

EX-10.4

EXHIBIT 10.4

CERTAIN COMPENSATION ARRANGEMENTS WITH

DIRECTORS AND NAMED EXECUTIVE OFFICERS FOR 2005

Directors

All of our non-employee directors receive an annual fee for their services of $32,500 and an annual grant of phantom stock, awarded under our Equity Compensation Plan, equal to $97,500 based on the closing price of our common stock on the date the annual grant is made. The phantom stock awards vest and are payable in shares of common stock upon departure from the board. Each non-employee director also receives a $2,000 fee for each board meeting attended and a $2,000 fee for each committee meeting attended. In addition to the foregoing, our Lead Director receives an annual fee of $30,000, the chairperson of the Audit and Risk Management Committee receives an annual fee of $10,000, the chairperson of the Compensation and Human Resources Committee receives an annual fee of $7,500, and the chairpersons of the Executive, Governance and Investment Committees each receive an annual fee of $5,000, for serving as chairperson. Herbert Wender, our Lead Director, also received 2,000 shares of phantom stock in 2005 as compensation for his efforts related to Radian’s CEO transition. Directors who are our employees do not receive additional compensation for their service as directors. Radian requires each director to maintain a minimum direct investment in Radian common stock equal to $350,000, on or before the later of January 1, 2007 or four years from the date that a director’s service on the board begins.

Named Executive Officers

Named Executive Officer	2004 Bonus			2005 Base Salary			2005 Target Bonus (1)			Target Performance Shares under Performance Share Plan (2)	Stock Options Awarded (3)
Frank P. Filipps	$	2,700,000	(4)		(5	)		(5	)	N/A	N/A
Martin Kamarck	$	500,000		$	455,000		$	682,500		8,800	20,800
Roy J. Kasmar	$	615,000		$	455,000		$	682,500		8,800	20,800
C. Robert Quint	$	455,000		$	335,000		$	418,750		5,400	12,700
Howard S. Yaruss	$	355,000		$	278,000		$	347,500		4,000	9,500

(1) Subject to adjustment prior to payment after the conclusion of 2005.

(2) For the performance period that began January 1, 2005 and ends December 31, 2007. The performance shares are denominated in shares of Radian common stock and are payable in stock at between 0% and 200% of the target amount depending upon a combination of Radian’s growth of earnings per share, growth of adjusted book value and return on equity over the performance period, both on an absolute basis and as compared to a peer group.

(3) Vest ratably over a four year period beginning one year after the grant date and expire seven years after the grant date. The exercise price of the options is $48.39, the closing price of Radian’s common stock on the February 8, 2005 grant date.

(4) Consists of $1,350,000 in cash and $1,350,000 in phantom stock that is payable one year after the February 8, 2005 grant date.

(5) Pursuant to his retirement agreement, Mr. Filipps is entitled to base salary payments of $60,417 per month through his retirement date, which is expected to occur on or before June 30, 2005. He also is entitled to a cash bonus for 2005 at an annual rate of $1,450,000 prorated for the length of service in 2005 before the retirement date and payable when 2005 bonuses are otherwise paid to executives generally. The retirement agreement also provides for additional payments following retirement as described in Radian’s Current Report on Form 8-K dated November 22, 2004 and filed on November 24, 2004.