8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): December 12, 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))

Item 1.01.  Entry into a Material Definitive Agreement.

Change of Control Agreements

On December 12, 2005, upon the recommendation of the Compensation and Human Resources Committee of Radian’s Board of Directors, Radian entered into a new change of control agreement with three of its executive officers — Stephen Cooke, President of Radian Asset Assurance Inc., Radian’s principal financial guaranty subsidiary, Suzanne Hammett, Executive Vice President, Chief Risk Officer of Radian and Robert E. Croner, Senior Vice President, Human Resources of Radian.

The new change of control agreement supersedes each existing change of control agreement between Radian and each of the three executive officers. The new change of control agreement effectively amends the terms of the superseded agreements, among other things, to:

• modify the definition of “change of control” to include any merger, consolidation, or share exchange consummated by Radian that results in a new group of stockholders holding a majority of the voting shares;

• increase the period during which a qualifying termination may occur to six months before and three years after a change of control;

• provide for full vesting upon a change of control of all phantom equity rights previously granted to the executive;

• increase the amount to which the executive is entitled upon a qualifying termination to two times the amount of (a) the executive’s then current annual base compensation, plus (b) the bonus received by the executive for the most recently ended fiscal year (annualized where applicable);

• require the executive to provide, on a limited basis, consulting services to Radian for a period of one year following notice of a qualifying termination, unless the consulting services would materially impair the executive’s ability to perform in any subsequent full-time employment; and

• prohibit the executive, while employed by Radian and for a period of one year following notice of a qualifying termination, from directly or indirectly soliciting any employee of Radian to leave such employment.

A form of the new change of control agreement is filed as Exhibit 10.1 to this report and is incorporated into this Item 1.01 “Entry into a Material Definitive Agreement—Change of Control Agreements” as if fully set forth herein.

Deferred Compensation Plans

On December 12, 2005, upon the recommendation of the Compensation and Human Resources Committee of Radian’s Board of Directors, Radian amended and restated both its Voluntary Deferred Compensation Plan for Officers and its Voluntary Deferred Compensation Plan for Directors. The amendments are intended to comply with Section 409A of the Internal

Revenue Code of 1986, as amended, which was enacted as part of the American Jobs Creation Act of 2004 and established certain requirements for deferred compensation arrangements.

The amendments provide for different treatment under the plans of amounts deferred in 2004 or earlier and those amounts deferred after 2004. For amounts deferred in 2004 or earlier, participants may elect to roll over or re-defer such amounts for an additional period of not less than two years by making a binding election before the year in which such amounts are payable. For amounts deferred after 2004, the minimum roll over period is five years and the binding election to defer must be made at least one year before the year in which the benefit is payable. In addition, pursuant to the amendments, participants may at any time elect to receive all or any part of amounts deferred after 2004, plus earnings, if the funds are needed in connection with an “unforeseeable emergency” as determined by the Compensation and Human Resources Committee of Radian’s Board of Directors or, in the case of an officer, upon termination by the officer of his or her employment with Radian. Amounts deferred in 2004 or earlier also may be withdrawn at any time, but only in an amount equal to the entire amount of such deferral, plus earnings, and less a 10% early withdrawal penalty.

The Amended and Restated Voluntary Deferred Compensation Plans are filed as Exhibits 10.2 and 10.3 to this report and are incorporated into this Item 1.01 “Entry into a Material Definitive Agreement—Deferred Compensation Plans” as if fully set forth herein.

First Amendment to Credit Agreement

On December 15, 2005, Radian entered into a first amendment (the “First Amendment”) to its $400 million unsecured revolving credit facility (the “Credit Agreement”) dated December 16, 2004, by and among Radian Group Inc., Keybank National Association, as Administrative Agent, Lead Arranger, Sole Book Runner, Letter of Credit Issuer, and Swingline Lender, Bank of America, N.A. and JPMorgan Chase Bank, as Co-Syndication Agents, Barclays Bank PLC as Documentation Agent and the banks and other financial institutions serving as lenders under the Credit Agreement (collectively, the “Lenders”).

The Credit Agreement is comprised of a $300 million five-year facility that expires December 16, 2009 and a $100 million 364-day facility that, before giving effect to the First Amendment, was to expire on December 15, 2005. The First Amendment, by and among Radian, Keybank National Association, as Administrative Agent, and the Lenders, amends the Credit Agreement to extend the expiration date of the 364-day facility from December 15, 2005 to December 14, 2006. All other terms and conditions of the Credit Agreement remain unchanged and in full force and effect. A copy of the First Amendment is filed as Exhibit 10.4 to this report and is incorporated into this Item 1.01 “Entry into a Material Definitive Agreement—First Amendment to Credit Agreement” as if fully set forth herein.

Certain of the Lenders and other parties to the First Amendment, and their affiliates, have in the past provided, and may in the future provide investment banking, underwriting, lending, commercial banking and other advisory services to Radian and its subsidiaries. Such Lenders and other parties have received, and may in the future receive, customary compensation from Radian and its subsidiaries for such services.

Item 1.02.  Termination of a Material Definitive Agreement.

The disclosure provided in Item 1.01 “Entry into a Material Definitive Agreement—Change of Control Agreements” above is incorporated by reference into this Item 1.02 as if fully set forth herein.

The change of control agreements between each of the three executive officers and Radian, dated November 9, 2004 (Mr. Croner), July 11, 2005 (Ms. Hammett) and July 19, 2005 (Mr. Cooke) were terminated on December 12, 2005, effective upon execution of the new change of control agreements as discussed in Item 1.01. “Entry into a Material Definitive Agreement—Change of Control Agreements” above. Radian did not incur any termination penalties in connection with termination of the change of control agreements. A form of the terminated change of control agreement between Radian and Mr. Croner (striking the words “2.0 times” from Section 3(b)), Ms. Hammett (replacing the words “2.0 times” with “1.5 times” in Section 3(b)) and Mr. Cooke (striking the words “2.0 times” from Section 3(b)) is filed as Exhibit 10.3 to Radian’s Form 10-K for the year ended December 31, 2001 and is incorporated into this Item 1.02 as if fully set forth herein.

Item 2.03.  Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure provided in Item 1.01 “Entry into a Material Definitive Agreement—First Amendment to Credit Agreement” is incorporated by reference into this Item 2.03 as if fully set forth herein.

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits.

+*10.1	Form of Change of Control Agreement, dated December 12, 2005, between Radian Group Inc. and each of Stephen Cooke, Suzanne Hammett and Robert E. Croner.
+*10.2	Radian Group Inc. Amended and Restated Voluntary Deferred Compensation Plan for Officers.
+*10.3	Radian Group Inc. Amended and Restated Voluntary Deferred Compensation Plan for Directors.
*10.4	First Amendment to Credit Agreement, dated December 15, 2005, by and among Radian Group Inc., Keybank National Association, as Administrative Agent, and the banks and other financial institutions serving as lenders under the Credit Agreement.

+ Management contract.

* 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: December 16, 2005	By:	/S/    EDWARD J. HOFFMAN
		Edward J. Hoffman
		Vice President, Securities Counsel

EXHIBIT INDEX

Exhibit No.	Description
+*10.1	Form of Change of Control Agreement, dated December 12, 2005, between Radian Group Inc. and each of Stephen Cooke, Suzanne Hammett and Robert E. Croner.
+*10.2	Radian Group Inc. Amended and Restated Voluntary Deferred Compensation Plan for Officers.
+*10.3	Radian Group Inc. Amended and Restated Voluntary Deferred Compensation Plan for Directors.
*10.4	First Amendment to Credit Agreement, dated December 15, 2005, by and among Radian Group Inc., Keybank National Association, as Administrative Agent, and the banks and other financial institutions serving as lenders under the Credit Agreement.

+ Management contract.

* Filed herewith.

EX-10.1

Exhibit 10.1

AGREEMENT

THIS AGREEMENT made and entered into this 12th day of December, 2005 by and between Radian Group Inc., a corporation organized and existing under the laws of the state of Delaware (hereinafter referred to as the “Company”) and                              (hereinafter referred to as the “Executive”).

WHEREAS, the Executive is presently employed as its                             ; and

WHEREAS, the board of directors of the Company (the “Board”) recognizes that, as is the case with many publicly-held corporations, the possibility of a Change of Control (as that term is defined in Section 1 hereof) of the Company exists and that such possibility, and the uncertainty and questions it may raise among management, may result in the departure or distraction of key management personnel to the detriment of the Company; and

WHEREAS, the Board has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of key members of the Company’s management to their assigned duties without distraction in the face of potentially disturbing circumstances arising from the possibility of a change in control of the Company.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, the parties hereto agree as follows:

1. Definitions. When used in this Agreement, the following terms shall have the specific meanings shown in this Section unless the context of any provision of this Agreement clearly requires otherwise:

(a) “Affiliate” and “Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

(b) “Beneficial Owner” of any securities shall mean:

(i) a Person or any of such Person’s Affiliates or Associates that, directly or indirectly, has the right to acquire such securities (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding (whether or not in writing) or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise; provided, however, that a Person shall not be deemed the “Beneficial Owner” of securities tendered pursuant to a tender or exchange offer made by such Person or any of such Person’s Affiliates or Associates until such tendered securities are accepted for payment, purchase or exchange; or

(ii) a Person or any of such Person’s Affiliates or Associates that, directly or indirectly, has the right to vote or dispose of or has “beneficial ownership” of such securities (as determined pursuant to Rule 13d-3 of the General Rules and Regulations under the Exchange Act), including, without limitation, pursuant to any agreement, arrangement or understanding (whether or not in writing); provided, however, that a Person shall not be deemed the “Beneficial Owner” of any security under this subsection (ii) as a result of an oral or written agreement, arrangement or understanding to vote such security if such agreement, arrangement or understanding (A) arises solely from a revocable proxy given in response to a public proxy or consent solicitation made pursuant to, and in accordance with, the applicable provisions of the General Rules and Regulations under the Exchange Act, and (B) is not then reportable by such Person on Schedule 13D or 13G under the Exchange Act (or any comparable successor report).

(iii) where voting securities are beneficially owned, directly or indirectly, by any other Person (or any Affiliate or Associate thereof) with which such Person (or any of such Person’s Affiliates or Associates) has any agreement, arrangement or understanding (whether or not in writing) for the purpose of acquiring, holding, voting (except pursuant to a revocable proxy described in the proviso to subsection (ii) above) or disposing of any voting securities of the Company;

provided, however, that nothing in this subsection (b) shall cause a Person engaged in business as an underwriter of securities to be the “Beneficial Owner” of any securities acquired through such Person’s participation in good faith in a firm commitment underwriting until expiration of forty (40) days after the date of such acquisition.

(c) “Change of Control” shall be deemed to have taken place if (i) any Person (except for the Executive or the Executive’s family, the Company, any employee benefit plan of the Company or of any Affiliate, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such employee benefit plan), together with all Affiliates and Associates of such Person, shall become the Beneficial Owner in the aggregate of twenty percent (20%) or more of the shares of the Company then outstanding and entitled to vote generally in the election of directors, (ii) any Person (except for the Executive or the Executive’s family), together with all Affiliates and Associates of such Person, purchases all or substantially all of the assets of the Company, (iii) during any twenty-four (24) month period, individuals who at the beginning of such period constituted the Board cease for any reason to constitute a majority thereof, unless the election, or the nomination for election by the Company’s stockholders, of at least seventy-five percent (75%) of the directors who were not directors at the beginning of such period was approved by a vote of at least seventy-five percent (75%) of the directors in office at the time of such election or nomination who were directors at the beginning of such period, or (iv) the Company consummates a merger, consolidation or share exchange (the “Corporate Event”), as a result of which the

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stockholders of the Company immediately prior to such Corporate Event shall not hold, directly or indirectly, immediately following such Corporate Event a majority of the combined voting power of the voting securities entitled to vote generally in the election of directors of the surviving or resulting corporation, in case of a merger or consolidation, or of the acquiring corporation, in case of the share exchange.

(d) “Person” shall mean any individual, firm, corporation, partnership or other entity.

(e) “Subsidiary” shall have the meaning ascribed to such term in Rule 12b-2 of the General Rules and Regulations under the Exchange Act.

(f) “Termination Date” shall mean the date of receipt of the Notice of Termination described in Section 2 hereof or any later date specified therein, as the case may be.

(g) “Termination of Employment” shall mean the termination of the Executive’s actual employment relationship with the Company.

(h) “Qualifying Termination” shall mean the Termination of Employment within six (6) months prior to or within three (3) years after a Change of Control either:

(i) initiated by the Company for any reason other than (A) the Executive’s continuous illness, injury or incapacity for a period of twelve (12) consecutive months or (B) for “cause”, which shall mean 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 the Company and its Subsidiaries taken as a whole or, where the Executive’s professional efforts are principally on behalf of a single Subsidiary of the Company, a material adverse effect on the business, operations, assets, properties or financial condition of such Subsidiary; or

(ii) initiated by the Executive upon or within six (6) months of one or more of the following:

(A) any failure of the Company to comply with and satisfy any of the conditions of this Agreement;

(B) any change resulting in a significant reduction by the Company of the authority, duties or responsibilities of the Executive;

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(C) any removal by the Company of the Executive from the employment grade, compensation level or officer positions which the Executive holds as of the effective date hereof, except in connection with promotions to a higher office;

(D) the requirement that the Executive undertake business travel (or commuting in excess of fifty (50) miles each way) to an extent substantially greater than is reasonable and customary for the position the Executive holds; or

(E) any failure of the Company to obtain an agreement from any successor of the Company to perform this Agreement in accordance with Section 15 hereof.

2. Notice of Termination. Any Qualifying Termination shall be communicated by the Notice of Termination to the other party hereto given in accordance with Section 16 hereof. For purposes of this Agreement, a “Notice of Termination” means a written notice which (a) indicates the specific termination provision in this Agreement relied upon, (b) briefly summarizes the facts and circumstances deemed to provide a basis for termination of the Executive’s employment under the provision so indicated, and (c) if the Termination Date is other than the date of receipt of such notice, specifies the Termination Date (which date shall not be more than fifteen days after the giving of such notice).

3. Benefits Upon Change of Control and Qualifying Termination.

(a) In the event of a Change of Control, (i) all stock options (“Options”) previously granted to the Executive, including, without limitation, under any Company stock option or equity compensation plan, which have not yet fully vested shall become fully vested, and (ii) all phantom equity rights and restricted stock (“Grants”) previously granted to the Executive, including, without limitation, under any Company equity compensation plan, which have not yet fully vested or become freely transferable shall become fully vested and freely transferable.

(b) In the event of a Qualifying Termination, the Company shall pay to the Executive, within fifteen days following the Termination Date, an amount in cash equal to two (2) times (i) the Executive’s then current annual base compensation plus (ii) the bonus received by the Executive for the most recently ended fiscal year (annualized where applicable).

(c) In the event of a Qualifying Termination, in the Company’s sole discretion, the Company shall (i) permit the Executive to participate in the Company’s life, disability, accident and health insurance plans (or substantially similar plans) for a period not to exceed thirty-six (36) months following the Termination Date, provided that the Executive shall be responsible for the payment of any premium or other amount, including deductibles, payable generally by plan participants (the “Participants’ Portion”)

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or (ii) make an additional cash payment to the Executive equal to the amount by which the then current aggregate cost to the Company of providing such benefits for such period of time exceeds the then current aggregate Participants’ Portion for such period of time.

4. Other Payments. The payments due under Section 3 hereof shall be in addition to and not in lieu of any payments or benefits due to the Executive under any other plan, policy or program of the Company except that no payments shall be due to the Executive under the Company’s then current severance pay plan for employees, if any.

5. Establishment of Trust. The Company has or will establish an irrevocable trust fund (hereinafter referred to as the “Trust Fund”) pursuant to a trust agreement to hold assets contributed to satisfy its obligations under this Agreement. Funding of such trust fund shall be subject to the Company’s discretion, as set forth in the trust agreement establishing the Trust Fund. Notwithstanding the foregoing:

(a) Upon a Change of Control of the Company, the Chief Financial Officer of the Company, or the authorized representative of the Chief Financial Officer (hereinafter referred to collectively as the “Treasurer”), shall immediately remit to the Trustee of the Trust Fund as a contribution to the applicable trust established as part of the Trust Fund for the benefit of the Executive the amount due under this Agreement and not yet contributed to the Trustee as well as an amount estimated to be sufficient to pay all fees and expenses that may thereafter become due. The Trustee shall be under no duty to determine the sufficiency, or to enforce the making, of such contributions.

(b) In the event that the Board determines that a Change of Control of the Company is imminent, the Treasurer shall make the payments to the Trustee specified in Section 3 hereof. If such Change of Control of the Company shall not have occurred within ninety (90) days following the contribution made pursuant to this Section 5 and the Board adopts a resolution to the effect that, for purposes of this Agreement, such Change of Control of the Company is not imminent, any amounts added to the Trust Fund pursuant to this Section, together with any earnings thereon, shall be paid by the Trustee to the Company.

6. Enforcement.

(a) In the event that the Company shall fail or refuse to make payment of any amounts due the Executive under Sections 3 and 4 hereof within the respective time periods provided therein, the Company shall pay to the Executive, in addition to the payment of any other sums provided in this Agreement, interest, compounded daily, on any amount remaining unpaid from the date payment is required under Sections 3 and 4, as appropriate, until paid to the Executive, at the rate from time to time announced by PNC Bank, or its successor, as its “prime rate” plus 2%, each change in such rate to take effect on the effective date of the change in such prime rate.

(b) It is the intent of the parties that the Executive shall not be required to incur any expenses associated with the enforcement of any rights of the Executive under

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this Agreement by arbitration, litigation or other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive hereunder. Accordingly, the Company shall pay the Executive on demand the amount necessary to reimburse the Executive in full for all expenses (including attorney’s fees and legal expenses) incurred by the Executive in enforcing any of the obligations of the Company under this Agreement, but only for claims as to which the Executive prevails.

7. No Mitigation. The Executive shall not be required to mitigate the amount of any payment or benefit provided for in this Agreement by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for herein be reduced by any compensation earned by other employment or otherwise.

8. Non-Exclusivity of Rights. Nothing in this Agreement shall prevent or limit the Executive’s continuing or future participation in or rights under any benefit, bonus, incentive or other plan or program provided by the Company or any of its Subsidiaries or Affiliates and for which the Executive may qualify; provided, however, that with respect to a Qualifying Termination, the Executive hereby waives the Executive’s right to receive any payments under any severance pay plan or similar program applicable to other employees of the Company, and agrees to accept the payment provided in Section 3 hereof in lieu of any other severance pay plan or similar program.

9. No Set-Off. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense or other right which the Company may have against the Executive or others.

10. Consulting Services. In the event of a Qualifying Termination, the Executive shall make himself available to perform consulting services (the “Consulting Services”) with respect to the business conducted by the Company and its Subsidiaries for a period of twelve (12) months following the Termination Date. The Consulting Services shall be related to such matters as the Chief Executive Officer of the Company or the Board may designate from time to time. The Executive shall not be obligated to devote more than twenty (20) hours per month to the Consulting Services and shall use the Executive’s best efforts and skills in the performance of the Consulting Services. The Company shall reimburse the Executive for the Executive’s travel and other reasonable expenses incurred in connection with the performance of the Consulting Services. Notwithstanding the foregoing, the Executive shall not be required to perform the Consulting Services that materially impair the Executive’s ability to perform the Executive’s responsibilities in any subsequent full-time employment.

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11. Confidential Information and Non-Solicitation.

(a) For purposes of this Agreement, the Executive acknowledges and agrees that the terms “Confidential Information” and “Trade Secrets” shall mean information that the Company or any of its Subsidiaries owns or possesses, that it has developed at significant expense and effort, that it uses or is potentially useful in its business, that it treats as proprietary, private or confidential, and that is not generally known to the public. The Executive further acknowledges that the Executive’s relationship with the Company is one of confidence and trust such that the Executive has in the past been, and may in the future be, privy to Confidential Information and Trade Secrets of the Company or any of its Subsidiaries.

(b) The Executive covenants and agrees that during the term of the Executive’s employment by the Company and at all times thereafter the Executive shall keep all Confidential Information and Trade Secrets strictly confidential and that the Executive shall safeguard the Confidential Information and Trade Secrets from exposure to, or appropriation by unauthorized Persons, and that the Executive shall not, without the prior written consent of the Company, divulge, reveal, report, publish, transfer or use, for any purpose whatsoever, such Confidential Information and Trade Secrets.

(c) The Executive covenants and agrees that during the term of the Executive’s employment by the Company and for a period of one year following the Termination Date, the Executive shall not, directly or indirectly, for the benefit of any Person, solicit, aid in solicitation of, induce, encourage or in any way cause any employee of the Company or any of its Subsidiaries to leave the employ of the Company or such Subsidiary, as the case may be.

(d) The Executive acknowledges and agrees that the Company’s business is highly competitive, and that the restrictions contained in this Section 11 are reasonable and necessary to protect the Company’s legitimate business interests.

(e) The parties to this Agreement acknowledge and agree that any breach by the Executive of any of the covenants or agreements contained in this Section 11 will result in irreparable injury to the Company for which money damages could not adequately compensate the Company and therefore, in the event of any such breach, the Company shall be entitled (in addition to any other rights and remedies which it may have at law or in equity) to have an injunction issued by any competent court enjoining and restraining the Executive and any other Person involved therein from continuing such breach. The existence of any claim or cause of action which the Executive may have against the Company or any other Person (other than a claim for the Company’s breach of this Agreement for failure to make payments hereunder) shall not constitute a defense or bar to the enforcement of such covenants.

(f) If any portion of the covenants or agreements contained in this Section 11, or the application hereof, is construed to be invalid or unenforceable, the other portions of such covenant(s) or agreement(s) or the application thereof shall not be affected and shall

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be given full force and effect without regard to the invalid or unenforceable portions to the fullest extent possible. If any covenant or agreement in this Section 11 is held to be unenforceable because of the duration thereof or the scope thereof, then the court making such determination shall have the power to reduce the duration and limit the scope thereof, and the covenant or agreement shall then be enforceable in its reduced form.

12. Taxes. Any payment required under this Agreement shall be subject to all requirements of law with regard to the withholding of taxes, filing, making of reports and the like, and the Company shall use its best efforts to satisfy promptly all such requirements.

13. Adjustment for Taxes. In the event that either the Company’s independent public accountants or the Internal Revenue Service determine that any payment, coverage, benefit or benefit acceleration provided to the Executive, whether specifically provided for in this Agreement or otherwise, is subject to the excise tax imposed by Section 4999 (or any successor provision) (“Section 4999”) of the Internal Revenue Code of 1986, as amended (the “Code”), the Company, within thirty (30) days thereafter, shall pay to the Executive, in addition to any other payment, coverage or benefit due and owing hereunder, an amount determined by multiplying the rate of excise tax then imposed by Section 4999 by the amount of the “excess parachute payment” (as defined in Section 280G of the Code) received by the Executive (determined without regard to any payments made to the Executive pursuant to this paragraph) and dividing the product so obtained by the amount obtained by subtracting the aggregate local, estate and Federal income tax rate applicable to the receipt by the Executive of the “excess parachute payment” (taking into account the deductibility for Federal income tax purposes of the payment of state and local income taxes thereon) from the amount obtained by subtracting from 1.00 the rate of excise tax then imposed by Section 4999, it being the Company’s intention that the Executive’s net after tax position be identical to that which the Executive would have obtained had Sections 280G and 4999 not been a part of the Code, provided, however, that the Company may reduce by up to five percent (5%) in the aggregate the amount of payments and benefits provided under this Agreement, but solely to the extent that such reduction will eliminate such excise tax liability.

14. Term of Agreement. The term of this Agreement shall be for three (3) years from the date hereof and shall be automatically renewed for successive one-year periods unless the Company notifies the Executive in writing that this Agreement will not be renewed at least sixty (60) days prior to the end of the current term; provided, however, that (a) from and after a Change of Control during the term of this Agreement, this Agreement shall remain in effect until all of the obligations of the parties hereunder are satisfied or have expired, and (b) this Agreement shall terminate if, prior to the Change of Control, the employment of the Executive with the Company or any of its Subsidiaries, as the case may be, shall terminate for any reason, or if the Executive shall cease to be the Executive, provided, however, that this Agreement shall remain in effect until all obligations of the parties are satisfied or have expired if any such termination of this Agreement or of the Executive’s employment occurs within six (6) months prior to a Change of Control.

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15. Successor Company. The Company shall require any successor or successors (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to the Executive, to acknowledge expressly that this Agreement is binding upon and enforceable against the Company in accordance with the terms hereof, and to become jointly and severally obligated with the Company to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession or successions had taken place. Failure of the Company to obtain such agreement prior to the effectiveness of any such succession shall be a breach of this Agreement. As used in this Agreement, the Company shall mean the Company as hereinbefore defined and any successor or successors to its business or assets, jointly and severally.

16. Notice. All notices and other communications required or permitted hereunder or necessary or convenient herewith shall be in writing and shall be delivered personally or mailed by registered or certified mail, return receipt requested, or by overnight express courier service, as follows:

If to the Company, to:

Radian Group Inc.

1601 Market Street

Philadelphia, PA 19103

Attention: Corporate Secretary

If to the Executive, to:

_______________

Radian Group Inc.

1601 Market Street

Philadelphia, PA 19103

or to such other names or addresses as the Company or the Executive, as the case may be, shall designate by notice to the other party hereto in the manner specified in this Section 16; provided, however, that if no such notice is given by the Company following a Change of Control, notice at the last address of the Company or to any successor pursuant to Section 15 hereof shall be deemed sufficient for the purposes hereof. Any such notice shall be deemed delivered and effective when received in the case of personal delivery; five days after deposit, postage prepaid, with the U.S. Postal Service in the case of registered or certified mail; or on the next business day in the case of an overnight express courier service.

17. Governing Law. This Agreement shall be governed by and construed by and interpreted under the laws of the Commonwealth of Pennsylvania without giving effect to any conflict of laws provisions.

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18. Contents of Agreements, Amendment and Assignment.

(a) This Agreement supersedes all prior agreements and sets forth the entire understanding between the parties hereto with respect to the subject matter hereof and cannot be changed, modified, extended or terminated except upon written amendment executed by the Executive and approved by the Board and executed on the Company’s behalf by a duly authorized officer. The provisions of this Agreement may provide for payments to the Executive under certain compensation or bonus plans under circumstances where such plans would not provide for the payment thereof. It is the specific intention of the parties that the provisions of this Agreement shall supersede any provisions to the contrary in such plans, and such plans shall be deemed to have been amended to correspond with this Agreement without any further action by the Company or the Board.

(b) Nothing in this Agreement shall be construed as giving the Executive any right to be retained in the employ of the Company.

(c) All of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, representatives, successors and assigns of the parties hereto, except that the duties and responsibilities of the Executive hereunder shall not be assignable in whole or in part by the Executive or the Company, except to the extent provided in Section 15 hereof.

19. Severability. If any provision of this Agreement or application thereof to anyone or under any circumstances shall be determined to be invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions or applications of this Agreement which can be given effect without the invalid or unenforceable provision or application.

20. Remedies Cumulative; No Waiver. No right conferred upon the Executive by this Agreement is intended to be exclusive of any other right or remedy, and each and every such right or remedy shall be cumulative and shall be in addition to any other right or remedy given hereunder or now or hereafter existing at law or in equity. No delay or omission by the Executive in exercising any right, remedy or power hereunder or existing at law or in equity shall be construed as a waiver thereof, including, without limitation, any delay by the Executive in delivering the Notice of Termination pursuant to Section 2 hereof after an event has occurred which would, if the Executive had resigned, have constituted the Qualifying Termination pursuant to this Agreement.

21. Miscellaneous. All section headings are for convenience only. This Agreement may be executed in several counterparts, each of which is an original. It shall not be necessary in making proof of this Agreement or any counterpart hereof to produce or account for any of the other counterparts.

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22. Previous Agreements. By entering into this Agreement, the parties agree that any previous agreements or understandings regarding the Executive in connection with a change of control are hereby terminated.

IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have executed this Agreement as of the date first above written.

RADIAN GROUP INC.
By:
	Howard S. Yaruss, EVP and Secretary

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EX-10.2

Exhibit 10.2

RADIAN VOLUNTARY DEFERRED

COMPENSATION PLAN FOR OFFICERS

Amended and Restated December 12, 2005

ARTICLE I - Definitions

“Account” shall mean a bookkeeping record of the accumulated contributions determined for each Participant, including any earnings credited to or debited from such contributions. Except as provided in Section 3.07, a Participant’s Account shall be fully vested and nonforfeitable at all times.

“Benefit Commencement Date” means the date irrevocably elected by the Participant pursuant to Section 2.04.

“Board” means the Board of Directors of Radian Group Inc.

“Company” means Radian Group Inc., a Delaware corporation, and its corporate successors and assigns, and any Subsidiary which is authorized by the Board to adopt this Plan by action of its board of directors or other governing body.

“Committee” means the Stock Option and Compensation Committee of the Board.

“Compensation” means annual bonuses paid to Participants after the close of each calendar year for which the bonuses are earned.

“Contingent deferred obligation” means the total amount of the Company’s contingent liability for payment of deferred benefits under the Plan.

“Deferred Compensation” means the amount of Compensation that a Participant has irrevocably elected to defer under the terms of this Plan.

“Disabled” and “Disability” shall have the meanings assigned to such terms in the Company’s disability plan.

“Eligible Executive” means an executive of the Company, or of a Subsidiary, who has the rank of Senior Vice President or higher and such other officers of the Company as the Committee may designate.

“Participant” means an Eligible Executive who elects to participate in the Plan, and further differentiated as follows:

(i) “Active Participant”: A Participant who is an employee of the Company at the time in question.

(ii) “Inactive Participant”: A Participant who is not an employee of the Company at the time in question.

“Plan” means this Voluntary Deferred Compensation Plan as it may be amended from time to time.

“Plan Year” means the calendar year during which a Participant’s Compensation is earned.

“Retirement” means a Participant’s retirement as defined under Radian’s Pension Plan.

“Subsidiary” means a company of which the Company owns, directly or indirectly, at least a majority of the shares having voting power in the election of directors.

ARTICLE II - Designation of Participants and Payment of Account

Section 2.01. Each individual who is eligible to participate in the Plan shall complete such forms and provide such data as are reasonably required by the Committee as a precondition to Plan participation.

Section 2.02. Each Participant must fully complete the deferral election form provided by the Company, irrevocably electing to reduce their Compensation by an amount equal to between 10% and 100% in increments of 1% only. By making such election, the Participant shall for all purposes be deemed conclusively to have consented to the provisions of the Plan and to all subsequent amendments thereto. For the first Plan Year (i.e., 1999), such forms must be filed prior to January 1, 2000. With respect to all Plan Years other than the first Plan Year, such forms must be filed prior to January 1 of such Plan Year or at such earlier time as may be set by the Committee in its sole discretion. A separate deferral election must be filed for each Plan Year.

Section 2.03. A Participant may elect to receive a single sum payment or annual installment payments over a term of ten years.

Section 2.04. A Participant may elect to receive payments in January of any year which is at least two (2) years following the Plan Year for such election. The Benefit Commencement Date specified in the Participant’s deferral election shall be accelerated upon the Participant’s death, Disability or Retirement.

Section 2.05. For amounts deferred in 2004 or earlier, a Participant shall have the option of postponing an elected Benefit Commencement Date by making an irrevocable election to roll over such election prior to the year in which such benefit is payable. Such redeferral shall be for at least two (2) years from the year of the original Benefit

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Commencement Date. A Participant shall make such election on a form designated by the Committee. (For the avoidance of doubt, an amount deferred in 2004 or earlier and any earnings thereon shall always be deemed to be “an amount deferred in 2004 or earlier” for the purposes of this section regardless of how many times or when such amount was redeferred as long as such amount was redeferred in accordance with the terms of the Plan in existence on October 3, 2004.)

Section 2.06. For amounts deferred after 2004, a Participant shall have the option of postponing an elected Benefit Commencement Date by making an irrevocable election to roll over such election at least one (1) year prior to the year in which such benefit is payable. Such redeferral shall be for at least five (5) years from the year of the original Benefit Commencement Date. A Participant shall make such election on a form designated by the Committee.

ARTICLE III - Contingent Future Payments, Earnings, Investments and Forfeitures

Section 3.01. The Committee shall cause an Account to be kept in the name of each Participant which shall reflect the value of the deferred contingent benefits payable to such Participant or beneficiary under the Plan. Each Account shall be maintained for bookkeeping purposes only. Neither the Plan nor any of the Accounts established under the Plan shall hold any actual funds or assets.

Section 3.02. As soon as practicable after each year, each Active Participant’s Account shall be credited with earnings and debited with losses in accordance with the annual rate of return option elected by the Participant on their deferral election form. The annual rate of return election is irrevocable. The annual rate of return options available under the Plan are:

(a) 200 basis points in excess of the average yield on 30-year U.S. Treasuries in effect on the last business day of each month of the year;

(b) the Company’s reported return on equity (positive or negative) for the year, using (i) the Company’s net income or loss after excluding expenses associated with transactions that, in the opinion of the Committee, are extraordinary and non-recurring, divided by (ii) the average of the common stockholders equity calculated as the first day of the year and the last day of the year; and

(c) the change in the value of the Company’s Common Stock (positive or negative) for the year.

In the event the Participant elects return option (c) above with regard to any deferred amount, such deferred amount shall be increased by 20%. If in the two years following the year of such deferral, the Participant (i) leaves the Company’s employ for any reason other than their death, Disability or Retirement, or (ii) makes an election under Section 5.07 or 5.08 to withdraw all or any part of such deferred amount, then such 20% increase and the return associated with such increase shall be deducted from their Account. (For

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example, if in a given year, the Participant defers $100,000 and elects return option (c) above with regard to such amount, their Account shall be credited with $120,000 and the Common Stock return shall be applied to the full $120,000. If at any point in the two years following the year of such deferral, they elect an early payment of all or any part of such amount or leave the Company’s employ for any reason other than their death, Disability or Retirement, $20,000 and any return associated with such $20,000 shall be deducted from their Account.)

Section 3.03. As soon as practicable after each year, each Inactive Participant’s Account shall be credited with earnings based upon: (i) the average yield on 5-year U.S. Treasuries on the last business day of each month of such year plus 100 basis points if they left the Company’s employ because of their death, Disability or Retirement, or (ii) the average yield on 30-year U.S. Treasuries on the last business day of each month of such year if they left the Company’s employ for any other reason. A Participant who leaves the Company’s employ shall have the rate of return they selected in accordance with Section 3.02 applied to their Deferred Compensation until the date they terminated their employment status; the rate of return for Inactive Participants provided under this Section 3.03 shall be applied to their Deferred Compensation from that date until such compensation is distributed.

Section 3.04. Each Participant’s account shall be credited with the amount of Deferred Compensation for such Plan Year as of the date such Deferred Compensation would have been paid to the Participant had it not been deferred in accordance with this Plan. All earning or losses thereon shall be prorated accordingly.

Section 3.05. Until deferred benefits hereunder are distributed in accordance with the terms of the Plan, the interest of each Participant and beneficiary therein is contingent only and is subject to forfeiture as provided in Section 3.07. Title to and beneficial ownership of any assets, whether cash or investments, which the Company may set aside or earmark to meet its contingent deferred obligation hereunder, shall at all times remain in the Company. All Plan Participants and beneficiaries are general unsecured creditors of the Company with respect to the benefits due hereunder and the Plan constitutes an agreement by the Company to make benefit payments in the future. It is the intention of the Company that the Plan be considered unfunded for tax purposes.

Section 3.06. In order to meet its contingent deferred obligations hereunder, funds may be set aside or earmarked by the Company. These funds may be kept in cash, or invested and reinvested, in the discretion of the Committee. The Company may, but is not required to, establish a grantor trust which may be used to hold assets of the Company which are maintained as reserves against the Company’s unfunded, unsecured obligations hereunder. Such reserves shall at all times be subject to the claims of the Company’s creditors. To the extent such trust or other vehicle is established, and assets contributed, for the purpose of fulfilling the Company’s obligation hereunder, then such obligation of the Company shall be reduced to the extent such assets are utilized to meet its obligations hereunder.

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Section 3.07. The contingent right of a Participant or beneficiary to receive future payments hereunder shall be forfeited upon the occurrence of any one or more of the following events:

(a) If the Participant is discharged from employment by the Company or a Subsidiary for acts which constitute their willful misconduct in connection with the performance of their duties to the Company or a Subsidiary, and such conduct shall have been materially harmful to the Company or a Subsidiary, including, but without limiting the generality of the foregoing, misappropriation of funds or property of the Company or a Subsidiary, securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of the Company or a Subsidiary, or committing the Company or a Subsidiary to any transaction adverse to its respective interests except as a result of a good faith error in judgment, or

(b) If the Participant shall enter into a business or employment which the Committee determines to be (i) detrimentally competitive with the business of the Company or a Subsidiary, and (ii) substantially injurious to the Company’s financial interests.

ARTICLE IV - Death Benefits

Section 4.01. In the event that a Participant dies prior to their Benefit Commencement Date, the Participant’s Account shall accrue annual earnings thereafter in accordance with Section 3.03 until such time as the Account is distributed. The beneficiary of such Participant shall receive as a death benefit a single sum equal to the entire value of the Account in January of the year immediately following the Participant’s death.

Section 4.02. In the event that a Participant dies after their Benefit Commencement Date, the beneficiary of such Participant shall receive as a death benefit a single sum equal to the entire value of the Account.

ARTICLE V - Payment of Benefits

Section 5.01. A Participant’s Account shall become payable to the Participant as soon as administratively practical following the Benefit Commencement Date specified in their deferral election. If the Participant has elected to receive their Account in annual installments, the Participant’s Account will continue to be credited with earnings or losses calculated in accordance with their elections. Each annual payment shall be calculated by dividing the remaining value of the Account (or portion thereof) by the number of remaining annual installment payments to be made to the Participant.

Section 5.02. A Participant’s death benefit shall be payable to their beneficiary as set forth in Article IV.

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Section 5.03. A Participant shall be paid the value of their Account (or portion thereof) beginning at the Benefit Commencement Date in a single sum or in periodic installment payments payable annually for ten years as irrevocably elected by the Participant.

Section 5.04. If a Participant or beneficiary entitled to receive any benefits hereunder is a minor or is determined to be legally incapable of giving valid receipt and discharge for such benefits, benefits will be paid to such person as the Committee may designate for the benefit of such Participant or beneficiary. Such payments shall be considered a payment to such Participant or beneficiary and shall, to the extent made, be deemed a complete discharge of any liability for such payments under the Plan.

Section 5.05. The Committee shall make all reasonable attempts to determine the identity and/or whereabouts of a Participant or a Participant’s beneficiary entitled to benefits under the Plan, including the mailing by certified mail of a notice to the last known address shown on the Company’s or the Committee’s records. If the Committee is unable to locate such a person entitled to benefits hereunder, or if there has been no claim made for such benefits, the Company shall continue to hold the benefit due such person, subject to any applicable statute of escheats.

Section 5.06. In the event of the Participant’s Disability prior to their selected Benefit Commencement Date, the Participant’s Benefit Commencement Date shall be adjusted to the January following the three month period following the Participant’s Disability. In the event of the Participant’s Retirement prior to their selected Benefit Commencement Date, the Participant’s Benefit Commencement Date shall be adjusted to the January following the six month period following the Participant’s Retirement. In either case, the Participant’s Account shall be paid in the manner prescribed on the Participant’s election form, except with regard to the Participant’s originally selected Benefit Commencement Date.

Section 5.07. For amounts deferred in 2004 or earlier, a Participant may elect at any time to be paid the total of such amounts plus earnings thereon, in which case the Participant shall be paid such amount, less 10% of such amount as an early withdrawal penalty, as soon as practicable. (For the avoidance of doubt, an amount deferred in 2004 or earlier and any earnings thereon shall always be deemed to be “an amount deferred in 2004 or earlier” for the purposes of this section regardless of how many times or when such amount was redeferred as long as such amount was redeferred in accordance with the terms of the Plan in existence on October 3, 2004.)

Section 5.08. For amounts deferred after 2004, a Participant may elect to be paid all or any part of such amounts plus earnings thereon in the event: (i) such funds are needed in connection with an “unforseeable emergency” (as determined by the Committee in accordance with applicable law), or (ii) they terminate their employment with the Company. In the event of a payment due to a termination of employment, the Participant shall be paid such amount as soon as practicable after the six month period following their termination date.

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ARTICLE VI - Beneficiary Designation

Section 6.01. A Participant may designate a beneficiary and a contingent beneficiary as part of their deferral election. Any beneficiary designation hereunder shall remain effective until changed or revoked.

Section 6.02. A beneficiary designation may be changed by the Participant at any time, or from time to time, by filing a new designation in writing with the Company.

Section 6.03. If the Participant dies without having designated a beneficiary or if the Participant dies and the beneficiary so named by the Participant has predeceased the Participant, then the Participant’s estate shall be deemed to be their beneficiary.

ARTICLE VII - Administration

Section 7.01. The books and records to be maintained for the purpose of the Plan shall be maintained by the officers and employees of the Company at its expense and subject to the supervision and control of the Committee. The Company shall pay all expenses of administering the Plan either from funds set aside or earmarked under the Plan or from other funds.

Section 7.02. To the extent permitted by law, the right of any Participant or any beneficiary in any benefit or to any payment hereunder shall not be subject in any manner to attachment or other legal process for the debts of such Participant or beneficiary; and any such benefit or payment shall not be subject to anticipation, alienation, sale, transfer, assignment or encumbrance.

Section 7.03. No member of the Board or of the Committee and no officer or employee of the Company shall be liable to any person for any action taken or omitted in connection with the administration of this Plan unless attributable to their own fraud or willful misconduct; nor shall the Company be liable to any person for any such action unless attributable to fraud or willful misconduct on the part of a director, officer or employee of the Company.

Section 7.04. The Committee shall be the agent for service of process on the Plan.

Section 7.05. Benefit payments hereunder shall be subject to withholding, to the extent required (as determined by the Company) by applicable tax or other laws.

Section 7.06. The Plan shall be binding upon and inure to the benefit of the Company, its successors and assigns, and the Participant and their heirs, executors, administrators and legal representatives.

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Section 7.07. If any provision of this Plan is held invalid or unenforceable to the extent necessary to effectuate the purposes of this Plan, its invalidity or unenforceability shall not affect any other provisions of the Plan and the Plan shall be construed and enforced as if such provisions had not been included therein.

ARTICLE VIII - Amendment or Termination of Plan

Section 8.01. The Board may terminate the Plan or amend the Plan in whole or in part, effective as of any date specified. Notwithstanding the foregoing, in the event of a “Change in Control” of the Company, as such term is defined in the Company’s Equity Compensation Plan, the Plan may not be amended in any manner whatsoever that would diminish the value of a Participant’s interest in or ultimate benefits under the Plan or accelerate any payment to a Participant.

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EX-10.3

Exhibit 10.3

RADIAN VOLUNTARY DEFERRED

COMPENSATION PLAN FOR DIRECTORS

Amended and Restated December 12, 2005

ARTICLE I - Definitions

“Account” shall mean a bookkeeping record of the accumulated contributions determined for each Participant, including any earnings credited to or debited from such contributions. Each Participant’s Account shall be fully vested and nonforfeitable at all times.

“Benefit Commencement Date” means the date irrevocably elected by the Participant pursuant to Section 2.04.

“Board” means the Board of Directors of Radian Group Inc.

“Company” means Radian Group Inc., a Delaware corporation, and its corporate successors and assigns, and any Subsidiary which is authorized by the Board to adopt this Plan by action of its board of directors or other governing body.

“Committee” means the Stock Option and Compensation Committee of the Board.

“Compensation” means the annual fee, meeting fees and any chairmanship fees payable to Participants during the Plan Year.

“Contingent deferred obligation” means the total amount of the Company’s contingent liability for payment of deferred benefits under the Plan.

“Deferred Compensation” means the amount of Compensation that a Participant has irrevocably elected to defer under the terms of this Plan.

“Director” means a director of the Company.

“Disabled” and “Disability” shall have the meanings assigned to such terms in the Company’s disability plan.

“Participant” means a Director who elects to participate in the Plan, and further differentiated as follows:

(i) “Active Participant”: A Participant who is a Director at the time in question.

(ii) “Inactive Participant”: A Participant who is not a Director at the time in question.

“Plan” means this Voluntary Deferred Compensation Plan as it may be amended from time to time.

“Plan Year” means the calendar year during which a Participant’s Compensation is earned.

“Subsidiary” means a company of which the Company owns, directly or indirectly, at least a majority of the shares having voting power in the election of directors.

ARTICLE II - Designation of Participants and Payment of Account

Section 2.01. Each individual who is eligible to participate in the Plan shall complete such forms and provide such data as are reasonably required by the Committee as a precondition to Plan participation.

Section 2.02. Each Participant must fully complete the deferral election form provided by the Company, irrevocably electing to reduce their Compensation by an amount equal to between 10% and 100% in increments of 1% only. By making such election, the Participant shall for all purposes be deemed conclusively to have consented to the provisions of the Plan and to all subsequent amendments thereto. For the first Plan Year (i.e., 1999), such forms must be filed prior to January 1, 2000. With respect to all Plan Years other than the first Plan Year, such forms must be filed prior to January 1 of such Plan Year or at such earlier time as may be set by the Committee in its sole discretion. A separate deferral election must be filed for each Plan Year.

Section 2.03. A Participant may elect to receive a single sum payment or annual installment payments over a term of ten years.

Section 2.04. A Participant may elect to receive payments in January of any year which is at least two (2) years following the Plan Year for such election. The Benefit Commencement Date specified in the Participant’s deferral election shall be accelerated upon the Participant’s death, Disability or departure from the Company’s Board.

Section 2.05. For amounts deferred in 2004 or earlier, a Participant shall have the option of postponing an elected Benefit Commencement Date by making an irrevocable election to roll over such election prior to the year in which such benefit is payable. Such redeferral shall be for at least two (2) years from the year of the original Benefit Commencement Date. A Participant shall make such election on a form designated by the Committee. (For the avoidance of doubt, an amount deferred in 2004 or earlier and any earnings thereon shall always be deemed to be “an amount deferred in 2004 or earlier” for the purposes of this section regardless of how many times or when such amount was redeferred as long as such amount was redeferred in accordance with the terms of the Plan in existence on October 3, 2004.)

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Section 2.06. For amounts deferred after 2004, a Participant shall have the option of postponing an elected Benefit Commencement Date by making an irrevocable election to roll over such election at least one (1) year prior to the year in which such benefit is payable. Such redeferral shall be for at least five (5) years from the year of the original Benefit Commencement Date. A Participant shall make such election on a form designated by the Committee.

ARTICLE III - Contingent Future Payments, Earnings, Investments and Forfeitures

Section 3.01. The Committee shall cause an Account to be kept in the name of each Participant which shall reflect the value of the deferred contingent benefits payable to such Participant or beneficiary under the Plan. Each Account shall be maintained for bookkeeping purposes only. Neither the Plan nor any of the Accounts established under the Plan shall hold any actual funds or assets.

Section 3.02. As soon as practicable after each year, each Active Participant’s Account shall be credited with earnings and debited with losses in accordance with the annual rate of return option elected by the Participant on their deferral election form. The annual rate of return election is irrevocable. The annual rate of return options available under the Plan are:

(a) 200 basis points in excess of the average yield on 30-year U.S. Treasuries on the last business day of each month of the year,

(b) the Company’s reported return on equity (positive or negative) for the year, using (i) the Company’s net income or loss after excluding expenses associated with transactions that, in the opinion of the Committee, are extraordinary and non-recurring, divided by (ii) the average of the common stockholders equity calculated as the first day of the year and the last day of the year, and

(c) the change in the value of the Company’s Common Stock (positive or negative) for the year.

In the event the Participant elects return option (c) above with regard to any deferred amount, such deferred amount shall be increased by 20%. (For example, if in a given year, the Participant defers $100,000 and elects return option (c) above with regard to such amount, their Account shall be credited with $120,000 and the Common Stock return shall be applied to the full $120,000.)

Section 3.03 As soon as practicable after each year, each Inactive Participant’s Account shall be credited with earnings based upon the average yield on 5-year U.S. Treasuries on the last business day of each month of such year plus 100 basis points. A Participant who ceases being a Director shall have the rate of return they selected in accordance with Section 3.02 applied to their Deferred Compensation until the date they terminated their status as a Director; the rate of return for Inactive Participants provided under this Section 3.03

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shall be applied to their Deferred Compensation from that date until such compensation is distributed.

Section 3.04. Each Participant’s account shall be credited with the amount of Deferred Compensation for such Plan Year as of the date such Deferred Compensation would have been paid to the Participant had it not been deferred in accordance with this Plan. All earning or losses thereon shall be prorated accordingly.

Section 3.05. Title to and beneficial ownership of any assets, whether cash or investments, which the Company may set aside or earmark to meet its contingent deferred obligation hereunder, shall at all times remain in the Company. All Plan Participants and beneficiaries are general unsecured creditors of the Company with respect to the benefits due hereunder and the Plan constitutes an agreement by the Company to make benefit payments in the future. It is the intention of the Company that the Plan be considered unfunded for tax purposes.

Section 3.06. In order to meet its contingent deferred obligations hereunder, funds may be set aside or earmarked by the Company. These funds may be kept in cash, or invested and reinvested, in the discretion of the Committee. The Company may, but is not required to, establish a grantor trust which may be used to hold assets of the Company which are maintained as reserves against the Company’s unfunded, unsecured obligations hereunder. Such reserves shall at all times be subject to the claims of the Company’s creditors. To the extent such trust or other vehicle is established, and assets contributed, for the purpose of fulfilling the Company’s obligation hereunder, then such obligation of the Company shall be reduced to the extent such assets are utilized to meet its obligations hereunder.

ARTICLE IV - Death Benefits

Section 4.01. In the event that a Participant dies prior to their Benefit Commencement Date, the Participant’s Account shall accrue annual earnings thereafter in accordance with Section 3.03 until such time as the Account is distributed. The beneficiary of such Participant shall receive as a death benefit a single sum equal to the entire value of the Account in January of the year immediately following the Participant’s death.

Section 4.02. In the event that a Participant dies after their Benefit Commencement Date, the beneficiary of such Participant shall receive as a death benefit a single sum equal to the entire value of the Account.

ARTICLE V - Payment of Benefits

Section 5.01. A Participant’s Account shall become payable to the Participant as soon as administratively practical following the Benefit Commencement Date specified in their deferral election. If the Participant has elected to receive their Account in annual installments, the Participant’s Account will continue to be credited with earnings or losses

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calculated in accordance with their elections. Each annual payment shall be calculated by dividing the remaining value of the Account (or portion thereof) by the number of remaining annual installment payments to be made to the Participant.

Section 5.02. A Participant’s death benefit shall be payable to their beneficiary as set forth in Article IV.

Section 5.03. A Participant shall be paid the value of their Account (or portion thereof) beginning at the Benefit Commencement Date in a single sum or in periodic installment payments payable annually for ten years as irrevocably elected by the Participant.

Section 5.04. If a Participant or beneficiary entitled to receive any benefits hereunder is a minor or is determined to be legally incapable of giving valid receipt and discharge for such benefits, benefits will be paid to such person as the Committee may designate for the benefit of such Participant or beneficiary. Such payments shall be considered a payment to such Participant or beneficiary and shall, to the extent made, be deemed a complete discharge of any liability for such payments under the Plan.

Section 5.05. The Committee shall make all reasonable attempts to determine the identity and/or whereabouts of a Participant or a Participant’s beneficiary entitled to benefits under the Plan, including the mailing by certified mail of a notice to the last known address shown on the Company’s or the Committee’s records. If the Committee is unable to locate such a person entitled to benefits hereunder, or if there has been no claim made for such benefits, the Company shall continue to hold the benefit due such person, subject to any applicable statute of escheats.

Section 5.06. In the event of the Participant’s Disability prior to their selected Benefit Commencement Date, the Participant’s Benefit Commencement Date shall be adjusted to the January following the three month period following the Participant’s Disability. In the event of the Participant’s departure from the Company’s Board prior to their selected Benefit Commencement Date, the Participant’s Benefit Commencement Date shall be adjusted to the January following the six month period following the Participant’s departure from the Company’s Board. In either case, the Participant’s Account shall be paid in the manner prescribed on the Participant’s election form, except with regard to the Participant’s originally selected Benefit Commencement Date.

Section 5.07. For amounts deferred after 2004, a Participant may elect to be paid all or any part of such amounts plus earnings thereon in the event such funds are needed in connection with an “unforseeable emergency” (as determined by the Committee in accordance with applicable law).

Section 5.08. Any claim by a Participant or their beneficiary (hereafter the “Claimant”) for benefits shall be submitted in writing to the Committee.

(a) The Committee shall be responsible for deciding whether such claim is payable, or the claimed relief otherwise is allowable, under the provisions and rules of the Plan (a

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“Covered Claim”). The Committee otherwise shall be responsible for providing a full review of the Committee’s decision with regard to any claim, upon a written request.

(b) Each Claimant or other interested person shall file with the Committee such pertinent information as the Committee may specify, and in such manner and form as the Committee way specify; and, such person shall not have any rights or be entitled to any benefits, or further benefits, hereunder, as the case may be, unless the required information is filed by the Claimant or on behalf of the Claimant. Each Claimant shall supply, at such times and in such manner as may be required, written proof that the benefit is covered under the Plan. If it is determined that a Claimant has not incurred a Covered Claim or if the Claimant shall fail to furnish such proof as is requested, no benefits, or no further benefits, hereunder, as the case may be, shall be payable to such Claimant.

(c) Notice of any decision by the Committee with respect to a claim generally shall be furnished to the Claimant within ninety (90) days following the receipt of the claim by the Committee (or within ninety (90) days following the expiration of the initial ninety (90) day period in any case where, there are special circumstances requiring extension of time for processing the claim). If special circumstances require an extension of time for processing the claim, written notice of the extension shall be furnished by the Committee to the Claimant.

(d) Commencement of benefit payments shall constitute notice of approval of a claim to the extent of the amount of the approved benefit. If such claim shall be wholly or partially denied, such notice shall be in writing. If the Committee fails to notify the Claimant of the decision regarding their claim in accordance with this section, the claim shall be “deemed” denied, and the Claimant then shall be permitted to proceed with the claims review procedure provided for herein.

(e) Within sixty (60) days following receipt by the Claimant of notice of the claim denial, or within sixty (60) days following the date of a deemed denial, the Claimant may appeal denial of the claim by filing a written application for review with the Committee. Following such request for review, the Committee shall fully review the decision denying the claim. The decision of the Committee then shall be made within sixty (60) days following receipt by the Committee of a timely request for review (or within one hundred and twenty (120) days after such receipt, in a case where there are special circumstances requiring an extension of time for reviewing such denied claim). The Committee shall deliver its decision to the Claimant in writing. If the decision on review is not furnished within the prescribed time, the claim shall be deemed denied on review.

(f) For all purposes under the Plan, the decision with respect to a claim (if no review is requested) and the decision with respect to a claims review (if requested), shall be final, binding and conclusive on all Participants, beneficiaries and other interested parties, as to all matters relating to the Plan and Plan benefits. Further, each claims determination under the Plan shall be made in the absolute and exclusive discretion and authority of the Committee.

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Section 5.09. A Participant may elect at any time to be paid an amount equal to the entire amount they currently have in their Account less ten percent, in which case the Participant shall be paid such amount as soon as practicable and the Participant shall no longer have any right to participate in the Plan.

ARTICLE VI - Beneficiary Designation

Section 6.01. A Participant may designate a beneficiary and a contingent beneficiary as part of their deferral election. Any beneficiary designation hereunder shall remain effective until changed or revoked.

Section 6.02. A beneficiary designation may be changed by the Participant at any time, or from time to time, by filing a new designation in writing with the Company.

Section 6.03. If the Participant dies without having designated a beneficiary or if the Participant dies and the beneficiary so named by the Participant has predeceased the Participant, then the Participant’s estate shall be deemed to be their beneficiary.

ARTICLE VII - Administration

Section 7.01. The books and records to be maintained for the purpose of the Plan shall be maintained by the officers and employees of the Company at its expense and subject to the supervision and control of the Committee. The Company shall pay all expenses of administering the Plan either from funds set aside or earmarked under the Plan or from other funds.

Section 7.02. To the extent permitted by law, the right of any Participant or any beneficiary in any benefit or to any payment hereunder shall not be subject in any manner to attachment or other legal process for the debts of such Participant or beneficiary; and any such benefit or payment shall not be subject to anticipation, alienation, sale, transfer, assignment or encumbrance.

Section 7.03. No member of the Board or of the Committee and no officer or employee of the Company shall be liable to any person for any action taken or omitted in connection with the administration of this Plan unless attributable to their own fraud or willful misconduct; nor shall the Company be liable to any person for any such action unless attributable to fraud or willful misconduct on the part of a director, officer or employee of the Company.

Section 7.04. The Committee shall be the agent for service of process on the Plan.

Section 7.05. Benefit payments hereunder shall be subject to withholding, to the extent required (as determined by the Company) by applicable tax or other laws.

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Section 7.06. The Plan shall be binding upon and inure to the benefit of the Company, its successors and assigns, and the Participant and their heirs, executors, administrators and legal representatives.

Section 7.07. If any provision of this Plan is held invalid or unenforceable to the extent necessary to effectuate the purposes of this Plan, its invalidity or unenforceability shall not affect any other provisions of the Plan and the Plan shall be construed and enforced as if such provisions had not been included therein.

ARTICLE VIII - Amendment or Termination of Plan

Section 8.01. The Board may terminate the Plan or amend the Plan in whole or in part, effective as of any date specified. Notwithstanding the foregoing, in the event of a “Change in Control” of the Company, as such term is defined in the Company’s Equity Compensation Plan, the Plan may not be amended in any manner whatsoever that would diminish the value of a Participant’s interest in or ultimate benefits under the Plan or accelerate any payment to a Participant.

ARTICLE IX - Further Deferral of Deferred Stock Units

Section 9.01. Each Director may further defer the vesting of any deferred stock units (“DSUs”) that they were granted by the Company in consideration for their service as a director and that vest upon their departure from the Company’s Board. Such further deferral of DSUs: (i) must be made in writing at least one year before a Director’s departure from the Company’s Board and (ii) shall be for a period of at least two years beyond such date of such departure.

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EX-10.4

Exhibit 10.4

FIRST AMENDMENT TO CREDIT AGREEMENT

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “First Amendment”) is made and entered into as of the 15^th day of December, 2005, by and among

(i) RADIAN GROUP INC., a Delaware corporation, and its successors and assigns (the “Borrower”);

(ii) THE FINANCIAL INSTITUTIONS as signatory lender parties hereto and their successors and assigns (collectively, the “Lenders”, with each individually a “Lender”); and

(iii) KEYBANK NATIONAL ASSOCIATION, a national banking association, in its capacity as Administrative Agent for the Lenders under this Agreement, and its successors and assigns (the “Administrative Agent”).

Recitals:

A. The Borrower, the Lenders, the Administrative Agent and certain other parties are the parties to that certain Credit Agreement dated as of December 16, 2004 (the “Credit Agreement”), pursuant to which, inter alia, the Lenders agreed, subject to the terms and conditions thereof, to advance Loans (as this and other capitalized terms used herein and not otherwise defined herein are defined in the Credit Agreement) to the Borrower.

B. The Borrower has requested that the Lenders agree to amend the Credit Agreement to extend the 364-Day Revolving Availability Termination Date.

C. Subject to the terms and conditions of this First Amendment, the Lenders have agreed to grant such request.

Agreements:

NOW, THEREFORE, in consideration of the foregoing Recitals and the mutual agreements hereinafter set forth, the Borrower, the Lenders and the Administrative Agent, intending to be legally bound, hereby agree as follows:

1. Amendment to Credit Agreement. The definition of 364-Day Revolving Availability Termination Date in Section 1.01 (Defined Terms) of the Credit Agreement is hereby amended and restated in its entirety to provide as follows:

“364-Day Revolving Availability Termination Date” means December 14, 2006 (or if such date is not a Business Day with respect to Eurodollar Loans, the next preceding day that is a Business Day with respect to Eurodollar Loans).

2. Amendment Effective Date; Conditions Precedent. The amendment set forth in Paragraph 1, above, shall not be effective unless and until the date on which the Borrower has satisfied all of the following conditions precedent (such date of effectiveness being the “Amendment Effective Date”):

A. Officer’s Certificate. On the Amendment Effective Date and after giving effect to the amendment set forth in Paragraph 1, above, (i) there shall exist no Default, and a Senior Officer of the Borrower shall have delivered to the Administrative Agent written confirmation thereof dated as of the Amendment Effective Date, and (ii) the representations and warranties of the Borrower under Article 3 of the Credit Agreement shall have been reaffirmed in writing as being true and correct in all material respects as of the Amendment Effective Date, except that for the purposes of such reaffirmation references in such representations and warranties to (a) the “Effective Date” shall be deemed to refer to the Amendment Effective Date, (b) “December 31, 2003” shall be deemed to refer to December 31, 2004, (c) “September 30, 2004” shall be deemed to refer to September 30, 2005 and (d) Schedule 3.06 to the Credit Agreement shall be

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deemed to refer to the revised Schedule 3.06 attached to such reaffirmation, which revised Schedule 3.06 shall be satisfactory in form and substance to the Administrative Agent in its reasonable discretion.

B. Corporate Authorization. The Borrower shall have delivered to the Administrative Agent a copy, certified by its Secretary or Assistant Secretary, of its Board of Directors’ resolutions authorizing the execution and delivery of this First Amendment.

C. Legal Matters. All legal matters incident to this First Amendment and the consummation of the transactions contemplated hereby shall be reasonably satisfactory to Squire, Sanders & Dempsey L.L.P., Cleveland, Ohio, special counsel to the Administrative Agent and the Lenders (the “Special Counsel”).

D. Other Matters. The Administrative Agent and the Lenders shall have received such other certificates, opinions and documents, in form and substance reasonably satisfactory to the Administrative Agent, as the Administrative Agent may reasonably request.

3. Other Loan Documents. Any reference to the Credit Agreement in the other Loan Documents shall, from and after the Amendment Effective Date, be deemed to refer to the Credit Agreement, as amended by this First Amendment.

4. Confirmation of Agreement. The Borrower hereby affirms all of its obligations to the Lenders and the Administrative Agent under the Credit Agreement and the other Loan Documents and that as of the Amendment Effective Date the Borrower has no claims, defenses or set-offs to the obligations of the Borrower to each of them under the Credit Agreement and the other Loan Documents.

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5. Administrative Agent’s Expense. The Borrower agrees to reimburse the Administrative Agent promptly for its reasonable documented out-of-pocket costs and expenses incurred in connection with this First Amendment and the transactions contemplated hereby, including, without limitation, the reasonable fees and expenses of the Special Counsel.

6. No Other Modifications. Except as expressly provided in this First Amendment, all of the terms and conditions of the Credit Agreement and the other Loan Documents remain unchanged and in full force and effect.

7. Governing Law; Binding Effect. This First Amendment shall be governed by and construed in accordance with the laws of the State of New York and shall be binding upon and inure to the benefit of the Borrower, the Lenders and the Administrative Agent and their respective successors and assigns.

8. Counterparts. This First Amendment may be executed in separate counterparts, each of which shall be deemed to be an original, and all of which together shall be deemed a fully executed agreement.

IN WITNESS WHEREOF, the Borrower, the Lenders and the Administrative Agent have hereunto set their hands as of the date first above written.

BORROWER
RADIAN GROUP INC.
By:	/s/    TERRY L. LATIMER
	Terry L. Latimer
Title:	Treasurer

ADMINISTRATIVE AGENT
KEYBANK NATIONAL ASSOCIATION, as Administrative Agent
By:	/s/    MARY K. YOUNG
	Mary K. Young
Title:	Vice President

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LENDERS
BANK OF AMERICA, N.A., as Lender
By	/s/    SHELLY HARPER
	Shelly Harper, Senior Vice President

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BARCLAYS BANK PLC, as Lender
By	/s/    RICHARD ASKEY
	Richard Askey, Relationship Director

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BEAR STEARNS CORPORATE LENDING INC., as Lender
By:	/s/    VICTOR BULZACCHELLI
Name:	Victor Bulzacchelli
Title:	Vice President

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THE ROYAL BANK OF SCOTLAND PLC, as Lender By Greenwich Capital Markets, Inc., as its agent
By	/S/    GEORGE URBAN
	George Urban, Vice President

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[RESERVED — THIS PAGE IS BLANK INTENTIONALLY]

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JPMORGAN CHASE BANK, N.A., as Lender
By	/s/    HELEN NEWCOMB
	Helen Newcomb, Vice President

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KEYBANK NATIONAL ASSOCIATION, as Lender
By	/s/    MARY K. YOUNG
	Mary K. Young, Vice President

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THE NORTHERN TRUST COMPANY, as Lender
By	/s/    CHRIS MCKEAN
	Chris McKean, Vice President

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WELLS FARGO BANK, NATIONAL ASSOCIATION, as Lender
By	/s/    ROBERT C. MEYER
	Robert C. Meyer, Senior Vice President
By	/s/    BETH C. MCGINNIS, SENIOR VICE PRESIDENT
	Beth C. McGinnis, Senior Vice President

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