8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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) May 3, 2010

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) 231 - - 1000

(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.

Item 3.03 below is incorporated herein by reference.

Item 3.03 Material Modification to Rights of Security Holders.

On April 13, 2010, Radian Group Inc. (the “Company”) mailed a proxy statement (the “Proxy Statement”) to its stockholders describing the matters to be voted upon at the 2010 Annual Meeting of Stockholders (the “Annual Meeting”), including proposals to approve the Amended and Restated Tax Benefit Preservation Plan, dated February 12, 2010, between the Company and The Bank of New York Mellon, as rights agent (the “Preservation Plan”) and the proposed amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Charter Amendment”).

On April 30, 2010, the Company’s Board of Directors adopted amendments to the Preservation Plan and the Charter Amendment to require the Preservation Plan and the Charter Amendment to be re-approved by stockholders every three years. Subsequently, on May 3, 2010, the amendment to the Preservation Plan (the “Amendment”), as adopted by the Board of Directors, was entered into by the Company and The Bank of New York Mellon, as rights agent.

The Company has generated substantial net operating losses (“NOLs”), loss carryforwards and other tax attributes for U.S. federal income tax purposes (“tax benefits”) that can generally be used to offset its future taxable income and therefore reduce its U.S. federal income tax obligations. Both the Preservation Plan and the Charter Amendment are intended to preserve the Company’s important tax benefits, and are described in detail in the Company’s Proxy Statement.

As stated in the Company’s Proxy Statement, the Company incorporated stockholder-friendly features in the Preservation Plan and the Charter Amendment, including: (i) limiting the definition of ownership to the definition used for purposes of Section 382 of the Internal Revenue Code, as opposed to the broader definition of “beneficial ownership” used for securities laws purposes and (ii) providing “sunset provisions” that will terminate the Preservation Plan and the transfer restrictions in the Charter Amendment if Section 382 is repealed or if the potential loss from limitation of the net operating losses and other tax benefits is no longer material to the Company, which the Company’s Board of Directors has agreed to review annually.

The new amendments will further enhance the stockholder-friendly features by requiring the Preservation Plan and the Charter Amendment to be re-approved by stockholders every three years. The Preservation Plan will terminate and the Charter Amendment will not become effective if not approved by the stockholders at the 2010 Annual Meeting of Stockholders of the Company.

A copy of the Amendment is filed herewith as Exhibit 4.1 and is incorporated herein by reference. The foregoing descriptions of the Amendment and the Preservation Plan do not purport to be complete and are qualified in their entirety by reference to the Amendment and the Preservation Plan, which was filed as Exhibit 4.1 to the current report on Form 8-K of the Company filed on February 17, 2010.

A copy of the amendment to the Charter Amendment is filed herewith as Exhibit 99.1 and is incorporated herein by reference. The foregoing descriptions of such amendment and the Charter Amendment do not purport to be complete and are qualified in their entirety by reference to the amendment and the Charter Amendment, which was filed as Appendix B to the definitive proxy statement of the Company filed on April 13, 2010.

A copy of the press release announcing the Amendment and the amendment to the Charter Amendment is attached as Exhibit 99.2 to this Current Report on Form 8-K.

Item 8.01 Other Events.

Item 3.03 above is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
4.1	First Amendment to the Amended and Restated Tax Benefit Preservation Plan, dated as of May 3, 2010, between Radian Group Inc. and The Bank of New York Mellon.
99.1	Amendment to the proposed amendment to the amended and restated certificate of incorporation, adopted by the Board of Directors on April 30, 2010.
99.2	Radian Group Inc. News Release dated May 3, 2010.*

* The news release attached as Exhibit 99.2 shall be considered “furnished” but not “filed” for purposes of the Securities Exchange Act of 1934, as amended.

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.
	(Registrant)
Date: May 3, 2010	By:	/s/ C. Robert Quint
		C. Robert Quint
		Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
4.1	First Amendment to the Amended and Restated Tax Benefit Preservation Plan, dated as of May 3, 2010, between Radian Group Inc. and The Bank of New York Mellon.
99.1	Amendment to the proposed amendment to the amended and restated certificate of incorporation, adopted by the Board of Directors on April 30, 2010.
99.2	Radian Group Inc. News Release dated May 3, 2010.*

* The news release attached as Exhibit 99.2 shall be considered “furnished” but not “filed” for purposes of the Securities Exchange Act of 1934, as amended.

EX-4.1

Exhibit 4.1

FIRST AMENDMENT TO THE

AMENDED AND RESTATED TAX BENEFIT PRESERVATION PLAN

This First Amendment to the Amended and Restated Tax Benefit Preservation Plan (this “Amendment”) dated as of May 3, 2010, is entered into between Radian Group Inc., a Delaware corporation (the “Company”), and The Bank of New York Mellon, a New York banking corporation, as Rights Agent (the “Rights Agent”).

Background

A. The Company and Rights Agent are parties to that certain Amended and Restated Tax Benefit Preservation Plan, dated as of February 12, 2010 (the “Preservation Plan”).

B. The Company wishes to amend the Preservation Plan to add a termination provision if the Preservation Plan is not re-approved by the stockholders of the Company every three years.

NOW, THEREFORE, in consideration of the mutual promises, agreements and covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

1. Amendment. The Preservation Plan shall be amended by inserting a new provision (Section 7(f)) that reads in its entirety as follows:

In addition to the provision set forth in Section 7(a) of this Plan, the Expiration Date shall occur on the Close of Business on the second Business Day after the final adjournment of the third consecutive annual meeting of the stockholders of the Company held after this Plan was most recently approved by the stockholders of the Company unless the Plan is re-approved by the stockholders at such meeting.

2. Counterparts. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. A signature to this Amendment transmitted electronically shall have the same authority, effect and enforceability as an original signature.

3. Severability. If any term, provision, covenant or restriction of this Amendment or applicable to this Amendment is held by a court of competent jurisdiction or other authority to be invalid, null and void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be affected, impaired or invalidated; and provided, further, that if any such excluded term, provision, covenant or restriction shall adversely affect the rights, immunities, duties or obligations of the Rights Agent, the Rights Agent shall be entitled to resign immediately.

4. Governing Law. This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State.

5. Descriptive Headings. Descriptive headings of the several sections of this Amendment are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.

6. Defined Terms. All capitalized terms used herein and not otherwise defined shall have the meaning given to them in the Preservation Plan.

7. Preservation Plan in Full Force and Effect as Amended. Except as specifically amended hereby, all of the terms and conditions of the Preservation Plan shall be in full force and effect. All references to the Preservation Plan in any other document or instrument shall be deemed to mean such Preservation Plan as amended by this Amendment. The parties hereto agree to be bound by the terms and obligations of the Preservation Plan, as amended by this Amendment, as though the terms and obligations of the Preservation Plan were set forth herein.

[Signatures of the parties intentionally appear on the next page.]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the 3rd day of May, 2010.

RADIAN GROUP INC.
By:	/s/ C. Robert Quint
	Name:	C. Robert Quint
	Title:	Chief Financial Officer
THE BANK OF NEW YORK MELLON,
	as Rights Agent
By:	/s/ Kieran McGovern
	Name:	Kieran McGovern
	Title:	Senior Associate

EX-99.1

Exhibit 99.1

The following amendment to the Charter Amendment was adopted by the Board of Directors on April 30, 2010:

1. The proposed amendment to the Amended and Restated Certificate of Incorporation (the “Charter Amendment”) shall be amended by inserting a new sentence at the end of the definition of “Restriction Release Date” in Section 4.4.1 of the Charter Amendment that reads in its entirety as follows:

In addition, the Restriction Release Date shall occur on the close of business on the second Business Day after the final adjournment of the third consecutive annual meeting of the stockholders of the Company held after this Section 4.4 was most recently approved by the stockholders of the Company unless this Section 4.4 is re-approved by a majority of the stockholders voting at such meeting.

EX-99.2

Exhibit 99.2

Contact:

Emily Riley – phone: 215.231.1035

  email: emily.riley@radian.biz

RADIAN GROUP INC. AMENDS TAX BENEFIT PRESERVATION PLAN AND CHARTER AMENDMENT PROPOSAL TO REQUIRE THREE-YEAR PERIODIC STOCKHOLDER APPROVAL

PHILADELPHIA, May 3, 2010 — Radian Group Inc. (NYSE: RDN) today reported that its Board of Directors adopted amendments to the Amended and Restated Tax Benefit Preservation Plan dated as of February 12, 2010 (the “Preservation Plan”) and the proposed amendment to the Amended and Restated Certificate of Incorporation (the “Charter Amendment”), both of which have been submitted to stockholders for their approval at the 2010 Annual Meeting of Stockholders to be held on May 12, 2010.

The Company has generated substantial net operating losses (NOLs), loss carryforwards and other tax attributes for U.S. federal income tax purposes (“tax benefits”) that can generally be used to offset its future taxable income and therefore reduce its U.S. federal income tax obligations. Both the Preservation Plan and the Charter Amendment are intended to preserve the Company’s important tax benefits, and are described in detail in the Company’s Proxy Statement sent to its stockholders.

As stated in the Company’s Proxy Statement, Radian incorporated stockholder-friendly features in the Charter Amendment and the Preservation Plan, including : (i) limiting the definition of ownership to the definition used for purposes of Section 382 of the Internal Revenue Code, as opposed to the broader definition of “beneficial ownership” used for securities laws purposes; and (ii) providing “sunset provisions” that will terminate the Preservation Plan and the transfer restrictions in the Charter Amendment if Section 382 is repealed or if the potential loss from limitation of the NOLs is no longer material to the Company, which the Company’s Board of Directors has agreed to review annually. The new amendments will further enhance the stockholder-friendly features by requiring the Charter Amendment and the Preservation Plan to be re-approved by stockholders every three years. The Preservation Plan will

terminate and the Charter Amendment will not become effective if not approved by the stockholders at the 2010 Annual Meeting of Stockholders of the Company.

The following amendments to the Preservation Plan and Charter Amendment were adopted by the Board of Directors on April 30, 2010:

1. The Amended and Restated Tax Benefit Preservation Plan (the “Preservation Plan”) shall be amended by inserting a new provision (Section 7(f)) that reads in its entirety as follows:

In addition to the provision set forth in Section 7(a) of this Plan, the Expiration Date shall occur on the Close of Business on the second Business Day after the final adjournment of the third consecutive annual meeting of the stockholders of the Company held after this Plan was most recently approved by the stockholders of the Company unless the Plan is re-approved by the stockholders at such meeting.

2. The proposed amendment to the Amended and Restated Certificate of Incorporation (the “Charter Amendment”) shall be amended by inserting a new sentence at the end of the definition of “Restriction Release Date” in Section 4.4.1 of the Charter Amendment that reads in its entirety as follows:

In addition, the Restriction Release Date shall occur on the close of business on the second Business Day after the final adjournment of the third consecutive annual meeting of the stockholders of the Company held after this Section 4.4 was most recently approved by the stockholders of the Company unless this Section 4.4 is re-approved by a majority of the stockholders voting at such meeting.

About Radian

Radian Group Inc. (NYSE: RDN), headquartered in Philadelphia, provides private mortgage insurance and related risk mitigation products and services to mortgage lenders nationwide through its principal operating subsidiary, Radian Guaranty Inc. These services help promote and preserve homeownership opportunities for homebuyers, while protecting lenders from default-related losses on residential first mortgages and facilitating the sale of low-downpayment mortgages in the secondary market. Additional information may be found at www.radian.biz.

Some of the statements in this press release may constitute “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995. These statements are based on our current expectations, estimates and projections. Words such as “will,” “expects,” “believes” and similar expressions are used to identify these forward-looking statements. These statements are only predictions and as such are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Forward-looking statements are based upon assumptions as to future events or our future financial performance that may not prove to be accurate. Actual outcomes and results may differ materially from what is expressed or forecast in these forward-looking statements. As a result, these statements speak only as of the date they were made, and we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. For more information regarding the risks and uncertainties that we face, you should review the risks described under Item 1A, “Risk Factors” under our Annual Report on Form 10-K for the year ended December 31, 2009 and subsequent reports filed with the Securities and Exchange Commission.