RADIAN GROUP INC — Director's Dealing 2010

May 17, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RADIAN GROUP INC (RDN)
CIK: 0000890926
Period of Report: 2010-05-12

Reporting Person: Jackson Catherine Mary (SVP, Chief Accounting Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-05-12	Stock Option	$10.42	A	7400	Acquired	2017-05-12	Common Stock (7400)	Direct
2010-05-12	Restricted Stock Units -Performance Rights	$0	A	6100	Acquired	2017-05-12	Common Stock (6100)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	17900	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Appreciation Right	$2.68	2014-05-13	common stock (22500)	22500	Direct
Stock Option	$2.48	2015-08-07	common stock (15800)	15800	Direct

Footnotes

F1: Non-Qualified Stock Option : Vesting is 50% at the end of year 3 and 50% at the end of year 4.

F2: N/A.

F3: Performance Based Restricted Stock Units: Vesting is 100% at the end of year three, with settlement in common shares based on the achievement of total shareholder return ("TSR") performance goals as follows: 50% of the award is eligible for a payment (between 0% and 100%, up to 3,050 shares) based on the Company's relative TSR compared to its peers; and 50% of the award is eligible for a payment (between 0% and 150%, up to 4,575 shares) based on the Company's relative TSR compared to the TSR's of companies included in the S&P 400 index. Upon the occurrence of certain corporate events involving one or more companies included in the Company's peer group, the performance goals for the entire award (between 0% and 150%, up to 9,150 shares) would then be based on the Company's relative TSR compared to the TSR's of companies included in the S&P 400 index. TSR is measured generally as (i) the change in market value of common stock during the period, plus dividends, (ii) divided by the market value of common stock as of the RSU grant date. The RSUs have no voting or dividend rights.

F4: The number of RSUs reported (6,100) represents the target award. As discussed in the Footnote above, the number of shares that may be issued upon vesting ranges from 0 shares to 7,625 shares (9,150 shares in the event TSR performance is measured solely gainst the companies included in the S&P 400 index).