RADIAN GROUP INC — Director's Dealing 2011

Jun 13, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RADIAN GROUP INC (RDN)
CIK: 0000890926
Period of Report: 2011-06-09

Reporting Person: Theobald Scott (Senior Vice President, Risk)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-06-09	Stock Option	$3.58	A	28260	Acquired	2018-06-09	Common Stock (28260)	Direct
2011-06-09	Restricted Stock Units - Performance Rights	$0	A	68950	Acquired	2018-06-09	Common Stock (68950)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	29062	Indirect

Footnotes

F1: Not Applicable.

F2: Non-Qualified Stock Option: Vesting is 50% on the third anniversary of the grant and 50% on the fourth anniversary of the grant, provided that Radian's common stock has closed at 25% above the exercise price of the option for 10 consecutive trading days at any point on or after the third anniversary of the grant.

F3: Performance Based Restricted Stock Units ("RSUs"): Vesting is 100% at the end of the three year performance period, with a potential payout ranging from 0% to 200% of the target award based on Radian's total stockholder return ("TSR") over the three year performance period relative to the median TSR of Radian's primary competitors and the companies listed on the NASDAQ Financial Index. TSR is measured generally as (i) the change in market value of common stock during the period, plus dividends, (ii) divided by the 20 day trading average preceding and including the RSU grant date . The RSUs have no voting or dividend rights and will be settled in cash.

F4: The number of RSUs reported (68,950) represents the target award. As discussed in Footnote 3 above, at the end of the performance period, the participant may earn between 0 and 137,900 RSUs, based on the relative performance of Radian's TSR.