RADIAN GROUP INC — Director's Dealing 2013

May 16, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RADIAN GROUP INC (RDN)
CIK: 0000890926
Period of Report: 2013-05-14

Reporting Person: Ibrahim Sanford A (Director, Chief Executive Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-05-14	Stock Option - Performance Award	$13.99	A	71930	Acquired	2023-05-14	Common Stock (71930)	Direct
2013-05-14	Restricted Stock Units -Performance Award (stock settled)	$	A	113100	Acquired		Common Stock (113100)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	170326	Direct
Common Stock	500000	Indirect
Common Stock	12095	Indirect

Footnotes

F1: Total includes 170,326 shares owned outright (of which 4,030 were acquired on 12/31/2012 through the Employee Stock Purchase Plan).

F2: Transaction involved a gift of shares to a trust for the benefit of a member of the Reporting Person's family. The Reporting Person retains voting and investment control over the gifted shares and therefore, the 500,000 shares remain beneficially owned by the Reporting Person.

F3: Each Restricted Stock Unit represents a contingent right to receive one share of Radian Group Inc. common stock.

F4: Not Applicable.

F5: Non-Qualified Stock Option: Vesting is 50% on or after the third anniversary of the grant and 50% on or after 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 ending at any point on or after the third anniversary of the grant date.

F6: Performance Based Restricted Stock Units ("RSUs"): Vesting occurs on the third anniversary of the grant date, with a potential payout ranging from 0% to 200% of the target award based on Radian's absolute and relative total stockholder return ("TSR") over the three year performance period, subject to a maximum cap (the "Maximum Cap") of 6 times the value of award on the grant date. Radian's relative TSR will be measured against the median TSR of a peer group consisting mainly of the companies listed on the NASDAQ Financial Index. Radian's absolute TSR will be applied to determine the maximum number of RSUs that may be awarded, with the grantee being eligible to receive a target payout only if Radian achieves an absolute TSR of at least 25% and a maximum payout of 200% of target only if Radian achieves an absolute TSR of at least 75%. TSR is measured generally as the change in market value of common stock during the performance period, plus dividends, as measured by comparing (x) the 20 day average trading price preceding and including the RSU date of grant, to (y) the 20 day average trading price preceding and including the last day of the performance period. The RSUs have no voting or dividend rights.

F7: The number of RSUs reported (113,100) represents the target award. As discussed in Footnote 6 above, at the end of the performance period the grantee may earn between 0% and 200% of the target award, subject to the Maximum Cap, based on the relative and absolute performance of Radian's TSR.