Exhibit 10.1

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the “ Agreement ”) is entered into by and between Radian Group Inc. (the “ Company ”) and Richard G. Thornberry (the “ Executive ”) as of February 8, 2017 the “ Effective Date ”).

WHEREAS, the Company desires to employ the Executive as its Chief Executive Officer and the Executive desires to serve in such capacity on behalf of the Company.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements hereinafter set forth, the Company and the Executive hereby agree as follows:

1. Employment .

(a) Term . The Executive’s employment with the Company will begin on March 6, 2017. The initial term of this Agreement shall begin on the first day of the Executive’s employment with the Company (the “ Employment Date ”) and shall continue for three years thereafter, unless sooner terminated by either party as set forth below, or until the termination of the Executive’s employment, if earlier. The term of this Agreement shall automatically renew for periods of one-year unless either party gives the other party written notice at least 90 days prior to the end of the then existing term or at least 90 days prior to the end of any one-year renewal period that the term of the Agreement shall not be further extended. The period commencing on the Employment Date and ending on the date on which the term of the Agreement terminates is referred to herein as the “ Term .”

(b) Duties . During the Term, the Executive shall serve as the Chief Executive Officer of the Company with duties, responsibilities and authority commensurate therewith and shall report to the Board of Directors of the Company (the “ Board ”). The Executive shall perform all duties and accept all responsibilities incident to such position as is set forth in the Company’s Guidelines of Corporate Governance (as in effect on the Effective Date or as may be modified thereafter after consultation with the Executive) and as otherwise may be reasonably assigned to the Executive by the Board, consistent with his position as Chief Executive Officer. The Executive will be appointed as a member of the Board effective as of the Employment Date, and the Company shall cause the Executive to be nominated as a member of the Board at each annual meeting of stockholders of the Company during the Term at which the Executive’s Board seat is up for re-election. The Executive represents to the Company that the Executive is not subject to or a party to any employment agreement, non-competition covenant, or other agreement that would be breached by, or prohibit the Executive from executing, this Agreement and performing fully the Executive’s duties and responsibilities hereunder.

(c) Best Efforts . During the Term, the Executive shall devote his best efforts and all or substantially all of his full business time and attention to promote the business and affairs of the Company and its affiliated entities, and shall be engaged in other business activities only to the extent that such activities: (1) do not materially interfere or conflict with the Executive’s obligations to the Company hereunder, including, without limitation, obligations pursuant to Section 14 below, the Restrictive Covenants Agreement (as defined below), the other agreements described in Section 14 of this Agreement, and the Company’s Code of Conduct and Ethics, as in

1

effect on the Effective Date or as may be modified thereafter after consultation with the Executive (the “ Code of Conduct ”), and (2) such other business activities have been reviewed, and if necessary approved, in accordance with the Company’s Guidelines of Corporate Governance. The Executive may, without further review or consent, (i) deliver lectures, fulfil speaking engagements or lecture at educational institutions, (ii) manage personal investments, or (iii) engage in the activities described in Exhibit A hereto subject to the limitations set forth in Exhibit A ; provided that, in the case of (i), (ii) or (iii) above, the Executive complies with his obligations and conditions under Section 14 of this Agreement, the Restrictive Covenants Agreement, the other agreements described in Section 14, and the Company’s Code of Conduct.

(d) Principal Place of Employment . The Executive understands and agrees that his principal place of employment shall be in the Company’s headquarters offices located in the Philadelphia, Pennsylvania metropolitan area and that the Executive shall be required to travel for business in the course of performing his duties for the Company. The Executive further agrees that he will relocate to the Philadelphia, Pennsylvania metropolitan area as a condition of his employment, as soon as practicable, and not later than 180 days, after the Employment Date. The 180 day period in the preceding sentence may be extended with approval of the Compensation and Human Resources Committee of the Board (the “ Compensation Committee ”).

2. Compensation .

(a) Base Salary . During the Term, the Company shall pay the Executive a base salary (“ Base Salary ”), at the annual rate of $750,000, which shall be paid in installments in accordance with the Company’s normal payroll practices. The Executive’s Base Salary shall be reviewed annually by the independent directors of the Board and may be increased (but not decreased) as the independent directors, upon the recommendation of the Compensation Committee, deem appropriate.

(b) STI/MTI Incentive Plan . With respect to each fiscal year of the Company ending during the Term, the Executive shall be eligible to earn an incentive award under the Radian Group Inc. STI/MTI Incentive Plan for Executive Employees, or any successor plan (the “ STI/MTI Plan ”) pursuant to the terms and conditions of the STI/MTI Plan. The Executive’s incentive award shall be paid at such times and in such manner as set forth in the STI/MTI Plan. Prior to or at the beginning of each fiscal year of the Company, the independent directors of the Board (upon the recommendation of the Compensation Committee) shall determine the Target Incentive Award (as defined in the STI/MTI Plan) for the Executive, taking into consideration such factors as the independent directors deem appropriate. The Executive’s Target Incentive Award under the STI/MTI Plan for 2017 (i.e. for the 2017-2018 STI/MTI period) shall be $1,500,000. Notwithstanding the terms of the STI/MTI Plan, “Cause” as used therein shall be deemed to refer to the definition of Cause contained in this Agreement, and any provision therein relating to the Executive’s termination of employment by the Company without Cause shall be deemed to include a resignation by the Executive for Good Reason hereunder.

(c) Sign-On Bonus . As an inducement for the Executive to join the Company in the role of Chief Executive Officer and to compensate the Executive for certain costs associated with transitioning his prior business activities, the Company shall pay the Executive a sign-on bonus in the amount of $500,000 (the “ Sign-On Bonus ”). The Sign-On Bonus shall be paid in a lump sum

2

within 30 days following the Employment Date. The Executive shall be required to repay the full amount of the Sign-On Bonus if, prior to the first anniversary of the Employment Date, the Executive’s employment terminates either (1) by the Company for Cause (as defined below) or (2) by the Executive for any reason other than Good Reason (as defined below). For the avoidance of doubt, the Executive shall not be required to repay any portion of the Sign-On Bonus by reason of termination of employment for any other reason (including, without limitation, death or Disability).

(d) Restricted Stock Unit Grant . In order to further align the Executive with the Company’s stockholders, the Compensation Committee will grant the Executive restricted stock units with a grant date value (based on the closing price of a share of Company common stock on the Employment Date) of $1,000,000 (the “ Sign-On RSUs ”), upon the Employment Date. The Sign-On RSUs shall vest in equal installments of one-third of the award on each of the second, third and fourth anniversaries of the Employment Date, subject to the Executive’s continued employment with the Company and shall be substantially in the form attached as Exhibit B hereto.

(e) Long-Term Incentive Opportunity . The Executive shall be eligible to receive long-term incentive awards in respect of each fiscal year during the Term (“ LTI ”) under the Company’s long-term incentive program in an amount and on terms established by the Committee, commensurate with his position as Chief Executive Officer. For the 2017 fiscal year, the Executive shall be granted equity awards in connection with the Company’s regular grant cycle having an aggregate grant date value of $3,000,000 on terms established by the Committee, which shall be no less favorable than such terms as established generally for executive officers of the Company. Without limiting the scope of the foregoing, LTI awards shall contain retirement-based vesting provisions, as determined by the Compensation Committee after consultation with the Executive, that define retirement as termination of employment after either attainment of age 55 with at least 10 years of service or attainment of age 65 with at least 5 years of service.

(f) Target Compensation after 2017 . The Executive’s Target Incentive Award under the STI/MTI Plan and target LTI shall be reviewed annually by the independent directors pursuant to the normal performance review policies for the CEO, with such targets established by the independent directors in their sole discretion, following a recommendation by the Compensation Committee. For each full fiscal year of the Term after 2017, the total of the Executive’s Base Salary, Target Incentive Award under the STI/MTI Plan, and target LTI shall be no less than $5,250,000, with the actual realized pay to the Executive primarily dependent on performance under the STI/MTI Plan and LTI awards to the Executive.

3. Retirement and Welfare Benefits . During the Term, the Executive shall be eligible to participate in the Company’s health, life insurance (at the CEO level of coverage), long-term disability, retirement, deferred compensation, stock purchase and welfare benefit plans and programs available to executives of the Company, pursuant to their respective terms and conditions. Nothing in this Agreement shall preclude the Company or any affiliate of the Company from terminating or amending any employee benefit plan, program or policy from time to time after the Effective Date.

3

4. Vacation . During the Term, the Executive shall be entitled to 30 days of paid time off (vacation and sick leave) each year, as well as Company holidays at levels commensurate with those provided to other executive officers of the Company, in accordance with the Company’s paid time off and holiday policies.

5. Expenses; Relocation Benefits .

(a) Expenses . The Company shall reimburse the Executive for all necessary and reasonable travel (which shall not include commuting) and other business expenses incurred by the Executive in the performance of his duties hereunder in accordance with the Company’s expense reimbursement policy for executives.

(b) Relocation Benefits . The Executive shall receive relocation benefits for his move to the Philadelphia, PA area from St. Louis, Missouri, as set forth in Exhibit C . The Executive shall be required to repay the full amount of the relocation benefits if, prior to the first anniversary of the Employment Date, the Executive’s employment terminates either (1) by the Company for Cause or (2) by the Executive for any reason other than Good Reason. For the avoidance of doubt, the Executive shall not be required to repay any portion of the relocations benefits by reason of termination of employment for any other reason (including, without limitation, death or Disability).

6. Termination without Cause; Resignation for Good Reason . The Company may terminate the Executive’s employment at any time without Cause upon 15 days advance written notice (or pay in lieu of notice). The Executive may initiate a termination of employment by resigning for Good Reason as described below. Upon termination by the Company without Cause or resignation by the Executive for Good Reason, if the Executive executes and does not revoke a written Release (as defined below), the Executive shall be entitled to receive, in lieu of any payments under any severance plan or program for employees or executives, the following:

(a) The Company shall pay the Executive an amount equal to two times the Executive’s annual Base Salary, which shall be paid as follows: (i) the maximum amount that can be paid under the “separation pay” exception under section 409A of the Internal Revenue Code of 1986, as amended (the “ Code ”) shall be paid in 12 equal monthly installments following the Executive’s termination date, in accordance with the Company’s normal payroll practices, with the first payment to be made within 60 days following such termination of employment, and (ii) the remainder of such benefit shall be paid in a lump sum between March 1 and March 15 of the calendar year following the year in which the Executive’s termination date occurs. The first payment under clause (i) shall include any payments for the period from the termination date to the commencement date of payments.

(b) The Company shall pay the Executive an amount equal to two times the Executive’s Target Incentive Award established under the STI/MTI Plan either (i) for the year in which the termination date occurs (or if it has not yet been established, the Target Incentive Award established for the immediately preceding year), or (ii) the Executive’s Target Incentive Award under the STI/MTI Plan for 2017, whichever is greater, which amount shall be paid in a lump sum between March 1 and March 15 of the calendar year following the year in which the Executive’s termination date occurs.

4

(c) The Company shall pay the Executive a pro-rated Target Incentive Award under the STI/MTI Plan either (i) for the year in which the termination date occurs (or if it has not yet been established, the Target Incentive Award established for the immediately preceding year), or (ii) the Executive’s Target Incentive Award under the STI/MTI Plan for 2017, whichever is greater, which amount shall be paid in a lump sum within 60 days following the Executive’s termination date, except as provided below. The prorated Target Incentive Award shall equal (x) the Target Incentive Award established under the STI/MTI Plan either (i) for the year in which the termination date occurs (or the immediately preceding year such Target Incentive Award has not yet been established), or (ii) the Executive’s Target Incentive Award under the STI/MTI Plan for 2017, whichever is greater, multiplied by (y) a fraction, the numerator of which is the number of full completed days of employment with the Company from the beginning of the calendar year through the termination date, and the denominator of which is the number of days in such year. Notwithstanding the foregoing, if the Compensation Committee determines, prior to the year in which the Executive’s termination date occurs, that the Executive’s STI/MTI Plan bonus for the year in which the Executive’s termination date occurs is intended to satisfy the requirements for “performance-based compensation” under section 162(m) of the Code and the Target Incentive Award has been established by the termination date, the pro-rated STI/MTI Plan bonus payable under this subsection (c) shall be equal to the bonus that is payable based on the Company’s attainment of the applicable performance goals for the performance period (and not the Target Incentive Award), multiplied by the fraction described in clause (y) above. Such pro-rated bonus shall be paid at the same time as such bonuses are paid to other executives of the Company, consistent with the requirements of section 162(m) of the Code for “performance-based compensation,” but no later than March 15 of the calendar year following the year in which the Executive’s termination date occurs.

(d) During the period beginning on the date of the Executive’s termination date and ending on the first to occur of (i) 18 months after the termination date, (ii) the date on which the Executive becomes eligible for health coverage by a successor employer, or (iii) the date on which the Executive becomes eligible to elect medical coverage under Social Security Medicare or otherwise ceases to be eligible for continued health coverage under the Company’s group health plan under the Consolidated Omnibus Budget Reconciliation Act (“ COBRA ”) (the “ Coverage Period ”), if the Executive elects to receive continued health coverage under the Company’s health plan under COBRA at a level of coverage at or below the Executive’s level of coverage in effect on the date of the Executive’s termination of employment, and the Executive pays the full monthly COBRA premium cost for such health coverage, the Company shall reimburse the Executive monthly an amount equal to the monthly COBRA premium paid by the Executive, less the premium charge that is paid by the Company’s active employees for such coverage as in effect on the date of the Executive’s termination of employment (the “ COBRA Reimbursement ”). The payments shall commence on the first payroll date that is administratively practicable after the Executive’s termination date, and within 60 days after the Executive’s termination date. The first payment shall include any payments for the period from the termination date to the commencement date. The Company shall reimburse the Executive under this subsection only for the portion of the Coverage Period during which the Executive continues COBRA coverage under the Company’s health plan. The Executive agrees to notify the Company promptly of the Executive’s coverage under an alternative health plan upon becoming covered by such alternative plan. The COBRA health care continuation coverage period under section 4980B of the Code shall run concurrently with the Coverage Period.

5

(e) The Executive’s Sign-On RSUs shall become fully vested as of the termination date, and shall be settled as soon as practicable, and in any event within 60 days, following the termination date, in accordance with the terms of the grant agreement.

(f) The Company shall also pay the Accrued Obligations, regardless of whether the Executive executes or revokes the Release.

7. Cause . The Company may terminate the Executive’s employment at any time for Cause upon written notice to the Executive, in which event all payments under this Agreement shall cease, except for the Accrued Obligations.

8. Voluntary Resignation without Good Reason . The Executive may voluntarily terminate employment without Good Reason for any reason upon 30 days’ prior written notice to the Company. In such event, after the effective date of such termination, no payments shall be due under this Agreement, except for the Accrued Obligations.

9. Disability . If the Executive incurs a Disability during the Term, the Company may terminate the Executive’s employment on or after the date of Disability. If the Executive’s employment terminates on account of Disability, the Executive shall receive the Accrued Obligations. Otherwise, the Company shall have no further liability or obligation under this Agreement to the Executive. For purposes of this Agreement, the term “ Disability ” shall mean a physical or mental impairment of sufficient severity that the Executive is both eligible for and in receipt of benefits under the long-term disability program maintained by the Company.

10. Death . If the Executive dies during the Term, the Executive’s employment shall terminate on the date of death, the Executive’s executor, legal representative, administrator or designated beneficiary, as applicable, shall receive the Accrued Obligations. Otherwise, the Company shall have no further liability or obligation under this Agreement to the Executive’s executors, legal representatives, administrators, heirs or assigns or any other person claiming under or through the Executive.

11. Resignation of Positions . Effective as of the date of any termination of employment, the Executive shall resign all Company-related positions, including as an officer and director of the Company and its affiliates.

12. Definitions . For purposes of this Agreement, the following terms shall have the following meanings:

(a) “ Accrued Obligations ” shall mean (i) all accrued but unpaid Base Salary, and all accrued but unused PTO under the terms of the Company’s PTO policy, through the date of termination of the Executive’s employment, (ii) any unpaid or unreimbursed expenses incurred through the date of such termination in accordance with Section 5 hereof, and (iii) any vested accrued compensation, equity awards or benefits provided under the Company’s employee incentive or benefit plans upon or following a termination of employment, in accordance with the terms of the applicable plan, including without limitation the STI/MTI Plan, but excluding any separate Company severance plan or policy.

6

(b) “ Cause ” shall mean any of the grounds for termination of the Executive’s employment listed below, after the Executive has been provided with an opportunity to meet with the Board with respect to the determination of Cause:

(1) the Executive’s indictment for, conviction of, or pleading nolo contendere to, a felony or a crime involving fraud, misrepresentation, or moral turpitude (excluding traffic offenses other than traffic offenses involving the use of alcohol or illegal substances);

(2) the Executive’s fraud, dishonesty, theft, or misappropriation of funds in connection with the Executive’s duties with the Company and its affiliates;

(3) the Executive’s material violation of the Company’s Code of Conduct;

(4) the Executive’s gross negligence or willful misconduct in the performance of the Executive’s duties with the Company and its affiliates; or

(5) the Executive’s breach of Section 14 of this Agreement or any covenants contained in the Restrictive Covenants Agreement (except any breach relating to the Company’s Code of Conduct, which shall be governed by clause (3) above) or any other agreement described in Section 14, or the Executive’s material breach of any other provision of this Agreement.

(c) “ Good Reason ” shall mean:

(1) the scope of the Executive’s duties, responsibilities and reporting lines as the Chief Executive Officer of the Company are, in the aggregate, materially reduced ;

(2) any material change in the geographic location at which the Executive must perform the Executive’s duties to the Company and its affiliates, which, for purposes of this Agreement, means the permanent relocation of the Executive’s principal place of employment to any office or location which is located more than 100 miles from the location where the Executive is based immediately prior to the change in location;

(3) any action or inaction that constitutes a material breach of this Agreement by the Company; or

(4) the provision by the Company to the Executive of written notice pursuant to Section 1(a) that the Term of the Agreement shall not be further extended, provided that the Executive is willing and able to continue in employment under the terms of the Agreement, if extended. The Executive shall be deemed to be willing and able to continue in employment under the terms of the Agreement if he so states in the written notice of termination described in the following sentence.

In order to terminate employment for Good Reason, the Executive must provide a written notice of termination with respect to termination for Good Reason to the Company within 60 days after the event constituting Good Reason has occurred. The Company shall have a period of 30 days in which it may correct the act, or the failure to act, that gave rise to the Good Reason event as set forth in the notice of termination. If the Company does not correct the act, or the failure to act, the Executive must terminate employment for Good Reason within 30 days after the end of

7

the cure period, in order for the termination to be considered a Good Reason termination; provided that in the event of a termination on account of non-renewal of the Agreement under clause (4) above, the termination date shall not be earlier than the scheduled end of the Term. Notwithstanding the foregoing, in no event will the Executive have Good Reason for termination if an event described in Section 12(b)(1) occurs in connection with the Executive’s inability to substantially perform the Executive’s duties on account of short-term or long-term disability.

(d) “ Release ” shall mean a release in the form attached hereto as Exhibit D , with such changes as the Company deems appropriate to comply with applicable law.

13. Section 409A .

(a) This Agreement is intended to comply with section 409A of the Code and its corresponding regulations, or an exemption, and payments may only be made under this Agreement upon an event and in a manner permitted by section 409A of the Code, to the extent applicable. Severance benefits under this Agreement are intended to be exempt from section 409A of the Code under the “short-term deferral” exception, to the maximum extent applicable, and then under the “separation pay” exception, to the maximum extent applicable. Notwithstanding anything in this Agreement to the contrary, to the extent required by section 409A of the Code, if the Executive is considered a “specified employee” for purposes of section 409A of the Code and if payment of any amounts under this Agreement is required to be delayed for a period of six months after separation from service pursuant to section 409A of the Code, payment of such amounts shall be delayed as required by section 409A of the Code, and the accumulated amounts shall be paid in a lump sum payment within ten days after the end of the six-month period. If the Executive dies during the postponement period prior to the payment of benefits, the amounts withheld on account of section 409A of the Code shall be paid to the personal representative of the Executive’s estate within 60 days after the date of the Executive’s death.

(b) All payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” under section 409A of the Code. For purposes of section 409A of the Code, each payment hereunder shall be treated as a separate payment and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may the Executive, directly or indirectly, designate the calendar year of a payment. Notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment of any amounts of deferred compensation subject to section 409A of the Code, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year.

(c) All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year, (iii) the

8

reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit.

14. Restrictive Covenants .

(a) The Executive agrees to comply with the restrictive covenants and agreements set forth in the Restrictive Covenants Agreement attached hereto as Exhibit E (the “ Restrictive Covenants Agreement ”), which the Executive agrees to sign as a condition of this Agreement, the attached Exhibit A (which is hereby incorporated into this Section 14 by this reference), and all other written agreements between the Company and the Executive containing non-competition, non-solicitation, confidentiality, inventions assignment, non-disparagement and other restrictive covenants. Without limiting the foregoing, all references in this Agreement to Section 14 shall include the provisions of Exhibit A .

(b) Notwithstanding anything in this Agreement to the contrary, if the Executive breaches any of the Executive’s obligations under this Section 14, the Company shall be obligated to provide only the Accrued Obligations, and all other payments under this Agreement shall cease. In such event, the Company may require that the Executive repay all amounts theretofore paid to him pursuant to Section 6 hereof (other than the Accrued Obligations), and in such case, the Executive shall promptly repay such amounts on the terms determined by the Company.

15. Legal Action . The Executive irrevocably and unconditionally (1) agrees that any legal proceeding arising out of this Agreement shall be brought solely in the United States District Court for Eastern District of Pennsylvania, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in general jurisdiction in Philadelphia County, Pennsylvania, (2) consents to the exclusive jurisdiction of such court in any such proceeding, and (3) waives any objection to the laying of venue of any such proceeding in any such court. The Executive also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers.

16. Survival . The respective rights and obligations of the parties under this Agreement (including Sections 14 and 15) shall survive any termination of the Executive’s employment or termination or expiration of this Agreement to the extent necessary to the intended preservation of such rights and obligations.

17. No Mitigation or Set Off . In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement, and such amounts shall not be reduced, regardless of whether the Executive obtains other employment. 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.

18. Section 280G . In the event of a change in ownership or control under section 280G of the Code, if it shall be determined that any payment or distribution in the nature of compensation

9

(within the meaning of section 280G(b)(2) of the Code) to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a “ Payment ”), would constitute an “excess parachute payment” within the meaning of section 280G of the Code, the aggregate present value of the Payments under the Agreement shall be reduced (but not below zero) to the Reduced Amount (defined below) if and only if the Accounting Firm (described below) determines that the reduction will provide the Executive with a greater net after-tax benefit than would no reduction. No reduction shall be made unless the reduction would provide the Executive with a greater net after-tax benefit. The determinations under this Section shall be made as follows:

(a) The “ Reduced Amount ” shall be an amount expressed in present value which maximizes the aggregate present value of Payments under this Agreement without causing any Payment under this Agreement to be subject to the Excise Tax (defined below), determined in accordance with section 280G(d)(4) of the Code. The term “ Excise Tax ” means the excise tax imposed under section 4999 of the Code, together with any interest or penalties imposed with respect to such excise tax.

(b) Payments under this Agreement shall be reduced on a nondiscretionary basis in such a way as to minimize the reduction in the economic value deliverable to the Executive. Where more than one payment has the same value for this purpose and they are payable at different times, they shall be reduced on a pro rata basis. Only amounts payable under this Agreement shall be reduced pursuant to this Section.

(c) All determinations to be made under this Section shall be made by an independent certified public accounting firm selected by the Company and agreed to by the Executive immediately prior to the change in ownership or control transaction (the “ Accounting Firm ”). The Accounting Firm shall provide its determinations and any supporting calculations both to the Company and the Executive within ten days of the transaction. Any such determination by the Accounting Firm shall be binding upon the Company and the Executive. All of the fees and expenses of the Accounting Firm in performing the determinations referred to in this Section shall be borne solely by the Company.

19. Legal Fees . The Company will reimburse the Executive for up to $25,000 of documented legal fees that are reasonably related to the Executive’s prospective employment with the Company, including the review and negotiation of this Agreement.

20. Notices . All notices and other communications required or permitted under this Agreement or necessary or convenient in connection herewith shall be in writing and shall be deemed to have been given when hand delivered or mailed by registered or certified mail, as follows (provided that notice of change of address shall be deemed given only when received):

If to the Company, to:

Anita Scott, SVP Human Resources

Radian Group Inc.

1601 Market Street

Philadelphia, PA 19103

10

If to the Executive, to the most recent address on file with the Company or to such other names or addresses as the Company or the Executive, as the case may be, shall designate by notice to each other person entitled to receive notices in the manner specified in this Section.

21. Withholding . All payments under this Agreement shall be made subject to applicable tax withholding, and the Company shall withhold from any payments under this Agreement all federal, state and local taxes as the Company is required to withhold pursuant to any law or governmental rule or regulation. Except as otherwise provided herein, the Executive shall bear all expense of, and be solely responsible for, all federal, state and local taxes imposed on the Executive with respect to any payment received under this Agreement.

22. Remedies Cumulative; No Waiver . No remedy conferred upon a party by this Agreement is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to any other remedy given under this Agreement or now or hereafter existing at law or in equity. No delay or omission by a party in exercising any right, remedy or power under this Agreement or existing at law or in equity shall be construed as a waiver thereof, and any such right, remedy or power may be exercised by such party from time to time and as often as may be deemed expedient or necessary by such party in its sole discretion.

23. Assignment . 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, executors, administrators, legal representatives, successors and assigns of the parties hereto, except that the duties and responsibilities of the Executive under this Agreement are of a personal nature and shall not be assignable or delegable in whole or in part by the Executive. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, within 15 days of such succession, expressly to assume and agree to perform this Agreement in the same manner and to the same extent as the Company would be required to perform if no such succession had taken place, and the Executive acknowledges that in such event the obligations of the Executive hereunder, including but not limited to those under Section 14, will continue to apply in favor of the successor.

24. Company Policies . Employment with the Company is conditioned on the Executive’s agreement to comply with the Code of Conduct, which shall be evidenced by his execution thereof. The Company shall present the Code of Conduct to the Executive for signature upon or prior to the Employment Date. The Executive, this Agreement, and the compensation payable hereunder, as applicable, shall be subject to any applicable clawback or recoupment policies, stock ownership policies, share trading policies, the Code of Conduct, and other written policies that are in place as of the Effective Date and as may be revised or implemented by the Company from time to time as applicable to officers of the Company, in each case after consultation with the Executive.

25. Indemnification . As to any matter occurring or arising during the Executive’s employment with the Company or its affiliates, the Company hereby covenants and agrees to indemnify the Executive and hold him harmless fully, completely, and absolutely against and in respect to any and all actions, suits, proceedings, claims, demands, judgments, costs, reasonable

11

expenses (including reasonable attorney’s fees), losses and damages (collectively, “ Claims ”) resulting from his performance of his duties and obligations as an employee, officer or director of the Company or any of its affiliates to the extent provided by the bylaws of the Company and its affiliates (as in effect on the date hereof or as may be subsequently modified in consultation with the Executive); provided, however, that this indemnity shall not apply to any Claims that are a direct result of the Executive’s engaging in conduct that constitutes Cause. The Company will insure the Executive, for the duration of his employment, and thereafter in respect of his acts and omissions occurring during such employment under a contract of directors and officers liability insurance to the same extent as any such insurance insures members of the Board.

26. Entire Agreement . This Agreement sets forth the entire agreement of the parties hereto and supersedes any and all prior agreements and understandings concerning the Executive’s employment by the Company, other than the Restrictive Covenants Agreement. This Agreement may be changed only by a written document signed by the Executive and the Company.

27. Severability . If any provision of this Agreement or application thereof to anyone or under any circumstances is adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect any other provision or application of this Agreement which can be given effect without the invalid or unenforceable provision or application and shall not invalidate or render unenforceable such provision or application in any other jurisdiction. If any provision is held void, invalid or unenforceable with respect to particular circumstances, it shall nevertheless remain in full force and effect in all other circumstances.

28. Governing Law . This Agreement shall be governed by, and construed and enforced in accordance with, the substantive and procedural laws of Pennsylvania without regard to rules governing conflicts of law.

29. Counterparts . This Agreement may be executed in any number of counterparts (including facsimile counterparts), each of which shall be an original, but all of which together shall constitute one instrument.

<Signature Page Follows>

12

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first above written.

13

Exhibit A

Permitted Activities

14

15

Exhibit B

Restricted Stock Unit Agreement

16

Exhibit C

Relocation Benefits

Relocation benefits shall be provided to the Executive as follows:

(a) Home Finding Trip . The Company will reimburse the Executive for the expenses for two house-hunting trips to Philadelphia (not to exceed a total of 8 days), including transportation, lodging, meals, rental car and rental assistance fee.

(b) Temporary Housing . The Executive will be provided temporary housing in the Philadelphia area (using a Company preferred provider) for up to 60 days.

(c) Trips to Prior Home . The Company will reimburse the Executive for the transportation expense of four trips to the Executive’s prior home (every other weekend).

(d) Closing Costs . The Company will reimburse the Executive for the closing costs of purchasing a home in the Philadelphia, PA area, up to 3% of the purchase price of the home (excluding points or pre-payments).

(e) Home Sale Program . The Company will provide the Executive with an assisted home sale program that is designed to help the Executive sell his current primary residence without negative tax implications (using a Buyer Value Option).

(f) Moving Expenses . The Company will provide shipment of the Executive’s household goods (including packing and unpacking costs and up to 180 days of storage) from the Executive’s home in St. Louis Missouri to Philadelphia, PA through a Company preferred provider, up to a maximum weight of 20,000 pounds).

(g) Relocation Allowance . The Company will provide the Executive with a relocation allowance of $10,000, less applicable taxes, that is intended to compensate the Executive for miscellaneous costs associated with the Executive’s transfer. The relocation allowance will be paid within 30 days after the Employment Date.

(h) Taxes . The Company shall reimburse the Executive for any federal, state, local and FICA taxes imposed on the relocation expenses paid or reimbursed by the Company as described in this Exhibit, including this subsection (h), but excluding the relocation allowance described in subsection (g) above. Such reimbursements shall be provided as soon as practicable following the date on which the applicable taxes are incurred and shall comply with Treasury Regulation 1.409A-3(i)(1)(v) to the extent applicable.

(i) Other Terms . The Executive must be employed by the Company on the date the relevant expenses are incurred in order to receive the applicable reimbursement or payment. All reimbursements shall be subject to the terms of the Company’s expense reimbursement policy and shall be made consistently with the requirements of section 409A of the Code. All relocation benefits are subject to the requirements of Section 5(b) of the Agreement.

17

Exhibit D

Form of Release

This Release Agreement (this “ Agreement ”) is made by and between Richard G. Thornberry (“ Employee ”) and Radian Group Inc. (“ Radian ”). Employee and Radian are parties to this Agreement and are collectively referred to herein as the “ Parties .”

As used in this Agreement, any reference to Employee shall include Employee, and in their capacities as such, Employee’s heirs, administrators, representatives, executors, legatees, successors, agents and assigns. As used in this Agreement, any reference to the “ Company ” shall mean Radian and each subsidiary of Radian.

1. Release .

(a) In further consideration of the compensation provided to Employee pursuant to Section 6 of the Employment Agreement dated February 8, 2017 between Employee and Radian (the “ Employment Agreement ”) , Employee hereby agrees, subject to and without waiving any rights identified in Paragraph 2, Permitted Conduct, of this Agreement, to the maximum extent permitted by law, to irrevocably and unconditionally RELEASE AND FOREVER DISCHARGE the Company and each of its and their past or present parents, subsidiaries and affiliates, their past or present officers, directors, stockholders, employees and agents, their respective successors and assigns, heirs, executors and administrators, the pension and employee benefit plans of the Company and of the Company’s past or present parents, subsidiaries or affiliates, and the past or present trustees, administrators, agents or employees of all such pension and employee benefit plans (hereinafter collectively included within the term the “ Released Parties ”), acting in any capacity whatsoever, of and from any and all manner of actions and causes of actions, suits, debts, claims and demands whatsoever in law or in equity, whether known or unknown, which Employee may have, or which Employee’s heirs, executors or administrators may have against the Released Parties, by reason of any matter, cause or thing whatsoever from the beginning of Employee’s employment with the Company to and including the date on which Employee executes this Agreement, and particularly, but without limitation of the foregoing general terms, any claims arising from or relating in any way to Employee’s employment relationship and/or the termination of Employee’s employment relationship with the Company, including but not limited to, any claims which have been asserted, could have been asserted, or could be asserted now or in the future, which includes any claim or right based upon or arising under any federal, state or local fair employment practices or equal opportunity laws, including, but not limited to, any claims under Title VII of the Civil Rights Act of 1964, the Family and Medical Leave Act of 1993, the Equal Pay Act, the Employee Retirement Income Security Act (“ ERISA ”) (including, but not limited to, claims for breach of fiduciary duty under ERISA), the Americans With Disabilities Act, the Age Discrimination in Employment Act (“ ADEA ”), the Older Workers’ Benefit Protection Act, Pennsylvania Human Relations Act, Pennsylvania Equal Pay Law, Pennsylvania Pregnancy Guidelines of the Human Relations Commission, including all amendments thereto, and any other federal, state or local statutes or common law under which Employee can waive Employee’s rights, any contracts between the Released Parties and Employee, and all claims for counsel fees and costs.

18

(b) In waiving and releasing any and all claims against the Released Parties, whether or not now known to Employee, Employee understands that this means that if Employee later discovers facts different from or in addition to those facts currently known by Employee, or believed by Employee to be true, the waivers and releases of this Agreement will remain effective in all respects, despite such different or additional facts and Employee’s later discovery of such facts, even if Employee would not have agreed to this Agreement if Employee had prior knowledge of such facts.

(c) Notwithstanding anything in this Agreement to the contrary, Employee does not waive (i) any entitlements under the terms of Section 6 of the Employment Agreement, (ii) Employee’s existing right to receive vested accrued benefits under any equity grants or other plans or programs of the Company under which Employee has accrued benefits (other than under any Company separation or severance plan or programs), (iii) any claims that, by law, may not be waived, (iv) any rights or claims that may arise after the date Employee executes this Agreement, (v) any right to indemnification under the bylaws of the Company, or under any directors and officers insurance policy, with respect to Employee’s performance of duties as an employee or officer of the Company, and (vi) any claim or right Employee may have for unemployment insurance benefits, workers’ compensation benefits, state disability and/or paid family leave insurance benefits pursuant to the terms of applicable state law.

2. Permitted Conduct . Nothing in this Agreement shall prohibit or restrict Employee from initiating communications directly with, or responding to any inquiry from, or providing testimony before, the Equal Employment Opportunity Commission, the Department of Justice, the Securities and Exchange Commission, or any other federal, state or local regulatory authority. To the extent permitted by law, upon receipt of any subpoena, court order, or other legal process compelling the disclosure of any confidential information and trade secrets of the Company, Employee agrees to give prompt written notice to the Company so as to permit the Company to protect its interests in confidentiality to the fullest extent possible . Please take notice that federal law provides criminal and civil immunity to federal and state claims for trade secret misappropriation to individuals who disclose a trade secret to their attorney, a court, or a government official in certain, confidential circumstances that are set forth at 18 U.S.C. §§ 1833(b)(1) and 1833(b)(2), related to the reporting or investigation of a suspected violation of the law, or in connection with a lawsuit for retaliation for reporting a suspected violation of the law.

3. Restrictive Covenants .

(a) Employee agrees to comply with the restrictive covenants and agreements set forth in the Restrictive Covenants Agreement between Employee and Radian dated February 8, 2017, and all other written restrictive covenants and agreements with the Company containing non-competition, non-solicitation, confidentiality, inventions assignment, non-disparagement and other restrictive covenants, including Paragraph 3(b) below (collectively, the “ Restrictive Covenants ”). Employee expressly acknowledges that continuing to comply with the terms of the Restrictive Covenants is a material term of this Agreement. Employee acknowledges that in the event that Employee breaches any of the Restrictive Covenants, Radian shall be obligated to provide only the Accrued Obligations (as defined in the Employment Agreement), and all other payments under Section 6 of the Employment Agreement shall cease. In such event, Radian may

19

require that the Executive repay all amounts theretofore paid to him pursuant to Section 6 of the Employment Agreement (other than the Accrued Obligations), and in such case, Employee shall promptly repay such amounts on the terms determined by Radian.

(b) Employee agrees that Employee will not make or authorize any written or oral statements that are false or defamatory about the Company or the Company’s directors, officers or employees. This clause does not affect Employee’s rights under Section 2 (Permitted Conduct).

(c) The Company agrees that it will not, and will instruct its directors and senior officers to not, make or authorize any written or oral statements that are false or defamatory about the Executive.

4. Controlling Law . This Agreement and all matters arising out of, or relating to it, shall be governed by, and construed in accordance with, the laws of the Commonwealth of Pennsylvania.

5. Jurisdiction . Any action arising out of, or relating to, any of the provisions of this Agreement shall be brought and prosecuted only in the United States District Court for the Eastern District of Pennsylvania, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in Philadelphia, Pennsylvania, and the jurisdiction of such court in any such proceeding shall be exclusive. Employee also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers.

6. Severability . If any provision of this Agreement is construed to be invalid, unlawful or unenforceable, then the remaining provisions hereof shall not be affected thereby and shall be enforceable without regard thereto, except that, in the event the release in Paragraph 1 is held to be unlawful, invalid or unenforceable, any payments made pursuant to Section 6 of the Employment Agreement (other than the Accrued Obligations) shall be returned to the Company and no further consideration shall be due. If any covenant or agreement 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.

7. ACKNOWLEDGEMENT . Employee hereby acknowledges that:

(a) The Company advises Employee to consult with an attorney before signing this Agreement;

(b) Employee has obtained independent legal advice from an attorney of Employee’s own choice with respect to this Agreement or Employee has knowingly and voluntarily chosen not to do so;

(c) Employee freely, voluntarily and knowingly entered into this Agreement after due consideration;

(d) Employee had 21 days to review and consider this Agreement;

20

(e) If Employee knowingly and voluntarily chooses to do so, Employee may accept the terms of this Agreement on or after the date of Employee’s termination of employment but before the 21 day consideration period provided for above has expired;

(f) Employee is signing this Agreement on or after the date of Employee’s termination of employment;

(g) Employee has a right to revoke this Agreement by notifying                     at the Company in writing within seven days of Employee’s execution of this Agreement. Unless revoked, this Agreement will become effective on the eighth day following its execution (the “ Effective Date ”);

(h) Changes to the Company’s offer contained in this Agreement that are immaterial will not restart the consideration period;

(i) In exchange for Employee’s waivers, releases and commitments set forth herein, including Employee’s waiver and release of all claims arising under the ADEA, the payments, benefits and other considerations that Employee is receiving pursuant to this Agreement exceed any payment, benefit or other thing of value to which Employee would otherwise be entitled, and are just and sufficient consideration for the waivers, releases and commitments set forth herein; and

(j) No promise or inducement has been offered to Employee, except as expressly set forth herein, and Employee is not relying upon any such promise or inducement in entering into this Agreement.

(k) EMPLOYEE REPRESENTS THAT EMPLOYEE HAS READ THE TERMS OF THIS AGREEMENT, THAT THIS AGREEMENT IS WRITTEN IN A MANNER THAT EMPLOYEE CAN UNDERSTAND AND THAT THE COMPANY HAS NOT MADE ANY REPRESENTATIONS CONCERNING THE TERMS OR EFFECTS OF THIS AGREEMENT OTHER THAN THOSE CONTAINED HEREIN.

21

EMPLOYEE FREELY AND VOLUNTARILY AGREES TO ALL THE TERMS AND CONDITIONS HEREOF, AND SIGNS THE SAME AS EMPLOYEE’S OWN FREE ACT.

IN WITNESS WHEREOF, and intending to be legally bound, the Parties agree to the terms of this Agreement.

22

Exhibit E

Restrictive Covenants Agreement

23

In consideration of your employment with the Company, the compensation the Company has agreed to pay you, and your access to Confidential Information and Trade Secrets (as such term is defined below), the receipt and sufficiency of which you acknowledge, you agree to this Restrictive Covenants Agreement (this “ Agreement ”), as follows:

1.     Restrictive Covenants .

(a)    You acknowledge and agree that, during, and, as applicable, after your employment with the Company, you will be subject to, and will comply with, the applicable confidentiality and other terms specified in the Company’s Code of Conduct and Ethics as in effect on the date hereof and as modified thereafter after consultation with the Executive, including terms applicable to former employees. The Code of Conduct and Ethics can be accessed via this link, Code of Conduct . The Code of Conduct and Ethics, including any future revisions to the Code of Conduct and Ethics that are made during your employment after consultation with you, are incorporated into and made a part of this Agreement as if fully set forth herein.

(b)    You acknowledge that your relationship with the Company is one of confidence and trust such that you are, and may in the future be, privy to and/or you will develop Confidential Information and Trade Secrets of the Company. Subject to the provisions of subsection (k), you agree that, at all times during your employment and after your employment with the Company terminates for any reason, whether by you or by the Company, you will hold in strictest confidence and will not disclose, use, or publish any Confidential Information and Trade Secrets, except as and only to the extent such disclosure, use, or publication is required during your employment with the Company for you to fulfill your job duties and responsibilities to the Company. At all times during your employment and after your termination of employment, you agree that you shall take all reasonable precautions to prevent the inadvertent

1

or accidental disclosure of Confidential Information and Trade Secrets. You hereby assign to the Company any rights you may have or acquire in Confidential Information and Trade Secrets, whether developed by you or others, and you acknowledge and agree that all Confidential Information and Trade Secrets shall be the sole property of the Company and its assigns. For purposes of this Agreement, “ Confidential Information and Trade Secrets ” shall mean information that the Company owns or possesses, that the Company has developed at significant expense and effort, that the Company uses or that is potentially useful in the business of the Company, that the Company treats as proprietary, private, or confidential, except such information that (i) is generally known or becomes known to the public absent any breach of this Agreement or the Code of Conduct by you, or (ii) as otherwise permitted by this Agreement or the Code of Conduct.

(c)    You acknowledge that any and all Inventions that are conceived, created, developed, designed, or reduced to practice by you, alone or with others, during the course and/or within the scope of your employment with the Company, whether before or after the date of this Agreement, belong to the Company (“ Company Invention(s) ”). You hereby irrevocably assign to the Company, without further consideration, all right, title, and interest that you may presently have or acquire (throughout the United States and in all foreign countries), free and clear of all liens and encumbrances, in and to each Company Invention and each such Company Invention shall be the sole property of the Company, whether or not patentable, copyrightable, or otherwise legally protectable. “ Inventions ” as used herein shall mean all intellectual property, ideas, processes, trademarks, service marks, inventions, technology, computer programs, original works of authorship, designs, formulas, discoveries, patents, copyrights, moral rights (including but not limited to rights to attribution or integrity), and all improvements, rights, and claims related to the foregoing. Notwithstanding the foregoing, Company Inventions shall not include Inventions that were conceived, created, developed, designed, or reduced to practice by you, alone or with others, during the course and/or within the scope of your employment with the NexSpring Entities, as defined below, before your employment with the Company.

(d)    You covenant and agree that (i) you will not bring with you, disclose or otherwise use any confidential, proprietary or trade secret information acquired from or owned by any prior employer or any other entity for which you have provided services, including the NexSpring Entities, whether that information was created by you or others, and (ii) you will not breach any restrictive covenant or agreement not to disclose or use confidential, proprietary or trade secret information with any such prior employer or other entity.

(e)    You acknowledge and agree that, during your employment with the Company, and during the 18-month period immediately following your termination of employment for any reason, and subject to subsection (m) below, you will not, without the Company’s express written consent, engage (directly or indirectly) in any employment or business activity that involves or is related to providing any mortgage- or real estate-related service or product that, during your employment, the Company provided or was actively engaged in developing through the use of Confidential Information and Trade Secrets, in any geographic location where the Company had an office or conducted business during your employment. You further agree that, given the nature of the business of the Company and your position with the Company, the geographic scope is appropriate and reasonable.

2

(f)    You acknowledge and agree that, during the term of your employment by the Company and during the 18-month period immediately following your termination of employment for any reason, and subject to subsection (m) below, you shall not, directly or indirectly through others, (i) hire or attempt to hire any employee of the Company, (ii) solicit or attempt to solicit any employee of the Company to become an employee, consultant, or independent contractor to, for, or of any other person or business entity, or (iii) solicit or attempt to solicit any employee, or any consultant or independent contractor of the Company to change or terminate his or her relationship with the Company, unless in each case more than six months shall have elapsed between the last day of such person’s employment or service with the Company and the first date of such solicitation or hiring or attempt to solicit or hire. If any employee, consultant, or independent contractor is hired or solicited by any entity that has hired or agreed to hire you, such hiring or solicitation shall be conclusively presumed to be a violation of this Agreement; provided, however, that any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire you, or by a headhunter employed by such entity, which does not involve you, shall not be a violation of this subsection (f).

(g)    You covenant and agree that, during the term of your employment by the Company and during the 18-month period immediately following your termination of employment for any reason, and subject to subsection (m) below, you shall not, either directly or indirectly through others:

(i)    solicit, divert, appropriate, or do business with, or attempt to solicit, divert, appropriate, or do business with, any customer for whom the Company provided goods or services within 12 months prior to your date of termination or any actively sought prospective customer of the Company for the purpose of providing such customer or actively sought prospective customer with services or products competitive with those offered by the Company during your employment with the Company; or

(ii)    encourage any customer for whom the Company provided goods or services within 12 months prior to your date of termination to reduce the level or amount of business such customer conducts with the Company.

(h)    You acknowledge and agree that the business of the Company is highly competitive, that the Confidential Information and Trade Secrets have been developed by the Company at significant expense and effort, and that the restrictions contained in this Section 1 are reasonable and necessary to protect the legitimate business interests of the Company.

(i)    The parties to this Agreement acknowledge and agree that any breach by you of any of the covenants or agreements contained in this Section 1 will result in irreparable injury to the Company, for which money damages could not adequately compensate the Company. Therefore, the Company shall have the right (in addition to any other rights and remedies which it may have at law or in equity) to seek to enforce this Section 1 and any of its provisions by injunction, specific performance, or other equitable relief, without bond and without prejudice to any other rights and remedies that the Company may have for a breach, or threatened breach, of the restrictive covenants set forth in this Section 1. You agree that in any action in which the Company seeks injunction, specific performance, or other equitable relief,

3

you will not assert or contend that any of the provisions of this Section 1 are unreasonable or otherwise unenforceable. You irrevocably and unconditionally (i) agree that any legal proceeding arising out of this Agreement may be brought only in the United States District Court for the Eastern District of Pennsylvania, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in Philadelphia County, Pennsylvania, (ii) consent to the sole and exclusive jurisdiction and venue of such court in any such proceeding, and (iii) waive any objection to the laying of venue of any such proceeding in any such court. You also irrevocably and unconditionally consent to the service of any process, pleadings, notices, or other papers.

(j)    If any portion of the covenants or agreements contained in this Section 1, or the application thereof, is construed to be invalid or unenforceable, the other portions of such covenants or agreements or the application thereof shall not be affected and shall 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 1 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. The covenants and agreements contained in this Section 1 shall survive the termination of your employment with the Company.

(k)    Nothing in this Agreement, including any restrictions on the use of Confidential Information and Trade Secrets, shall prohibit or restrict you from initiating communications directly with, or responding to any inquiry from, or providing testimony before, the Equal Employment Opportunity Commission, the Department of Justice, the Securities and Exchange Commission, or any other federal, state, or local regulatory authority.    To the extent permitted by law, upon receipt of any subpoena, court order, or other legal process compelling the disclosure of Confidential Information and Trade Secrets, you agree to give prompt written notice to the Company so as to permit the Company to protect its interests in confidentiality to the fullest extent possible. Please take notice that federal law provides criminal and civil immunity to federal and state claims for trade secret misappropriation to individuals who disclose a trade secret to their attorney, a court, or a government official in certain, confidential circumstances that are set forth at 18 U.S.C. §§ 1833(b)(1) and 1833(b)(2), related to the reporting or investigation of a suspected violation of the law, or in connection with a lawsuit for retaliation for reporting a suspected violation of the law.

(l)    Nothing in this Agreement shall be deemed to constitute the grant of any license or other right to you in respect of any Confidential Information and Trade Secrets or other data, tangible property, or intellectual property of the Company.

(m)    Should you violate any of the restrictive covenants of this Agreement, then the period of your breach of such covenant (“ Violation Period ”) shall stop the running of the corresponding Restricted Period. Once you resume compliance with the restrictive covenant, the Restricted Period applicable to such covenant shall be extended for a period equal to the Violation Period so that the Company enjoys the full benefit of your compliance with the restrictive covenant for the duration of the corresponding Restricted Period.

4

2.     Notification . You shall notify, and the Company has the right to notify, any person employing you as to the existence and provisions of this Agreement.

3.     Duration; Nature . This Agreement is binding during your employment and shall survive any termination of your employment. This Agreement does not bind the Company or you to employment for any specific period of time. Nothing in this Agreement shall be construed in any way to terminate, supersede, undermine, or otherwise modify your employment status as set forth in your Employment Agreement and your and Company’s respective right to terminate your employment in accordance with such agreement.

4.     No Conflicts . You are not a party to any existing agreement or employment with an entity that would prevent you from entering into and performing this Agreement in accordance with its terms, including, without limitation, any agreement subjecting you to a non-competition, non-solicitation, or confidentiality covenant; and you will not enter into any other agreement that is in conflict with your obligations under this Agreement.

5.     Compliance with Law . You acknowledge that the activities of the Company are subject to compliance with applicable laws and regulations. You agree to comply with all applicable laws.

6.     Amendment . No modification to any provision of this Agreement will be binding unless it is in writing and signed by both you and an authorized representative of the Company. No waiver of any rights under this Agreement will be effective unless in writing signed by the Company.

7.     Assignment . You recognize and agree that your obligations under this Agreement are of a personal nature and are not assignable or delegable in whole or in part by you. The Company may assign this Agreement to any affiliate or to any successor-in-interest (whether by sale of assets, sale of stock, merger, or other business combination). 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, executors, administrators, legal representatives, successors, and permitted assigns of you and the Company.

8.     Governing Law . The validity, construction, interpretation, and effect of this Agreement shall exclusively be governed by, and determined in accordance with, the applicable laws of the State of Delaware, excluding any conflicts or choice of law rule or principle.

5

I HAVE READ THIS AGREEMENT CAREFULLY AND I UNDERSTAND AND ACCEPT THE OBLIGATIONS THAT IT IMPOSES UPON ME WITHOUT RESERVATION. I SIGN THIS AGREEMENT VOLUNTARILY AND FREELY AND INTENDING TO BE LEGALLY BOUND.

6

Exhibit 10.3

RADIAN GROUP INC.

2014 EQUITY COMPENSATION PLAN

RESTRICTED STOCK UNIT GRANT

TERMS AND CONDITIONS

These Terms and Conditions (“ Terms and Conditions ”) are part of the Restricted Stock Unit Grant made as of             , 2017 (the “ Grant Date ”), by Radian Group Inc., a Delaware corporation (the “ Company ”), to Richard G. Thornberry, an employee of the Company (the “ Grantee ”).

RECITALS

WHEREAS , the Radian Group Inc. 2014 Equity Compensation Plan (the “ Plan ”) permits the grant of Restricted Stock Units in accordance with the terms and provisions of the Plan;

WHEREAS , the Company desires to grant Restricted Stock Units to the Grantee, and the Grantee desires to accept such Restricted Stock Units, on the terms and conditions set forth herein and in the Plan; and

WHEREAS , the applicable provisions of the Plan are incorporated into these Terms and Conditions by reference, including the definitions of terms contained in the Plan (unless such terms are otherwise defined herein).

NOW, THEREFORE , the parties hereto, intending to be legally bound hereby, agree as follows:

1.     Grant of Restricted Stock Units.

The Company hereby awards to the Grantee                      Restricted Stock Units (hereinafter, the “ Restricted Stock Units ”), subject to the vesting and other conditions of these Terms and Conditions.

2.     Vesting.

(a)     General Vesting Terms. Provided the Grantee remains employed by the Company or an Affiliate through the vesting date set forth in this Section 2 (the “ Vesting Date ”) and meets all applicable requirements set forth in these Terms and Conditions, except as set forth in Sections 2(b), 2(c), and 2(d) below, the Restricted Stock Units awarded under these Terms and

Conditions shall vest as follows (the period over which the Restricted Stock Units vest is referred to as the “ Restriction Period ”):

(b)     Death or Disability. In the event of the Grantee’s death or Disability while employed by the Company or an Affiliate during the Restriction Period, the Grantee’s Restricted Stock Units will automatically vest in full on the date of the Grantee’s death or Disability, as applicable. For purposes of these Terms and Conditions, the term “ Disability ” shall mean a physical or mental impairment of sufficient severity that the Grantee is both eligible for and in receipt of benefits under the long-term disability program maintained by the Company, and that meets the requirements of a disability under section 409A of the Code.

(c)     Termination without Cause. Subject to subsection (d) below, in the event (i) the Company terminates the Grantee’s employment during the Restriction Period for any reason other than for Cause (as defined below), death or Disability, or (ii) the Grantee resigns during the Restriction Period for Good Reason (as defined below), and in either case the Grantee executes and does not revoke a Release (as defined below), the Grantee’s Restricted Stock Units will automatically vest in full on the date of the Grantee’s termination of employment.

(d)     Change of Control. Notwithstanding the foregoing, if, during the Restriction Period, a Change of Control occurs and the Grantee’s employment with the Company and its Subsidiaries is terminated by the Company or an Affiliate without Cause, or the Grantee terminates employment for Good Reason, and the Grantee’s date of termination of employment (or in the event of the Grantee’s termination for Good Reason, the event giving rise to Good Reason) occurs during the period beginning on the date that is 90 days before the Change of Control and ending on the date that is one year following the Change of Control, the unvested Restricted Stock Units will automatically vest as of the Grantee’s date of termination of employment (or, if later, on the date of the Change of Control).

(e)     Other Termination. Except as provided in Sections 2(b), 2(c) and 2(d), in the event of a termination of employment, the Grantee will forfeit all Restricted Stock Units that do not vest either before the termination date or on the termination date associated with such termination. Except as provided in Section 2(d), no Restricted Stock Units will vest after the Grantee’s employment with the Company or an Affiliate has terminated for any reason. For clarification purposes, in the event the Grantee’s employment is terminated by the Company or an Affiliate for Cause, the outstanding unvested Restricted Stock Units held by such Grantee shall immediately terminate and be of no further force or effect.

2

(f)     Definitions.

(i)    For purposes of these Terms and Conditions, “ Cause ” shall have the meaning set forth in the Employment Agreement entered into between the Company and the Grantee as of February 8, 2017 (the “ Employment Agreement ”).

(ii)    For purposes of these Terms and Conditions “ Good Reason ” shall have the meaning set forth in the Employment Agreement.

(iii)    For purposes of these Terms and Conditions “ Release ” shall have the meaning set forth in the Employment Agreement.

3.     Restricted Stock Units Account.

The Company shall establish a bookkeeping account on its records for the Grantee and shall credit the Grantee’s Restricted Stock Units to the bookkeeping account.

4.     Conversion of Restricted Stock Units.

(a)    Except as otherwise provided in this Section 4, if the Restricted Stock Units vest in accordance with Section 2(a), the Grantee shall be entitled to receive payment of the vested Restricted Stock Units within 60 days after the Vesting Date.

(b)    The vested Restricted Stock Units shall be paid earlier than the Vesting Date in the following circumstances:

(i)    If the Restricted Stock Units vest in accordance with Section 2(b) (the Grantee’s death or Disability), the Grantee shall be entitled to receive payment of the vested Restricted Stock Units within 60 days after the date of the Grantee’s death or Disability, as applicable.

(ii)    If the Restricted Stock Units vest in accordance with Section 2(c) (the Grantee’s termination without Cause), the Grantee shall be entitled to receive payment of the vested Restricted Stock Units within 60 days after the date of the Grantee’s termination of employment.

(iii)    If a Change of Control occurs and the Grantee’s employment terminates in accordance with Section 2(d), the Grantee shall be entitled to receive payment of the vested Restricted Stock Units within 60 days after the date of the Grantee’s termination of employment (or, if later, on the date of the Change of Control).

(c)    On the applicable payment date, each vested Restricted Stock Unit credited to the Grantee’s account shall be settled in whole shares of Common Stock of the Company equal to the number of vested Restricted Stock Units, subject to compliance with the six-month delay described in Section 15 below, if applicable, and the payment of any federal, state, local, or foreign withholding taxes as described in Section 11 below, and subject to compliance with the Restrictive Covenants (as defined below). The obligation of the Company to distribute shares upon vesting shall be subject to the rights of the Company as set forth in the Plan and to all applicable laws, rules, regulations, and such approvals by governmental agencies as may be deemed appropriate by the Committee, including as set forth in Section 13 below.

3

5.     Certain Corporate Changes.

If any change is made to the Common Stock (whether by reason of merger, consolidation, reorganization, recapitalization, stock dividend, stock split, combination of shares, or exchange of shares or any other change in capital structure made without receipt of consideration), then unless such event or change results in the termination of all the Restricted Stock Units granted under these Terms and Conditions, the Committee shall adjust, as provided in the Plan, the number and class of shares underlying the Restricted Stock Units held by the Grantee to reflect the effect of such event or change in the Company’s capital structure in such a way as to preserve the value of the Restricted Stock Units. Any adjustment that occurs under the terms of this Section 5 or the Plan will not change the timing or form of payment with respect to any Restricted Stock Units except in accordance with section 409A of the Code.

6.     Restrictive Covenants.

(a)    The Grantee acknowledges and agrees that, in consideration for grant of the Restricted Stock Units, the Grantee remains subject to the non-competition, non-solicitation, confidentiality, inventions assignment, and non-disparagement provisions to the extent described in (including incorporated by reference into) Section 14 of the Employment Agreement, the Restrictive Covenants Agreement dated February 8, 2017 between the Grantee and the Company, the Company’s Code of Conduct (as defined in the Employment Agreement), and any other written agreements between the Company and the Grantee (collectively, the “ Restrictive Covenants ”) .

(b)    The Grantee acknowledges and agrees that in the event the Grantee breaches any of the Restrictive Covenants:

(i)    The Committee may in its discretion determine that the Grantee shall forfeit the outstanding Restricted Stock Units (without regard to whether the Restricted Stock Units have vested), and the outstanding Restricted Stock Units shall immediately terminate; and

(ii)    The Committee may in its discretion require the Grantee to return to the Company any shares of Common Stock received in settlement of the Restricted Stock Units; provided, that if the Grantee has disposed of any shares of Common Stock received upon settlement of the Restricted Stock Units, then the Committee may require the Grantee to pay to the Company, in cash, the fair market value of such shares of Common Stock as of the date of disposition. The Committee shall exercise the right of recoupment provided in this subsection (ii) within 180 days after the Committee’s discovery of the Grantee’s breach of any of the Restrictive Covenants.

7.     No Stockholder Rights.

The Grantee has no voting rights and no rights to receive dividends or dividend equivalents or other ownership rights and privileges of a stockholder with respect to the shares of Common Stock subject to the Restricted Stock Units.

4

8.     Retention Rights.

Neither the award of Restricted Stock Units, nor any other action taken with respect to the Restricted Stock Units, shall confer upon the Grantee any right to continue in the employ or service of the Company or an Affiliate or shall interfere in any way with the right of the Company or an Affiliate to terminate Grantee’s employment or service at any time.

9.     Notice.

Any notice to the Company provided for in these Terms and Conditions shall be addressed to it in care of the Corporate Secretary of the Company, 1601 Market Street, Philadelphia, Pennsylvania 19103-2197, and any notice to the Grantee shall be addressed to such Grantee at the current address shown on the payroll system of the Company or an Affiliate thereof, or to such other address as the Grantee may designate to the Company in writing. Any notice provided for hereunder shall be delivered by hand, sent by telecopy or electronic mail, or enclosed in a properly sealed envelope addressed as stated above, registered and deposited, postage and registry fee prepaid in the United States mail, or other mail delivery service. Notice to the Company shall be deemed effective upon receipt. By receipt of these Terms and Conditions, the Grantee hereby consents to the delivery of information (including without limitation, information required to be delivered to the Grantee pursuant to the applicable securities laws) regarding the Company, the Plan, and the Restricted Stock Units via the Company’s electronic mail system or other electronic delivery system.

10.     Incorporation of Plan by Reference.

These Terms and Conditions are made pursuant to the terms of the Plan, the terms of which are incorporated herein by reference, and shall in all respects be interpreted in accordance therewith. The decisions of the Committee shall be conclusive upon any question arising hereunder. The Grantee’s receipt of the Restricted Stock Units awarded under these Terms and Conditions constitutes such Grantee’s acknowledgment that all decisions and determinations of the Committee with respect to the Plan, these Terms and Conditions, and/or the Restricted Stock Units shall be final and binding on the Grantee, his or her beneficiaries, and any other person having or claiming an interest in such Restricted Stock Units. The settlement of any award with respect to Restricted Stock Units is subject to the provisions of the Plan and to interpretations, regulations, and determinations concerning the Plan as established from time to time by the Committee in accordance with the provisions of the Plan. A copy of the Plan will be furnished to each Grantee upon request. Additional copies may be obtained from the Corporate Secretary of the Company, 1601 Market Street, Philadelphia, Pennsylvania 19103-2197.

11.     Income Taxes; Withholding Taxes.

The Grantee is solely responsible for the satisfaction of all taxes and penalties that may arise in connection with the Restricted Stock Units pursuant to these Terms and Conditions. At the time of taxation, the Company shall have the right to deduct from other compensation, or from amounts payable upon settlement of the Restricted Stock Units, an amount equal to the federal (including FICA), state, local and foreign income and payroll taxes and other amounts as may be required by law to be withheld with respect to the Restricted Stock Units. Subject to

5

approval by the Committee, taxes may be withheld upon settlement of the Restricted Stock Units by withholding shares of the Company’s Common Stock, provided that any share withholding shall not exceed the Grantee’s minimum applicable withholding tax rate for federal (including FICA), state, local, and foreign tax liabilities, unless the Committee determines otherwise, consistent with the terms of the Plan.

12.     Governing Law.

The validity, construction, interpretation, and effect of this instrument shall exclusively be governed by, and determined in accordance with, the applicable laws of the State of Delaware, excluding any conflicts or choice of law rule or principle.

13.     Grant Subject to Applicable Laws and Company Policies.

These Terms and Conditions shall be subject to any required approvals by any governmental or regulatory agencies. This award of Restricted Stock Units shall also be subject to any applicable clawback or recoupment policies, share trading policies, and other policies that may be implemented by the Board from time to time in accordance with applicable law. Notwithstanding anything in these Terms and Conditions to the contrary, the Plan, these Terms and Conditions, and the Restricted Stock Units awarded hereunder shall be subject to all applicable laws, including any laws, regulations, restrictions, or governmental guidance that becomes applicable in the event of the Company’s participation in any governmental programs, and the Committee reserves the right to modify these Terms and Conditions and the Restricted Stock Units as necessary to conform to any restrictions imposed by any such laws, regulations, restrictions, or governmental guidance or to conform to any applicable clawback or recoupment policies, share trading policies, and other policies that may be implemented by the Board from time to time. As a condition of participating in the Plan, and by the Grantee’s acceptance of the Restricted Stock Units, the Grantee is deemed to have agreed to any such modifications that may be imposed by the Committee, and agrees to sign such waivers or acknowledgments as the Committee may deem necessary or appropriate with respect to such modifications.

14.     Assignment.

These Terms and Conditions shall bind and inure to the benefit of the successors and assignees of the Company. The Grantee may not sell, assign, transfer, pledge, or otherwise dispose of the Restricted Stock Units, except to a Successor Grantee in the event of the Grantee’s death.

15.     Section 409A.

This award of Restricted Stock Units is intended to be exempt from or comply with the applicable requirements of section 409A of the Code and shall be administered in accordance with section 409A of the Code. Notwithstanding anything in these Terms and Conditions to the contrary, if the Restricted Stock Units constitute “deferred compensation” under section 409A of the Code and the Restricted Stock Units become vested and settled upon the Grantee’s termination of employment, payment with respect to the Restricted Stock Units shall be delayed for a period of six months after the Grantee’s termination of employment if the Grantee is a “specified employee” as defined under section 409A of the Code (as determined by the

6

Committee) and if required pursuant to section 409A of the Code. If payment is delayed, the shares of Common Stock of the Company shall be distributed within 30 days of the date that is the six-month anniversary of the Grantee’s termination of employment. If the Grantee dies during the six-month delay, the shares shall be distributed in accordance with the Grantee’s will or under the applicable laws of descent and distribution. Notwithstanding any provision to the contrary herein, payments made with respect to this award of Restricted Stock Units may only be made in a manner and upon an event permitted by section 409A of the Code, and all payments to be made upon a termination of employment hereunder may only be made upon a “separation from service” as defined under section 409A of the Code. To the extent that any provision of these Terms and Conditions would cause a conflict with the requirements of section 409A of the Code, or would cause the administration of the Restricted Stock Units to fail to satisfy the requirements of section 409A of the Code, such provision shall be deemed null and void to the extent permitted by applicable law. In no event shall a Grantee, directly or indirectly, designate the calendar year of payment.

IN WITNESS WHEREOF , the Company has caused its duly authorized officer to execute and attest this instrument, and the Grantee has placed his or her signature hereon, effective as of the Grant Date set forth above.

By electronically acknowledging and accepting this award of Restricted Stock Units following the date of the Company’s electronic notification to the Grantee, the Grantee (a) acknowledges receipt of the Plan incorporated herein, (b) acknowledges that he or she has read the Award Summary delivered in connection with this grant of Restricted Stock Units and these Terms and Conditions and understands the terms and conditions of them, (c) accepts the award of the Restricted Stock Units described in these Terms and Conditions, (d) agrees to be bound by the terms of the Plan and these Terms and Conditions, and (e) agrees that all decisions and determinations of the Committee with respect to the Restricted Stock Units shall be final and binding.

7

Exhibit 10.4

RETIREMENT AGREEMENT

This Retirement Agreement (this “ Agreement ”), dated as of February 8, 2017, is made by and between S.A. Ibrahim (“ Employee ”) and Radian Group Inc. (“ Radian ”). This Agreement provides for all payments to which Employee may be entitled from the Company (as defined below), including under the Employment Agreement between Employee and Radian dated November 12, 2014 (the “ Employment Agreement ”).

WHEREAS, the Employment Agreement provides for Employee’s continued service to the Company through December 31, 2017.

WHEREAS, in support of Radian’s transition to a new Chief Executive Officer, Employee has agreed to retire prior to the end of the term of the Employment Agreement, and Radian has agreed to compensate Employee for the compensation he would have received had he continued in employment through the end of the term of the Employment Agreement.

WHEREAS, as used in this Agreement, any reference to Employee shall include Employee and, in their capacities as such, Employee’s heirs, administrators, representatives, executors, legatees, successors, agents and assigns. As used in this Agreement, any reference to the “ Company ” shall mean Radian and each subsidiary of Radian.

In consideration of the mutual promises, agreements and representations contained herein, the parties agree as follows:

1.     Termination of Service . Employee acknowledges that as of March 5, 2017 (the “ Retirement Date ”), Employee will retire from employment with the Company. Employee hereby resigns from all positions and offices with the Company, including as an officer or director of the Company, as of March 5, 2017, and Employee agrees to sign any confirmations with respect to his ceasing to be an officer or director as the Company deems appropriate.

2.     Company’s Obligations .

a)    The Company will pay Employee a lump sum payment for Employee’s accrued but unpaid salary. Such payment will be made in a single lump sum by the regular payroll date for the pay period in which the Retirement Date occurs.

b)    If Employee does not revoke this Agreement as described in Section 16, Employee shall receive the following payments and benefits following the Retirement Date:

(1)    Employee shall receive Employee’s 2016 STI award under the STI/MTI Incentive Plan for Executive Employees (the “ STI/MTI Plan ”) in the amount

determined by the independent members of the Board of Directors of Radian (the “ Board ”) on February 8, 2017. Such amount shall be paid to Employee in a lump sum in cash when 2016 STI awards are paid to other participants in the STI/MTI Plan and in no event later than March 15, 2017.

(2)    Employee shall receive Employee’s MTI award for the 2015-2016 performance period under the STI/MTI Plan as determined by the Compensation and Human Resources Committee of the Board (the “ Compensation Committee ”) on February 7, 2017. Such award shall be paid to Employee in a lump sum in cash when such MTI awards are paid to other participants in the STI/MTI Plan and in no event later than March 15, 2017.

(3)    Employee shall be eligible to earn an MTI target award for the 2016-2017 performance period under the STI/MTI Plan, based on 2017 performance against the MTI performance goals established by the Compensation Committee under the STI/MTI Plan for the 2017 year. Such MTI award, if any, shall be paid to Employee when 2017 MTI awards are paid to other participants in the STI/MTI Plan and in no event later than March 15, 2018.

(4)    The Compensation Committee shall grant Employee performance-based restricted stock units (the “ PSUs ”) with a grant date value based on the closing price of a share of Company common stock on the New York Stock Exchange (“ NYSE ”) on the date of grant (the “ Grant Date Share Price ”) of $1,950,000. The Compensation Committee shall grant the PSUs on a date determined by the Compensation Committee prior to the Retirement Date (the “ Grant Date ”). The PSUs shall vest in full if the closing price of the Company’s common stock on the NYSE for any ten consecutive trading days during the performance period commencing ten trading days prior to the first anniversary of the Grant Date and ending on the fifth anniversary of the Grant Date equals or exceeds 120% of the Grant Date Share Price (the “ PSU Stock Price Hurdle ”); provided, however, that without regard to whether the PSU Stock Price Hurdle has been met, the PSUs shall vest in full on (A) Employee’s death or (B) a Change in Control (as defined in the PSU grant agreement). Shares of Radian common stock shall be delivered in settlement of the vested PSUs within 30 days following the applicable vesting date. The PSUs shall be forfeited if the PSU Stock Price Hurdle is not met by the fifth anniversary of the Grant Date. The PSU grant agreement will be substantially in the form attached as Exhibit A .

(5)    Simultaneous with the execution of this Agreement, Radian and Employee have entered into the Consulting Agreement.

2

c)    In addition, if Employee signs and does not revoke the Final Release attached as Exhibit B (the “ Final Release ”) on or within five days after the Retirement Date, Employee will receive the following:

(1)    The Company shall pay Employee a lump sum cash payment of $801,784, which represents the base salary, 401(k) plan match and cost of long-term disability insurance that Employee would have received had he remained employed through the end of the term of the Employment Agreement. The payment will be made in January 2018, subject to Employee’s compliance with the Restrictive Covenants described in Section 3 below.

(2)    The Company shall pay Employee a lump sum cash payment of $41,288, which represents the 2017 contribution that would have been made to Radian’s Benefit Restoration Plan (“ BRP ”) for Employee had he continued in employment through the end of the term of the Employment Agreement. The payment will be made at the same time as Employee’s BRP benefit is paid pursuant to the terms of the BRP.

(3)    The Company shall permit Employee (or, in the event of his death, his current wife Nina Ibrahim (“ Mrs.  Ibrahim ”)) to elect medical coverage for himself and, where applicable, Mrs. Ibrahim under the Company’s medical plan in effect at the Retirement Date, as such plan may be changed by the Company from time to time for employees generally, during the Coverage Period (as defined below). For purposes of this subsection (3), “medical coverage” includes both medical and dental coverage. The coverage shall be provided as follows:

(i)    The “ Coverage Period ” for Employee shall be the period beginning on the Retirement Date and ending on the first to occur of (ii) March 5, 2018, (ii) the date on which Employee becomes eligible for medical coverage under a plan maintained by a new employer or under a plan maintained by his spouse’s employer, whichever is sooner, or (iii) the date of Employee’s death. The “ Coverage Period ” for Mrs. Ibrahim shall be the period beginning on the Retirement Date and ending on the first to occur of (i) the date on which Mrs. Ibrahim becomes eligible to elect medical coverage under Social Security Medicare, (ii) the date on which Mrs. Ibrahim becomes eligible for medical coverage under a plan maintained by a new employer of Employee or under a plan maintained by her employer, whichever is sooner, or (iii) the date of her death. Employee (or, where applicable, Mrs. Ibrahim) shall notify the Company of his or her eligibility for alternate coverage as described above within 30 days of becoming eligible for any such coverage.

(ii)    Employee (or, where applicable, Mrs. Ibrahim) shall pay the full monthly premium cost of medical coverage under this subsection (3) for the Coverage Period. The monthly premium cost shall be the monthly COBRA premium during the COBRA health care continuation coverage period under section 4980B of the Code (as defined below) (the “ COBRA Period ”). After the COBRA Period, the monthly premium cost shall be the Company’s deemed premium cost of such medical coverage for Employee and Mrs. Ibrahim, which shall be determined actuarially by the Company’s advisors. The COBRA Period shall run concurrently with the Coverage Period.

3

(iii)    During the portion of the Coverage Period in which Employee and/or Mrs. Ibrahim (as applicable) continue to receive coverage under the Company’s medical plan, the Company shall pay Employee (or, where applicable, Mrs. Ibrahim) an amount equal to the premium cost described in subparagraph (ii) above, minus the same employee contribution rate as is paid by Company employees for medical coverage, as in effect from time to time, which payment shall be made in advance on the first payroll day of each month, commencing with the month immediately following the Retirement Date.

d)    The Company shall provide Employee with secretarial support for 60 days following the Retirement Date and thereafter shall forward any personal mail received by the Company to an address designated by Employee.

e)    Employee’s outstanding equity awards shall be administered according to the terms of the applicable grant agreements, which have been granted pursuant to Section 3(b) of the Employment Agreement

f)    In the event Employee dies after the Retirement Date, any payments due to Employee under this Agreement or the Award Agreements and not paid prior to Employee’s death shall be made to the personal representative of Employee’s estate.

g)    Employee shall not be required to mitigate the amount of any payment or benefit provided for in this Agreement by seeking other employment or otherwise. The amount of any payment or benefit provided for herein shall not be reduced by any compensation earned by other employment or otherwise, except as provided above with respect to the COBRA Reimbursement. 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 Employee or others, subject to the provisions of Section 2(i) and the Restrictive Covenants described in Section 3 below. to the extent applicable. The Company agrees to pay, to the full extent permitted by law, all legal fees and expenses which Employee may reasonably incur as a result of any contest by the Company, Employee or others of the validity or enforceability of, or liability under, any provision of this Agreement or the Consulting Agreement or any guarantee of performance thereof (including as a result of any contest by Employee about the amount of any payment pursuant to this Agreement), plus in each case interest on any delayed payment at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code; provided that Employee prevails on at least one material issue contested by the Company or other third party, as applicable.

h)    All payments under this Agreement shall be made subject to applicable tax withholding, and the Company shall withhold from any payments under this Agreement all federal, state and local taxes that the Company is required to withhold pursuant to any law or governmental rule or regulation. Employee shall be responsible for all employee taxes applicable to amounts payable under this Agreement.

4

i)    Payments of any incentive compensation under this Agreement shall be subject to Radian’s Incentive Compensation Recoupment Policy in effect as of the date of this Agreement, to the extent applicable.

j)    Employee shall not be entitled to any severance amounts under any severance plans of the Company or the Employment Agreement.

k)    Employee shall be reimbursed for all necessary and reasonable travel and other business expenses incurred by Employee in the performance of his duties prior to the Retirement Date in accordance with such reasonable accounting procedures as the Company shall have adopted generally for executives as in effect prior to the Retirement Date. Employee shall be reimbursed for (or, at Employee’s election, the Company will pay Employee’s attorneys directly) Employee’s reasonable legal fees incurred in connection with the negotiation and finalization of this Agreement and the related agreements (up to a maximum of $25,000).

3.     Employee’s Obligations .

a)    Employee agrees to comply with (i) the restrictive covenants and agreements set forth in Section 16 of the Employment Agreement and the restrictive covenants under the equity award agreements between Employee and the Company (the “ Award Agreements ”), as modified as described below, (ii) all confidentiality obligations with respect to the Company under the Company’s Code of Conduct and Ethics as in effect on the date hereof, and (iii) Employee’s covenant and agreement under Section 3(b) below (collectively, the “ Restrictive Covenants ”). Employee and the Company agree that the “Restriction Period” in Section 16 of the Employment Agreement and the “Restricted Period” (or any similar term) in any Award Agreement shall continue through March 5, 2018. The Parties agree that the Restrictive Covenants are the exclusive covenants applicable to Employee following the Retirement Date (other than those set forth in the Consulting Agreement). Notwithstanding anything contained in the Restrictive Covenants, in the event of a conflict or inconsistency between any such Restrictive Covenants, the covenants set forth in Section 16 of the Employment Agreement shall control; provided that the following non-competition covenant shall replace each non-competition covenant in any agreement containing Restrictive Covenants:

“The Executive acknowledges and agrees that, during his employment with Radian Group Inc. and its affiliates (for purposes of this section, the “Company”), and during the period beginning on the date the Executive’s employment with the Company terminates for any reason and ending on March 5, 2018 (the “Restriction Period”), the Executive will not, without the express written consent of the Board, engage (directly or indirectly) in any employment or business activity that involves or is related to providing any mortgage- or real estate-related service or product that, during the Executive’s employment, the Company provided or was actively engaged in developing through the use of Confidential Information and Trade Secrets, in any geographic location where the Company had an office or conducted business during

5

the Executive’s employment (“Company Business”). The Executive agrees that, given the nature of the Company Business, the geographic scope set forth in this Section is appropriate and reasonable.”

b)    Employee covenants and agrees that during Employee’s employment by the Company and at all times thereafter, Employee will not willfully or knowingly, in any way, disparage the Company or its principals, shareholders, officers, directors, employees or agents in any way relating to the Company, including, but not limited to, its name, business reputation or business practices. Radian agrees that it will not, and will direct its executives and directors not to, willfully or knowingly disparage Employee in any way. Notwithstanding the foregoing, nothing in this Section shall prevent any person from (a) responding publicly by a truthful statement to incorrect, disparaging or derogatory public statements to the extent reasonably necessary to correct or refute such public statement, or (b) making any truthful statement to the extent (i) necessary with respect to any litigation, arbitration or mediation involving this Agreement, including, but not limited to, the enforcement of this Agreement, or (ii) required by law, legal process or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with actual or apparent jurisdiction to order such person to disclose or make accessible such information, including pursuant to Section 6 below.

c)    Employee expressly acknowledges that continuing to comply with the Restrictive Covenants is a material term of this Agreement. Employee further acknowledges that in the event that Employee is determined by a court of competent jurisdiction to have violated any of the Restrictive Covenants, Employee shall forfeit any unpaid amounts described in (or payable under agreements described in) Sections 2(b)(3), 2(b)(4), 2(b)(5), and 2(c), and (iii) the Company shall have no further obligation to Employee under such Sections. For purposes of clarity, the continuation of payments under this Agreement beyond the period of restriction or application of any Restrictive Covenant shall not be deemed to extend any such period.

d)    Because Employee’s services are personal and unique and Employee has had and will continue to have access to and has become and will continue to become acquainted with Confidential Information and Trade Secrets (as defined in the Employment Agreement), the parties to this Agreement acknowledge and agree that any breach by the Executive of any of the Restrictive Covenants will result in irreparable injury to the Company, for which money damages could not adequately compensate such entity. Therefore, each of Employee and the Company shall have the right (in addition to any other rights and remedies which it may have at law or in equity) to seek to enforce the Restrictive Covenants by injunction, specific performance or other equitable relief, without bond and without prejudice to any other rights and remedies that the enforcing party may have for a breach, or threatened breach, of the Restrictive Covenants. Each of Employee and the Company agrees that in any action in which either Party seeks injunction, specific performance or other equitable relief, neither Employee nor the Company will assert or contend that any of the provisions of the Restrictive Covenants are unreasonable or otherwise unenforceable.

6

4.     Return of Property . Employee warrants that Employee will return all Company property to the Company on or before the Retirement Date and Employee will not retain any property of the Company (other than any items that the Company expressly permits Employee to keep). To the extent that Employee made use of Employee’s own personal computing devices (e.g., PDA, laptop, thumb drive, etc.) during employment with the Company, Employee will deliver such personal computing devices to the Company for review and will permit the Company to delete all Company property and information from such personal computing devices, and/or permit the Company to remotely delete all Company property and information from such personal computing devices. For the avoidance of doubt, notwithstanding anything to the contrary, Employee shall be permitted to retain his contacts (in electronic and paper form). The Company shall pack and ship at its expense the personal items of Employee that are in his office at the Company.

5.     Cooperation . Subject to Section 6 below, Employee agrees that, upon the Company’s reasonable notice to Employee and taking into consideration Employee’s other commitments and obligations, Employee shall fully cooperate with the Company in investigating, defending, prosecuting, litigating, filing, initiating or asserting any actual or potential claims or investigations that may be made by or against the Company to the extent that such claims or investigations relate to any matter in which Employee was involved (or alleged to have been involved) while employed with the Company or of which Employee has knowledge by virtue of Employee’s employment with the Company. Upon submission of appropriate documentation, Employee shall be reimbursed for reasonable out-of-pocket expenses incurred in rendering such cooperation.

6.     Permitted Conduct . Nothing in this Agreement shall prohibit or restrict Employee from initiating communications directly with, or responding to any inquiry from, or providing testimony before, the Equal Employment Opportunity Commission, the Department of Justice, the Securities and Exchange Commission, or any other federal, state or local regulatory authority. To the extent permitted by law, upon receipt of any subpoena, court order, or other legal process compelling the disclosure of any confidential information and trade secrets of the Company, Employee agrees to give prompt written notice to the Company so as to permit the Company to protect its interests in confidentiality to the fullest extent possible. Please take notice that federal law provides criminal and civil immunity to federal and state claims for trade secret misappropriation to individuals who disclose a trade secret to their attorney, a court, or a government official in certain, confidential circumstances that are set forth at 18 U.S.C. §§ 1833(b)(1) and 1833(b)(2), related to the reporting or investigation of a suspected violation of the law, or in connection with a lawsuit for retaliation for reporting a suspected violation of the law.

7.     Indemnification . Consistent with Section 9 of the Employment Agreement, the Company agrees to indemnify Employee against all claims arising out of actions or omissions during Employee’s employment by the Company, to the same extent and on the

7

same terms and conditions provided for in the Company’s bylaws or under the Company’s Amended and Restated Certificate of Incorporation, each as in effect on the Date of this Agreement. The Company agrees it will continue to maintain officers’ and directors’ liability insurance to fund the indemnity described above in the same amount and to the same extent it maintains such coverage for the benefit of its other officers and directors.

8.     No Other Benefits or Compensation . Effective on the Retirement Date, Employee shall cease to be a participant in the benefit plans of the Company, except as provided in Section 2(c)(3) with respect to medical coverage. Employee acknowledges that, upon receiving the payments and benefits provided for in Section 2, Employee will have received all benefits and amounts due from the Company related to Employee’s employment with the Company, including all wages, overtime, bonuses, commissions, incentives, sick pay, personal leave and vacation pay to which Employee is entitled with respect to his service prior to the Retirement Date and that no other amounts are due to Employee other than as set forth in this Agreement. Employee also acknowledges that Employee was provided any leaves to which Employee was entitled in connection with Employee’s employment with the Company. Notwithstanding anything to the contrary contained herein, including Section 9, nothing in this Agreement is a waiver, modification or forfeiture of any vested accrued benefit that Employee may have under the Company’s benefit plans, including any deferred compensation plans.

9.     Release .

a)    In further consideration of the compensation provided to Employee pursuant to Sections 2(b) and 2(c), the receipt of which is conditioned on a release, Employee hereby agrees, subject to and without waiving any rights identified in Section 6 (Permitted Conduct), to the maximum extent permitted by law, to irrevocably and unconditionally RELEASE AND FOREVER DISCHARGE the Company and each of its and their past or present parents, subsidiaries and affiliates, their past or present officers, directors, stockholders, employees and agents, their respective successors and assigns, heirs, executors and administrators, the pension and employee benefit plans of the Company and of the Company’s past or present parents, subsidiaries or affiliates, and the past or present trustees, administrators, agents or employees of all such pension and employee benefit plans (hereinafter collectively included within the term the “ Released Parties ”), acting in any capacity whatsoever, of and from any and all manner of actions and causes of actions, suits, debts, claims and demands whatsoever in law or in equity, whether known or unknown, which Employee may have, or which Employee’s heirs, executors or administrators may have against the Released Parties, by reason of any matter, cause or thing whatsoever from the beginning of Employee’s employment with the Company to and including the date on which Employee executes this Agreement, and particularly, but without limitation of the foregoing general terms, any claims arising from or relating in any way to Employee’s employment relationship and/or the termination of Employee’s employment relationship with the Company, including but not limited to, any claims which have been asserted, could have been asserted, or could be asserted now or in the future, which includes any claim or

8

right based upon or arising under any federal, state or local fair employment practices or equal opportunity laws, including, but not limited to, any claims under Title VII of the Civil Rights Act of 1964, the Family and Medical Leave Act of 1993, the Equal Pay Act, the Employee Retirement Income Security Act (“ ERISA ”) (including, but not limited to, claims for breach of fiduciary duty under ERISA), the Americans With Disabilities Act, the Age Discrimination in Employment Act (“ ADEA ”), the Older Workers’ Benefit Protection Act, Pennsylvania Human Relations Act, Pennsylvania Equal Pay Law, Pennsylvania Pregnancy Guidelines of the Human Relations Commission, including all amendments thereto, and any other federal, state or local statutes or common law under which Employee can waive Employee’s rights, any contracts between the Released Parties and Employee, and all claims for counsel fees and costs.

b)    In waiving and releasing any and all claims against the Released Parties, whether or not now known to Employee, Employee understands that this means that if Employee later discovers facts different from or in addition to those facts currently known by Employee, or believed by Employee to be true, the waivers and releases of this Agreement will remain effective in all respects, despite such different or additional facts and Employee’s later discovery of such facts, even if Employee would not have agreed to this Agreement if Employee had prior knowledge of such facts.

c)    Notwithstanding anything in this Agreement to the contrary, Employee does not waive (i) any entitlements under the terms of Section 2 of the Retirement Agreement, (ii) Employee’s existing right to receive vested accrued benefits under any equity grants or other plans or programs of the Company under which Employee has accrued benefits (other than under any Company separation or severance plan or programs), (iii) any claims that, by law, may not be waived, (iv) any rights or claims that may arise after the date Employee executes this Agreement, (v) any right to indemnification under this Agreement or the bylaws of the Company, or under any directors and officers insurance policy, with respect to Employee’s performance of duties as an employee or officer of the Company, (vi) any claim or right Employee may have for unemployment insurance benefits, workers’ compensation benefits, state disability and/or paid family leave insurance benefits pursuant to the terms of applicable state law, and (vii) any right Employee may have to obtain contribution in the event of the entry of judgment against Employee as a result of any act or failure to act for which both Employee and the Company or any of its officers, directors or employees are jointly responsible.

10.     Controlling Law . This Agreement and all matters arising out of, or relating to it, shall be governed by, and construed in accordance with, the laws of the Commonwealth of Pennsylvania.

11.     Jurisdiction . Any action arising out of, or relating to, any breach of the Restrictive Covenants shall be brought and prosecuted only in the United States District Court for the Eastern District of Pennsylvania, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in Philadelphia, Pennsylvania, and the jurisdiction of such court in any such proceeding shall be exclusive. Employee also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers.

9

12.     Amendment . The parties agree that this Agreement may not be altered, amended or modified, in any respect, except by a writing duly executed by both Parties.

13.     Entire Agreement . The parties understand that no promise, inducement or other agreement not expressly contained herein has been made conferring any benefit upon them, that this Agreement, the Consulting Agreement and the Restrictive Covenants described in Section 3 contain the entire agreement between the Parties with respect to the subject matter hereof, and that the terms of this Agreement are contractual and not recitals only.

14.     Section 409A . This Agreement is intended to comply with section 409A of the Internal Revenue Code of 1986, as amended (the “ Code ”), or an exemption, and the provisions of this Section shall apply notwithstanding any provisions of this Agreement to the contrary. Severance benefits under this Agreement are intended to be exempt from section 409A of the Code under the “short-term deferral” exception, to the maximum extent applicable, and then under the “separation pay” exception, to the maximum extent applicable. All payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” under section 409A of the Code. For purposes of section 409A of the Code, the right to a series of payments under this Agreement shall be treated as a right to a series of separate payments and each payment shall be treated as a separate payment. With respect to any payments that are subject to section 409A of the Code, in no event shall Employee, directly or indirectly, designate the calendar year of a payment. With respect to any payments that are subject to section 409A of the Code, in no event shall the timing of Employee’s execution of this Agreement, directly or indirectly, result in Employee designating the calendar year of payment of any amount set forth in Section 2(c), and if a payment of any amount set forth in Section 2(c) above is subject to section 409A of the Code and could be made in more than one taxable year, based on timing of the execution of this Agreement, payment shall be made in the later taxable year. Any reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of section 409A of the Code.

15.     Severability . If any provision of this Agreement is construed to be invalid, unlawful or unenforceable, then the remaining provisions hereof shall not be affected thereby and shall be enforceable without regard thereto, except that if Employee claims that the release in Section 9 is unlawful, invalid or unenforceable, and such release is held to be unlawful, invalid or unenforceable, any payments made pursuant to Section 2(b) or 2(c) shall be returned to the Company and no further consideration shall be due. If any covenant or agreement 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.

10

16.     ACKNOWLEDGEMENT . Employee hereby acknowledges that:

a)    The Company advises Employee to consult with an attorney before signing this Agreement;

b)    Employee has obtained independent legal advice from an attorney of Employee’s own choice with respect to this Agreement or Employee has knowingly and voluntarily chosen not to do so;

c)    Employee freely, voluntarily and knowingly entered into this Agreement after due consideration;

d)    Employee had 21 days to review and consider this Agreement;

e)    If Employee knowingly and voluntarily chooses to do so, Employee may accept the terms of this Agreement before the 21 day consideration period provided for above has expired;

f)    Employee has a right to revoke this Agreement by notifying Anita Scott at the Company in writing within seven days of Employee’s execution of this Agreement. Unless revoked, this Agreement will become effective on the eighth day following its execution (the “ Effective Date ”);

g)    In exchange for Employee’s waivers, releases and commitments set forth herein, including Employee’s waiver and release of all claims arising under the ADEA, the payments, benefits and other considerations that Employee is receiving pursuant to this Agreement exceed any payment, benefit or other thing of value to which Employee would otherwise be entitled, and are just and sufficient consideration for the waivers, releases and commitments set forth herein; and

h)    No promise or inducement has been offered to Employee, except as expressly set forth herein and in the Consulting Agreement, and Employee is not relying upon any such promise or inducement in entering into this Agreement.

i)    EMPLOYEE REPRESENTS THAT EMPLOYEE HAS READ THE TERMS OF THIS AGREEMENT, THAT THIS AGREEMENT IS WRITTEN IN A MANNER THAT EMPLOYEE CAN UNDERSTAND AND THAT THE COMPANY HAS NOT MADE ANY REPRESENTATIONS CONCERNING THE TERMS OR EFFECTS OF THIS AGREEMENT OTHER THAN THOSE CONTAINED HEREIN. EMPLOYEE FREELY AND VOLUNTARILY AGREES TO ALL THE TERMS AND CONDITIONS HEREOF, AND SIGNS THE SAME AS EMPLOYEE’S OWN FREE ACT.

11

IN WITNESS WHEREOF, and intending to be legally bound, the parties agree to the terms of this Agreement.

12

Exhibit A

Form of PSU Grant Agreement

13

Exhibit B

Final Release

This Release Agreement (this “ Agreement ”) is made by and between S.A. Ibrahim (“ Employee ”) and Radian Group Inc. (“ Radian ”). Employee and Radian are parties to this Agreement and are collectively referred to herein as the “ Parties .”

As used in this Agreement, any reference to Employee shall include Employee, and in their capacities as such, Employee’s heirs, administrators, representatives, executors, legatees, successors, agents and assigns. As used in this Agreement, any reference to the “ Company ” shall mean Radian and each subsidiary of Radian.

1.     Release .

a)    In further consideration of the compensation provided to Employee pursuant to Section 2(c) of the Retirement Agreement dated             , 2017 between Employee and Radian (the “ Retirement Agreement ”), Employee hereby agrees, subject to and without waiving any rights identified in Paragraph 2 (Permitted Conduct) of this Agreement, to the maximum extent permitted by law, to irrevocably and unconditionally RELEASE AND FOREVER DISCHARGE the Company and each of its and their past or present parents, subsidiaries and affiliates, their past or present officers, directors, stockholders, employees and agents, their respective successors and assigns, heirs, executors and administrators, the pension and employee benefit plans of the Company and of the Company’s past or present parents, subsidiaries or affiliates, and the past or present trustees, administrators, agents or employees of all such pension and employee benefit plans (hereinafter collectively included within the term the “ Released Parties ”), acting in any capacity whatsoever, of and from any and all manner of actions and causes of actions, suits, debts, claims and demands whatsoever in law or in equity, whether known or unknown, which Employee may have, or which Employee’s heirs, executors or administrators may have against the Released Parties, by reason of any matter, cause or thing whatsoever from the beginning of Employee’s employment with the Company to and including the date on which Employee executes this Agreement, and particularly, but without limitation of the foregoing general terms, any claims arising from or relating in any way to Employee’s employment relationship and/or the termination of Employee’s employment relationship with the Company, including but not limited to, any claims which have been asserted, could have been asserted, or could be asserted now or in the future, which includes any claim or right based upon or arising under any federal, state or local fair employment practices or equal opportunity laws, including, but not limited to, any claims under Title VII of the Civil Rights Act of 1964, the Family and Medical Leave Act of 1993, the Equal Pay Act, the Employee Retirement Income Security Act (“ ERISA ”) (including, but not limited to, claims for breach of fiduciary duty under ERISA), the Americans With Disabilities Act, the Age Discrimination in Employment Act (“ ADEA ”), the Older Workers’ Benefit Protection Act, Pennsylvania Human Relations Act, Pennsylvania Equal Pay Law, Pennsylvania Pregnancy

14

Guidelines of the Human Relations Commission, including all amendments thereto, and any other federal, state or local statutes or common law under which Employee can waive Employee’s rights, any contracts between the Released Parties and Employee, and all claims for counsel fees and costs.

b)    In waiving and releasing any and all claims against the Released Parties, whether or not now known to Employee, Employee understands that this means that if Employee later discovers facts different from or in addition to those facts currently known by Employee, or believed by Employee to be true, the waivers and releases of this Agreement will remain effective in all respects, despite such different or additional facts and Employee’s later discovery of such facts, even if Employee would not have agreed to this Agreement if Employee had prior knowledge of such facts.

c)    Notwithstanding anything in this Agreement to the contrary, Employee does not waive (i) any entitlements under the terms of Section 2 of the Retirement Agreement, (ii) Employee’s existing right to receive vested accrued benefits under any equity grants or other plans or programs of the Company under which Employee has accrued benefits (other than under any Company separation or severance plan or programs), (iii) any claims that, by law, may not be waived, (iv) any rights or claims that may arise after the date Employee executes this Agreement, (v) any right to indemnification under the bylaws of the Company or the Retirement Agreement, or under any directors and officers insurance policy, with respect to Employee’s performance of duties as an employee or officer of the Company, (vi) any claim or right Employee may have for unemployment insurance benefits, workers’ compensation benefits, state disability and/or paid family leave insurance benefits pursuant to the terms of applicable state law, and (vii) any right Employee may have to obtain contribution in the event of the entry of judgment against Employee as a result of any act or failure to act for which both Employee and the Company or any of its officers, directors or employees are jointly responsible.

d)     Permitted Conduct . Nothing in this Agreement shall prohibit or restrict Employee from initiating communications directly with, or responding to any inquiry from, or providing testimony before, the Equal Employment Opportunity Commission, the Department of Justice, the Securities and Exchange Commission, or any other federal, state or local regulatory authority. To the extent permitted by law, upon receipt of any subpoena, court order, or other legal process compelling the disclosure of any confidential information and trade secrets of the Company, Employee agrees to give prompt written notice to the Company so as to permit the Company to protect its interests in confidentiality to the fullest extent possible . Please take notice that federal law provides criminal and civil immunity to federal and state claims for trade secret misappropriation to individuals who disclose a trade secret to their attorney, a court, or a government official in certain, confidential circumstances that are set forth at 18 U.S.C. §§ 1833(b)(1) and 1833(b)(2), related to the reporting or investigation of a suspected violation of the law, or in connection with a lawsuit for retaliation for reporting a suspected violation of the law.

15

2.     Controlling Law . This Agreement and all matters arising out of, or relating to it, shall be governed by, and construed in accordance with, the laws of the Commonwealth of Pennsylvania.

3.     Jurisdiction . Any action arising out of, or relating to, any of the provisions of this Agreement shall be brought and prosecuted only in the United States District Court for the Eastern District of Pennsylvania, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in Philadelphia, Pennsylvania, and the jurisdiction of such court in any such proceeding shall be exclusive. Employee also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers.

4.     Severability . In the event that Employee claims that the release in Paragraph 1 is unlawful, invalid or unenforceable, and the release in Paragraph 1 is held to be unlawful, invalid or unenforceable, any payments made pursuant to Section 2(c) of the Retirement Agreement shall be returned to the Company and no further consideration shall be due. If any covenant or agreement 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.

5.     ACKNOWLEDGEMENT . Employee hereby acknowledges that:

e)    The Company advises Employee to consult with an attorney before signing this Agreement;

f)    Employee has obtained independent legal advice from an attorney of Employee’s own choice with respect to this Agreement or Employee has knowingly and voluntarily chosen not to do so;

g)    Employee freely, voluntarily and knowingly entered into this Agreement after due consideration;

h)    Employee had at least 21 days to review and consider this Agreement;

i)    If Employee knowingly and voluntarily chooses to do so, Employee may accept the terms of this Agreement on or after the date of Employee’s termination of employment but on or before March 10, 2017;

j)    Employee is signing this Agreement on or after the date of Employee’s termination of employment;

k)    Employee has a right to revoke this Agreement by notifying Anita Scott at the Company in writing within seven days of Employee’s execution of this Agreement. Unless revoked, this Agreement will become effective on the eighth day following its execution (the “ Effective Date ”);

16

l)    In exchange for Employee’s waivers, releases and commitments set forth herein, including Employee’s waiver and release of all claims arising under the ADEA, the payments, benefits and other considerations that Employee is receiving pursuant to the Retirement Agreement exceed any payment, benefit or other thing of value to which Employee would otherwise be entitled, and are just and sufficient consideration for the waivers, releases and commitments set forth herein; and

m)    No promise or inducement has been offered to Employee, except as expressly set forth herein, and Employee is not relying upon any such promise or inducement in entering into this Agreement.

n)    EMPLOYEE REPRESENTS THAT EMPLOYEE HAS READ THE TERMS OF THIS AGREEMENT, THAT THIS AGREEMENT IS WRITTEN IN A MANNER THAT EMPLOYEE CAN UNDERSTAND AND THAT THE COMPANY HAS NOT MADE ANY REPRESENTATIONS CONCERNING THE TERMS OR EFFECTS OF THIS AGREEMENT OTHER THAN THOSE CONTAINED HEREIN. EMPLOYEE FREELY AND VOLUNTARILY AGREES TO ALL THE TERMS AND CONDITIONS HEREOF, AND SIGNS THE SAME AS EMPLOYEE’S OWN FREE ACT.

IN WITNESS WHEREOF, and intending to be legally bound, the parties agree to the terms of this Agreement.

17

Exhibit 10.5

February 8, 2017

S.A. Ibrahim

Dear S.A.:

This letter sets forth the terms of the agreement between you and Radian Group Inc. (“ Radian ”) relating to consulting services that you will provide to Radian and its subsidiaries and affiliated companies (collectively, the “ Company ”).

1.     Services . Commencing March 6, 2017, you shall provide consulting services to Radian with respect to transition of management, new business opportunities, strategic planning, customer and investor relations and such other matters as the Chief Executive Officer of Radian (“ CEO ”) may request (the “ Services ”). You shall exercise reasonable skill and care in providing the Services, and you shall perform the Services in a professional manner, consistent with industry standards. You shall provide the Services to the Company at such times as reasonably requested by the CEO, taking into consideration your other commitments and obligations.

2.     Consulting Fee . As full and exclusive consideration for the Services, Radian shall pay you a consulting fee at the rate of $79,166 per month (which shall be prorated for any period of less than a full calendar month). The consulting fee shall be payable to you in arrears in the month following the month in which the Services were performed.

3.     Incentive Compensation .

a.    You shall be eligible to earn an incentive award (the “ Incentive Award ”) based on your performance of the Services and the Company’s performance measured over a two-year performance period beginning January 1, 2017 and ending December 31, 2018 (the “ Performance Period ”) against pre-established metrics established

by the Compensation and Human Resources Committee (the “ Compensation Committee ”) of the Board of Directors of Radian (the “ Board ”) consistent with the metrics previously reviewed with you and approved by the Compensation Committee on February 7, 2017. Your target Incentive Award for the Performance Period shall be $3,000,000. Following the first year of the Performance Period (from January 1, 2017 through December 31, 2017), the Compensation Committee shall determine the amount of the Incentive Award, if any, to be awarded to you (your “ STI Award ”) based on your and the Company’s performance against the performance metrics established by the Compensation Committee as described above. 50% of your STI Award shall be paid to you between January 1, 2018 and March 15, 2018 and in no event later than the date annual incentive awards are paid to executive officers of the Company. The remaining 50% will become your target incentive award for the remaining portion of the Performance Period (your “ MTI Target ”). Following the conclusion of the Performance Period, the Compensation Committee shall award you a percentage of your MTI Target (from 0% to 115%) based on the Compensation Committee’s determination of performance against the performance metrics established by the Compensation Committee as described above (your “ MTI Award ”). Your MTI Award shall be paid to you between January 1, 2019 and March 15, 2019 and in no event later than the date annual incentive awards are paid to executive officers of the Company. The Compensation Committee shall make all determinations with respect to the Incentive Award in its sole discretion, consistent with the performance metrics described above.

b.     In the event of your death while providing the Services during the first year of the Performance Period, the STI Award shall be paid in the amount of $1,500,000, at the time described in subsection (a), and your MTI Target shall be $1,500,000. In the event of your death while providing the Services after the first year of the Performance Period, any unpaid STI Award that is awarded based on performance as described in subsection (a), and any MTI Award that is awarded based on performance as described in subsection (a), shall be paid at the applicable payment dates under subsection (a). If you voluntarily terminate this letter agreement before March 5, 2018, no further payments will be made under this Section 3 with respect to performance periods ending after the date of termination. If this letter agreement is terminated by the Company for Cause, no further payments will be made under this Section 3.

4.     Location of Performance of Services; Expense Reimbursement . It is anticipated that you will perform the Services remotely from your home office, and occasionally, as requested by Radian, taking into account your other commitments and obligations, onsite at Radian’s offices or at such other locations as reasonably requested by Radian. Radian will reimburse you for the reasonable expenses related to your travel as requested by Radian in connection with the Services, including to Radian’s offices or other meeting locations. In addition, Radian shall reimburse you for all necessary and reasonable business expenses incurred by you in the performance of the Services. All such expenses shall be reimbursed in accordance with Radian’s business expense reimbursement policies. During the Term, Radian shall provide you with support services as reasonably needed with respect to the Services, including support from an administrative assistant.

5.     Level of Services . You and Radian anticipate that the Services will not exceed 30 hours per month. You and Radian agree that it is reasonably anticipated that your Services hereunder will require you to render Services each month at a level that will not exceed 20% of the average level of your services as an employee of Radian over the preceding 36-month period. You and Radian acknowledge that, for purposes of section 409A of the Internal Revenue Code of 1986, as amended (the “ Code ”), you will have undergone a “separation from service,” within the meaning of section 409A, from Radian upon the date of your retirement from employment with Radian on March 5, 2017.

6.     Confidentiality; Non-disclosure.

a.    You shall not at any time, during the Term or thereafter, directly or indirectly disclose or reveal to any person or entity any Confidential Information of the Company or of any third parties which the Company is under an obligation to keep confidential, except to the Company, as permitted by subsection (c) below, or as otherwise authorized by the Company in writing. The term “ Confidential Information ” shall mean all information concerning the business or other affairs of the Company or its customers that you learn or become aware of in connection with the performance of the Services and shall include, without limitation, all trade secrets and other information received from third parties and required to be held in confidence by the Company, all non-public information relating to existing and potential customers, markets, contracts, prices, products, personnel, strategies, policies, systems, procedures, technologies, works, business methods or other methods, know-how, information, data, financial information, processes, trade secrets, inventions, developments, applications and any other information relating to any of the foregoing of the Company, in each case, that you learn or become aware of in connection with the performance of the Services. All memoranda, notes, lists, records and other documents (and all copies thereof) made or compiled by you or made available to you concerning the Services or the Company shall be included in Confidential Information, shall be the Company’s property and upon request from the Company shall be delivered to the Company upon the earlier of termination of this letter agreement or request by the Company. However, Confidential Information shall not include any information that, as of the date of disclosure to you: (i) was generally available to the public through no act or omission of yours or (ii) was independently acquired by you without violating any of your obligations under this letter agreement. You shall not directly or indirectly, either during or after the Term, use or attempt to use any Confidential Information for any purpose except (and then only during the Term) as may be required for you to perform the Services. The Confidential Information and all material, whether in written, non-written, digital, photographic or any other tangible or intangible format, embodying Confidential Information is acknowledged to be the property of the Company.

b.    You understand and acknowledge that you are aware that Confidential Information is or may be material information and that the use of such information may be

regulated, restricted or prohibited by applicable laws relating to insider trading or dealing. Moreover, you agree that you shall not use Confidential Information for trading in the securities of the Company, including, but not limited to, Radian, or for any other unlawful purpose.

c.    Nothing in this letter agreement, including any restrictions on the use of Confidential Information, shall prohibit or restrict you from initiating communications directly with, or responding to any inquiry from, or providing testimony before, the Equal Employment Opportunity Commission, the Department of Justice, the Securities and Exchange Commission, or any other federal, state, or local regulatory authority. To the extent permitted by law, upon receipt of any subpoena, court order, or other legal process compelling the disclosure of Confidential Information and Trade Secrets, you agree to give prompt written notice to the Company so as to permit the Company to protect its interests in confidentiality to the fullest extent possible. Please take notice that federal law provides criminal and civil immunity to federal and state claims for trade secret misappropriation to individuals who disclose a trade secret to their attorney, a court, or a government official in certain, confidential circumstances that are set forth at 18 U.S.C. §§ 1833(b)(1) and 1833(b)(2), related to the reporting or investigation of a suspected violation of the law, or in connection with a lawsuit for retaliation for reporting a suspected violation of the law.

7.     Restrictive Covenants . You acknowledge that you remain subject to the Restrictive Covenants described in Section 3 of the Retirement Agreement (the “ Restrictive Covenants ”).

8.     Proprietary Information and Work. You agree that all inventions, innovations, improvements, developments, methods, designs, analyses, reports, and all similar or related information which relates to the Company’s actual or anticipated business, research and development or existing or future products or services and which are conceived, developed or made by you in connection with your performance of the Services (“ Work Product ”) belong to the Company. You will promptly disclose such Work Product to the Board and perform all actions reasonably requested by Radian (whether during or after the Term) to establish and confirm such ownership (including, without limitation, assignments, consents, powers of attorneys and other instruments).

9.     Remedies . You acknowledge that because the Services are personal and unique and you will have access to and have become and will become acquainted with the Confidential Information of the Company, and because any breach by you of any of the restrictive covenants contained in Sections 6 through 8 of this letter agreement may result in irreparable injury and damage for which money damages would not provide an adequate remedy, the Company shall have the right to enforce Sections 6 through 8 of this letter agreement by injunction, specific performance or other equitable relief, without bond and without prejudice to any other rights and remedies that the Company may have for a breach, or threatened breach, of the restrictive covenants set forth in Sections 6 through 8 of this letter agreement. You agree that in any action in which the Company seeks injunction, specific performance or other equitable relief, you will not assert or contend that any of the provisions of Sections 6 through 8 are unreasonable or otherwise unenforceable.

10.     Taxes . You shall perform the Services to be provided hereunder as an independent contractor. You shall be responsible for the payment of all applicable taxes arising from your performance of, and payment for, the Services, including without limitation any income and self-employment taxes. The parties agree that the Company shall not withhold any amounts for taxes or pay any of the taxes or fees contemplated in the preceding sentence in connection with your Services to the Company. The Company will report all compensation income under this letter agreement on a Form 1099.

11.     Independent Contractor Relationship . Nothing in this letter agreement shall be construed to create any association, partnership, joint venture or relationship of principal and agent or employer and employee between you and the Company or to provide any party with the right, power or authority to create any such duty or obligation on behalf of the other party. You shall not hold out yourself as an affiliate, agent, officer, director or employee of or partner, joint venturer, co-principal or co-employer with the Company; provided that nothing herein shall prevent you from referring to yourself as a consultant to the Company. You shall not be treated as an employee of the Company for any purpose, including, without limitation, for the purposes of any employee or fringe benefits provided by the Company to its employees including, without limitation, employee insurance, pension, savings, medical, health care, fringe benefit, stock option, equity compensation, deferred compensation or bonus plans, or for withholding tax purposes. There is no employer/employee relationship established by this letter agreement, nor does this letter agreement or the Services hereunder create a promise, actual or implied, of future employment with the Company or any other entity, or for a right to any compensation in lieu of an offer of such employment.

12.     Consultant Representations .

a.    You represent and warrant to Radian that:

(i)    your execution and delivery of this letter agreement and the performance of the Services will not violate the provisions of any agreement to which you are a party or are otherwise bound (including without limitation, confidentiality and non-solicitation obligations);

(ii)    you are not a party to any existing agreement, and during the Term you will not become a party to an agreement, that would prevent you from performing your obligations hereunder or that could conflict with, impair or adversely affect your performance under this letter agreement;

(iii)    the performance of the Services and the manner of such performance by you do not and will not violate or in any way infringe upon any rights of third parties, including property, contractual, employment, trade secrets, proprietary information and non-disclosure rights, or any trademark, copyright, patent or other intellectual property rights; and

(iv)    you have full legal right to irrevocably assign to the Company all rights in and to the Work contemplated by Section 8.

b.    You shall observe and comply with (i) all applicable laws, rules and regulations in the performance of the Services; and (ii) Radian’s policies and procedures for information security and other policies and procedures applicable to consultants generally as described in Radian’s Code of Conduct, as in effect as of the date of this letter agreement or, with respect to any subsequent changes, as communicated to you by the Company in writing (the “ Code of Conduct ”).

13.     Assignment . Neither you, on the one hand, nor Radian, on the other hand, may assign or delegate any of your or its rights, duties or obligations hereunder without the prior written consent of the other party; provided , that Radian may, without your consent, assign this letter agreement to any successor by merger or any entity acquiring all or substantially all of Radian’s assets. This letter agreement shall inure to the benefit of, and be binding upon, the parties’ permitted successors and assigns.

14.     Improper Assignment Void . Any purported assignment in violation hereof shall be null and void and of no effect whatsoever.

15.     Effective Date; Term and Termination.

a.    This letter agreement shall be effective as of March 6, 2017. The term of this letter agreement will commence on March 6, 2017 and shall continue through March 5, 2018, or until terminated earlier as described below (the “ Term ”). The continuation of payments under Section 3 after March 5, 2018 shall not be deemed to extend the Term of the letter agreement or the duration of the period of restriction or application of any Restrictive Covenant.

b.    You and Radian may terminate this letter agreement by mutual agreement before March 5, 2018. Radian may terminate this letter agreement at any time, with or without prior written notice, for Cause (as defined below). This letter agreement shall automatically terminate upon your death.

c.    Upon a termination of this letter agreement as permitted by its terms, Radian shall be obligated to pay you (i) for the Services rendered before the date of termination in accordance with this letter agreement, (ii) any unreimbursed expenses under Section 4, and (iii) any amounts payable under Section 3(b).

d.    For purposes of this letter agreement, “ Cause ” shall mean any of the grounds for termination of the Services listed below which is not cured by you within the 20-day period following written notice from the Board of the specific grounds that could

result in a termination for Cause; provided that you shall only have an opportunity to cure a failure to the extent the failure is curable, as determined by the Board in its sole discretion:

(i)    You shall have been indicted for, convicted of, or plead nolo contendere to, a crime involving fraud, misrepresentation or moral turpitude or any felony (excluding traffic offenses other than traffic offenses involving use of alcohol or illegal substances);

(ii)    You engage in fraud, dishonesty, theft or misappropriation of funds in connection with the Services;

(iii)    It is determined by a court of competent jurisdiction that you breached any of the covenants or agreements described in Sections 6 through 8 of this letter agreement (other than the Code of Conduct), or materially breached the Code of Conduct;

(iv)    Your gross negligence or willful misconduct in the performance of the Services.

e.    The respective rights and obligations of the parties shall survive the termination or expiration of this letter agreement to the extent necessary to carry out the intentions of the parties hereto, including without limitation, Sections 6 through 8 and Sections 15 and 17 of this letter agreement.

16.     Section 409A. This letter agreement is intended to comply with the “short-term deferral” exception under section 409A of the Code, to the extent applicable.

17.     Indemnification. Radian agrees to indemnify you against all claims arising out of actions or omissions in connection with your provision of the Services, to the same extent and on the same terms and conditions as would be applicable had the Services been provided by an executive officer of Radian under Radian’s bylaws or Radian’s Amended and Restated Certificate of Incorporation. Without limiting the foregoing, you shall have no liability with respect to actions taken by the CEO or other officers, employees or directors of the Company in connection with your provision of the Services; it being understood and agreed that you are providing the Services in an advisory capacity and, consistent with Section 11 of this letter agreement, you have no authority to bind the Company.

18.     No Assignment; Unfunded Agreement . No compensation payable under this letter agreement may be transferred, assigned, pledged or encumbered by you, nor may any compensation under this letter agreement be subject to any claim of any creditor, and, in particular, to the fullest extent permitted by law, all such payments, benefits and rights will be free from attachment, garnishment, trustee’s process, or any other legal or equitable process available to any of your creditors. This letter agreement is an unfunded arrangement. Your rights under this letter agreement will be no greater than the right of an unsecured general creditor of Radian. All compensation will be paid from the general funds of Radian. In the event you die, any payments due to you under this letter agreement and not paid prior to your death shall be made to the personal representative of your estate.

19.     Applicable Law . This letter agreement shall be governed by the laws of the Commonwealth of Pennsylvania without giving effect to the conflicts of laws principles.

20.     Integrated Agreement. This letter agreement, the Restrictive Covenants and the Retirement Agreement constitute the entire understanding and agreement between you and Radian concerning the subject matter hereof. This letter agreement supersedes all prior written or oral agreements or understandings existing between you and Radian concerning the subject matter hereof (other than the Retirement Agreement, including the Restrictive Covenants contained therein).

If the foregoing correctly sets forth the agreement between us, please so indicate by signing the copy of this letter agreement in the space set forth below and returning it to me, whereupon it shall constitute our binding agreement.

ACKNOWLEDGEMENT AND ACCEPTANCE

I acknowledge receipt of this letter agreement setting forth the terms and conditions governing the engagement to perform Services as an independent contractor and agree to all terms and conditions of this letter agreement, to the extent provided in this letter agreement, including the restrictive covenants described in Sections 6 through 8 of this letter agreement.

Exhibit 10.6

EXHIBIT A

RADIAN GROUP INC.

2014 EQUITY COMPENSATION PLAN

PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT

TERMS AND CONDITIONS

These Terms and Conditions (“ Terms and Conditions ”) are part of the Performance-Based Restricted Stock Unit Grant made as of             , 2017 (the “ Grant Date ”), by Radian Group Inc., a Delaware corporation (the “ Company ”), to S.A. Ibrahim, an employee of the Company (the “ Grantee ”).

RECITALS

WHEREAS , the Radian Group Inc. 2014 Equity Compensation Plan (the “ Plan ”) permits the grant of Restricted Stock Units in accordance with the terms and provisions of the Plan;

WHEREAS , the Company desires to grant Restricted Stock Units to the Grantee, and the Grantee desires to accept such Restricted Stock Units, on the terms and conditions set forth herein and in the Plan, pursuant to the Retirement Agreement between the Grantee and the Company dated February 8, 2017 (the “ Retirement Agreement ”); and

WHEREAS , the applicable provisions of the Plan are incorporated into these Terms and Conditions by reference, including the definitions of terms contained in the Plan (unless such terms are otherwise defined herein).

NOW, THEREFORE , the parties hereto, intending to be legally bound hereby, agree as follows:

The Company hereby awards to the Grantee                      Restricted Stock Units (hereinafter, the “ Restricted Stock Units ”), subject to the vesting and other conditions of these Terms and Conditions.

(a)     General Vesting Terms . The Restricted Stock Units will only vest if the closing price of the Company’s Common Stock on the New York Stock Exchange for any ten consecutive trading days during the performance period commencing ten trading days prior to the first anniversary of the Grant Date and ending on the fifth anniversary of the Grant Date equals or exceeds $         (which is 120% of the fair market value of the Company’s Common Stock on the Grant Date) (the “ Stock Price Hurdle ”), except as provided in subsections (b) and (c) below. If the Stock Price Hurdle has not been met on the first anniversary of the Grant Date, the Restricted Stock Units will vest on the first date after the first anniversary of the Grant Date on which the Stock Price Hurdle is met. The Stock Price Hurdle must be met by the fifth anniversary of the Grant Date in order for the Restricted Stock Units to vest under this Section 2(a). If the Stock Price Hurdle is not met by the fifth anniversary of the Grant Date, except as provided in subsections (b) and (c) below, the Restricted Stock Units will be forfeited.

(b)      Death. In the event of the Grantee’s death prior to the fifth anniversary of the Grant Date, the Restricted Stock Units will automatically vest in full on the date of the Grantee’s death, regardless of whether the Stock Price Hurdle has been met.

(c)     Change of Control. In the event a Change in Control occurs prior to the fifth anniversary of the Grant Date, the Restricted Stock Units will automatically vest in full on the date of the Change in Control, regardless of whether the Stock Price Hurdle has been met.

The Company shall establish a bookkeeping account on its records for the Grantee and shall credit the Grantee’s Restricted Stock Units to the bookkeeping account.

(a)    If the Restricted Stock Units vest in accordance with Section 2, the vested Restricted Stock Units shall be paid within 30 days after the applicable vesting date.

(b)    On the payment date, each vested Restricted Stock Unit credited to the Grantee’s account shall be settled in whole shares of Common Stock of the Company equal to the number of vested Restricted Stock Units, subject to the payment of any federal, state, local, or foreign withholding taxes as described in Section 11 below, and subject to compliance with the Restrictive Covenants (as defined below). The obligation of the Company to distribute shares upon vesting shall be subject to the rights of the Company as set forth in the Plan and to all applicable laws, rules, regulations, and such approvals by governmental agencies as may be deemed appropriate by the Committee, including as set forth in Section 13 below.

If any change is made to the Common Stock (whether by reason of merger, consolidation, reorganization, recapitalization, stock dividend, stock split, combination of shares, or exchange of shares or any other change in capital structure made without receipt of consideration), then unless such event or change results in the termination of all the Restricted Stock Units granted under these Terms and Conditions, the Committee shall adjust, as provided in the Plan, the number and class of shares underlying the Restricted Stock Units held by the Grantee to reflect the effect of such event or change in the Company’s capital structure in such a way as to preserve the value of the Restricted Stock Units. Any adjustment that occurs under the terms of this Section 5 or the Plan will not change the timing or form of payment with respect to any Restricted Stock Units except in accordance with section 409A of the Code.

(a)    The Grantee acknowledges and agrees that, in consideration for grant of the Restricted Stock Units, the Grantee remains subject to the Restrictive Covenants described in Section 3 of the Retirement Agreement (the “ Restrictive Covenants ”).

2

(b)    The Grantee acknowledges and agrees that in the event that it is determined by a court of competent jurisdiction that the Grantee breached any of the Restrictive Covenants (other than the Code of Conduct, as defined in the Retirement Agreement) or that Grantee materially breached the Code of Conduct:

(i)    The Committee may in its discretion determine that the Grantee shall forfeit the outstanding Restricted Stock Units (without regard to whether the Restricted Stock Units have vested), and the outstanding Restricted Stock Units shall immediately terminate; and

(ii)    The Committee may in its discretion require the Grantee to return to the Company any shares of Common Stock received in settlement of the Restricted Stock Units; provided, that if the Grantee has disposed of any shares of Common Stock received upon settlement of the Restricted Stock Units, then the Committee may require the Grantee to pay to the Company, in cash, the fair market value of such shares of Common Stock as of the date of disposition.    The Committee shall exercise the right of recoupment provided in this subsection (ii) within 180 days after the court of competent jurisdiction’s determination described above.

The Grantee has no voting rights and no rights to receive dividends or dividend equivalents or other ownership rights and privileges of a stockholder with respect to the shares of Common Stock subject to the Restricted Stock Units.

Neither the award of Restricted Stock Units, nor any other action taken with respect to the Restricted Stock Units, shall confer upon the Grantee any right to continue in the employ or service of the Company or an Affiliate or shall interfere in any way with the right of the Company or an Affiliate to terminate Grantee’s employment or service at any time.

Any notice to the Company provided for in these Terms and Conditions shall be addressed to it in care of the Corporate Secretary of the Company, 1601 Market Street, Philadelphia, Pennsylvania 19103-2197, and any notice to the Grantee shall be addressed to such Grantee at the current address shown on the payroll system of the Company or an Affiliate thereof, or to such other address as the Grantee may designate to the Company in writing. Any notice provided for hereunder shall be delivered by hand, sent by telecopy or electronic mail, or enclosed in a properly sealed envelope addressed as stated above, registered and deposited, postage and registry fee prepaid in the United States mail, or other mail delivery service. Notice to the Company shall be deemed effective upon receipt. By receipt of these Terms and Conditions, the Grantee hereby consents to the delivery of information (including without limitation, information required to be delivered to the Grantee pursuant to the applicable securities laws) regarding the Company, the Plan, and the Restricted Stock Units via the Company’s electronic mail system or other electronic delivery system.

3

These Terms and Conditions are made pursuant to the terms of the Plan, the terms of which are incorporated herein by reference, and shall in all respects be interpreted in accordance therewith. The decisions of the Committee shall be conclusive upon any question arising hereunder. The Grantee’s receipt of the Restricted Stock Units awarded under these Terms and Conditions constitutes such Grantee’s acknowledgment that all decisions and determinations of the Committee with respect to the Plan, these Terms and Conditions, and/or the Restricted Stock Units shall be final and binding on the Grantee, his or her beneficiaries, and any other person having or claiming an interest in such Restricted Stock Units. The settlement of any award with respect to Restricted Stock Units is subject to the provisions of the Plan and to interpretations, regulations, and determinations concerning the Plan as established from time to time by the Committee in accordance with the provisions of the Plan. A copy of the Plan will be furnished to each Grantee upon request. Additional copies may be obtained from the Corporate Secretary of the Company, 1601 Market Street, Philadelphia, Pennsylvania 19103-2197.

The Grantee is solely responsible for the satisfaction of all taxes and penalties that may arise in connection with the Restricted Stock Units pursuant to these Terms and Conditions. At the time of taxation, the Company shall have the right to deduct from other compensation, or from amounts payable upon settlement of the Restricted Stock Units, an amount equal to the federal (including FICA), state, local and foreign income and payroll taxes and other amounts as may be required by law to be withheld with respect to the Restricted Stock Units. Subject to approval by the Committee and unless the Grantee otherwise notifies the Company that he will pay the taxes in cash, taxes may be withheld upon settlement of the Restricted Stock Units by withholding shares of the Company’s Common Stock, provided that any share withholding shall not exceed the Grantee’s minimum applicable withholding tax rate for federal (including FICA), state, local, and foreign tax liabilities, unless the Committee determines otherwise, consistent with the terms of the Plan.

The validity, construction, interpretation, and effect of this instrument shall exclusively be governed by, and determined in accordance with, the applicable laws of the State of Delaware, excluding any conflicts or choice of law rule or principle.

These Terms and Conditions shall be subject to any required approvals by any governmental or regulatory agencies. This award of Restricted Stock Units shall also be subject to any applicable clawback or recoupment policies, share trading policies, and other policies that may be implemented by the Board from time to time in accordance with applicable law. Notwithstanding anything in these Terms and Conditions to the contrary, the Plan, these Terms and Conditions, and the Restricted Stock Units awarded hereunder shall be subject to all applicable laws, including any laws, regulations, restrictions, or governmental guidance that becomes applicable in the event of the Company’s participation in any governmental programs, and the Committee reserves the right to modify these Terms and Conditions and the Restricted Stock Units as necessary to conform to any restrictions imposed by any such laws, regulations,

4

restrictions, or governmental guidance or to conform to any applicable clawback or recoupment policies, share trading policies, and other policies that may be implemented by the Board from time to time. As a condition of participating in the Plan, and by the Grantee’s acceptance of the Restricted Stock Units, the Grantee is deemed to have agreed to any such modifications that may be imposed by the Committee, and agrees to sign such waivers or acknowledgments as the Committee may deem necessary or appropriate with respect to such modifications.

These Terms and Conditions shall bind and inure to the benefit of the successors and assignees of the Company. The Grantee may not sell, assign, transfer, pledge, or otherwise dispose of the Restricted Stock Units, except to a Successor Grantee in the event of the Grantee’s death.

This award of Restricted Stock Units is intended to comply with the “short term deferral” exception to section 409A of the Code and shall be administered in accordance with section 409A of the Code or such exception. Notwithstanding any provision to the contrary herein, payments made with respect to this award of Restricted Stock Units may only be made in a manner and upon an event permitted by section 409A of the Code or an exception. To the extent that any provision of these Terms and Conditions would cause a conflict with the requirements of section 409A of the Code or an exception, or would cause the administration of the Restricted Stock Units to fail to satisfy the requirements of section 409A of the Code, if applicable, such provision shall be deemed null and void to the extent permitted by applicable law. If this award of Restricted Stock Units is subject to section 409A, in no event shall the Grantee, directly or indirectly, designate the calendar year of payment.

IN WITNESS WHEREOF , the Company has caused its duly authorized officer to execute and attest this instrument, and the Grantee has placed his or her signature hereon, effective as of the Grant Date set forth above.

By electronically acknowledging and accepting this award of Restricted Stock Units following the date of the Company’s electronic notification to the Grantee, the Grantee (a) acknowledges receipt of the Plan incorporated herein, (b) acknowledges that he has read the Award Summary delivered in connection with this grant of Restricted Stock Units and these Terms and Conditions and understands the terms and conditions of them, (c) accepts the award of the Restricted Stock Units described in these Terms and Conditions, (d) agrees to be bound by the terms of the Plan and these Terms and Conditions, and (e) agrees that all decisions and determinations of the Committee with respect to the Restricted Stock Units shall be final and binding.

5

Exhibit 10.7

RADIAN GROUP INC. STI/MTI INCENTIVE PLAN

FOR EXECUTIVE EMPLOYEES

I.      Purpose . The purpose of the Radian Group Inc. STI/MTI Incentive Plan for Executive Employees (the “Plan”) is to provide a means whereby Radian Group Inc. may provide incentive compensation to eligible employees who hold the position of Vice President or above. The Plan was effective as of January 1, 2009 (“Effective Date”). The Plan has been amended and restated as of January 1, 2017 and shall apply to STI Bonuses and MTI Bonuses calculated for fiscal years beginning on or after January 1, 2017.

II.      Definitions . Whenever used in this Plan, the following terms will have the respective meanings set forth below:

2.1    “ Actual Incentive Award ” means the allocated amount described in Section 5.1 for a Participant. Pursuant to the terms of Section V, 50% of each Actual Incentive Award will be available for payment as an STI Bonus, and the remaining 50% of the Actual Incentive Award will be available for payment as an MTI Bonus.

2.2    “ Actual Incentive Award Pool ” means the total amount, based on performance, that is available to be allocated as Actual Incentive Awards to Participants for a two-year performance period, as determined by the Compensation Committee.

2.3    “ Actual MTI Pool ” means the total amount, based on performance, that is available to be allocated as MTI Bonuses to Participants, as determined by the Compensation Committee.

2.4    “ Affiliate ” means each entity owned by Radian. Only Affiliates specified by the Compensation Committee will be participating employers in the Plan.

2.5    “ Board ” means the board of directors of Radian.

2.6    “ Cause ” has the meaning assigned to such term in an executive employment agreement or executive severance agreement between the Participant and Radian or an Affiliate (for purposes of clarity, “executive employment agreement” and “executive severance agreement” shall not be interpreted to include offer letters, notwithstanding any terms of employment or severance in such letters), or, if there is no such agreement, “Cause” means any of the following conduct by a Participant, as determined in the sole discretion of the Chief Executive Officer of Radian and the Chief Human Resources Officer of Radian: (1) indictment for, conviction of, or pleading nolo contendere to, a felony or a crime involving fraud, misrepresentation, or moral turpitude (excluding traffic offenses other than traffic offenses involving the use of alcohol or illegal substances); (2) fraud, dishonesty, theft, or misappropriation of funds in connection with the Participant’s duties with Radian and its

Affiliates; (3) material violation of Radian’s Code of Conduct or employment policies, as in effect from time to time; (4) a breach of any written confidentiality, nonsolicitation or noncompetition covenant with Radian or an Affiliate; or (5) negligence, misconduct or other failure to perform the Employee’s duties with Radian and its Affiliates after receiving written notice from Radian or an Affiliate of the deficiencies on which such termination is based.

2.7    “ Committee ” means (i) for all determinations made with respect to Management, the Compensation Committee, and (ii) for determinations made with respect to all other Employees (except for those determinations specifically reserved to the Compensation Committee), a committee consisting of Management or its delegates.

2.8    “ Compensation Committee ” means the Compensation and Human Resources Committee of the Board.

2.9    “ Disability ” has the meaning assigned to such term in the Participant’s employment agreement or severance agreement entered into with Radian or an Affiliate and if there is no such agreement or definition, Disability means a physical or mental impairment of sufficient severity that the Participant is both eligible for and in receipt of benefits under the long-term disability program maintained by Radian. The date of Disability for purposes of the Plan is the date on which the Participant begins receiving such long-term disability benefits.

2.10    “ Employee ” means an employee of Radian or an Affiliate specified by the Compensation Committee who is not classified as a “temporary employee,” but excluding any person who is classified by Radian or any Affiliate as a “contractor” or “consultant,” no matter how characterized by the Internal Revenue Service, other governmental agency or a court. Any change of characterization of an individual by the Internal Revenue Service or any court or government agency shall have no effect upon the classification of an individual as an Employee for purposes of this Plan, unless the Committee determines otherwise.

2.11    “ Good Reason ” has the meaning assigned to such term in the Participant’s employment agreement or severance agreement entered into with Radian or an Affiliate, if any.

2.12    “ Management ” means the Chief Executive Officer of Radian and members of the executive team as designated by the Chief Executive Officer of Radian.

2.13    “ MTI Bonus ” means a medium term incentive bonus based on performance, with a target of 50% of the Participant’s Actual Incentive Award, as described in Section 5.2.

2.14    “ MTI Target Award ” shall have the meaning given that term in Section 5.2(a).

2.15    “ Participant ” means an Employee who holds the position of Vice President or above and who is designated as a participant in the Plan pursuant to Section III for a fiscal year.

2.16    “ Plan ” means this Radian Group Inc. STI/MTI Incentive Plan for Executive Employees, as in effect from time to time.

2

2.20    “ Target Incentive Award ” means a target bonus amount established by the Committee for each Participant for a two year performance period, which will be equal to a stated dollar amount or a set percentage of the Participant’s base salary, as determined in the sole discretion of the Committee.

2.21     “ Target Incentive Award Pool ” means the aggregate amount of all Target Incentive Award amounts established for all Participants for a two-year performance period.

2.22     “ Target MTI Pool ” means the aggregate amount of all MTI Target Awards established for all Participants, as described in Section 5.1(c).

III.      Eligibility; Participation; Newly Hired Employees .

3.1    The Committee will designate the Employees who will participate in the Plan for each performance period. Employees are eligible for designation by the Committee if they (i) are employed by Radian or an Affiliate specified by the Committee, (ii) hold the position of Vice President or above, and (iii) are not participating in any other short-term incentive plan sponsored by Radian or an Affiliate. The Committee has sole discretion to determine which Employees will participate in the Plan.

3.2    Notwithstanding the foregoing, Employees who are newly hired or who are promoted or transferred into a position eligible to participate in the Plan on or after October 1st of the first fiscal year of the performance period shall not be eligible to participate in the Plan for such performance period. Employees who are newly hired or who are promoted or transferred into a position eligible to participate in the Plan before October 1st of the first fiscal year of the performance period shall be eligible to participate in the Plan for such performance period and shall be eligible to receive a prorated bonus award calculated in whole months based on the relative time spent in the eligible position during the performance period, as determined by the Committee.

3.3    The Committee may determine that certain Participants will only be eligible for STI Bonuses and will not be eligible for MTI Bonuses.

IV.      Performance Metrics/Goals . The Compensation Committee will establish the applicable business and/or financial performance metrics or goals that Radian and/or specified Affiliates will be measured against in order to determine the Actual Incentive Award Pool and the Actual MTI Award Pool pursuant to which STI Bonuses and MTI Bonuses are to be payable or allocated, as applicable, for each two-year performance period. The business and/or financial

3

performance goals will be established and communicated in writing to eligible Participants. At the end of each fiscal year, the Compensation Committee will determine whether, and to what extent, such performance goals have been met for that year for purposes of funding the bonus pools to be awarded or allocated under this Plan. The Compensation Committee may adjust the performance results for extraordinary items or other events or circumstances, as the Compensation Committee deems appropriate.

V.      Incentive Bonus Program .

5.1     Incentive Awards

(a)     Target Incentive Awards. At the beginning of each two-year performance period, the Committee will establish a Target Incentive Award for each Participant. Unless the Committee establishes a new Target Incentive Award for a Participant for a fiscal year, the Participant’s Target Incentive Award will be the same Target Incentive Award as in effect for the Participant for the immediately preceding fiscal year. The Target Incentive Award Pool will be equal to 100% of the Target Incentive Award amounts for all eligible Participants for the year.

(b)     Approval of Incentive Award Amounts.

(1)    At the end of the first fiscal year of each performance period, the Compensation Committee will determine how much, if any, of the Target Incentive Award Pool will be available to be allocated as Actual Incentive Awards based on Radian’s and its Affiliates’ achievement of the performance goals for the first fiscal year that were established pursuant to Section IV. The Actual Incentive Award Pool may range from zero to 200% of the Target Incentive Award Pool.

(2)    The Committee will allocate the Actual Incentive Award Pool among Participants, in its sole discretion, based on such criteria as the Committee deems appropriate, which may include the Participant’s performance rating, the Participant’s relative Target Incentive Award and other factors determined in the sole discretion of the Committee. A Participant’s Actual Incentive Award may range from zero to 200% of the Participant’s Target Incentive Award amount. The total amount of the Actual Incentive Awards allocated to all Participants in a fiscal year will not exceed the Actual Incentive Award Pool established under Section 5.1(b)(1) for the fiscal year based on the performance of Radian and its Affiliates.

(c)     Payment of STI Bonuses; Establishment of MTI Target Award. Except as provided in Section 5.1(d) below, if an Actual Incentive Award is allocated to a Participant based on performance for the first fiscal year, 50% of the Actual Incentive Award amount will be paid in cash to the Participant in a single lump sum payment as an STI Bonus between January 1 and March 15 following the end of the fiscal year for which the Actual Incentive Award is allocated. The remaining 50% of the Actual Incentive Award amount will be established as the “MTI Target Award” for the Participant and will be payable based on achievement of performance goals realized in the second year of the performance period, as set

4

forth in Section 5.2. Except as provided in Sections 5.1(e) and (f), a Participant must be employed by Radian or an Affiliate on the date on which the STI Bonus is paid in order to receive an STI Bonus for the fiscal year. If no Actual Incentive Award amount is allocated to a Participant for a fiscal year, the Participant will not receive an STI Bonus or an MTI Target Award or be eligible to receive an MTI Bonus.

(d)     Payment of STI Bonuses to Participants who are Not Eligible for MTI Bonuses. For Participants who are not eligible to receive MTI Bonuses pursuant to Section 3.3, if an Actual Incentive Award is allocated to a Participant based on performance for the first fiscal year, 100% of the Actual Incentive Award amount will be paid in cash to the Participant in a single lump sum payment as an STI Bonus between January 1 and March 15 following the end of the fiscal year for which the Actual Incentive Award is allocated. The Participant will not be eligible to receive an MTI Bonus.

(e)     Involuntary Termination . If, on or after December 31st of the first fiscal year of the performance period but prior to the payment date for the STI Bonus, a Participant’s employment is terminated by Radian and its Affiliates without Cause (or the Participant terminates employment for Good Reason, in the case of a Participant who has an employment agreement or severance agreement with Radian or an Affiliate that provides for termination on account of Good Reason), and in either case the Participant executes and does not revoke a Release (as described in Section 5.3), the Participant will receive his or her STI Bonus, as determined under Section 5.1(c), and (unless Section 5.1(d) applies to the Participant) the Participant will receive his or her MTI Bonus, as determined under Section 5.2(b), in each case based on the achievement of the performance goals. The payable amount, if any, will be paid to the Participant at the same time as STI Bonuses and MTI Bonuses, as applicable, are paid to other Participants for the fiscal year.

(f)     Death or Disability . If a Participant’s employment terminates on account of death, or a Participant incurs a Disability, before the payment date for the STI Bonus, the Participant will be paid a pro rata portion of the Participant’s STI Bonus, with the Participant’s STI Bonus equal to an amount calculated as the percentage of the Participant’s Target Incentive Award that is equal to the percentage that the Actual Incentive Award Pool (as determined under 5.1(b)) represents to the Target Incentive Award Pool; provided that, in the case of Disability, payment is conditioned on the Participant executing and not revoking a Release. The pro rata portion of the Participant’s STI Bonus that shall be paid pursuant to this Section 5.1(f), if any, shall be calculated by multiplying the amount of the Participant’s STI Bonus, as determined above in the Section 5.1(f), by a fraction, the numerator of which is the number of days during the first fiscal year of the performance period that the Participant was employed by Radian or an Affiliate and the denominator of which is the number of days in the first fiscal year of the performance period. The payable amount, if any, will be paid to the Participant, or the Participant’s personal representative in the case of death, at the same time as STI Bonuses are paid to other Participants.

5

5.2     Medium Term Incentive Bonus.

(a)     MTI Target Award. Except as provided in Section 5.1(d), each Participant who is allocated an Actual Incentive Award amount based on performance for the first fiscal year of the performance period, and who received payment of an STI Bonus, will have an MTI Target Award equal to 50% of the Actual Incentive Award amount allocated to the Participant. The Target MTI Pool for the second fiscal year of the performance period will be equal to 100% of the MTI Target Awards established for all eligible Participants. Each such Participant may be paid a percentage of his or her MTI Target Award as a cash MTI Bonus based on performance for the second fiscal year of the performance period, as set forth in Section 5.2(b).

(b)     Approval of MTI Bonus Payments.

(1)    At the end of the second fiscal year of the performance period, the Compensation Committee will determine how much, if any, of the Target MTI Pool will be available for payment of MTI Bonuses, based upon the achievement of the performance goals realized for the second fiscal year of the performance period that were established pursuant to Section IV. The Actual MTI Pool will be a percentage ranging from zero to 150% of the Target MTI Pool, as determined by the Compensation Committee.

(2)    The MTI Bonus payable to a Participant, if any, shall equal the Participant’s MTI Target Award multiplied by the percentage established by the Committee based on performance as described in Section 5.2(b)(1) to establish the Actual MTI Pool.

(c)     Payment of MTI Bonuses. If a Participant is awarded an MTI Bonus for a fiscal year, the MTI Bonus will be paid in cash to the Participant in a single lump sum payment between January 1 and March 15 following the end of the second fiscal year of the performance period. If a Participant who receives payment of an STI Bonus for the first fiscal year of the performance period terminates employment for any reason (voluntarily or involuntarily) other than Cause, the Participant will remain eligible to receive an MTI Bonus, as determined under Section 5.2(b), provided that the Participant executes and does not revoke a Release (as described in Section 5.3). Such MTI Bonus shall be payable at the same time as MTI Bonuses are paid to other Participants. A Participant will not receive any MTI Bonus if the Participant’s employment is terminated for Cause. If a Participant’s employment terminates on account of death, any MTI Bonus will be paid to the Participant’s personal representative at the same time as MTI Bonuses are paid to other Participants.

5.3     Release . Any payment of an STI Bonus or an MTI Bonus after the Participant’s termination of employment (except for termination of employment upon death) or on account of Disability shall be conditioned on the Participant executing and not revoking a written Release. The Release will be in a form provided by Radian and will release all claims against Radian, its Affiliates and all related parties with respect to all matters arising out of Participant’s employment by Radian or an Affiliate, or the termination thereof (other than claims based upon any entitlements under the terms of this Plan or under any plans or programs of Radian and its Affiliates under which Participant has accrued a benefit).

6

VI.      Administration . The Committee will have full power and discretionary authority to interpret the Plan. Except as specifically provided otherwise herein, the Committee will have full power and discretionary authority to administer the Plan, to make all determinations, including all participation and award determinations, and to prescribe, amend and rescind any rules, forms or procedures as the Committee deems necessary or appropriate for the proper administration of the Plan and to make any other determinations and take such other actions as the Committee deems necessary or advisable in carrying out its duties under the Plan. Any action required of the Committee under the Plan will be made in the sole discretion of the Committee and not in a fiduciary capacity. All decisions and determinations by the Committee will be final, conclusive and binding on Radian, its Affiliates, the Participants and any other persons having or claiming an interest hereunder. All STI Bonuses and MTI Bonuses will be awarded conditional upon the Participant’s acknowledgement, by participation in the Plan, that all decisions and determinations of the Committee will be final and binding on the Participant, his or her beneficiaries and any other person having or claiming an interest in such STI Bonuses or MTI Bonuses.

VII.      General Provisions .

7.1     Transferability. No awards under this Plan may be transferred, assigned, pledged or encumbered by the Participant nor may any awards under this Plan be subject to any claim of any creditor, and, in particular, to the fullest extent permitted by law, all such payments, benefits and rights will be free from attachment, garnishment, trustee’s process, or any other legal or equitable process available to any creditor of such Participant.

7.2     Unfunded Arrangement. The Plan is an unfunded incentive compensation arrangement. Nothing contained in the Plan, and no action taken pursuant to the Plan, will create or be construed to create a trust of any kind. Each Participant’s interest in an STI Bonus or MTI Bonus will be no greater than the right of an unsecured general creditor of Radian. All STI Bonuses and MTI Bonuses will be paid from the general funds of Radian, and no special or separate fund will be established and no segregation of assets will be made to assure payment of the STI Bonuses and MTI Bonuses.

7.3     Withholding Tax. All payments under this Plan shall be made subject to applicable tax withholding, and Radian or an Affiliate shall withhold from any payments under this Plan all federal, state and local taxes as Radian or an Affiliate is required to withhold pursuant to any law or governmental rule or regulation. The Participant shall bear all expense of, and be solely responsible for, all federal, state and local taxes due with respect to any payment received under this Plan.

7.4     No Rights to Employment. Nothing in the Plan, and no action taken pursuant hereto, will give a Participant any right to continued employment. Each Participant’s employment continues to be at-will, which means that Radian or an Affiliate can terminate the Participant’s employment at any time for cause or for no cause whatsoever.

7

7.5     Deferrals . Radian may allow selected Participants to defer part or all of their STI Bonuses or MTI Bonuses under a deferred compensation plan, consistent with Section 409A of the Internal Revenue Code. If a Participant elects to defer an STI Bonus or MTI Bonus pursuant to a deferred compensation plan, the STI Bonus or MTI Bonus will be paid at the time and in the form determined under the deferred compensation plan, notwithstanding the payment terms of this Plan.

7.6     Section 409A . The Plan is intended to comply with the short-term deferral rule set forth in the regulations under section 409A of the Internal Revenue Code in order to avoid application of section 409A to the Plan. If and to the extent that any payment under this Plan is deemed to be deferred compensation subject to the requirements of section 409A, this Plan will be administered so that such payments are made in accordance with the requirements of section 409A, including the six-month delay required for “specified employees,” if applicable. In no event shall a Participant, directly or indirectly, designate the calendar year of payment, except in accordance with Section 409A. If a payment is subject to section 409A, is subject to execution of a Release, and could be made in more than one taxable year, based on timing of the execution of the Release, payment shall be made in the later taxable year, as required under section 409A.

7.7     Termination and Amendment of the Plan. The Compensation Committee may amend or terminate the Plan at any time.

7.8     Successors. The Plan will be binding upon and inure to the benefit of Radian, its successors and assigns, and each Participant and his or her heirs, executors, administrators and legal representatives.

7.9     Applicable Law.

(a)    The Plan shall be construed, administered and governed in all respects under and by the applicable laws of the Commonwealth of Pennsylvania, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation to the substantive law of another jurisdiction.

(b)    As a condition of participating in the Plan, each Participant irrevocably and unconditionally (i) agrees that any legal proceeding arising out of the Plan may be brought only in the United States District Court for the Eastern District of Pennsylvania, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in Philadelphia County, Pennsylvania, (ii) consents to the sole and exclusive jurisdiction and venue of such court in any such proceeding, and (iii) waives any objection to the laying of venue of any such proceeding in any such court. The Participant also irrevocably and unconditionally consents to the service of any process, pleadings, notices, or other papers.

(c)    In addition, the Plan shall be subject to any required approvals by any governmental or regulatory agencies. STI Bonuses and MTI Bonuses shall be subject to any applicable clawback or recoupment policies and other policies that may be implemented by the Board from time to time in accordance with applicable law. Notwithstanding anything in the Plan to the contrary, the Plan, STI Bonuses and MTI Bonuses shall be subject to all applicable laws, including any laws, regulations, restrictions, or governmental guidance that becomes applicable in the event of the Company’s participation in any governmental programs, and the Committee reserves the right to modify the Plan as necessary to conform to any restrictions imposed by any such laws, regulations, restrictions, or governmental guidance or to conform to any applicable clawback or recoupment policies and other policies that may be implemented by the Board from time to time. As a condition of participating in the Plan and accepting payment of any STI Bonus and MTI Bonus, all Participants agree to any such modifications that may be imposed by the Committee, and all Participants agree to sign such waivers or acknowledgments as the Committee may deem necessary or appropriate with respect to such modifications.

Revision History