Amended and Restated Voluntary Deferred Compensation Plan for Officers


 Exhibit 10.2 
  
 RADIAN VOLUNTARY DEFERRED 
 COMPENSATION PLAN FOR OFFICERS 
  
 Amended and Restated December 12, 2005 
  
 ARTICLE I - Definitions 
  
 “Account” shall mean a bookkeeping record of the accumulated contributions determined for each Participant, including any earnings credited to or debited from such contributions. Except as provided in Section 3.07, a
Participant’s Account shall be fully vested and nonforfeitable at all times. 
  
 “Benefit Commencement Date” means the date irrevocably elected by the Participant pursuant to Section 2.04. 
  
 “Board” means the Board of Directors of Radian Group Inc. 
  
 “Company” means Radian Group Inc., a Delaware corporation, and its corporate successors and assigns, and any Subsidiary which is authorized by the Board to
adopt this Plan by action of its board of directors or other governing body. 
  
 “Committee” means the Stock Option and Compensation Committee of the Board. 
  
 “Compensation” means annual bonuses paid to Participants after the close of each calendar year for which the bonuses are earned. 
  
 “Contingent deferred obligation” means the total amount of the Company’s contingent liability for payment of deferred
benefits under the Plan. 
  
 “Deferred Compensation” means the amount of
Compensation that a Participant has irrevocably elected to defer under the terms of this Plan. 
  
 “Disabled” and “Disability” shall have the meanings assigned to such terms in the Company’s disability plan. 
  
 “Eligible Executive” means an executive of the Company, or of a Subsidiary, who has the rank of Senior Vice President or higher
and such other officers of the Company as the Committee may designate. 
  
 “Participant” means an Eligible Executive who elects to participate in the Plan, and further differentiated as follows: 
  
 (i) “Active Participant”: A Participant who is an employee of the Company at the time in question. 






 (ii) “Inactive Participant”: A Participant who is not an employee of the Company at the time in
question. 
  
 “Plan” means this Voluntary Deferred Compensation Plan as
it may be amended from time to time. 
  
 “Plan Year” means the calendar
year during which a Participant’s Compensation is earned. 
  
 “Retirement” means a Participant’s retirement as defined under Radian’s Pension Plan. 
  
 “Subsidiary” means a company of which the Company owns, directly or indirectly, at least a majority of the shares having voting power in the election of
directors. 
  
 ARTICLE II - Designation of
Participants and Payment of Account 
  
 Section 2.01. Each individual
who is eligible to participate in the Plan shall complete such forms and provide such data as are reasonably required by the Committee as a precondition to Plan participation. 
  
 Section 2.02. Each Participant must fully complete the deferral election form provided by the Company, irrevocably electing to reduce
their Compensation by an amount equal to between 10% and 100% in increments of 1% only. By making such election, the Participant shall for all purposes be deemed conclusively to have consented to the provisions of the Plan and to all subsequent
amendments thereto. For the first Plan Year (i.e., 1999), such forms must be filed prior to January 1, 2000. With respect to all Plan Years other than the first Plan Year, such forms must be filed prior to January 1 of such Plan Year or at
such earlier time as may be set by the Committee in its sole discretion. A separate deferral election must be filed for each Plan Year. 
  
 Section 2.03. A Participant may elect to receive a single sum payment or annual installment payments over a term of ten years. 
  
 Section 2.04. A Participant may elect to receive payments in January of any year which
is at least two (2) years following the Plan Year for such election. The Benefit Commencement Date specified in the Participant’s deferral election shall be accelerated upon the Participant’s death, Disability or Retirement.

  
 Section 2.05. For amounts deferred in 2004 or earlier, a Participant
shall have the option of postponing an elected Benefit Commencement Date by making an irrevocable election to roll over such election prior to the year in which such benefit is payable. Such redeferral shall be for at least two (2) years from
the year of the original Benefit 

  

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Commencement Date. A Participant shall make such election on a form designated by the Committee. (For the avoidance of doubt, an amount deferred in 2004 or
earlier and any earnings thereon shall always be deemed to be “an amount deferred in 2004 or earlier” for the purposes of this section regardless of how many times or when such amount was redeferred as long as such amount was redeferred in
accordance with the terms of the Plan in existence on October 3, 2004.) 
  
 Section 2.06. For amounts deferred after 2004, a Participant shall have the option of postponing an elected Benefit Commencement Date by making an irrevocable election to roll over such election at least one (1) year prior to the
year in which such benefit is payable. Such redeferral shall be for at least five (5) years from the year of the original Benefit Commencement Date. A Participant shall make such election on a form designated by the Committee. 
  
 ARTICLE III - Contingent Future Payments, Earnings,
Investments and Forfeitures 
  
 Section 3.01. The Committee shall cause
an Account to be kept in the name of each Participant which shall reflect the value of the deferred contingent benefits payable to such Participant or beneficiary under the Plan. Each Account shall be maintained for bookkeeping purposes only.
Neither the Plan nor any of the Accounts established under the Plan shall hold any actual funds or assets. 
  
 Section 3.02. As soon as practicable after each year, each Active Participant’s Account shall be credited with earnings and debited with losses in accordance with the annual rate of return option elected by
the Participant on their deferral election form. The annual rate of return election is irrevocable. The annual rate of return options available under the Plan are: 
  
 (a) 200 basis points in excess of the average yield on 30-year U.S. Treasuries in effect on the last business day of each month of the year;

  
 (b) the Company’s reported return on equity (positive or negative) for
the year, using (i) the Company’s net income or loss after excluding expenses associated with transactions that, in the opinion of the Committee, are extraordinary and non-recurring, divided by (ii) the average of the common
stockholders equity calculated as the first day of the year and the last day of the year; and 
  
 (c) the change in the value of the Company’s Common Stock (positive or negative) for the year. 
  
 In the event the Participant elects return option (c) above with regard to any deferred amount, such deferred amount shall be increased by 20%. If in the two years
following the year of such deferral, the Participant (i) leaves the Company’s employ for any reason other than their death, Disability or Retirement, or (ii) makes an election under Section 5.07 or 5.08 to withdraw all or any
part of such deferred amount, then such 20% increase and the return associated with such increase shall be deducted from their Account. (For 

  

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example, if in a given year, the Participant defers $100,000 and elects return option (c) above with regard to such amount, their Account shall be
credited with $120,000 and the Common Stock return shall be applied to the full $120,000. If at any point in the two years following the year of such deferral, they elect an early payment of all or any part of such amount or leave the Company’s
employ for any reason other than their death, Disability or Retirement, $20,000 and any return associated with such $20,000 shall be deducted from their Account.) 
  
 Section 3.03. As soon as practicable after each year, each Inactive Participant’s Account shall be credited with earnings based
upon: (i) the average yield on 5-year U.S. Treasuries on the last business day of each month of such year plus 100 basis points if they left the Company’s employ because of their death, Disability or Retirement, or (ii) the average
yield on 30-year U.S. Treasuries on the last business day of each month of such year if they left the Company’s employ for any other reason. A Participant who leaves the Company’s employ shall have the rate of return they selected in
accordance with Section 3.02 applied to their Deferred Compensation until the date they terminated their employment status; the rate of return for Inactive Participants provided under this Section 3.03 shall be applied to their Deferred
Compensation from that date until such compensation is distributed. 
  
 Section 3.04. Each Participant’s account shall be credited with the amount of Deferred Compensation for such Plan Year as of the date such Deferred Compensation would have been paid to the Participant had it not been deferred in
accordance with this Plan. All earning or losses thereon shall be prorated accordingly. 
  
 Section 3.05. Until deferred benefits hereunder are distributed in accordance with the terms of the Plan, the interest of each Participant and beneficiary therein is contingent only and is subject to forfeiture as provided in
Section 3.07. Title to and beneficial ownership of any assets, whether cash or investments, which the Company may set aside or earmark to meet its contingent deferred obligation hereunder, shall at all times remain in the Company. All Plan
Participants and beneficiaries are general unsecured creditors of the Company with respect to the benefits due hereunder and the Plan constitutes an agreement by the Company to make benefit payments in the future. It is the intention of the Company
that the Plan be considered unfunded for tax purposes. 
  
 Section 3.06. In
order to meet its contingent deferred obligations hereunder, funds may be set aside or earmarked by the Company. These funds may be kept in cash, or invested and reinvested, in the discretion of the Committee. The Company may, but is not required
to, establish a grantor trust which may be used to hold assets of the Company which are maintained as reserves against the Company’s unfunded, unsecured obligations hereunder. Such reserves shall at all times be subject to the claims of the
Company’s creditors. To the extent such trust or other vehicle is established, and assets contributed, for the purpose of fulfilling the Company’s obligation hereunder, then such obligation of the Company shall be reduced to the extent
such assets are utilized to meet its obligations hereunder. 
  

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 Section 3.07. The contingent right of a Participant or beneficiary to receive future payments hereunder shall be
forfeited upon the occurrence of any one or more of the following events: 
  
 (a)
If the Participant is discharged from employment by the Company or a Subsidiary for acts which constitute their willful misconduct in connection with the performance of their duties to the Company or a Subsidiary, and such conduct shall have been
materially harmful to the Company or a Subsidiary, including, but without limiting the generality of the foregoing, misappropriation of funds or property of the Company or a Subsidiary, securing or attempting to secure personally any profit in
connection with any transaction entered into on behalf of the Company or a Subsidiary, or committing the Company or a Subsidiary to any transaction adverse to its respective interests except as a result of a good faith error in judgment, or

  
 (b) If the Participant shall enter into a business or employment which the
Committee determines to be (i) detrimentally competitive with the business of the Company or a Subsidiary, and (ii) substantially injurious to the Company’s financial interests. 
  
 ARTICLE IV - Death Benefits 
  
 Section 4.01. In the event that a Participant dies prior to their Benefit Commencement
Date, the Participant’s Account shall accrue annual earnings thereafter in accordance with Section 3.03 until such time as the Account is distributed. The beneficiary of such Participant shall receive as a death benefit a single sum equal
to the entire value of the Account in January of the year immediately following the Participant’s death. 
  
 Section 4.02. In the event that a Participant dies after their Benefit Commencement Date, the beneficiary of such Participant shall receive as a death benefit a single sum equal to the entire value of the
Account. 
  
 ARTICLE V - Payment of Benefits

  
 Section 5.01. A Participant’s Account shall become payable to
the Participant as soon as administratively practical following the Benefit Commencement Date specified in their deferral election. If the Participant has elected to receive their Account in annual installments, the Participant’s Account will
continue to be credited with earnings or losses calculated in accordance with their elections. Each annual payment shall be calculated by dividing the remaining value of the Account (or portion thereof) by the number of remaining annual installment
payments to be made to the Participant. 
  
 Section 5.02. A Participant’s death benefit shall be payable to their beneficiary as set forth in Article IV. 
  

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 Section 5.03. A Participant shall be paid the value of their Account (or portion thereof) beginning at the Benefit
Commencement Date in a single sum or in periodic installment payments payable annually for ten years as irrevocably elected by the Participant. 
  
 Section 5.04. If a Participant or beneficiary entitled to receive any benefits hereunder is a minor or is determined to be legally incapable of giving valid receipt
and discharge for such benefits, benefits will be paid to such person as the Committee may designate for the benefit of such Participant or beneficiary. Such payments shall be considered a payment to such Participant or beneficiary and shall, to the
extent made, be deemed a complete discharge of any liability for such payments under the Plan. 
  
 Section 5.05. The Committee shall make all reasonable attempts to determine the identity and/or whereabouts of a Participant or a Participant’s beneficiary entitled to benefits under the Plan, including the
mailing by certified mail of a notice to the last known address shown on the Company’s or the Committee’s records. If the Committee is unable to locate such a person entitled to benefits hereunder, or if there has been no claim made for
such benefits, the Company shall continue to hold the benefit due such person, subject to any applicable statute of escheats. 
  
 Section 5.06. In the event of the Participant’s Disability prior to their selected Benefit Commencement Date, the Participant’s Benefit Commencement Date
shall be adjusted to the January following the three month period following the Participant’s Disability. In the event of the Participant’s Retirement prior to their selected Benefit Commencement Date, the Participant’s Benefit
Commencement Date shall be adjusted to the January following the six month period following the Participant’s Retirement. In either case, the Participant’s Account shall be paid in the manner prescribed on the Participant’s election
form, except with regard to the Participant’s originally selected Benefit Commencement Date. 
  
 Section 5.07. For amounts deferred in 2004 or earlier, a Participant may elect at any time to be paid the total of such amounts plus earnings thereon, in which case the Participant shall be paid such amount, less
10% of such amount as an early withdrawal penalty, as soon as practicable. (For the avoidance of doubt, an amount deferred in 2004 or earlier and any earnings thereon shall always be deemed to be “an amount deferred in 2004 or earlier” for
the purposes of this section regardless of how many times or when such amount was redeferred as long as such amount was redeferred in accordance with the terms of the Plan in existence on October 3, 2004.) 
  
 Section 5.08. For amounts deferred after 2004, a Participant may elect to be paid all or
any part of such amounts plus earnings thereon in the event: (i) such funds are needed in connection with an “unforseeable emergency” (as determined by the Committee in accordance with applicable law), or (ii) they terminate
their employment with the Company. In the event of a payment due to a termination of employment, the Participant shall be paid such amount as soon as practicable after the six month period following their termination date. 
  

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 ARTICLE VI - Beneficiary Designation 
  
 Section 6.01. A Participant may designate a beneficiary and a contingent beneficiary as
part of their deferral election. Any beneficiary designation hereunder shall remain effective until changed or revoked. 
  
 Section 6.02. A beneficiary designation may be changed by the Participant at any time, or from time to time, by filing a new designation in writing with the Company.

  
 Section 6.03. If the Participant dies without having designated a
beneficiary or if the Participant dies and the beneficiary so named by the Participant has predeceased the Participant, then the Participant’s estate shall be deemed to be their beneficiary. 
  
 ARTICLE VII - Administration 
  
 Section 7.01. The books and records to be maintained for the purpose of the Plan shall
be maintained by the officers and employees of the Company at its expense and subject to the supervision and control of the Committee. The Company shall pay all expenses of administering the Plan either from funds set aside or earmarked under the
Plan or from other funds. 
  
 Section 7.02. To the extent permitted by law,
the right of any Participant or any beneficiary in any benefit or to any payment hereunder shall not be subject in any manner to attachment or other legal process for the debts of such Participant or beneficiary; and any such benefit or payment
shall not be subject to anticipation, alienation, sale, transfer, assignment or encumbrance. 
  
 Section 7.03. No member of the Board or of the Committee and no officer or employee of the Company shall be liable to any person for any action taken or omitted in connection with the administration of this Plan
unless attributable to their own fraud or willful misconduct; nor shall the Company be liable to any person for any such action unless attributable to fraud or willful misconduct on the part of a director, officer or employee of the Company.

  
 Section 7.04. The Committee shall be the
agent for service of process on the Plan. 
  
 Section 7.05. Benefit payments
hereunder shall be subject to withholding, to the extent required (as determined by the Company) by applicable tax or other laws. 
  
 Section 7.06. The Plan shall be binding upon and inure to the benefit of the Company, its successors and assigns, and the Participant and their heirs, executors,
administrators and legal representatives. 
  

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 Section 7.07. If any provision of this Plan is held invalid or unenforceable to the extent necessary to effectuate
the purposes of this Plan, its invalidity or unenforceability shall not affect any other provisions of the Plan and the Plan shall be construed and enforced as if such provisions had not been included therein. 
  
 ARTICLE VIII - Amendment or Termination of Plan

  
 Section 8.01. The Board may terminate the Plan or amend the Plan in
whole or in part, effective as of any date specified. Notwithstanding the foregoing, in the event of a “Change in Control” of the Company, as such term is defined in the Company’s Equity Compensation Plan, the Plan may not be amended
in any manner whatsoever that would diminish the value of a Participant’s interest in or ultimate benefits under the Plan or accelerate any payment to a Participant. 
  

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