Code of Conduct and Ethics

Amended and Restated: February 14, 2008

On February 14, 2008, Radian Group Inc., as part of an annual review of its Code of Conduct and Ethics (the “Code”), amended the Code: to (1) permit potential violations of the Code to be reported to an employee’s immediate supervisor (who in turn is responsible for informing the compliance officer of such report); (2) specifically make it a violation of the Code to submit a compliant or potential violation of the Code knowing it is false; and (3) reflect the application of certain provisions of the Code to former employees and former directors of Radian Group Inc. and its subsidiaries (collectively the “Company”).   Accordingly, the following headings have generally been revised as set forth below:

Incident and Compliant Reporting (pages 3-5)

The reporting procedures have been amended to permit an employee to report potential violations of the Code, questionable accounting or auditing matters, and/or possible financial fraud to his or her immediate supervisor.  Upon receiving a report from an employee regarding these types of violations, the immediate supervisor must inform the Compliance Officer of such report.

The reporting procedures have also been amended to make it a violation of the Code for an employee to submit a compliant or potential violation of the Code knowing it is false.

Confidentiality (pages 10-14)

The definition of “Covered Person” for purposes of the confidentiality provisions of the Code has been amended to include former employees and former directors.  The following sections are applicable to Covered Persons, and following this change, are applicable to former employees and former directors:

• Company Confidential Information
• Third Party Confidential Information
• Non-Public Information and Trading in Securities
• Communications with the Public

In general these changes restrict what information former employees and former directors may disclose to the public regarding the Company, any partner or subsidiary companies, intellectual property, customers, suppliers, investors, and other potential and existing business partners, as well as, how and when a former employee or former director may trade in the securities of the Company.

Confidential and Proprietary Information (Section 7 under the heading Information and Computer Systems Policy on pages 285-29)

This section has been amended to provide: To the extent a former employee or former director has confidential or proprietary information regarding the Company, such former employee or former director may not use or transmit such information other than as described in the Code.  Furthermore, former employees and former directors must return all portable electronic media or back up tapes to the Company upon termination of employment or service.

Policy Regarding Securities Trading (pages 33-35)

The definition of both “Covered Person” and “Preclearance Persons”, for purposes of the Trading Policy of the Code, has been amended to include former employees and former directors.  The following sections are applicable to Covered Persons and/or Preclearance Persons, and following this change, are applicable to former employees and former directors:

• Insider Trading
• Preclearance of Trades and Blackout Period
• 10b5-1 Trading Plans
• Certain Prohibited Transactions
• Post-Employment Trading
• Compliance with Rule 144
• Post-Trade Reporting – Compliance with Section 16

In general these changes restrict the ability of a Covered Person and/or Preclearance Person to engage in transactions involving Company securities without obtaining prior approval from the General Counsel or Chief Financial Officer of the contemplated trade or transaction.  Furthermore, certain transactions are prohibited for all Preclearance Persons, including former employees and former directors, during the period after termination of employment or service while the Preclearance Person remains subject to the reporting requirements under Section 16 of the 1934 Act (even if not aware of material nonpublic information). Generally, a Preclearance Person may not engage in a “short” sale of the Company’s securities, or the buying or selling puts or calls of the Company’s securities.

This discussion is intended to summarize the most recent changes to the Code of Conduct and Ethics.  The Code of Conduct and Ethics should be read in its entirety to determine how these changes may affect each individual subject to the Code.

Radian Group Inc. has adopted the Code of Conduct and Ethics to ensure that the standards of professionalism required by Radian Group Inc. are clearly communicated to all of those individuals subject to the Code, including where applicable, all former employees and former directors of Radian Group Inc. and its subsidiaries. 

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Radian's Code of Conduct and Ethics (420k)