content_image/229871.jpg
## Notes to Consolidated Financial Statements - (Continued) 

## Radian Group Inc. 

The following table reflects additional information regarding all market condition awards for the years indicated: 

<img src='content_image/229871.jpg'>

RSUs (Cash Settled) 

Performance-Based RSUs —In 2012 and 2011, the Compensation Committee granted a total of 2,211,640 and 3,004,730, respectively, of performance-based RSUs (to be settled in cash) to eligible of ficers under the 2008 Equity Plan. These performance-based RSUs entitle grantees to a cash amount equal to the fair market value of RSUs that have vested at the end of a three-year performance period. 

Vesting of awards granted to executive of ficers in 2012 is dependent upon Radian Group’s absolute “total stockholder return” (“TSR”) and Radian Group’ s relative TSR compared to the relative TSR of the companies listed on the NASDAQ 100 Financial Index and our most directly comparable mortgage insurance peers (the “201 1 and 2012 TSR Peer Groups”), with a maximum payout at the end of the three-year performance period of 200% of a grantee’ s target number of RSUs. If Radian Group’s absolute TSR during the performance period is negative, the payout of the performance-based RSUs awarded will be at 0% and none of the performance-based RSUs will vest. If Radian Group’ s absolute TSR is positive, the payout will be determined based on an analysis of both Radian Group’ s relative TSR and absolute TSR, beginning with an assessment of Radian Group’s relative TSR. 

Vesting of awards granted to non-executives in 2012 and to both non-executives and executives in 2011 is dependent upon the performance of Radian Group’ s TSR compared to TSRs of the 2011 and 2012 TSR Peer Groups, with a maximum payout at the end of the three-year performance period of 200% of a grantee’s target number of RSUs. 

Vesting of the performance-based RSUs awarded to executives and non-executives in 2010 is based on two factors, both equally weighted at 50% of the total performance tar get: (1) the performance of Radian Group’ s relative TSR compared to the TSRs of an industry peer group, with a maximum payout of 100% of the peer target (i.e., 50% of the total performance tar get); and (2) the performance of Radian Group’ s relative TSR compared to the TSRs of companies included in the S&P MidCap 400® index, with a maximum payout of 150% of the index target (i.e., 50% of the total performance tar get). Upon the occurrence of certain corporate events involving one or more companies included in the industry peer group, the performance goals for the entire award (between 0% and 150% of the total target award) would then be based on Radian Group’ s relative TSR compared to the TSRs of companies included in the S&P MidCap 400® index. 

In general, pursuant to the terms of the 2012 and 2011 award agreements, in the event of a grantee’ s retirement, the award will continue to vest and be paid in accordance with the achievement of the performance goals as of the stated vesting date. Each RSU was granted at full value with no exercise price. The RSUs do not entitle the grantees to voting or dividend rights. 

Timed-Vested RSUs— In 2012, the Compensation Committee awarded to certain non-executives 151,154 time-vested RSUs (to be settled in cash) under the 2008 Equity Plan . In 2010, the Compensation Committee awarded to our non-employee directors 108,921 time-vested RSUs (to be settled in cash) under the 2008 Equity Plan. The estimated fair value of the time- vested RSUs is based on the closing price of our common stock on the measurement date. These RSU awards entitle award recipients to a cash amount equal to the closing price of our common stock on the New York Stock Exchange (“NYSE”) on the vesting date for employees or the conversion date for non-employee directors (generally defined as a director ’s termination of service with us). These RSU awards vest in their entirety three years from the date of grant, or earlier , upon retirement, death or disability. 

