Compensation and Human Resources Committee Charter

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Compensation and Human Resources Committee Charter (66k)

Purpose

1. To provide advice, direction and oversight responsibility for the compensation and human resources programs, plans, processes and functions of Radian Group and its subsidiaries (collectively, the "Company");
2. To develop and annually review and endorse the Company’s compensation philosophy;
3. To discharge the responsibilities of the Board as specified in this Charter relating to compensation, benefits and human resources programs for Company employees, and to annually discuss with management a risk assessment of the compensation policies and practices for Company employees;
4. To annually review and recommend for approval by the independent directors the compensation (including annual salary, incentive compensation (including equity-based compensation) and other direct and indirect benefits) of the Chief Executive Officer of Radian Group (the "CEO");
5. To annually review and establish the compensation (including annual salary, incentive compensation( including equity-based compensation) and other direct and indirect benefits of Radian Group’s "executive officers," as such term is defined in the rules and regulations of the Securities and Exchange Commission (the "Section 16 Officers"), below the level of CEO and other senior officers that report directly to the CEO (the "CEO Direct Reports");
6. To assist the Board in establishing appropriate compensation programs and plans (including equity-based plans) and to administer such programs and plans;
7. To produce the "Compensation Committee Report" for inclusion in Radian Group’s Annual Report on Form 10-K or proxy statement, in accordance with applicable rules and regulations of the Securities and Exchange Commission ("SEC"); to review and discuss with management the Compensation Discussion and Analysis required by the SEC to be included in Radian Group’s Annual Report on Form 10-K or proxy statement;
8. To assess and review the Company’s management development and management succession plans and to assist the Board in CEO succession planning; and
9. To perform such other duties and responsibilities enumerated in this Charter and those delegated by the Board from time to time.

Composition

Each member shall qualify as "independent" as defined in the Company’s Guidelines of Corporate Governance and the listing standards of the New York Stock Exchange ("NYSE"). In addition, at least two members shall qualify as "outside" directors as such term is defined in section 162(m) of the Internal Revenue Code of 1986 (as amended), and as "non-employee" directors as such term is defined in Section 16 of the Securities Exchange Act of 1934. Each member of the Committee shall be literate in compensation-related matters, as determined by the Board in its business judgment.

Responsibilities and Authority

1. Executive and Board Compensation

The Committee shall:

a)  Review and approve corporate goals and objectives relevant to the compensation of the CEO;

b)  Recommend the CEO’s compensation levels based on the evaluation in 2(b) below (including annual salary, incentive compensation (including equity-based compensation) and other direct and indirect benefits) for approval by the independent directors;

c)  Consider, among other items, the Company's performance and relative stockholder return, the value of similar incentive awards to chief executive officers at comparable companies and the compensation provided to the CEO in the past in determining the incentive components of the CEO’s compensation;

d)  Annually review and approve compensation for all of the Section 16 Officers and the CEO Direct Reports;

e)  Approve all new employment and severance agreements for all of the Section 16 Officers and the CEO Direct Reports, and any material amendments to such agreements; and

f)  Make recommendations to the Board regarding changes in the structure and amount of Board compensation.

2. Performance Evaluation

The Committee shall:

a)  Establish a process, in conjunction with the Governance Committee, to obtain an evaluation from all independent directors of the CEO’s performance;

b)  Annually evaluate the CEO’s performance in light of the goals and objectives established in 1(a) above and communicate the results to the CEO and the Board;

c)  Conduct an annual performance evaluation of the Committee; and

d)  Annually review this Charter.

3. Compensation Programs and Plans

The Committee shall:

a)  Administer the Company’s compensation programs and plans (including equity and other incentive-based plans) in accordance with the terms of such programs and plans;

b)  Recommend any new material compensation programs and plans (including all equity-based plans) and plan documents to the Board for approval, including material changes to existing material programs and plans;

c)  Review the impact of change-in-control transactions, spin-offs, etc., on compensation programs and plans and recommend changes, if any, to the Board for approval;

d)  Monitor executive compensation programs to determine whether they are properly coordinated and achieving their intended purpose; modify or eliminate, as necessary, any executive compensation program that yields payments and benefits that are not reasonably related to executive and corporate performance, may encourage unreasonable risk-taking or is not competitive with programs of peer businesses;

e)  Provide necessary determinations in connection with executive compensation to qualify for tax deductions in excess of limitations under applicable regulations, including section 162(m) of the Internal Revenue Code;

f)  Review and discuss with management, prior to filing, the Compensation Discussion and Analysis required by the SEC to be included in Radian Group’s Annual Report on Form 10-K or proxy statement;

g)  Produce the Compensation Committee Report for inclusion in Radian Group’s Annual Report on Form 10-K or proxy statement, in accordance with the SEC’s applicable rules and regulations;

h)  Have sole authority, at the Company’s expense, to engage and terminate consulting firms and legal counsel, as the Committee deems advisable, to advise with respect to executive and director compensation and human resources matters, including the sole authority to approve the firm’s fees and other engagement terms;

i)  Perform an annual assessment of any compensation consultant engaged to provide advice or recommendations on executive and director compensation, which assessment shall include a review of such consultant’s independence; and

j)  Provide necessary approval to qualify for exemptions as may be established by the Securities and Exchange Commission under Section 16 of the Securities Exchange Act of 1934.

4. Human Resources Programs and Processes

The Committee shall:

a)  Receive periodic reports from management on human resources programs and processes, including but not limited to management succession, employee training and development, workforce planning and recruitment, work-life issues, etc.;

b)  Receive timely notification of employee relations complaints or Code of Conduct investigations related to employment matters;

c)  Have the ability to direct management to conduct a review of the effectiveness of human resources programs such as broad-based employee benefits plans or those programs covered in 4(a) above; and

d)  Recommend to the Board the appointment of officers to receive the title of Senior Vice President or above.

5. In discharging the above duties, the Committee shall be guided by the following principles:

a)  The Committee shall report regularly to the Board concerning its activities;

b)  The Committee shall ensure the minutes of each meeting be kept and filed with the minutes of the Company;

c)  The Committee shall hold regular executive sessions; and

d)  The Committee shall perform such other activities and functions related to executive compensation and human resources as may be assigned from time to time by the Board, including preparing or commissioning reports or other disclosure required with respect to the Committee by any applicable proxy or other rules of the SEC or any applicable listing standards.

Amendment

Approved: February 2010