<SEC-DOCUMENT>0001193125-14-416800.txt : 20141118
<SEC-HEADER>0001193125-14-416800.hdr.sgml : 20141118
<ACCEPTANCE-DATETIME>20141118161336
ACCESSION NUMBER:		0001193125-14-416800
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20141112
ITEM INFORMATION:		Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
ITEM INFORMATION:		Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20141118
DATE AS OF CHANGE:		20141118

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			RADIAN GROUP INC
		CENTRAL INDEX KEY:			0000890926
		STANDARD INDUSTRIAL CLASSIFICATION:	SURETY INSURANCE [6351]
		IRS NUMBER:				232691170
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-11356
		FILM NUMBER:		141232058

	BUSINESS ADDRESS:	
		STREET 1:		1601 MARKET STREET
		STREET 2:		12TH FLOOR
		CITY:			PHILADELPHIA
		STATE:			PA
		ZIP:			19103
		BUSINESS PHONE:		2155646600

	MAIL ADDRESS:	
		STREET 1:		1601 MARKET ST
		STREET 2:		12TH FLOOR
		CITY:			PHILADELPHIA
		STATE:			PA
		ZIP:			19103

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CMAC INVESTMENT CORP
		DATE OF NAME CHANGE:	19960126
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>d821952d8k.htm
<DESCRIPTION>RADIAN GROUP INC--FORM 8-K
<TEXT>
<HTML><HEAD>
<TITLE>Radian Group Inc--Form 8-K</TITLE>
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 <P STYLE="line-height:1.0pt;margin-top:0pt;margin-bottom:0pt;border-bottom:1px solid #000000">&nbsp;</P>
<P STYLE="line-height:3.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <P STYLE="margin-top:4pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>UNITED STATES </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>SECURITIES AND EXCHANGE COMMISSION </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>WASHINGTON, DC 20549 </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>FORM 8-K
</B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center> <P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>CURRENT REPORT </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>Pursuant
to Section&nbsp;13 or 15(d) of </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>The Securities Exchange Act of 1934 </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>Date of report (Date of earliest event reported) <U>November&nbsp;12, 2014</U> </B></P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center> <P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:24pt; font-family:Times New Roman" ALIGN="center"><B>Radian Group Inc. </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>(Exact Name of Registrant as Specified in Its Charter) </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD VALIGN="top" ALIGN="center"><B>Delaware</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"><B>1-11356</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"><B>23-2691170</B></TD></TR>
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<TD VALIGN="top" ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(State or Other Jurisdiction</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>of Incorporation)</B></P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(Commission</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>File Number)</B></P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(IRS Employer</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>Identification No.)</B></P></TD></TR>
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<TD HEIGHT="16" COLSPAN="2"></TD></TR>
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<TD VALIGN="top" COLSPAN="3" ALIGN="center"><B>1601 Market Street, Philadelphia, Pennsylvania</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"><B>19103</B></TD></TR>
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<TD VALIGN="top" COLSPAN="3" ALIGN="center"><B>(Address of Principal Executive Offices)</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"><B>(Zip Code)</B></TD></TR>
</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>(215) 231-1000 </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(Registrant&#146;s Telephone Number, Including Area Code) </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(Former Name or Former Address, if Changed Since Last Report) </B></P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center> <P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Check the appropriate box below if the <FONT STYLE="white-space:nowrap">Form&nbsp;8-K</FONT> filing is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following provisions (<I>see</I> General Instruction&nbsp;A.2. below): </P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT STYLE="FONT-FAMILY:WINGDINGS">&#168;</FONT></TD>
<TD ALIGN="left" VALIGN="top">Written communications pursuant to Rule&nbsp;425 under the Securities Act (17&nbsp;CFR&nbsp;230.425) </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT STYLE="FONT-FAMILY:WINGDINGS">&#168;</FONT></TD>
<TD ALIGN="left" VALIGN="top">Soliciting material pursuant to <FONT STYLE="white-space:nowrap">Rule&nbsp;14a-12</FONT> under the Exchange Act <FONT STYLE="white-space:nowrap">(17&nbsp;CFR&nbsp;240.14a-12)</FONT> </TD></TR></TABLE>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TR>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT STYLE="FONT-FAMILY:WINGDINGS">&#168;</FONT></TD>
<TD ALIGN="left" VALIGN="top">Pre-commencement communications pursuant to <FONT STYLE="white-space:nowrap">Rule&nbsp;14d-2(b)</FONT> under the Exchange Act (17&nbsp;CFR&nbsp;240.14d-2(b)) </TD></TR></TABLE>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TR>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT STYLE="FONT-FAMILY:WINGDINGS">&#168;</FONT></TD>
<TD ALIGN="left" VALIGN="top">Pre-commencement communications pursuant to <FONT STYLE="white-space:nowrap">Rule&nbsp;13e-4(c)</FONT> under the Exchange Act <FONT STYLE="white-space:nowrap">(17&nbsp;CFR&nbsp;240.13e-4(c))</FONT> </TD></TR></TABLE>
<P STYLE="font-size:10pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P> <P STYLE="line-height:1.0pt;margin-top:0pt;margin-bottom:0pt;border-bottom:1px solid #000000">&nbsp;</P>
<P STYLE="line-height:3.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>

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<TD WIDTH="9%" VALIGN="top" ALIGN="left"><B>Item&nbsp;5.02.</B></TD>
<TD ALIGN="left" VALIGN="top"><B>Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. </B></TD></TR></TABLE>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>New Employment Agreement&nbsp;&#150; S.A. Ibrahim, Chief Executive Officer </I></B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">On November&nbsp;12, 2014, Radian Group Inc. (the &#147;Company&#148;) and Sanford&nbsp;A. Ibrahim, the Company&#146;s Chief Executive Officer,
entered into a new Employment Agreement (the &#147;2014 Employment Agreement&#148;) pursuant to which Mr.&nbsp;Ibrahim will continue to serve as the Company&#146;s Chief Executive Officer through December&nbsp;31, 2017. The 2014 Employment Agreement
replaces Mr.&nbsp;Ibrahim&#146;s existing 2011 Employment Agreement, which would have expired by its terms on December&nbsp;31, 2014 (the &#147;2011 Agreement&#148;). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The terms of the 2014 Employment Agreement (further described below) are generally consistent with the terms of the 2011 Agreement, except as
follows: </P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">Mr.&nbsp;Ibrahim&#146;s base salary was increased from $900,000 to $950,000, effective January&nbsp;1, 2015. Mr.&nbsp;Ibrahim&#146;s base salary was last increased in 2011; </TD></TR></TABLE>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">In order to allow for greater flexibility in structuring Mr.&nbsp;Ibrahim&#146;s compensation, the 2014 Employment Agreement eliminates pre-established minimum target levels for incentive based compensation under the
2011 Agreement, including Mr.&nbsp;Ibrahim&#146;s minimum target bonus of 1.75&nbsp;times base salary under the Company&#146;s STI/MTI Incentive Plan for Executive Officers (the &#147;STI/MTI Plan&#148;) and Mr.&nbsp;Ibrahim&#146;s minimum target
long-term incentive (&#147;LTI&#148;) award of 3.5&nbsp;times base salary; and </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">In light of the Company&#146;s recent acquisition of Clayton Holdings LLC, the scope of the non-competition provision in the 2014 Employment Agreement was expanded to include Clayton&#146;s businesses.
</TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Set forth below is a description of the 2014 Employment Agreement which is qualified in its entirety by reference to the
full text of the 2014 Employment Agreement, a copy of which is filed as Exhibit&nbsp;10.1 and is incorporated by reference in this Current Report on <FONT STYLE="white-space:nowrap">Form&nbsp;8-K.</FONT> </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The 2014 Employment Agreement provides that Mr.&nbsp;Ibrahim will continue as Chief Executive Officer of the Company through December&nbsp;31,
2017 (the &#147;term&#148;) and that he will be nominated as a member of the Board of Directors of the Company during this term. The 2014 Employment Agreement entitles Mr.&nbsp;Ibrahim to the following compensation during the term of his employment:
(1)&nbsp;an annual base salary of $950,000, effective January&nbsp;1, 2015, which may be increased, but not decreased; (2)&nbsp;eligibility to earn an incentive award under the STI/MTI Plan, or any successor plan, subject to achievement of certain
performance goals that may be established by the Compensation and Human Resources Committee of the Board of Directors (the &#147;Compensation Committee&#148;), with his target level for the STI/MTI Plan to be determined by the Compensation Committee
at the beginning of each fiscal year; and (3)&nbsp;eligibility to participate in any long-term equity incentive programs established by the Company for its senior level executives, including the Radian Group Inc. 2014 Equity Compensation Plan, or
any successor plan (the &#147;Equity Plan&#148;), with his target level for long-term incentive compensation for any fiscal year to be determined by the Compensation Committee. Mr.&nbsp;Ibrahim is also provided with vacation, holiday, and sick
leave, at levels commensurate with those provided to other senior executives of the Company, and he may participate in the Company&#146;s employee benefit plans, in accordance with their terms. </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">For equity awards and other long-term incentive awards (&#147;Incentive Awards&#148;) granted to
Mr.&nbsp;Ibrahim, the 2014 Employment Agreement provides as follows: </P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">If Mr.&nbsp;Ibrahim&#146;s employment terminates for any reason (other than for cause or upon his death or disability), including retirement, any service-based vesting provisions will immediately lapse, but in all other
respects, these Incentive Awards will continue to vest (including based on the achievement of any applicable performance conditions) or become exercisable or payable according to their terms; </TD></TR></TABLE>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">If Mr.&nbsp;Ibrahim dies or becomes disabled while employed, all of his outstanding equity awards and any non-equity-based long-term incentive awards that are not subject to performance conditions will become fully
vested, exercisable and payable, and any non-equity-based long-term incentive awards that are subject to performance-based vesting will continue to vest according to their terms; and </TD></TR></TABLE>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="9%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">If Mr.&nbsp;Ibrahim dies or becomes disabled following his termination of employment (other than for cause), any outstanding Incentive Awards that are not subject to performance conditions will become fully vested,
exercisable and payable, while any Incentive Awards that are subject to performance-based vesting will continue to vest according to their terms. </TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Pursuant to the 2014 Employment Agreement, Mr.&nbsp;Ibrahim will receive the following severance benefits if his employment is terminated
without &#147;cause&#148; or if he terminates employment for &#147;good reason&#148; (as such terms are defined in the 2014 Employment Agreement) and he executes and does not revoke a written release of any claims against the Company: (1)&nbsp;two
times his base salary payable as follows: the maximum amount ($520,000 for 2014) that can be paid under the &#147;separation pay&#148; exception of section&nbsp;409A of the Internal Revenue Code of 1986, as amended (the &#147;Code&#148;) to be paid
in 12 equal monthly installments following Mr.&nbsp;Ibrahim&#146;s termination of employment, with the first payment to be made on the 60th&nbsp;day following his termination and the remainder to be paid in a lump sum payment between March&nbsp;1
and March&nbsp;15 of the calendar year following his termination of employment; (2)&nbsp;an amount equal to the greater of two times his target incentive award under the STI/MTI Plan for 2014 or for the year in which the termination occurs (or if it
has not yet been established, the target incentive award for the immediately preceding fiscal year) (which amount will be paid in a lump sum payment between March&nbsp;1 and March&nbsp;15 of the calendar year following his termination of
employment); and (3)&nbsp;a pro-rated target incentive award under the STI/MTI Plan for the year of termination (or if it has not yet been established, the target incentive award for the immediately preceding fiscal year and in any event which
amount shall not be less than his 2014 target incentive award) (which amount will be paid in a lump sum on the 60th&nbsp;day following his termination of employment). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Under the 2014 Employment Agreement, if Mr.&nbsp;Ibrahim&#146;s employment terminates for any reason other than cause, Mr.&nbsp;Ibrahim is
entitled to continued medical coverage for himself and his spouse under the Company&#146;s health plans until the earlier of: (1)&nbsp;the date on which Mr.&nbsp;Ibrahim becomes eligible to elect medical coverage under Social Security Medicare;
(2)&nbsp;the date he is eligible for medical coverage under a plan maintained by a successor employer; or (3)&nbsp;the date of Mr.&nbsp;Ibrahim&#146;s death. Similar coverage provisions apply to Mr.&nbsp;Ibrahim&#146;s spouse. During any period of
continued medical coverage, Mr.&nbsp;Ibrahim shall pay the full monthly premium cost of such coverage which shall be equal to the COBRA premium during the COBRA health care continuation coverage period and shall be the Company&#146;s deemed premium
cost of such medical coverage after that period. If, upon his termination of employment, Mr.&nbsp;Ibrahim executes and does </P>

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not revoke a written release of any claims against the Company, he will be entitled to receive monthly reimbursements equal to the premium rate paid by Mr.&nbsp;Ibrahim for continued
participation in the Company&#146;s health plans, less the co-payment rate paid by Company employees. If the Company is not able to continue coverage to Mr.&nbsp;Ibrahim under the Company&#146;s health plans without adverse tax consequences, the
Company will provide an economically equivalent benefit in another mutually agreeable form. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The 2014 Employment Agreement also provides
that: (1)&nbsp;if Mr.&nbsp;Ibrahim&#146;s employment terminates by reason of death or disability, Mr.&nbsp;Ibrahim (or in the event of his death, his estate) will be entitled to receive his target incentive award under the STI/MTI Plan for the year
in which his death or disability occurs (or if it has not yet been established, the target incentive award for the immediately preceding fiscal year and in any event which amount shall not be less than his 2014 target incentive award); and
(2)&nbsp;if Mr.&nbsp;Ibrahim&#146;s employment continues through the end of any calendar year and he is not terminated for cause, he will be eligible to receive (subject to certain conditions, but without regard to continued service) any short-term
incentive award to be paid shortly following such calendar year and any medium-term incentive award to be paid shortly following the conclusion of the subsequent calendar year. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The 2014 Employment Agreement does not include any tax gross up. If an excise tax under section&nbsp;4999 of the Code will be triggered by any
payments upon a change of control, the aggregate present value of the payments to be made under the 2014 Employment Agreement will be reduced to an amount which does not cause any amounts to be subject to an excise tax under section&nbsp;4999 of the
Code if the net amount of the reduced payments, on an after-tax basis, is greater than or equal to the net amount of the payments without such reduction, but taking into consideration any excise tax under section&nbsp;4999 of the Code. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The 2014 Employment Agreement provides that any incentive compensation provided to Mr.&nbsp;Ibrahim will be subject to any applicable clawback
or recoupment policies and policy regarding securities trading that may be implemented by the Board of Directors. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">If Mr.&nbsp;Ibrahim
continues in employment through December&nbsp;31, 2017, and his employment is terminated (other than for cause) on or after December&nbsp;31, 2017, the Company and Mr.&nbsp;Ibrahim will enter into a consulting agreement (the &#147;Consulting
Agreement&#148;). During the twelve month period immediately following Mr.&nbsp;Ibrahim&#146;s termination date, he will be retained to provide consulting services with respect to the transition of management and other matters as determined by the
Company and, in this capacity, will be paid a monthly consulting fee equal to his monthly base salary at the rate in effect on the last day of the term. At the end of the initial twelve month consulting period, the Company may offer to extend the
Consulting Agreement for one or more periods that, in the aggregate, do not exceed two additional years. During any extension period, Mr.&nbsp;Ibrahim will be paid a monthly consulting fee equal to fifty percent of his monthly base salary at the
rate in effect on the last day of the term. Mr.&nbsp;Ibrahim and the Company will enter into the Consulting Agreement only if, upon his termination of employment, Mr.&nbsp;Ibrahim executes and does not revoke a written release of any claims against
the Company. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Under the 2014 Employment Agreement, Mr.&nbsp;Ibrahim has agreed not to compete with the Company in any business in which
the Company is then materially and actively engaged (subject to certain exceptions) and not to solicit its customers during his employment and for a period ending on the later of: (i)&nbsp;12 months after his termination of employment for any
reason; or (ii)&nbsp;the </P>

<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
end of the term of the Consulting Agreement. Mr.&nbsp;Ibrahim has also agreed not to solicit the Company&#146;s employees during his employment, during any period during which he is providing
services to the Company under the Consulting Agreement, and for a period of twelve months following the later of (i)&nbsp;his termination of employment for any reason; or (ii)&nbsp;the end of the term of the Consulting Agreement. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Termination of 2011 Agreement </I></B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The
2014 Employment Agreement replaced Mr.&nbsp;Ibrahim&#146;s 2011 Agreement, which would have expired by its terms on December&nbsp;31, 2014. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Amendment to Radian Group Inc. Voluntary Deferred Compensation Plan for Officers </I></B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">On November&nbsp;12, 2014, the Board of Directors of the Company, upon the recommendation of the Compensation Committee, approved the amended
and restated Radian Voluntary Deferred Compensation Plan for Officers (the &#147;Deferred Compensation Plan&#148;) that will be effective as of January&nbsp;1, 2015 (the &#147;2015 Effective Date&#148;). The Deferred Compensation Plan provides
eligible officers of the Company (including the Company&#146;s named executive officers) with the ability to defer the receipt of (1)&nbsp;bonus amounts payable under the STI/MTI Plan or short-term incentive bonus amounts payable under a short-term
incentive program (&#147;Deferred Compensation&#148;); and (2)&nbsp;cash or shares associated with the vesting of Restricted Stock Units (&#147;Deferred RSUs&#148;). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The changes to the amended and restated Deferred Compensation Plan include the following: </P>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">With respect to amounts deferred on or after the 2015 Effective Date, elimination of the acceleration of payment in the event of a participant&#146;s disability or retirement. In the event of a participant&#146;s
disability or retirement, Deferred Compensation and Deferred RSUs deferred after the 2015 Effective Date will be paid in accordance with the participant&#146;s irrevocable election made in accordance with the terms and conditions of the amended and
restated Deferred Compensation Plan; </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">In the event of a participant&#146;s separation from service (for any reason other than death, disability or retirement) prior to the date on which payments of deferred amounts have commenced, the participant&#146;s
payment commencement date will be accelerated to the date of separation of service. In this circumstance, payments will continue be made in either a lump sum or installments in accordance with the participant&#146;s election at the time of deferral.
</TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Additionally, the changes provide that </P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">The Compensation Committee has the authority to designate which of the Company&#146;s subsidiaries are eligible to participate in the plan; and </TD></TR></TABLE>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">The Company&#146;s Board of Directors may determine to distribute participant account balances in a lump sum upon termination of the plan, including termination in connection with a &#147;change in control,&#148;
consistent with Section 409A of the Code. </TD></TR></TABLE>

<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Deferred Compensation and Deferred RSUs accrued to a participant&#146;s account prior to the 2015
Effective Date will be paid in accordance with the terms of the Deferred Compensation Plan as in effect prior to the 2015 Effective Date. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The foregoing summary is not a complete description of the Deferred Compensation Plan and is qualified by reference to the full text of the
plan, which the Company plans to file as an exhibit to its Annual Report on Form 10-K for the year ended December 31, 2014. </P> <P STYLE="font-size:18pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="9%" VALIGN="top" ALIGN="left"><B>Item&nbsp;5.03.</B></TD>
<TD ALIGN="left" VALIGN="top"><B>Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. </B></TD></TR></TABLE> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">On
November&nbsp;12, 2014, the Board of Directors of the Company approved amendments to the Company&#146;s Amended and Restated Bylaws to: </P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">Clarify that in order for a director to tender his or her resignation, a notice of resignation must be made in writing and delivered to the chairman, chief executive officer, president or secretary of the Company; and
</TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">Remove a reference to the Company&#146;s 2008 Equity Compensation Plan and replace it with a reference to the Company&#146;s 2014 Equity Compensation Plan. </TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">A copy of the Company&#146;s Amended and Restated Bylaws, as amended, is filed as Exhibit&nbsp;3.1 and is incorporated by reference in this Current Report on <FONT
STYLE="white-space:nowrap">Form&nbsp;8-K.</FONT> </P>

<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Item&nbsp;9.01. Financial Statements and Exhibits. </B></P>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><B>(d)</B></TD>
<TD ALIGN="left" VALIGN="top"><B></B><B><I>Exhibits.</I></B><B> </B></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


<TR>
<TD></TD>
<TD VALIGN="bottom" WIDTH="5%"></TD>
<TD WIDTH="92%"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:8pt">
<TD VALIGN="bottom" NOWRAP ALIGN="center"><B>Exhibit<BR>No.</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"><B>Description</B></TD></TR>


<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>&nbsp;&nbsp;3.1</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Amended and Restated Bylaws of Radian Group Inc.</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>10.1</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Employment Agreement between Radian Group Inc. and S.A.&nbsp;Ibrahim, dated as of November&nbsp;12, 2014</TD></TR>
</TABLE>

<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>SIGNATURES </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt">


<TR>
<TD WIDTH="48%"></TD>
<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="2%"></TD>
<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="48%"></TD></TR>


<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="bottom" COLSPAN="3"><B><U>RADIAN GROUP INC.</U></B></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="bottom" COLSPAN="3">(Registrant)</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Date: November&nbsp;18, 2014</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top">/s/ Edward J. Hoffman</TD></TR>
<TR STYLE="font-size:1px; ">
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"> <P STYLE="border-top:1.00px solid #000000">&nbsp;</P></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top">Edward J. Hoffman</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top">Executive Vice President</TD></TR>
</TABLE>

<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>EXHIBIT INDEX </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


<TR>
<TD></TD>
<TD VALIGN="bottom" WIDTH="5%"></TD>
<TD WIDTH="92%"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:8pt">
<TD VALIGN="bottom" NOWRAP ALIGN="center"><B>Exhibit<BR>No.</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"><B>Description</B></TD></TR>


<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>&nbsp;&nbsp;3.1</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Amended and Restated Bylaws of Radian Group Inc.</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>10.1</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Employment Agreement between Radian Group Inc. and S.A.&nbsp;Ibrahim, dated as of November&nbsp;12, 2014</TD></TR>
</TABLE>
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<DOCUMENT>
<TYPE>EX-3.1
<SEQUENCE>2
<FILENAME>d821952dex31.htm
<DESCRIPTION>EX-3.1
<TEXT>
<HTML><HEAD>
<TITLE>EX-3.1</TITLE>
</HEAD>
 <BODY BGCOLOR="WHITE">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right">Exhibit 3.1 </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">AMENDED AND RESTATED BY-LAWS OF RADIAN GROUP INC </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">BY LAWS </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">OF </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">RADIAN GROUP INC. </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">(a Delaware
corporation) </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">ARTICLE I </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">Offices and Fiscal Year </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 1.01.
<U>Registered Office</U>. The registered office of the corporation shall be in the City of Wilmington, County of New Castle, State of Delaware until otherwise established by resolution of the board of directors, and a certificate certifying the
change is filed in the manner provided by statute. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 1.02. <U>Other Offices</U>. The corporation may also have offices at such other places within
or without the State of Delaware as the board of directors may from time to time determine or the business of the corporation requires. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 1.03.
<U>Fiscal Year</U>. The fiscal year of the corporation shall end on the 31st day of December in each year. </P> <P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">ARTICLE II </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">Notice &#150; Waivers &#150; Meetings </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION
2.01. <U>Notice, What Constitutes</U>. Whenever, under the provisions of the Delaware General Corporation Law (&#147;GCL&#148;) or the certificate of incorporation or of these By-laws, notice is required to be given to any director or stockholder,
it shall not be construed to require personal notice, but such notice may be given in writing, by mail or by telegram (with messenger service specified), electronic transmission or courier service, charges prepaid, or by telephone or facsimile
transmission to the address (or to the e-mail address, facsimile or telephone number) of the person appearing on the books of the corporation, or in the case of directors, supplied to the corporation for the purpose of notice. If the notice is sent
by mail, telegram or courier service, it shall be deemed to be given when deposited in the United States mail or with a telegraph office or courier service for delivery to that person or, in the case of electronic transmission, when sent, or in the
case of facsimile transmission, when received. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 2.02. <U>Notice of Meetings of Board of Directors</U>. Notice of a regular meeting of the board of
directors need not be given. Notice of every special meeting of the board of directors shall be given to each director in person or by telephone or in writing at least 24 hours (in the case of notice in person or by telephone, electronic
transmission or facsimile transmission) or 48 hours (in the case of notice by telegram, courier service or express mail) or five days (in the case of notice by first class mail) before the time at which the meeting is to be held. Every such notice
shall state the time and place of the meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board need be specified in a notice of the meeting. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 2.03. <U>Notice of Meetings of Stockholders</U>. Written notice of the place, date and hour of every meeting of the stockholders, whether annual or
special, shall be given to each stockholder of record entitled to vote at the meeting not less than ten nor more than 60 days before the date of the meeting. Every notice of a special meeting shall state the purpose or purposes thereof. If the
notice is sent by mail, it shall be deemed to have been given when deposited in the United States mail, postage prepaid, directed to the stockholder at the address of the stockholder as it appears on the records of the corporation. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 2.04. <U>Waivers of Notice</U>. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(a) Written Waiver.
Whenever notice is required to be given under any provisions of the GCL or the certificate of incorporation or these By-laws, a written waiver, signed by the person or persons entitled to the notice, whether before or after the time stated therein,
shall be deemed equivalent to notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors, or members of a committee of directors need be specified in any written waiver of
notice of such meeting. </P>

<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(b) Waiver by Attendance. Attendance of a person at a meeting, either in person or by proxy, shall constitute a
waiver of notice of such meeting, except where a person attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting was not lawfully called or convened. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 2.05. <U>Exception to Requirements of Notice</U>. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(a)
General Rule. Whenever notice is required to be given, under any provision of the GCL or of the certificate of incorporation or these By-laws, to any person with whom communication is unlawful, the giving of such notice to such person shall not be
required and there shall be no duty to apply to any governmental authority or agency for a license or permit to give such notice to such person. Any action or meeting which shall be taken or held without notice to any such person with whom
communication is unlawful shall have the same force and effect as if such notice had been duly given. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(b) Stockholders Without Forwarding Addresses.
Whenever notice is required to be given, under any provision of the GCL or the certificate of incorporation or these By-laws, to any stockholder to whom (i)&nbsp;notice of two consecutive annual meetings, and all notices of meetings or of the taking
of action by written consent without a meeting to such person during the period between such two consecutive annual meetings, or (ii)&nbsp;all, and at least two, payments (if sent by first class mail) of dividends or interest on securities during a
12 month period, have been mailed addressed to such person at his address as shown on the records of the corporation and have been returned undeliverable, the giving of such notice to such person shall not be required. Any action or meeting which
shall be taken or held without notice to such person shall have the same force and effect as if such notice had been duly given. If any such person shall deliver to the corporation a written notice setting forth the person&#146;s then current
address, the requirement that notice be given to such person shall be reinstated. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 2.06. <U>Conference Telephone Meetings</U>. One or more
directors may participate in a meeting of the board, or of a committee of the board, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation
in a meeting pursuant to this section shall constitute presence in person at such meeting. </P> <P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">ARTICLE III </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">Meetings of Stockholders </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 3.01. <U>Place
of Meeting</U>. All meetings of the stockholders of the corporation shall be held at such place within or without the State of Delaware as shall be designated by the board of directors in the notice of such meeting. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 3.02. <U>Annual Meeting</U>. The board of directors may fix and designate the date and time of the annual meeting of the stockholders. At said meeting
the stockholders then entitled to vote shall elect directors and shall transact such other business as may properly be brought before the meeting. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 3.03. <U>Special Meetings</U>. Special meetings of the stockholders of the corporation may be called at any time by the chairman of the board, a
majority of the board of directors or the holders of a majority of the total number of shares of common stock of the corporation then-outstanding. At any time, upon the written request of any person or persons who have duly called a special meeting,
which written request shall state the purpose or purposes of the meeting, it shall be the duty of the secretary to fix the date of the meeting which shall be held at such date and time as the secretary may fix, not less than ten nor more than 60
days after the receipt of the request, and to give due notice thereof. If the secretary shall neglect or refuse to fix the time and date of such meeting and give notice thereof, the person or persons calling the meeting may do so. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 3.04. <U>Quorum, Manner of Acting and Adjournment</U>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(a) Quorum. The holders of a majority of the shares entitled to vote, present in person or represented by proxy, shall constitute a quorum at all meetings of
the stockholders except as otherwise provided by the GCL, by the certificate of incorporation or by these By-laws. If a quorum is not present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in
person or represented by proxy, shall have power to adjourn the meeting from time to time. In addition, whether or not there is a quorum, the chairman of the meeting may adjourn any meeting of stockholders to any other time and to any other place at
which a meeting of stockholders may be held under these By-laws. It shall not be necessary to notify any stockholder of any adjournment of less than 30 days if the time and place of the adjourned meeting are announced at the meeting at which
adjournment is taken, unless after the adjournment a new record date is fixed for the adjourned meeting. At any such adjourned meeting at which a quorum is present or represented, the corporation may transact any business which might have been
transacted at the original meeting. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record
entitled to vote at the meeting. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(b) Manner of Acting. Directors shall be elected in the manner provided in Section&nbsp;4.13. In all matters other than
the election of directors, the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote thereon shall be the act of the stockholders, unless the question is one upon which, by express
provision of the applicable statute, the certificate of incorporation or these By-laws, a different vote is required in which case such express provision shall govern and control the decision of the question. The stockholders present in person or by
proxy at a duly organized meeting can continue to do business until adjournment, notwithstanding withdrawal of enough stockholders to leave less than a quorum. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Section&nbsp;3.05. <U>Stockholder Proposals</U>. Nominations by stockholders of persons for election to the board of directors of the corporation may be made
at an annual or special meeting only in compliance with Section&nbsp;4.13 hereof. The proposal of other business to be considered by the stockholders at an annual meeting of stockholders may only be made (i)&nbsp;pursuant to the corporation&#146;s
notice of meeting, (ii)&nbsp;by or at the direction of the board of directors, or (iii)&nbsp;by any stockholder of the corporation who (x)&nbsp;was a stockholder of record at the time of giving of notice provided for in this By-law and at the time
of the annual meeting, (y)&nbsp;is entitled to vote at the meeting and (z)&nbsp;provides timely notice in writing to the secretary of the corporation and complies with the procedures and requirements set forth in this By-law; clause (iii)&nbsp;shall
be the exclusive means for a stockholder to submit other business (other than matters properly brought under Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the &#147;Exchange Act&#148;) and included in the corporation&#146;s
notice of meeting) before an annual meeting of stockholders. To be properly brought before a meeting of stockholders, business must be of a proper subject for action by stockholders under applicable law and must not, if implemented, cause the
corporation to violate any state, federal or foreign law or regulation, each as determined in good faith by the board of directors. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">To be timely, a
stockholder&#146;s notice shall be delivered to or mailed to, and received by, the secretary at the principal executive offices of the corporation not more than 120 days nor less than 90 days prior to the first anniversary of the preceding
year&#146;s annual meeting; provided, however, that in the event that the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder to be timely must be so delivered not
earlier than the close of business on the 120<SUP STYLE="font-size:85%; vertical-align:top">th</SUP> day prior to the date of such annual meeting and not later than the close of business on the later of the 90<SUP
STYLE="font-size:85%; vertical-align:top">th</SUP> day prior to the date of such annual meeting or, if the first public announcement of the date of such annual meeting is less than 100 days prior to the date of such annual meeting, the 10<SUP
STYLE="font-size:85%; vertical-align:top">th</SUP> day following the day on which public announcement of the date of such meeting is first made by the corporation. In no event shall any adjournment or postponement of a meeting or the announcement
thereof commence a new time period for the giving of a stockholder&#146;s notice as described above. Such stockholder&#146;s notice to the secretary shall set forth (a)&nbsp;as to the stockholder giving notice and the beneficial owner, if any, on
whose behalf the proposal is made, (i)&nbsp;their name and record address, (ii)&nbsp;the class and number of shares of capital stock of the corporation which are, directly or indirectly, owned beneficially and/or of record by each of them,
(iii)&nbsp;any proxy, contract, arrangement, understanding, or relationship pursuant to which such stockholder or beneficial owner, if any, has a right to vote any shares of any security of the corporation, (iv)&nbsp;a description of all agreements,
arrangements and understandings between such stockholder and beneficial owner, if any, and any other person or persons (including their names) in connection with the proposal of such business by such stockholder, and (v)&nbsp;any other information
relating to such stockholder and beneficial owner, if any, that would be required to be disclosed in </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 3 - </P>


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a proxy statement or other filing required to be made in connection with solicitations of proxies for the proposal pursuant to the Exchange Act and the rules and regulations promulgated
thereunder, (b)&nbsp;a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest in such business of such stockholder giving notice and the
beneficial owner, if any, on whose behalf the proposal is made, (c)&nbsp;an agreement by the stockholder that the stockholder will appear in person or by proxy at the meeting to propose the consideration of the business, and (d)&nbsp;the information
required by Section&nbsp;3.06. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the corporation&#146;s notice of meeting. Only such business shall be conducted at a
meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this section. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The chairman of the
meeting may, if the facts warrant, determine and declare to the meeting that any proposal made at the meeting was not made in accordance with the foregoing procedures and, in such event, the proposal shall be disregarded. Any decision by the
chairman of the meeting shall be conclusive and binding upon all stockholders of the corporation for any purpose. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Notwithstanding the foregoing
provisions of this By-law, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this By-law; provided, however, that any references in
these By-laws to the Exchange Act or the rules promulgated thereunder are not intended to and shall not limit the requirements applicable to proposals of business to be considered pursuant to this By-Law. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Section&nbsp;3.06. <U>Disclosure by Stockholders of Hedged Positions</U>. A notice submitted by a stockholder under Section&nbsp;3.05 or 4.13 must describe,
with respect to the stockholder and any Stockholder Associated Person, (i)&nbsp;any Derivative Instrument directly or indirectly beneficially owned by the stockholder or a Stockholder Associated Person, or any other direct or indirect opportunity
for the stockholder or Stockholder Associated Person to profit or share in any profit derived from any increase or decrease in the value of shares of the corporation, (ii)&nbsp;any proportionate interest in shares of the corporation or Derivative
Instruments held, directly or indirectly, by a general or limited partnership in which the stockholder or Stockholder Associated Person is a general partner or, directly or indirectly, beneficially owns an interest in a general partner,
(iii)&nbsp;any short interest in any security of the corporation (for purposes of this By-law a person shall be deemed to have a short interest in a security if such person directly or indirectly, through any contract, arrangement, understanding,
relationship or otherwise, has the opportunity to profit or share in any profit derived from any decrease in the value of the subject security), (iv)&nbsp;any performance-related fees (other than an asset-based fee) that such stockholder or any
Stockholder Associated Person is entitled to based on any increase or decrease in the value of shares of the corporation or Derivative Instruments, if any, and (v)&nbsp;any hedging or other transaction or series of transactions that has been entered
into by or on behalf of, or any other agreement, arrangement or understanding (including, without limitation, any put, short position or any borrowing or lending of shares) that has been made, the effect or intent of which is to mitigate loss to or
manage risk of share price changes for, or to increase or decrease the voting power of, the stockholder or any Stockholder Associated Person with respect to any share of the corporation. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Definitions. As used in this Section&nbsp;3.06 the following terms have the meanings indicated: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">&#147;Derivative Instrument&#148; means an option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion
privilege or a settlement payment or mechanism at a price related to any class or series of shares of the corporation or with a value derived in whole or in part from the value of any class or series of shares of the corporation, whether or not such
instrument or right is subject to settlement in the underlying class or series of shares of the corporation or otherwise. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">&#147;Stockholder Associated
Person&#148; of a stockholder means (i)&nbsp;any person controlling, controlled by, under common control with, or acting in concert with, the stockholder, (ii)&nbsp;any beneficial owner of shares of the corporation owned of record or beneficially by
the stockholder, and (iii)&nbsp;any person controlling, controlled by or under common control with, a person that is a Stockholder Associated Person pursuant to clause (ii)&nbsp;of this definition. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 3.07. <U>Organization</U>. At every meeting of the stockholders, the chairman of the board, if there be one, or in the case of a vacancy in the office
or absence of the chairman of the board, one of the following persons present in the order stated: the vice chairman, if one has been appointed, the chief executive officer, the president, the vice presidents in their order of rank or seniority, a
chairman designated by the board of directors present at the meeting </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 4 - </P>


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or a chairman chosen by the stockholders entitled to cast a majority of the votes which all stockholders present in person or by proxy are entitled to cast, shall act as chairman, and the
secretary, or, in the absence of the secretary, an assistant secretary, or in the absence of the secretary and the assistant secretaries, a person appointed by the chairman, shall act as secretary. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 3.08. <U>Voting</U>. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(a) General Rule. Unless otherwise
provided in the certificate of incorporation, each stockholder shall be entitled to one vote, in person or by proxy, for each share of capital stock having voting power held by such stockholder. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(b) Voting and Other Action by Proxy. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(1) A stockholder may
execute a writing authorizing another person or persons to act for the stockholder as proxy. Such execution may be accomplished by the stockholder or the authorized officer, director, employee or agent of the stockholder signing such writing or
causing his or her signature to be affixed to such writing by any reasonable means including, but not limited to, by facsimile signature. A stockholder may authorize another person or persons to act for the stockholder as proxy by transmitting or
authorizing the transmission of a telegram, cablegram, or other means of electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by
the person who will be the holder of the proxy to receive such transmission if such telegram, cablegram or other means of electronic transmission sets forth or is submitted with information from which it can be determined that the telegram,
cablegram or other electronic transmission was authorized by the stockholder. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(2) No proxy shall be voted or acted upon after three years from its date,
unless the proxy provides for a longer period. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(3) A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only so
long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the
corporation generally. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 3.09. <U>Voting Lists</U>. The officer who has charge of the stock ledger of the corporation shall prepare and make, at
least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting. The list shall be arranged in alphabetical order, showing the address of each stockholder and the number of shares registered
in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting either at a place within
the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the
meeting during the whole time thereof, and may be inspected by any stockholder who is present. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 3.10. <U>Inspectors of Election</U>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(a) Appointment. All elections of directors shall be by written ballot; the vote upon any other matter need not be by ballot. In advance of any meeting of
stockholders the board of directors may appoint one or more inspectors, who need not be stockholders, to act at the meeting and to make a written report thereof. The board of directors may designate one or more persons as alternate inspectors to
replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of stockholders, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon
the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the person&#146;s best ability. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(b) Duties. The inspectors shall ascertain the number of shares outstanding and the voting power of each, shall determine the shares represented at the
meeting and the validity of proxies and ballots, shall count all votes and ballots, shall determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors, and shall certify their
determination of the number of shares represented at the meeting and their count of all votes and ballots. The inspectors may appoint or retain other persons or entities to assist the inspectors in the performance of the duties of the inspectors.
</P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(c) Polls. The date and time of the opening and the closing of the polls for each matter upon which the
stockholders will vote at a meeting shall be announced at the meeting. No ballot, proxies or votes, nor any revocations thereof or changes thereto, shall be accepted by the inspectors after the closing of the polls unless the Court of Chancery upon
application by a stockholder shall determine otherwise. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(d) Reconciliation of Proxies and Ballots. In determining the validity and counting of proxies
and ballots, the inspectors shall be limited to an examination of the proxies, any envelopes submitted with those proxies, any information transmitted in accordance with Section&nbsp;3.08, ballots and the regular books and records of the
corporation, except that the inspectors may consider other reliable information for the limited purpose of reconciling proxies and ballots submitted by or on behalf of banks, brokers, their nominees or similar persons which represent more votes than
the holder of a proxy is authorized by the record owner to cast or more votes than the stockholder holds of record. If the inspectors consider other reliable information for the limited purpose permitted herein, the inspectors at the time they make
their certification pursuant to subsection (b)&nbsp;shall specify the precise information considered by them including the person or persons from whom they obtained the information, when the information was obtained, the means by which the
information was obtained and the basis for the inspectors&#146; belief that such information is accurate and reliable. </P> <P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">ARTICLE IV </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">Board of Directors </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 4.01. <U>Powers</U>.
All powers vested by law in the corporation shall be exercised by or under the authority of, and the business and affairs of the corporation shall be managed under the direction of, the board of directors. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 4.02. <U>Number</U>. Subject to the provisions of the certificate of incorporation, the board of directors shall consist of such number of directors
as may be determined only by resolution adopted by a majority of the directors present at a meeting at which a quorum is present. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 4.03. <U>Term
of Office</U>. Subject to the provisions of the certificate of incorporation, directors of the corporation shall hold office until the next annual meeting of stockholders and until their successors shall have been elected and qualified, except in
the event of death, resignation or removal. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 4.04. <U>Vacancies</U>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(a) Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by resolution adopted by a
majority of the directors then in office, though less than a quorum of the full board, or the sole remaining director, and a director so chosen shall hold office until the next annual election of directors and until a successor is duly elected and
qualified. If there are no directors in office, then an election of directors may be held in the manner provided by statute. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(b) Whenever the holders of
any class or classes of stock or series thereof are entitled to elect one or more directors by the provisions of the certificate of incorporation, vacancies and newly created directorships of such class or classes or series may be filled by a
majority of the directors elected by such class or classes or series thereof then in office, or by a sole remaining director so elected. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(c) If, at the
time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the entire board (as constituted immediately prior to any such increase), the Court of Chancery may, upon
application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or
newly created directorship, or to replace the directors chosen by the directors then in office. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 4.05. <U>Resignations</U>. Any director may
resign at any time, but only by giving written notice to the chairman, chief executive officer, president or secretary of the corporation. The resignation shall be effective upon receipt thereof by the corporation or at such subsequent time as shall
be specified in the notice of resignation and, unless otherwise specified in the notice, the acceptance of the resignation shall not be necessary to make it effective. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 6 - </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 4.06. <U>Organization</U>. At every meeting of the board of directors, the chairman of the board, if
there be one, or, in the case of a vacancy in the office or absence of the chairman of the board, one of the following officers present in the order stated: the vice chairman of the board, if there be one, the president, the vice presidents in their
order of rank and seniority, or a chairman chosen by a majority of the directors present, shall preside, and the secretary, or, in the absence of the secretary, an assistant secretary, or in the absence of the secretary and the assistant
secretaries, any person appointed by the chairman of the meeting, shall act as secretary. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 4.07. <U>Place of Meeting</U>. Meetings of the board of
directors, both regular and special, shall be held at such place within or without the State of Delaware as the board of directors may from time to time determine, or as may be designated in the notice of the meeting. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 4.08. <U>Regular Meetings</U>. Regular meetings of the board of directors shall be held without notice at such time and place as shall be designated
from time to time by resolution of the board of directors. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 4.09. <U>Special Meetings</U>. Special meetings of the board of directors shall be
held whenever called by the chairman or by a majority of the members of the board of directors. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 4.10. <U>Quorum, Manner of Acting and
Adjournment</U>. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(a) General Rule. At all meetings of the board of directors a majority of the entire board of directors shall constitute a quorum for the
transaction of business. The vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the board of directors, except as may be otherwise specifically provided by the GCL or by the certificate of
incorporation. If a quorum is not present at any meeting of the board of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(b) Unanimous Written Consent. Unless otherwise restricted by the certificate of incorporation, any action required or permitted to be taken at any meeting of
the board of directors may be taken without a meeting, if all members of the board consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 4.11. <U>Committees of the Board</U>. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(a)
Establishment. The board of directors may, by resolution adopted by a majority of the entire board, establish an Executive Committee and one or more other committees, each committee to consist of one or more directors. The board may designate one or
more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee and the alternate or alternates, if any,
designated for such member, the member or members of the committee present at any meeting and not disqualified from voting, whether or not they constitute a quorum, may unanimously appoint another director to act at the meeting in the place of any
such absent or disqualified member. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(b) Powers. The Executive Committee, if established, and any such other committee, to the extent provided in the
resolution establishing such committee, shall have and may exercise all the power and authority of the board of directors in the management of the business and affairs of the corporation and may authorize the seal of the corporation to be affixed to
all papers which may require it; but no such committee shall have such power or authority in reference to amending the certificate of incorporation (except that a committee may, to the extent authorized in the resolution or resolutions providing for
the issuance of shares of stock adopted by the board of directors as provided in Section&nbsp;151(a) of the GCL, fix the designation and any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution
of assets of the corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the corporation or fix the number of shares of
any series of stock or authorize the increase or decrease of shares of any series), adopting an agreement of merger or consolidation under Section&nbsp;251, 252, 254, 255, 256, 257, 258, 263 or 264 of the GCL, recommending to the stockholders the
sale, lease or exchange of all or substantially all of the corporation&#146;s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the By-laws of the corporation. The
Executive Committee shall have the power or authority to declare a dividend, to authorize the issuance of stock and to adopt a certificate of ownership and merger pursuant to Section&nbsp;253 of the GCL. Such committee or committees shall have such
name or names as may be determined from time to time by resolution adopted by the board of directors. Each committee so formed shall keep regular minutes of its meetings and report the same to the board of directors when required. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(c) Committee Procedures. The term &#147;board of directors&#148; or &#147;board,&#148; when used in any
provision of these By-laws relating to the organization or procedures of or the manner of taking action by the board of directors, shall be construed to include and refer to the Executive Committee or other committee of the board. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 4.12. <U>Compensation of Directors</U>. Unless otherwise restricted by the certificate of incorporation, the board of directors shall have the
authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a
stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending
committee meetings. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 4.13. <U>Qualifications and Election of Directors</U>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(a) All directors of the corporation shall be natural persons of full age, but need not be residents of Delaware or stockholders of the corporation. Except in
the case of vacancies, directors shall be elected by the stockholders. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(b) Nominations of persons for election to the board of directors of the
corporation may be made at a meeting of stockholders by or at the direction of the board of directors. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(c) Nominations of persons for election to the
board of directors of the corporation may also be made by any stockholder of the corporation who (x)&nbsp;was a stockholder at the time of giving of notice provided for in this By-law and at the time of the applicable meeting of stockholders,
(y)&nbsp;is entitled to vote for the election of directors at such meeting of stockholders and (z)&nbsp;provides timely notice in writing to the secretary of the corporation and complies with the procedures and requirements set forth in this
Section&nbsp;4.13(c), which shall be the exclusive means for a stockholder to make nominations of persons for election to the board of directors of the corporation. No person may be appointed, nominated or elected a director of the corporation
unless such person, at the time such person is nominated and appointed or elected, would then be able to serve as a director without conflicting in any manner with any state, federal or foreign law or regulation applicable to the corporation, as
determined in good faith by the board of directors. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">To be timely, a stockholder&#146;s notice pertaining to an annual meeting of stockholders at which
directors are to be elected shall be delivered to or mailed to, and received by, the secretary at the principal executive offices of the corporation not more than 120 days or less than 90 days prior to the first anniversary of the preceding
year&#146;s annual meeting; provided, however, that in the case of an annual meeting the date of which is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder to be timely must be so delivered not
earlier than the close of business on the 120<SUP STYLE="font-size:85%; vertical-align:top">th</SUP> day prior to the date of such annual meeting and not later than the close of business on the later of the 90<SUP
STYLE="font-size:85%; vertical-align:top">th</SUP> day prior to the date of such annual meeting or, if the first public announcement of the date of such annual meeting is less than 100 days prior to the date of such annual meeting, the 10<SUP
STYLE="font-size:85%; vertical-align:top">th</SUP> day following the day on which public announcement of the date of such meeting is first made by the corporation; provided, further, however, that in the event that the number of directors to be
elected to the board of directors at an annual meeting is increased and there is no public announcement by the corporation naming all of the nominees for director or specifying the size of the increased board of directors at least 100 days prior to
the first anniversary of the preceding year&#146;s annual meeting, a stockholder&#146;s notice required by this Section&nbsp;4.13 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if
it shall be delivered to the secretary at the principal executive offices of the corporation not later than the close of business on the 10 <SUP STYLE="font-size:85%; vertical-align:top">th</SUP> day following the day on which such public
announcement is first made by the corporation. In the event the corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the board of directors, any stockholder otherwise meeting the requirement of
this Section&nbsp;4.13 may nominate a person or persons (as the case may be) for election to such position(s) as specified in the corporation&#146;s notice of meeting, if the stockholder&#146;s notice required above with respect to any nomination
(including the completed and signed representation and agreement required by Section&nbsp;4.13(e) of these By-Laws) shall be delivered to the secretary at the principal executive offices of the corporation not earlier than the close of business on
the 120th day prior to the date of such special meeting and not later than the close of business on the later of the 90th day prior to the date of such special meeting or, if the first public announcement of the date of such special meeting is less
than 100 days prior to the date </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 8 - </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
of such special meeting, the 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the board of directors to be
elected at such meeting. In no event shall any adjournment or postponement of a special meeting or the announcement thereof commence a new time period for the giving of a stockholder&#146;s notice as described above. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Such stockholder&#146;s notice to the secretary shall set forth (a)&nbsp;as to each person whom the stockholder proposes to nominate for election or
re-election as a director, (i)&nbsp;the name, age, business address and residence address of the person, (ii)&nbsp;the principal occupation or employment of the person, (iii)&nbsp;the class and number of shares of capital stock of the corporation
which are directly or indirectly owned beneficially and/or of record by the person, (iv)&nbsp;a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years,
and any other material relationships (including any familial relationships), between or among the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination is made, if any, and their respective affiliates and
associates, or others acting in concert therewith, on the one hand, and each proposed nominee, and his or her respective affiliates and associates, or others acting in concert therewith, on the other hand, including, without limitation all
information that would be required to be disclosed pursuant to Rule 404 promulgated under Regulation S-K if the stockholder making the nomination and any beneficial owner on whose behalf the nomination is made, if any, or any affiliate or associate
thereof or person acting in concert therewith, were the &#147;registrant&#148; for purposes of such rule and the nominee were a director or executive officer of such registrant, and (v)&nbsp;any other information relating to the person that is
required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies for election of directors in a contested election pursuant to the rules and regulations promulgated under the Securities
Exchange Act of 1934, as amended (including such person&#146;s written consent to being named in the proxy statement as a nominee and to serving as a director if elected); (b)&nbsp;as to the stockholder giving the notice and the beneficial owner, if
any, on whose behalf the nomination is made (i)&nbsp;their names and record addresses, (ii)&nbsp;the class and number of shares of capital stock of the corporation which are, directly or indirectly, owned beneficially and/or of record by each of
them, (iii)&nbsp;any proxy, contract, arrangement, understanding, or relationship pursuant to which such stockholder or beneficial owner, if any, has a right to vote any security of the corporation; (c)&nbsp;a representation that the stockholder
will appear in person or by proxy at the meeting to nominate the individual or individuals proposed in the notice; (d)&nbsp;with respect to each nominee for election or reelection to the board of directors, include a completed and signed
representation and agreement required by Section&nbsp;4.13(e) of these By-Laws; and (e)&nbsp;the information required in Section&nbsp;3.06. The corporation may require any proposed nominee to furnish such other information as may reasonably be
required by the corporation to determine the eligibility of such proposed nominee to serve as a director of the corporation or that could be material to a reasonable stockholder&#146;s understanding of the independence, or lack thereof, of such
nominee. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(d) The chairman of the meeting may, if the facts warrant, determine and declare to the meeting that any nomination made at the meeting was not
made in accordance with the foregoing procedures and, in such event, the nomination shall be disregarded. Any decision by the chairman of the meeting shall be conclusive and binding upon all stockholders of the corporation for any purpose. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(e) To be eligible to be a nominee for election or reelection as a director of the corporation, a person must deliver (in accordance with the time periods
prescribed for delivery of notice under this Section&nbsp;4.13) to the secretary at the principal executive offices of the corporation a written questionnaire with respect to the background and qualification of such person and the background of any
other person or entity on whose behalf the nomination is being made (which questionnaire shall be provided by the secretary upon written request) and a written representation and agreement (in the form provided by the secretary upon written request)
that such person (A)&nbsp;is not and will not become a party to (1)&nbsp;any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the
corporation, will act or vote on any issue or question (a &#147;Voting Commitment&#148;) that has not been disclosed to the corporation or (2)&nbsp;any Voting Commitment that could limit or interfere with such person&#146;s ability to comply, if
elected as a director of the corporation, with such person&#146;s fiduciary duties under applicable law, (B)&nbsp;is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the corporation
with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed to the company and (C)&nbsp;in such person&#146;s individual capacity and on behalf
of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a director of the corporation, and will comply with all applicable publicly disclosed corporate governance, conflict of interest,
confidentiality and stock ownership and trading policies and guidelines of the corporation. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(f) Directors of the corporation shall be elected by the stockholders at an annual or special meeting of the
stockholders, unless such election of directors is required by the terms of any series of preferred stock. If the number of nominees exceeds the number of directorships to be filled, the directors shall be elected by a plurality of the votes cast.
If the number of nominees does not exceed the number of directors to be elected, a nominee shall be elected only if he or she receives a majority of the votes cast. If a nominee is an incumbent director who is standing for re-election and such
nominee does not receive a majority of the votes cast in an election in which the number of nominees does not exceed the number of directors to be elected, the governance committee, or any other or successor committee responsible for the nomination
of directors, must make a recommendation to the board on whether to accept the director&#146;s resignation or whether other action should be taken, unless the director retires from the board before committee action or board action if there is no
committee action. The board expects the director whose resignation is under consideration to abstain from participating in any decision regarding that resignation. The board will consider the committee&#146;s recommendation and publicly disclose the
board&#146;s decision and the basis for that decision within 90 days from the date of certification of the final election results. However, if less than two members of the governance or successor committee are elected as directors at a meeting for
the election of directors in an election in which the number of nominees does not exceed the number of directors to be elected, then the board shall consider and act upon the tendered resignation without a recommendation from the committee. The
governance committee and the board may consider any factors that they deem relevant in deciding whether to accept a director&#146;s resignation. Each share of the corporation entitled to be voted on the election of directors may only be voted
noncumulatively. For purposes of this paragraph, a majority of the votes cast means that the number of shares voted &#147;for&#148; must exceed the number of shares voted &#147;against&#148; with respect to that director&#146;s election (with
&#147;abstentions&#148; and &#147;broker non-votes&#148; not counted as &#147;for&#148; or &#147;against&#148; that director&#146;s election). If the number of nominees does not exceed the directors to be elected, each share of the corporation
entitled to be voted on the election of directors may be voted for or against, or the person voting such share may abstain with respect to, each candidate for election. If directors are to be elected by a plurality of the votes cast, stockholders
shall not be permitted to vote against a nominee. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(g) Each director who is nominated to stand for election shall, as a condition to such nomination,
tender an irrevocable resignation in advance of the election of directors. Such resignation will be effective if, pursuant to Section&nbsp;4.13(f) of these By-laws (a)&nbsp;the director does not receive a majority vote in the next election of
directors in which the number of nominees does not exceed the number of directors to be elected, and (b)&nbsp;the board accepts the resignation, unless the director retires from the board before committee action or board action if there is no
committee action. In addition, the board shall fill new director vacancies and new directorships only with candidates who agree to tender, promptly following their appointment by the board, the same form of irrevocable resignation. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 4.14. <U>Voting of Stock</U>. Unless otherwise ordered by the board of directors, each of the chairman of the board, the principal executive officer
(as defined by the rules and regulations of the United States Securities and Exchange Commission) and the principal accounting officer (as defined by the rules and regulations of the United States Securities and Exchange Commission) shall have full
power and authority, on behalf of the corporation, to attend and to act and vote, in person or by proxy, at any meeting of the stockholders of any company in which the corporation may hold stock, and at any such meeting shall possess and may
exercise any and all of the rights and powers incident to the ownership of such stock which, as the owner thereof, the corporation might have possessed and exercised if present. The board of directors, by resolution adopted from time to time, may
confer like powers upon any other person or persons. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 4.15. <U>Endorsement of Securities for Transfer</U>. Each of the chairman of the board, the
principal executive officer and the principal accounting officer shall have the power to endorse and deliver for sale, assignment or transfer certificates for stock, bonds or other securities, registered in the name of or belonging to the
corporation, whether issued by the corporation or by any other corporation, government, state or municipality or agency thereof; and the board of directors from time to time may confer like power upon any other officer, agent or person by resolution
adopted from time to time. Every such endorsement shall be countersigned by the treasurer or an assistant treasurer. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 4.16. <U>Lead Director</U>.
Unless the corporation shall have a non-executive Chairman of the Board, the directors will elect one of their numbers to serve as Lead Director. The Lead Director will assume such duties as the directors may designate from time to time. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 10 - </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Notwithstanding anything contained in Section&nbsp;8.06, this Section&nbsp;4.16 may only be altered, amended or
repealed (a)&nbsp;by vote of the stockholders at a duly organized annual or special meeting of stockholders in accordance with the certificate of incorporation, or (b)&nbsp;by vote of 75% of the entire board of directors at any regular or special
meeting of directors. </P> <P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">ARTICLE V </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">Officers </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 5.01. <U>Number,
Qualifications and Designation</U>. The officers of the corporation shall be chosen by the board of directors and shall be a president, one or more vice presidents, a secretary, a treasurer, and such other officers as may be elected in accordance
with the provisions of Section&nbsp;5.03 of this Article. Any number of offices may be held by the same person. Officers may, but need not, be directors or stockholders of the corporation. The board of directors may elect from among the members of
the board a chairman of the board and a vice chairman of the board. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 5.02. <U>Election and Term of Office</U>. The officers of the corporation,
except those elected by delegated authority pursuant to Section&nbsp;5.03 of this Article, shall be elected annually by the board of directors, and each such officer shall hold office for a term of one year and until a successor is elected and
qualified, or until his or her earlier resignation or removal. Any officer may resign at any time upon written notice to the corporation. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 5.03.
<U>Subordinate Officers, Committees and Agents</U>. The board of directors may from time to time elect such other officers and appoint such committees, employees or other agents as it deems necessary, who shall hold their offices for such terms and
shall exercise such powers and perform such duties as are provided in these By-laws, or as the board of directors may from time to time determine. The board of directors may delegate to any officer or committee the power to elect subordinate
officers and to retain or appoint employees or other agents, or committees thereof, and to prescribe the authority and duties of such subordinate officers, committees, employees or other agents. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 5.04. <U>The Chairman of the Board</U>. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(a) Chairman of
the Board. The Chairman of the Board, if one shall have been elected, shall be a member of the board of directors, an officer of the corporation and, if present, shall preside at each meeting of the board of directors and of the stockholders. He
shall advise and counsel with the chief executive officer and, in his absence, with other executives of the corporation, and shall perform such other duties as may from time to time be assigned to him by the board of directors. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(b) Non-executive Chairman of the Board. If the board of directors does not choose to elect a Chairman of the Board as described in(a) above, then the board
of directors shall elect a non-executive Chairman of the Board, who shall be a member of the board of directors but not an officer of the corporation. If present, the non-executive Chairman of the Board shall preside at each meeting of the board of
directors and of the stockholders. He shall advise and counsel with the chief executive officer and, in his absence, with other executives of the corporation, and shall perform such other duties as may from time to time be assigned to him by the
board of directors. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 5.05. <U>The Vice Chairman of the Board</U>. The vice chairman of the board, if there be one, shall in the absence of a
Chairman of the Board or non-executive Chairman of the Board preside at all meetings of the board of directors and of the stockholders, and shall perform such other duties as may from time to time be assigned to him by the board of directors. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 5.06. <U>The Chief Executive Officer</U>. The chief executive officer of the corporation shall have general supervision over the business and
operations of the corporation, subject, however, to the control of the board of directors, and shall perform all duties incident to his office which maybe required by law and all such other duties as are properly required of him by the board of
directors. He shall make reports to the board of directors and the stockholders, and shall see that all orders and resolutions of the board of directors and of any committee thereof are carried into effect. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 5.07. <U>The President</U>. The president shall perform such duties as may from time to time be assigned
to him by the board of directors or by the chairman of the board. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 5.08. <U>The Vice Presidents</U>. The vice presidents shall perform the duties
of the chairman of the board and president in his absence and such other duties as may from time to time be assigned to them by the board of directors or by the chairman of the board. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 5.09. <U>The Secretary</U>. The secretary, or an assistant secretary, shall attend all meetings of the stockholders and of the board of directors and
shall record the proceedings of the stockholders and of the directors and of committees of the board in a book or books to be kept for that purpose; shall see that notices are given and records and reports properly kept and filed by the corporation
as required by law; shall be the custodian of the seal of the corporation and see that it is affixed to all documents to be executed on behalf of the corporation under its seal; and, in general, shall perform all duties incident to the office of
secretary, and such other duties as may from time to time be assigned by the board of directors or the chairman of the board. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 5.10. <U>The
Treasurer</U>. The treasurer, or an assistant treasurer, shall have or provide for the custody of the funds or other property of the corporation; shall collect and receive or provide for the collection and receipt of moneys earned by or in any
manner due to or received by the corporation; shall deposit all funds in his or her custody as treasurer in such banks or other places of deposit as the board of directors may from time to time designate; whenever so required by the board of
directors, shall render an account showing his or her transactions as treasurer and the financial condition of the corporation; and, in general, shall discharge such other duties as may from time to time be assigned by the board of directors or the
chairman of the board. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 5.11. <U>Officers&#146; Bonds</U>. No officer of the corporation need provide a bond to guarantee the faithful discharge
of the officer&#146;s duties unless the board of directors shall by resolution so require a bond in which event such officer shall give the corporation a bond (which shall be renewed if and as required) in such sum and with such surety or sureties
as shall be satisfactory to the board of directors for the faithful performance of the duties of office. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 5.12. <U>Salaries</U>. The salaries of
the officers and agents of the corporation elected by the board of directors shall be fixed from time to time by the board of directors, except that the compensation of the corporation&#146;s chief executive officer shall be subject to the approval
of the independent (as defined by the applicable rules of the New York Stock Exchange and the Securities and Exchange Commission) members of the board of directors rather than the full board of directors. </P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">ARTICLE VI </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">Certificates of
Stock, Transfer, Etc. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 6.01. <U>Form and Issuance</U>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(a) <U>Issuance</U>. Shares of the capital stock of the corporation may be certificated or uncertificated, as provided under the General Corporation Law of the
State of Delaware. Any certificated shares shall remain certificated until the certificate representing such shares is surrendered to the corporation. Every holder of stock represented by certificates and upon request every holder of uncertificated
shares shall be entitled to have a certificate signed by, or in the name of the corporation by, the chairman or vice chairman of the board of directors, or the chief executive officer, president or vice president, and by the treasurer or an
assistant treasurer, or the secretary or an assistant secretary, representing the number of shares registered in certificate form. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(b) <U>Form and
Records</U>. Stock certificates of the corporation shall be numbered and in such form as approved by the board of directors. The stock record books and the blank stock certificate books shall be kept by the secretary or by any agency designated by
the board of directors for that purpose. The shares of common stock of the corporation shall be registered in the stock ledger and transfer books of the corporation as they are issued. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(c) <U>Signatures</U>. Any of or all the signatures upon the stock certificates of the corporation may be a facsimile. In case any officer, transfer agent or
registrar who has signed, or whose facsimile signature has been placed upon, any share certificate shall have ceased to be such officer, transfer agent or registrar, before the certificate is issued, it may be issued with the same effect as if the
signatory were such officer, transfer agent or registrar at the date of its issue. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 6.02. <U>Transfer</U>. Subject to Section&nbsp;6.06, transfers of shares shall be made on the share
register or transfer books of the corporation by the holder of record thereof or by an attorney lawfully constituted in writing and, if certificated, upon surrender of the certificate therefor, endorsed by the person named in the certificate. No
transfer shall be made which would be inconsistent with the provisions of Article 8, Title 6 of the Delaware Uniform Commercial Code-Investment Securities. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 6.03. <U>Lost, Stolen, Destroyed or Mutilated Certificates</U>. The board of directors may direct a new certificate of stock or uncertificated shares
to be issued in place of any certificate theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or
destroyed. When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or
certificates, or the legal representative of the owner, to give the corporation a bond sufficient to indemnify against any claim that may be made against the corporation on account of the alleged loss, theft or destruction of such certificate or the
issuance of such new certificate or uncertificated shares. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 6.04. <U>Record Holder of Shares</U>. The corporation shall be entitled to recognize
the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be
bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 6.05. <U>Determination of Stockholders of Record</U>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(a) Meetings of Stockholders. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than
60 nor less than ten days before the date of such meeting. If no record date is fixed by the board of directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of
business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or
to vote at a meeting of stockholders shall apply to any adjournment of the meeting unless the board of directors fixes a new record date for the adjourned meeting. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(b) Consent of Stockholders. In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a
meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten days after the date
upon which the resolution fixing the record date is adopted by the board of directors. If no record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing
without a meeting, when no prior action by the board of directors is required by the GCL, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to
its registered office in Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to a corporation&#146;s registered
office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the board of directors and prior action by the board of directors is required by the GCL, the record date for determining
stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(c) Dividends. In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of
any rights of the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the board of directors may fix a record date, which record date shall not
precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose
shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 6.06. <U>Transfer Restrictions</U>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Section&nbsp;6.06.1. Definitions. As used in this Section&nbsp;6.06 the following terms have the meanings indicated: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">&#147;Acquire&#148; or &#147;Acquisition&#148; and similar terms mean the direct or indirect acquisition of record, legal, beneficial or any other ownership of
Corporation Securities by any means, including (a)&nbsp;the exercise of any rights under any option, warrant, convertible security, pledge or other security interest or similar right to acquire shares or (b)&nbsp;the entering into of any swap, hedge
or other arrangement that results in the acquisition of any of the economic consequences of ownership of Corporation Securities if, as a result of such direct or indirect acquisition, the acquirer would be considered an owner of Corporation
Securities under the direct, indirect or constructive ownership rules of Section&nbsp;382 of the Code. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">&#147;Agent&#148; shall have the meaning set forth
in Section&nbsp;6.06.3(b). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">&#147;Business Day&#148; means any day, other than a Saturday, Sunday or day on which banks located in New York City, New York
or Philadelphia, Pennsylvania, are authorized or required by law to close. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">&#147;Charter Amendment&#148; means the Second Amendment to the Amended and
Restated Certificate of Incorporation containing transfer restrictions substantially similar to those included in this Section&nbsp;6.06. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">&#147;Code&#148; means the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">&#147;Controlled Person&#148; shall have the meaning set forth in Section&nbsp;6.06.3(f). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">&#147;Corporation Securities&#148; means (a)&nbsp;shares of Common Stock, (b)&nbsp;shares of Preferred Stock of any class or series of Preferred Stock,
(c)&nbsp;warrants, rights or options (including within the meaning of Treasury Regulation Section&nbsp;1.382&#150;2T(h)(4)(v) (or any successor provision)) to purchase other Corporation Securities of the corporation, and (d)&nbsp;any other interests
that would be treated as &#147;stock&#148; of the corporation pursuant to Treasury Regulation Section&nbsp;1.382-2T(f)(18) (or any successor provision). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">&#147;Effective Date&#148; means the effective date of the provisions set forth in this Section&nbsp;6.06. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">&#147;Entity&#148; means an entity within the meaning of Treasury Regulation Section&nbsp;1.382&#150;3(a)(1) (or any successor provision). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">&#147;Excess Securities&#148; shall have the meaning set forth in Section&nbsp;6.06.3(a). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">&#147;Exempt Person&#148; means any Existing Holder, unless and until such time as such Existing Holder shall (i)&nbsp;have a Percentage Stock Ownership that
is more than the Existing Holder Ownership Cap of such Existing Holder or (ii)&nbsp;no longer be a &#147;five&#150;percent shareholder&#148; of the Corporation Securities pursuant to Treasury Regulation Section&nbsp;1.382&#150;2T(g)(1) (or any
successor provision). Notwithstanding the foregoing, no Exempt Person shall cease to be an Exempt Person solely as the result of an Acquisition of Corporation Securities by the corporation which, by reducing the number of Corporation Securities
outstanding, increases the Percentage Stock Ownership of such Person. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">&#147;Existing Holder&#148; means any Person who, immediately before the Effective
Date, is a &#147;five&#150;percent shareholder&#148; of the Corporation Securities pursuant to Treasury Regulation Section&nbsp;1.382&#150;2T(g)(1) (or any successor provision). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">&#147;Existing Holder Initial Ownership&#148; means, with respect to any Existing Holder, the aggregate Percentage Stock Ownership of such Existing Holder
immediately before the Effective Date (as reflected in the most recent Schedule 13D, Schedule 13F or Schedule 13G filed by such Existing Holder before the Effective Date). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">&#147;Existing Holder Ownership Cap&#148; means, as determined from time to time with respect to any Existing Holder, the Percentage Stock Ownership
represented by the sum of (a)&nbsp;the difference of (i)&nbsp;the Existing Holder Initial Ownership of such Existing Holder multiplied by the number of outstanding shares of Stock immediately before the Effective Date minus (ii)&nbsp;the total
shares of Stock that such Existing Holder has disposed of on or after the Effective Date plus (b)&nbsp;the difference (which difference shall in no event be less than zero) of (i)&nbsp;150,000 shares of Common Stock (subject to adjustment for any
stock split, reverse stock split, recapitalization or similar transaction) minus </P>
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(ii)&nbsp;the total shares of Stock that such Existing Holder has Acquired on or after the Effective Date; provided, however that in no event shall the Existing Holder Ownership Cap of such
Existing Holder ever exceed the Existing Holder Initial Ownership of such Existing Holder. For purposes of clause (a)(ii) of this definition, &#147;disposed&#148; means any direct or indirect sale, transfer, assignment, conveyance, pledge or other
disposition or other action in any manner whatsoever, whether voluntary or involuntary, by operation of law or otherwise, that reduces the Percentage Stock Ownership of the Existing Holder. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">&#147;Five Percent Shareholder&#148; means a Person that is identified as a &#147;five&#150;percent shareholder&#148; of the Corporation Securities pursuant
to Treasury Regulation Section&nbsp;1.382&#150;2T(g)(1) (or any successor provision), but excluding (a)&nbsp;any &#147;direct public group&#148; with respect to the corporation, as that term is defined in Treasury Regulation
Section&nbsp;1.382&#150;2T(j)(2)(ii) (or any successor provision) or (b)&nbsp;any Exempt Person. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">&#147;Percentage Stock Ownership&#148; and similar terms
means the direct and indirect percentage stock ownership of any Person for purposes of Section&nbsp;382 of the Code as determined in accordance with Treasury Regulation Section&nbsp;1.382&#150;2T(g), (h), (j)&nbsp;and (k)&nbsp;(or any successor
provisions) including any ownership by application of constructive ownership rules. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-right:4%; font-size:10pt; font-family:Times New Roman">&#147;Person&#148; means an individual, corporation,
estate, trust, association, limited liability company, partnership, joint venture or similar organization, and also includes a group of Persons that is an &#147;entity&#148; within the meaning of Treasury Regulation Section&nbsp;1.382&#150;3(a)(1)
(or any successor provision). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">&#147;Prohibited Distributions&#148; shall have the meaning set forth in Section&nbsp;6.06.3(b). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">&#147;Prohibited Transfer&#148; shall have the meaning set forth in Section&nbsp;6.06.2(a). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">&#147;Purported Transferee&#148; shall have the meaning set forth in Section&nbsp;6.06.3(a). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">&#147;Request&#148; shall have the meaning set forth in Section&nbsp;6.06.2(b). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">&#147;Restriction Release Date&#148; means such date, after the Effective Date, that (i)&nbsp;the 2010 annual meeting of stockholders of the corporation is
concluded if the Charter Amendment has not been approved and adopted by the stockholders, or (ii)&nbsp;constitutes the Restriction Release Date under the Charter Amendment. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">&#147;Restricted Holder&#148; means a Person that (a)&nbsp;is a Five Percent Shareholder and Acquires or proposes to Acquire additional Corporation
Securities, or (b)&nbsp;is proposing to Acquire Corporation Securities, and after such proposed Acquisition of Corporation Securities, would be a Five Percent Shareholder. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">&#147;Securities Act&#148; means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">&#147;Security&#148; or &#147;Securities&#148; shall have the meaning set forth in Section&nbsp;6.06.3(d). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-right:4%; font-size:10pt; font-family:Times New Roman">&#147;Stock&#148; means any interest that would be treated as &#147;stock&#148; of the corporation pursuant to Treasury Regulation <FONT
STYLE="white-space:nowrap">Section&nbsp;1.382-2T(f)(18)</FONT> (or any successor provision). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">&#147;Tax Benefits&#148; means all net operating loss
carryovers, capital loss carryovers, general business carryovers, alternative minimum tax credit carryovers and foreign tax credit carryovers, if any, as well as any loss or deduction attributable to a &#147;net unrealized built-in loss&#148; within
the meaning of Section&nbsp;382 of the Code and the Treasury Regulations promulgated thereunder, of the corporation or any of its subsidiaries. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">&#147;Transfer&#148; means any direct or indirect Acquisition, sale, transfer, assignment, conveyance, pledge or other disposition or other action in any
manner whatsoever, whether voluntary or involuntary, by operation of law or otherwise, by any Person that alters the Percentage Stock Ownership of any Person, or any attempt to do any of the foregoing. A Transfer shall also include the creation or
grant of an option (including within the meaning of Treasury Regulation Section&nbsp;1.382&#150;2T(h)(4)(v) (or any successor provision)). A Transfer shall include a repurchase of Corporation Securities by the corporation but shall not include an
issuance or grant of Corporation Securities by the corporation. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">&#147;Treasury Regulation&#148; means a Treasury Regulation promulgated under the Code.
</P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Section&nbsp;6.06.2 Transfer Restrictions. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(a) In order to preserve the Tax Benefits, from and after the Effective Date and before the Restriction Release Date, no Transfer other than to the
corporation shall be permitted, and any such purported Transfer shall be null and void ab initio, as to the amount of any such purported Transfer of Corporation Securities that causes, after giving effect to such purported Transfer (or any series of
Transfers of which such Transfer is a part), (i)&nbsp;any Person to become a Five Percent Shareholder or (ii)&nbsp;the Percentage Stock Ownership interest in the corporation of any Five Percent Shareholder to increase (a &#147;Prohibited
Transfer&#148;). The prior sentence is not intended to prevent the Corporation Securities from being DTC&#150;eligible and shall not preclude the settlement of any transactions in the Corporation Securities entered into through the facilities of a
national securities exchange or any national securities quotation system, provided, that if the settlement of the transaction would result in a Prohibited Transfer, such Transfer shall nonetheless be a Prohibited Transfer. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(b) The restrictions contained in this Section&nbsp;6.06 are for the purposes of reducing the risk that any &#147;ownership change&#148; (as defined in the
Code) of the Corporation Securities may limit the corporation&#146;s ability to utilize its Tax Benefits. In connection therewith, and to provide for effective policing of these provisions, a Restricted Holder who proposes to Acquire Corporation
Securities shall, before the date of such proposed Acquisition, request in writing (a &#147;Request&#148;) that the board of directors of the corporation review such proposed Acquisition and authorize or not authorize such proposed Acquisition in
accordance with this Section&nbsp;6.06.2(b). A Request shall be made in accordance with this Section&nbsp;6.06.2(b) and shall be delivered by fax and by registered mail, return receipt requested, to the secretary of the corporation at the principal
executive offices of the corporation. Such Request shall be deemed to have been received by the corporation only when actually received by the corporation. To be made in accordance with this Section&nbsp;6.06.2(b), a Request shall include
(i)&nbsp;the name, address and telephone number of the Restricted Holder, (ii)&nbsp;a description of the Restricted Holder&#146;s existing direct and indirect ownership of Corporation Securities, together with such ownership of all affiliates and
associates of the Restricted Holder, (iii)&nbsp;a description of the Corporation Securities that the Restricted Holder proposes to Acquire, (iv)&nbsp;the date on which such proposed Acquisition is expected to take place (or, if such Acquisition is
proposed to be made in a transaction on a national securities exchange or any national securities quotation system, a statement to that effect), (v)&nbsp;the name, address and telephone number of the proposed transferor of the Corporation Securities
that the Restricted Holder proposes to Acquire (or, if such Acquisition is proposed to be made in a transaction on a national securities exchange or any national securities quotation system, a statement to that effect), (vi)&nbsp;a reasonably
detailed description of the Acquisition, and (vii)&nbsp;a request that the board of directors authorize, if appropriate, such Acquisition pursuant to this Section&nbsp;6.06.2(b). The board of directors may authorize an Acquisition by a Restricted
Holder, if it determines in its sole discretion, that, such Acquisition will not be likely to directly or indirectly limit the availability to the corporation of the Tax Benefits or is otherwise in the best interests of the corporation and, in such
case, the restrictions set forth in Section&nbsp;6.06.2(a) shall not apply to such Acquisition. If the board of directors authorizes an Acquisition by a Restricted Holder, it may, in its sole discretion, deem such Restricted Holder to be an Existing
Holder (and to determine the deemed Existing Holder Initial Ownership) under this Section&nbsp;6.06. Any determination by the board of directors not to authorize a proposed Acquisition by a Restricted Holder shall cause such proposed Acquisition to
be deemed a Prohibited Transfer. Any determination to authorize a proposed Acquisition by a Restricted Holder granted hereunder may be granted in whole or in part, and may be subject to any limitations or conditions (including restrictions on the
ability of the Restricted Holder to subsequently transfer Corporation Securities acquired through such authorized Acquisition), in each case as and to the extent the board shall determine in its sole discretion. In addition, the board of directors
may, in its sole discretion, require representations from the Restricted Holder or an opinion of counsel to be rendered by counsel selected by the board of directors, that the Transfer will not result in the application of any Section&nbsp;382
limitation on the use of the Tax Benefits or other matters that the board of directors may determine. Any Restricted Holder who makes a Request to the board of directors shall reimburse the corporation, on demand, for all costs and expenses incurred
by the corporation with respect to any proposed Acquisition of Corporation Securities, including the corporation&#146;s costs and expenses incurred in determining whether to authorize the proposed Acquisition, which costs may include any expenses of
counsel and/or tax advisors engaged by the board of directors to advise the board of directors or deliver an opinion thereto. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Section&nbsp;6.06.3
Treatment of Excess Securities. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(a) No employee or agent of the corporation shall record any Prohibited Transfer, and the purported transferee of a
Prohibited Transfer (the &#147;Purported Transferee&#148;) shall not be recognized as a stockholder of the corporation for any </P>
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purpose whatsoever in respect of the Corporation Securities that are the subject of the Prohibited Transfer (the &#147;Excess Securities&#148;). The Purported Transferee shall not be entitled
with respect to such Excess Securities to any rights of a stockholder of the corporation, including the right to vote such Excess Securities and to receive dividends or distributions, whether liquidating or otherwise, in respect thereof. Once the
Excess Securities have been acquired in a Transfer that is not a Prohibited Transfer, such Corporation Securities shall cease to be Excess Securities. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(b) If the board of directors determines that a Prohibited Transfer has been recorded by an agent or employee of the corporation notwithstanding the
prohibition in Section&nbsp;6.06.3(a), such recording and the Prohibited Transfer shall be null and void ab initio and have no legal effect and, upon written demand by the corporation, the Purported Transferee shall transfer or cause to be
transferred any certificate or other evidence of ownership of the Excess Securities within the Purported Transferee&#146;s possession or control, together with any dividends or other distributions that were received by the Purported Transferee from
the corporation with respect to the Excess Securities (the &#147;Prohibited Distributions&#148;), to an agent designated by the board of directors (the &#147;Agent&#148;). In the event of an attempted Prohibited Transfer involving the purchase or
Acquisition of Corporation Securities in violation of this Section&nbsp;6.06 by a Restricted Holder, the Agent shall thereupon sell to a buyer or buyers, which may include the corporation or the purported transferor, the Excess Securities
transferred to it in one or more arm&#146;s&#150;length transactions (including over a national securities exchange or national securities quotation system on which the Corporation Securities may be traded); provided, however, that the Agent, in its
sole discretion, shall effect such sale or sales in an orderly fashion and shall not be required to effect any such sale within any specific time frame if the Agent determines such sale or sales could disrupt the market for the Corporation
Securities, could adversely affect the value of the Corporation Securities or may be in violation of applicable securities laws. If the Purported Transferee has resold the Excess Securities before receiving the corporation&#146;s demand to surrender
the Excess Securities to the Agent, the Purported Transferee shall be deemed to have sold the Excess Securities for the Agent, and shall be required to transfer to the Agent any Prohibited Distributions and proceeds of such sale, unless the
corporation grants written permission to the Purported Transferee to retain a portion of such sales proceeds not exceeding the amount that the Purported Transferee would have received from the Agent pursuant to Section&nbsp;6.06.3(c) if the Agent,
rather than the Purported Transferee, had resold the Excess Securities. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(c) The Agent shall apply any proceeds of a sale by it of Excess Securities and,
if the Purported Transferee had previously resold the Excess Securities, any amounts received by it from a Purported Transferee, as follows: (i)&nbsp;first, to reimburse itself to the extent necessary to cover its costs and expenses incurred in
accordance with its duties hereunder; (ii)&nbsp;second, to reimburse the Purported Transferee for the amounts paid by the Purported Transferee for the Excess Securities (or in the case of any Prohibited Transfer by gift, devise or inheritance or any
other Prohibited Transfer without consideration, the fair market value, calculated on the basis of the closing market price for the Corporation Securities on the day before the Prohibited Transfer), and (iii)&nbsp;third, the remainder, if any, to
the original transferor, or, if the original transferor cannot be readily identified, to an entity designated by the corporation&#146;s board of directors that is described in Section&nbsp;501(c) of the Code, contributions to which must be eligible
for deduction under each of Sections 170(b)(1)(A), 2055 and 2522 of the Code. The recourse of any Purported Transferee with respect to any Prohibited Transfer shall be limited to the amount payable to the Purported Transferee pursuant to clause
(ii)&nbsp;of this Section&nbsp;6.06.3(c). Except as may be required by law, in no event shall the proceeds of any sale of Excess Securities pursuant to this Section&nbsp;6.06 inure to the benefit of the corporation or the Agent, except to the extent
used to cover expenses incurred by the Agent in performing its duties hereunder. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(d) In the event of any Transfer to the corporation, or any Transfer
that does not involve a transfer of securities of the corporation within the meaning of Delaware law (&#147;Securities,&#148; and individually, a &#147;Security&#148;), that would in either case cause (i)&nbsp;any Person to become a Five Percent
Shareholder or (ii)&nbsp;the Percentage Stock Ownership interest of any Five Percent Shareholder to increase, the application of Section&nbsp;6.06.3(b) and Section&nbsp;6.06.3(c) shall be modified as described in this Section&nbsp;6.06.3(d). In such
case, no such Five Percent Shareholder shall be required to dispose of any interest that is not a Security, but such Five Percent Shareholder and/or any Person whose ownership of Securities is attributed to such Five Percent Shareholder shall be
deemed to have disposed of and shall be required to dispose of sufficient Securities (which Securities shall be disposed of in the inverse order in which they were acquired) to cause such Five Percent Shareholder, after such disposition, not to be
in violation of this Section&nbsp;6.06. Such disposition shall be deemed to occur simultaneously with the Transfer giving rise to the application of this provision, and such number of Securities that are deemed to be disposed of shall be considered
Excess Securities and shall be disposed of through the Agent as provided in Section&nbsp;6.06.3(b) and Section&nbsp;6.06.3(c), except that the maximum aggregate amount payable either to such Five Percent Shareholder, or to such other Person that was
the direct holder of such Excess Securities, in connection with such sale shall be the fair market value of </P>
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such Excess Securities at the time of the purported Transfer. All expenses incurred by the Agent in disposing of such Excess Securities shall be paid out of any amounts due such Five Percent
Shareholder or such other Person. The purpose of this Section&nbsp;6.06.3(d) is to extend the restrictions in Section&nbsp;6.06.2(a) and Section&nbsp;6.06.3(a) to situations in which there is a Five Percent Shareholder without a direct Transfer of
Securities, and this Section&nbsp;6.06.3(d), along with the other provisions, shall be interpreted to produce the same results, with differences as the context requires, as a direct Transfer of Corporation Securities. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(e) If the Purported Transferee fails to surrender the Excess Securities or the proceeds of a sale thereof to the Agent within thirty (30)&nbsp;days from the
date on which the corporation makes a demand pursuant to Section&nbsp;6.06.3(b) or any written demand with respect to a deemed disposition pursuant to Section&nbsp;6.06.3(d), then the corporation may take any actions it deems necessary to enforce
the provisions hereof, including the institution of legal proceedings to compel such surrender. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(f) If any Person shall knowingly violate, or knowingly
cause any other Person under control of such Person (a &#147;Controlled Person&#148;) to violate this Section&nbsp;6.06 (including failure to surrender the Excess Securities or the proceeds of a sale thereof as demanded by the corporation pursuant
to Section&nbsp;6.06.3(e)), then that Person and any Controlled Person shall be jointly and severally liable to the corporation for, and shall indemnify and hold the corporation harmless against, any and all losses and damages suffered as a result
of such violation, including any attorneys&#146; and auditors&#146; fees incurred in connection with such violation. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Section&nbsp;6.06.4 Legends;
Compliance. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(a) All certificates reflecting Corporation Securities issued on or after the Effective Date shall, until the Restriction Release Date, bear
a conspicuous legend in substantially the following form: </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">THE TRANSFER OF SECURITIES REPRESENTED HEREBY IS SUBJECT TO RESTRICTION PURSUANT TO SECTION
6.06 OF THE AMENDED AND RESTATED BYLAWS OF RADIAN GROUP INC. A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST TO THE CORPORATION AT ITS PRINCIPAL PLACE OF BUSINESS. IF THE TRANSFER RESTRICTIONS ARE VIOLATED, THEN THE TRANSFER WILL BE VOID AND
THE PURPORTED TRANSFEREE OF THE STOCK WILL BE REQUIRED TO TRANSFER THE EXCESS SECURITIES (AS DEFINED IN THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AND THE AMENDED AND RESTATED BYLAWS) TO THE CORPORATION&#146;S AGENT. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(b) The corporation shall have the power to make appropriate notations upon its stock transfer records and to instruct any transfer agent, registrar,
securities intermediary or depository with respect to the requirements of this Section&nbsp;6.06 for any uncertificated Corporation Securities or Corporation Securities held in an indirect holding system. As a condition to the registration of the
Transfer of any Corporation Securities, any Person who is a beneficial, legal or record holder of Corporation Securities, and any proposed transferee of such Corporation Securities and any Person controlling, controlled by or under common control
with the proposed transferee of such Corporation Securities, shall provide such information as the corporation may request from time to time in order to determine compliance with this Section&nbsp;6.06 or the status of the Tax Benefits of the
corporation. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(c) Nothing contained in this Section&nbsp;6.06 shall limit the authority of the board of directors of the corporation to take such other
action to the extent permitted by law as it deems necessary or advisable to preserve the corporation&#146;s Tax Benefits. The board of directors of the corporation shall have the power to determine all matters necessary for determining compliance
with this Section&nbsp;6.06, including determining (i)&nbsp;the identification of Five Percent Shareholders, Exempt Persons and Restricted Holders, (ii)&nbsp;whether a Transfer or proposed Transfer is a Prohibited Transfer, (iii)&nbsp;the Percentage
Stock Ownership in the corporation of any Five Percent Shareholders, Exempt Persons and Restricted Holders, (iv)&nbsp;whether an instrument constitutes a Corporation Security, (v)&nbsp;the amount (or fair market value) due to a Purported Transferee,
(vi)&nbsp;whether compliance with any restriction or limitation on stock ownership and Transfers are no longer required for preservation of Tax Benefits, (vii)&nbsp;the interpretation of the provisions of this Section&nbsp;6.06 and the applicability
to stockholders of the corporation of the restrictions on Transfer set forth herein, including the establishment of presumptions and procedures related thereto, and the correction or clarification of any errors or ambiguities therein, and
(viii)&nbsp;any other matters which the board of directors deems relevant. Without limiting the generality of the foregoing, for the purposes of determining the existence and identity of, and the amount of Corporation Securities owned by, any
Person, the corporation and the board of directors are entitled to </P>
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rely on (a)&nbsp;the existence and absence of filings of Schedule 13D, Schedule 13F, or Schedule 13G under the Exchange Act (or any similar schedules) as of any date, and (b)&nbsp;its actual
knowledge of the ownership of the Corporation Securities. In the case of an ambiguity in the application of any of the provisions of this Section&nbsp;6.06, including any definition used herein, the board of directors shall have the power to
determine the application of such provisions with respect to any situation based on its reasonable belief, understanding or knowledge of the circumstances. In the event that this Section&nbsp;6.06 requires an action by the board of directors but
fails to provide specific guidance with respect to such action, the board of directors shall have the power to determine the action to be taken so long as such action is not contrary to the express provisions of this Section&nbsp;6.06. All such
actions, calculations, interpretations and determinations that are done or made by the board of directors in good faith shall be final, conclusive and binding on the corporation, the Agent, and all other parties to a Transfer. The board of directors
may delegate all or any portion of its duties and powers under this Section&nbsp;6.06 to a committee of the board of directors as it deems advisable or necessary. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(d) Nothing contained in this Section&nbsp;6.06 shall be construed to give any Person other than the corporation or the Agent any legal or equitable right,
remedy or claim under this Section&nbsp;6.06. This Section&nbsp;6.06 shall be for the sole and exclusive benefit of the corporation and the Agent. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(e)
With regard to any power, remedy or right provided herein or otherwise available to the corporation or the Agent provided under this Section&nbsp;6.06, (i)&nbsp;no waiver will be effective unless expressly contained in a writing signed by the
waiving party, and (ii)&nbsp;no alteration, modification, or impairment will be implied by reason of any previous waiver, extension of time, delay or omission in exercise, or other indulgence. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(f) If any provision of this Section&nbsp;6.06 or the application of any such provision to any Person or under any circumstances shall be held invalid,
illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision of this Section&nbsp;6.06. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Section&nbsp;6.06.5 <U>Effectiveness</U>. The restrictions on Transfer set forth in this Section&nbsp;6.06 shall apply only to Corporation Securities issued
by the corporation (whether from treasury securities or newly issued) on or after the Effective Date and before the Restriction Release Date. </P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">ARTICLE VII </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">Indemnification of
Directors, Officers and Other Authorized Representatives </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 7.01. <U>Indemnification of Authorized Representatives</U>. The corporation shall,
except to the extent prohibited by the GCL, as amended or modified from time to time (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than said law
permitted the corporation to provide prior to such amendment), indemnify any person who was or is an authorized representative of the corporation at any time during which this By-law is in effect (whether or not such person continues to serve in
such capacity at the time any indemnification is sought or at the time any proceeding relating thereto exists or is brought), and who was or is a party, or is threatened to be made a party to any threatened, pending or completed action, suit or
proceeding, including without limitation actions by or in right of the corporation, a class of its security holders or otherwise, and whether civil, criminal, administrative or investigative, by reason of the fact that such person was or is an
authorized representative of the corporation, against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding; provided, however, that except for
actions to enforce indemnification rights under this Article, the corporation shall indemnify an authorized representative seeking indemnification in connection with an action, suit or proceeding initiated by such person (other than on behalf of the
corporation or one of its subsidiaries) only if the action, suit or proceeding was authorized by the board of directors of the corporation. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea
of <I>nolo contendere</I> or its equivalent, shall not of itself create a presumption that the authorized representative did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to, the best interests
of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such conduct was unlawful. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 7.02.
<U>Mandatory Indemnification of Authorized Representatives</U>. To the extent that an authorized representative or other employee or agent of the corporation has been successful on the merits or otherwise in
</P>
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defense of any action, suit or proceeding or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses actually and reasonably incurred by such person in
connection therewith. The rights provided by this Section&nbsp;7.02 shall be in addition to, and not in lieu of, the rights provided under Section&nbsp;7.01. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 7.03. <U>Determination of Entitlement to Indemnification</U>. Any indemnification under Section&nbsp;7.01 of this Article (unless ordered by a court)
shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the authorized representative or other employee or agent is proper in the circumstances because such person has met the applicable
standard of conduct set forth in Section&nbsp;7.01 and the amount requested has been actually and reasonably incurred. Such determination shall be made: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(1) by a majority vote of the directors who were not parties to such action, suit or proceeding, even though less than a quorum; or </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum; or </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(3) if there are no such directors, or if such directors so direct or the claimant so requests, by independent legal counsel in a written opinion; or </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(4) by the stockholders. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">In the event the determination of
entitlement to indemnification is to be made by independent counsel at the request of the claimant, the independent counsel shall be selected by the board of directors unless there shall have occurred within two years prior to the date of the
commencement of the action, suit or proceeding for which indemnification is claimed a &#147;change of control&#148; as defined in the corporation&#146;s 2014 Equity Compensation Plan, as in effect on the date of adoption of these By-Laws, in which
case the Independent Counsel shall be selected by the claimant unless the claimant shall request that such selection be made by the board of directors. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 7.04. <U>Advancing Expenses</U>. Expenses actually and reasonably incurred in defending an action, suit or proceeding shall automatically be paid on
behalf of an authorized representative by the corporation, without the need for action by the board of directors, in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the authorized
representative to repay such amount if it shall ultimately be determined that the authorized representative is not entitled to be indemnified by the corporation as authorized in this Article. The financial ability of any authorized representative to
make a repayment contemplated by this section shall not be a prerequisite to the making of an advance. Expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the board of directors deems
appropriate. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 7.05. <U>Settlement of Claims</U>. The corporation shall not be liable to indemnify any authorized representative under this Article
for (a)&nbsp;any amounts paid in settlement of any action or claim effected without the corporation&#146;s written consent, which consent shall not be unreasonably withheld; or (b)&nbsp;any judicial award if the corporation was not given a
reasonable and timely opportunity, at its expense, to participate in the defense of such action. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 7.06. <U>No Duplication of Payments</U>. The
corporation shall not be liable under this Article to make any payment in connection with any claim made against the authorized representative to the extent the authorized representative has otherwise actually received payment (under any insurance
policy, agreement, vote, or otherwise) of the amounts otherwise indemnifiable hereunder. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 7.07. <U>Subrogation</U>. In the event of payment under
this Article, the corporation shall be subrogated to the extent of such payment to all of the rights of recovery of the authorized representative, who shall execute all papers required and shall do everything that may be necessary to secure such
rights, including the execution of such documents necessary to enable the corporation effectively to bring suit to enforce such rights. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 7.08
<U>Definitions</U>. For purposes of this Article: </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(1) &#147;authorized representative&#148; shall mean any and all present and former directors and
officers of the corporation, including any such persons to the extent serving as a director, officer, trustee, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to
employee </P>
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benefit plans maintained or sponsored by the corporation (whether the basis of such proceeding is alleged action in an official capacity as a director, officer, trustee, employee or agent or in
any other capacity while serving as a director, officer, trustee, employee or agent), and any other persons designated by the board of directors from time to time, which may include, without limitation, directors and officers of any direct or
indirect, majority-owned or wholly-owned subsidiary of the corporation; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(2) &#147;corporation&#148; shall include, in addition to the resulting
corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers,
employees or agents, so that any person who is or was a director or officer of such constituent corporation shall stand in the same position under the provisions of this Article with respect to the resulting or surviving corporation as such person
would have with respect to such constituent corporation if its separate existence had continued; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(3) &#147;expenses&#148; shall include attorneys&#146;
fees and disbursements; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(4) &#147;fines&#148; shall include any excise taxes assessed on a person with respect to an employee benefit plan; </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(5) &#147;include&#148; shall mean include without limitation and shall be interpreted to provide as broad as possible a meaning to the term so modified or
defined in this Section&nbsp;7.08; and </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(6) &#147;party&#148; shall include the giving of testimony or similar involvement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 7.09 <U>Insurance</U>. The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation or any of its direct or indirect subsidiaries, or any person who is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against any liability asserted against the person and incurred by the person in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power or the obligation to indemnify such
person against such liability under the provisions of this Article. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 7.10. <U>Scope of Article</U>. The indemnification of authorized
representatives and advancement of expenses, as authorized by the preceding provisions of this Article, shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any
agreement, vote of stockholders or disinterested directors or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office, and such indemnification and advancement rights cannot be terminated
by the corporation, the board of directors or the stockholders of the corporation with respect to a person&#146;s service prior to the date of such termination. The indemnification and advancement of expenses provided by or granted pursuant to this
Article shall continue as to a person who has ceased to be an authorized representative and shall inure to the benefit of the heirs, executors and administrators of such a person. The duties of the corporation to indemnify and to advance expenses to
a director or officer as provided in this Article VII shall be in the nature of a contract between the corporation and each such person, which contractual rights vest at the time of such person&#146;s service to or at the request of the corporation,
and no amendment or repeal of any provision of this Article VII shall alter, to the detriment of such person, the right of such person to the advancement of expenses or indemnification related to a claim, whether brought or threatened before or
after such amendment or repeal, based on an act or failure to act that took place prior to such amendment or repeal. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 7.11. <U>Reliance on
Provisions</U>. Each person who shall act as an authorized representative of the corporation shall be deemed to be doing so in reliance upon rights of indemnification provided by this Article. </P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">ARTICLE VIII </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">General Provisions
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 8.01. <U>Dividends</U>. Subject to the restrictions contained in the GCL and any restrictions contained in the certificate of incorporation, the
board of directors may declare and pay dividends upon the shares of capital stock of the corporation. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 8.02. <U>Contracts</U>. Except as otherwise provided in these By-laws, the board of directors may
authorize any officer or officers including the chairman and vice chairman of the board of directors, or any agent or agents, to enter into any contract or to execute or deliver any instrument on behalf of the corporation and such authority may be
general or confined to specific instances. Any officer so authorized may, unless the authorizing resolution otherwise provides, delegate such authority to one or more subordinate officers, employees or agents, and such delegation may provide for
further delegation. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 8.03. <U>Corporate Seal</U>. The corporation shall have a corporate seal, which shall have inscribed thereon the name of the
corporation, the year of its organization and the words &#147;Corporate Seal, Delaware&#148;. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 8.04. <U>Deposits</U>. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust
companies, or other depositories as the board of directors may approve or designate, and all such funds shall be withdrawn only upon checks signed by such one or more officers or employees as the board of directors shall from time to time determine.
</P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 8.05. <U>Corporate Records</U>. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(a) Examination by
Stockholders. Every stockholder shall, upon written demand under oath stating the purpose thereof, have a right to examine, in person or by agent or attorney, during the usual hours for business, for any proper purpose, the stock ledger, list of
stockholders, books or records of account, and records of the proceedings of the stockholders and directors of the corporation, and to make copies or extracts therefrom. A proper purpose shall mean a purpose reasonably related to such person&#146;s
interest as a stockholder. In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing which authorizes the
attorney or other agent to so act on behalf of the stockholder. The demand under oath shall be directed to the corporation at its registered office in Delaware or at its principal place of business. Where the stockholder seeks to inspect the books
and records of the corporation, other than its stock ledger or list of stockholders, the stockholder shall first establish (1)&nbsp;that the stockholder has complied with the provisions of this section respecting the form and manner of making demand
for inspection of such documents; and (2)&nbsp;that the inspection sought is for a proper purpose. Where the stockholder seeks to inspect the stock ledger or list of stockholders of the corporation and has complied with the provisions of this
section respecting the form and manner of making demand for inspection of such documents, the burden of proof shall be upon the corporation to establish that the inspection sought is for an improper purpose. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(b) Examination by Directors. Any director shall have the right to examine the corporation&#146;s stock ledger, a list of its stockholders and its other books
and records for a purpose reasonably related to the person&#146;s position as a director. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">SECTION 8.06. <U>Amendment of By-laws</U>. These By-laws may be
altered, amended or repealed or new By-laws may be adopted either (a)&nbsp;by vote of the stockholders at a duly organized annual or special meeting of stockholders in accordance with the certificate of incorporation, or (b)&nbsp;by vote of
two-thirds of the entire board of directors at any regular or special meeting of directors if such power is conferred upon the board of directors by the certificate of incorporation. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 22 - </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right">Exhibit 10.1 </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Employment Agreement </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">THIS EMPLOYMENT AGREEMENT (the &#147;<B>Agreement</B>&#148;) is entered into by and between Radian Group Inc. (the &#147;<B>Company</B>&#148;)
and S.A.&nbsp;Ibrahim (the &#147;<B>Executive</B>&#148;) as of November&nbsp;12, 2014 (the &#147;<B>Effective Date</B>&#148;). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">WHEREAS,
the Executive and the Company are parties to an Employment Agreement, dated May&nbsp;5, 2008, which was amended and restated effective April&nbsp;5, 2011 (&#147;<B>Existing Agreement</B>&#148;); and </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">WHEREAS, the Executive and the Company now desire to amend and restate the Existing Agreement to extend the term through December&nbsp;31,
2017 and to make other appropriate changes. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">NOW, THEREFORE, the parties agree that the Existing Agreement is amended and restated as of
the Effective Date to read as follows: </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">1.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Employment</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Term</U>.&nbsp;&nbsp;&nbsp;&nbsp;The term of the Existing Agreement commenced on April&nbsp;5, 2011
and shall terminate on the Effective Date. This Agreement shall continue in effect from the Effective Date until December&nbsp;31, 2017 unless sooner terminated by either party as hereinafter provided (the &#147;<B>Term</B>&#148;). In no event shall
the expiration of this Agreement be deemed, in and of itself, a termination of the Executive&#146;s employment for purposes of this Agreement, including a termination without Cause or Good Reason event for purposes of Section&nbsp;10, and no
severance benefits shall be payable under Section&nbsp;10 in the event of a termination of employment at or after the end of the Term. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Duties</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(1)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Executive shall serve as the Chief Executive Officer of the Company with the duties,
responsibilities and authority commensurate therewith and shall report to the Board of Directors of the Company (the &#147;<B>Board</B>&#148;). The Executive shall perform all duties and accept all responsibilities incident to such position as may
be reasonably assigned to him by the Board (as communicated to him by the non-executive Chairman of the Board (the &#147;<B>Chairman</B>&#148;) and consistent with his position as the Chief Executive Officer. During the Term, when applicable, the
Company shall cause the Executive to be nominated as a member of the Board. Upon termination of employment for any reason, the Executive agrees to resign all positions, including as an officer, and all board memberships related to the Company and
its affiliates. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(2)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Executive represents to the Company that he is not subject to or a party to
any employment agreement, non-competition covenant, understanding or restriction which would be breached by or prohibit the Executive from executing this Agreement and performing fully his duties and responsibilities hereunder. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Best Efforts</U>.&nbsp;&nbsp;&nbsp;&nbsp;During the Term, the Executive shall devote his best
efforts and full time and attention to promote the business and affairs of the Company and its affiliates, and shall be engaged in other business activities only to the extent that such activities do not materially
</P>

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interfere or conflict with his obligations to the Company hereunder, including, without limitation, obligations pursuant to Section&nbsp;16 below. The foregoing also shall not be construed as
preventing the Executive from (1)&nbsp;serving on civic, educational, philanthropic or charitable boards or committees, or, with the consent of the Board, in its sole discretion, on corporate boards, (2)&nbsp;delivering lectures, fulfilling speaking
engagements or lecturing at educational institutions and (3)&nbsp;managing personal investments, so long as such activities do not significantly interfere with the performance of the Executive&#146;s responsibilities hereunder and are permitted
under the Company&#146;s Code of Conduct and employment policies; provided, however, that the Executive shall be permitted to own passively not more than 5% of the stock of those companies whose securities are listed on a national securities
exchange (including Nasdaq), except that the Executive shall not invest in any business competitive with the Company or that would otherwise violate the provisions of Section&nbsp;16 below. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">2.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Base Salary and Bonus</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Effective as of January&nbsp;1, 2015, as compensation for the services to be rendered hereunder, the
Company shall pay to the Executive an annual base salary (&#147;<B>Base Salary</B>&#148;) at the rate of $950,000. From the Effective Date through December&nbsp;31, 2014, the Executive&#146;s current rate of Base Salary ($900,000) shall continue in
effect. The Base Salary amount may be subject to increase (but not decrease), as determined by the independent directors of the Board, in their sole discretion. The Executive&#146;s Base Salary shall be paid in accordance with the Company&#146;s
existing payroll policies, and shall be subject to applicable withholding taxes. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, 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 &#147;<B>STI/MTI
Plan</B>&#148;) pursuant to the terms and conditions of the STI/MTI Plan if certain individual and corporate performance goals and targets, established by the Compensation and Human Resources Committee of the Board (the &#147;<B>Compensation
Committee</B>&#148;), in its sole discretion, pursuant to the STI/MTI Plan are met. The Executive&#146;s incentive award shall be paid to him at such times and in such manner as set forth in the STI/MTI Plan (but in no event on a schedule less
favorable to the Executive than that in effect under the STI/MTI Plan as structured as of the Effective Date). At the beginning of each fiscal year of the Company ending during the Term, the Compensation Committee shall determine the &#147;<B>Target
Incentive Award</B>&#148; (as defined in the STI/MTI Plan) for the Executive, taking into consideration such factors as the Compensation Committee deems appropriate. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Notwithstanding the terms of the STI/MTI Plan, if the Executive continues in employment through the end
of a calendar year, the Executive shall be eligible to receive any STI&nbsp;Bonus and MTI&nbsp;Bonus that are earned for the performance period beginning during such year (including the STI&nbsp;Bonus to be paid shortly following such calendar year
and the MTI&nbsp;Bonus to be paid shortly following the conclusion of the subsequent calendar year), without regard to continued service, unless the Executive&#146;s employment is terminated for Cause (as defined below); provided, however, that no
STI&nbsp;Bonus or MTI&nbsp;Bonus shall be paid under this subsection (c)&nbsp;if the Executive&#146;s employment terminates on December&nbsp;31 of a year and (i)&nbsp;the Executive receives, or upon execution of a Release could have received, a
prorated Target Incentive Award under the STI/MTI Plan for the year in which the Executive&#146;s termination date </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">2 </P>


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occurs under Section&nbsp;10(c)(3) or (ii)&nbsp;the Executive receives a Target Incentive Award under the STI/MTI Plan for the year in which the Executive&#146;s termination date occurs under
Section&nbsp;12 or 13. Such STI Bonus and MTI Bonus shall be paid at the same time as STI Bonuses and MTI Bonuses are paid to other employees under the STI/MTI Plan. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Long-Term Incentive Compensation</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;With respect to each fiscal year of the Company ending during the Term, unless otherwise mutually
determined by the Executive and the Compensation Committee, the Executive shall be eligible to participate in any long-term equity incentive programs established by the Company for its senior level executives generally, including the Radian Group
Inc. 2014 Equity Compensation Plan, or any successor plan (the &#147;<B>Equity Plan</B>&#148;). With respect to each fiscal year of the Company ending during the Term, the Compensation Committee shall determine the target level of long-term
incentive compensation, for Executive, taking into consideration such factors as the Compensation Committee deems appropriate. The Executive agrees to comply with the Company&#146;s share ownership guidelines for Company executives, as in effect
from time to time. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Equity awards or other long-term incentive (including cash-based) awards
granted to the Executive on or after the Effective Date and during the Term shall provide for the following: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If the Executive&#146;s employment terminates for any reason (other than a termination by the Company
for Cause), (1)&nbsp;the service-based vesting provisions applicable to the Executive&#146;s outstanding equity or other long-term incentive awards shall immediately lapse, provided that, in all other respects, such awards will vest (including based
on achievement of any applicable performance conditions) or become exercisable or payable according to their terms, and, provided, further, that the Company may provide in a non-equity-based long-term incentive award that such service-based vesting
provisions will not lapse upon a voluntary termination by the Executive other than for Good Reason that occurs prior to the earlier of (x)&nbsp;the six-month anniversary of the date of grant of the applicable award or (y)&nbsp;December&nbsp;31 of
the year of such grant, and (2)&nbsp;in the case of options and stock appreciation rights, all outstanding stock options and stock appreciation rights shall remain exercisable for the balance of the original full term. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In the event of the Executive&#146;s death or Disability (as defined below) while employed,
outstanding equity awards will be fully vested, exercisable and payable, consistent with section&nbsp;409A of the Internal Revenue Code of 1986, as amended (the &#147;<B>Code</B>&#148;). In the event of the Executive&#146;s death or Disability while
employed, outstanding non-equity-based long-term incentive awards that are not subject to performance-based vesting shall be fully vested, exercisable and payable, consistent with section&nbsp;409A of the Code, and any outstanding non-equity-based
long-term incentive awards that are subject to performance-based vesting shall continue to vest according to their terms. In the event of the Executive&#146;s death after termination of employment (other than a termination by the Company for Cause),
any outstanding equity or other long-term incentive awards that are not subject to performance-based vesting shall be fully exercisable and payable, consistent with section&nbsp;409A of the Code, and any outstanding equity or other long-term
incentive awards that are subject to performance-based vesting shall continue to vest according to their terms. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">3 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In the event of the Executive&#146;s termination of
employment by the Company for Cause, any outstanding equity or other long-term incentive awards shall immediately terminate and be of no further force or effect. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If the Executive&#146;s employment terminates for any reason (other than by the Company for Cause),
including death or disability (as defined in the applicable award agreement), notwithstanding anything contained to the contrary in any applicable award agreement, the Executive&#146;s outstanding stock options granted to the Executive before 2010
shall remain exercisable for the balance of the original full option term. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Notwithstanding the
foregoing, in the event any equity or other long-term incentive awards constitute &#147;nonqualified deferred compensation&#148; within the meaning of section 409A of the Code and are payable upon &#147;separation from service,&#148; the delivery of
shares of common stock or cash (as applicable) in settlement of such awards shall be made on the date that is six months after the Executive&#146;s &#147;separation from service,&#148; if required by section 409A, or if earlier, immediately
following any permissible payment event under section 409A of the Code. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">4.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Retirement and Welfare Benefits</U>.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Executive shall be entitled to participate in the Company&#146;s health, life insurance, long
and short-term disability, dental, retirement, savings, deferred compensation and medical programs, if any, 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 or program from time to time after the Effective Date. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If, during the Term, the Executive&#146;s employment terminates for any reason (other than by the
Company for Cause), the Company shall permit the Executive (or, in the event of his death, his current wife Nina Ibrahim (&#147;<B>Mrs.&nbsp;Ibrahim</B>&#148;)) to elect medical coverage for himself and, where applicable, Mrs.&nbsp;Ibrahim under the
Company&#146;s medical plan in effect at the date of his termination, as the same may be changed by the Company from time to time for employees generally, for the Coverage Period (as defined below), if the Executive executes and does not revoke the
Release as described in Section&nbsp;10(c) below (in the event of the Executive&#146;s death, no Release will be required of Mrs.&nbsp;Ibrahim) prior to the 45<SUP STYLE="font-size:85%; vertical-align:top">th</SUP>&nbsp;day following the
Executive&#146;s date of termination. For purposes of this Section&nbsp;4, the term &#147;medical coverage&#148; includes both medical and dental coverage. The coverage shall be provided as follows: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(1)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The &#147;<B>Coverage Period</B>&#148; for the Executive shall be the period beginning on his
termination date and continuing until the first to occur of (i)&nbsp;the date on which the Executive becomes eligible to elect medical coverage under Social Security Medicare, (ii)&nbsp;the date on which the Executive is eligible for medical
coverage under a plan maintained by a new employer or under a plan maintained by his spouse&#146;s employer, whichever is sooner, or (iii)&nbsp;the date of the Executive&#146;s death. The Coverage Period for Mrs.&nbsp;Ibrahim shall be the period
beginning on the Executive&#146;s termination date and continuing until the first to occur of (i)&nbsp;the date on which Mrs.&nbsp;Ibrahim becomes eligible to elect medical coverage under Social Security Medicare, (ii)&nbsp;the date on which
Mrs.&nbsp;Ibrahim is eligible for medical coverage under a plan maintained by a new employer of Executive or under a plan maintained by her employer, whichever is sooner, or (iii)&nbsp;the date of Mrs.&nbsp;Ibrahim&#146;s death. The Executive (or,
where applicable, Mrs.&nbsp;Ibrahim) shall notify the Company of his or her eligibility for alternate coverage as described above within 30&nbsp;days of becoming eligible for any such coverage. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">4 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(2)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Executive (or, where applicable, Mrs.&nbsp;Ibrahim)
shall pay the full monthly premium cost of medical coverage under this Section&nbsp;4(b) for the Coverage Period. The monthly premium cost shall be the monthly COBRA premium during the COBRA health care continuation coverage period under
section&nbsp;4980B of the Code (the &#147;<B>COBRA Period</B>&#148;). After the COBRA Period, the monthly premium cost shall be the Company&#146;s deemed premium cost of such medical coverage for the Executive and Mrs.&nbsp;Ibrahim, which shall be
determined actuarially by the Company&#146;s advisors. The COBRA Period shall run concurrently with the Coverage Period. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(3)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Subject to the Executive&#146;s executing and not revoking a Release as described above in
Section&nbsp;4(b), during the portion of the Coverage Period in which the Executive and/or Mrs.&nbsp;Ibrahim (as applicable) continue to receive coverage under the Company&#146;s medical plan, the Company shall pay the Executive (or, where
applicable, Mrs.&nbsp;Ibrahim) an amount equal to the premium cost described in subparagraph (2)&nbsp;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 Executive&#146;s date of termination. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(4)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As an alternative to continuing coverage under the Company&#146;s group medical plan as described
above, the Company may provide comparable coverage to the Executive and Mrs.&nbsp;Ibrahim under an individual fully-insured medical policy for the Coverage Period, with the monthly premium cost of such insurance to be at the Company&#146;s sole
expense (net of the employee contribution rate paid by Company employees for medical coverage) and to be paid monthly directly to the insurance carrier. Notwithstanding the foregoing, if the Company is not able to provide continued coverage to the
Executive and Mrs.&nbsp;Ibrahim pursuant to this Section&nbsp;4(b) without imposition of an excise tax or other adverse tax consequences on the Company, the Executive or other Company employees, the Company will provide to the Executive and
Mrs.&nbsp;Ibrahim an economically equivalent benefit in such form as may be mutually agreed by the Company and the Executive (which may include cash payments), consistent with section 409A of the Code. However, in no event shall the Company be
required to provide a tax gross-up payment with respect to income or other taxes incurred on the payments described in subparagraph&nbsp;(3) above or on any economically equivalent benefit. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">5.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Benefit Restoration Plan</U>.&nbsp;&nbsp;&nbsp;&nbsp;The Executive shall be entitled to participate in the
Company&#146;s Benefit Restoration Plan (the &#147;<B>BRP</B>&#148;) pursuant to its terms and conditions. For purposes of benefit accrual under the BRP only (and not vesting), the Executive (i)&nbsp;has been credited with two years of service for
every one year of service completed during his first five full years of service with the Company from his date of hire, and (ii)&nbsp;shall earn one year of service for each completed year of service after his completion of the first five full years
of service with the Company. The Executive&#146;s accrued benefit under the BRP, as modified by this Section&nbsp;5, is fully vested. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">5 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">6.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Vacation</U>.&nbsp;&nbsp;&nbsp;&nbsp;The Executive shall be entitled to
vacation, holiday and sick leave at levels commensurate with those provided to other senior executive officers of the Company, in accordance with the Company&#146;s vacation, holiday and other pay for time not worked policies. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">7.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Expenses</U>.&nbsp;&nbsp;&nbsp;&nbsp;The Company shall reimburse the Executive for all necessary and reasonable
travel and other business expenses incurred by the Executive in the performance of his duties hereunder in accordance with such reasonable accounting procedures as the Company may adopt generally from time to time for executives. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">8.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Perquisites</U>.&nbsp;&nbsp;&nbsp;&nbsp;The Executive shall be provided with such other executive perquisites as may
be provided to other senior executive officers of the Company. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">9.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Indemnification</U>.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company agrees to indemnify the Executive against all
claims arising out of actions or omissions during the Executive&#146;s employment by the Company, to the same extent and on the same terms and conditions provided for in the Company&#146;s bylaws or under the Company&#146;s Amended and Restated
Certificate of Incorporation, each as in effect on the Effective Date. The Company agrees it will continue to maintain officers&#146; and directors&#146; 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. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">10.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Termination Without
Cause; Resignation for Good Reason</U>.&nbsp;&nbsp;&nbsp;&nbsp;If during the Term the Executive&#146;s employment is terminated by the Company without Cause or the Executive resigns for Good Reason, the Executive shall receive the benefits described
in this Section&nbsp;10. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company may terminate the Executive&#146;s employment with the
Company at any time without Cause upon not less than 15&nbsp;days&#146; prior written notice to the Executive. In addition, the Executive may initiate a termination of employment by resigning under this Section&nbsp;10 for Good Reason. The Company
and the Executive shall take all steps necessary (including with regard to any post-termination services the Executive provides) to ensure that any termination of employment described in this Agreement constitutes a &#147;separation from
service&#148; within the meaning of section&nbsp;409A of the Code. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Unless the Executive complies
with the provisions of Section&nbsp;10(c) below, upon termination or resignation, as applicable, under Section&nbsp;10(a) above, the Executive shall be entitled to receive only any amounts earned, accrued and owing but not yet paid to Executive
under this Agreement and any benefits accrued and due in accordance with the terms of any applicable benefit plans and programs of the Company. In such event, no other payments or benefits shall be due under this Agreement to the Executive. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Notwithstanding the provisions of Section&nbsp;10(b), upon termination or resignation, as applicable,
under Section&nbsp;10(a) above, if the Executive executes and does not revoke a written release prior to the 45<SUP STYLE="font-size:85%; vertical-align:top">th</SUP>&nbsp;day following the Executive&#146;s date of termination, in a form acceptable
to the Company, but substantially in the form attached hereto as <U>Exhibit&nbsp;A</U> (subject to any necessary adjustment reasonably determined by the Company to be necessary to comply with applicable law at the time of the Executive&#146;s
termination or resignation) of any and all claims against the Company and all related parties with respect to all matters arising out of the Executive&#146;s employment by the Company, or the termination thereof (other than claims for any
</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">6 </P>


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entitlements under the terms of this Agreement, under any plans or programs of the Company under which the Executive has accrued and is due a benefit or any rights to indemnification from the
Company under any agreement with or arrangement of the Company) (the &#147;<B>Release</B>&#148;), the Executive shall be entitled to receive the following: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(1)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;An amount equal to 2.0&nbsp;times the Executive&#146;s Base Salary (at the rate in effect immediately
before the Executive&#146;s termination or resignation, as applicable), which shall be paid as follows: (i)&nbsp;the maximum amount that can be paid under the &#147;separation pay&#148; exception of section&nbsp;409A of the Code ($520,000 for 2014,
subject to adjustment as provided under applicable Treasury regulations) shall be payable in accordance with the Company&#146;s normal payroll practices in 12 equal monthly installments over the 12-month period following the Executive&#146;s
termination date (the &#147;<B>Severance Period</B>&#148;), with the first payment being made on the 60<SUP STYLE="font-size:85%; vertical-align:top">th</SUP>&nbsp;day following the Executive&#146;s termination date (such date, the &#147;<B>Payment
Date</B>&#148;), such first payment to include the installments for the first 60&nbsp;days after the termination date, and (ii)&nbsp;the remainder of the amount shall be paid in a lump sum payment between March&nbsp;1 and March&nbsp;15 of the
calendar year following the Executive&#146;s termination date. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(2)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;An amount equal to 2.0&nbsp;times
the Executive&#146;s Target Incentive Award under the STI/MTI Plan for the year in which the Executive&#146;s termination date occurs (or, if the Executive&#146;s Target Incentive Award for such year has not yet been established, based on the Target
Incentive Award for the immediately preceding fiscal year of the Company), which shall be paid in a lump sum payment between March&nbsp;1 and March&nbsp;15 of the calendar year following the Executive&#146;s termination date. Notwithstanding the
foregoing, solely for purposes of the severance and Target Incentive Award calculations under this subsection&nbsp;(2), subsection&nbsp;(3) below, and Sections&nbsp;12 and 13 below, the Target Incentive Award shall not be less than the Target
Incentive Award in effect for the 2014 calendar year (the &#147;<B>2014 Target Incentive Award</B>&#148;). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(3)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A prorated Target Incentive Award under the STI/MTI Plan for the year in which the Executive&#146;s
termination date occurs. The prorated Target Incentive Award will be an amount in cash equal to the Executive&#146;s Target Incentive Award under the STI/MTI Plan for the year in which the Executive&#146;s termination date occurs (or, if the
Executive&#146;s Target Incentive Award for such year has not yet been established, based on the Target Incentive Award for the immediately preceding fiscal year of the Company) (and which shall not be less than the 2014 Target Incentive Award)
multiplied by a fraction, the numerator of which is the number of days that the Executive was employed by the Company during the year of termination and the denominator of which is 365. The payment shall be made in a lump sum on the Payment Date (to
the extent not subject to any prior deferral election, and if the Executive has previously made a deferral election, such amount will be paid in accordance with the terms of the arrangement under which such deferral election was made). The payment
under this Section&nbsp;10(c)(3) shall not affect the Executive&#146;s right to any STI&nbsp;Bonus or MTI&nbsp;Bonus amounts that may be payable under the STI/MTI Plan in accordance with the terms of the STI/MTI Plan (it being understood that this
sentence shall not be construed to entitle the Executive to a duplication of payments for a particular year under this paragraph and under the STI/MTI Plan). In the event that the Company implements an STI/MTI Plan design intended to qualify for the
performance-based exception to Section&nbsp;162(m) of the Code, the parties agree to cooperate in good faith to amend the terms of this paragraph to provide that any prorated Target Incentive Award payable hereunder will be based on actual
performance results. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">7 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(4)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Medical coverage and reimbursement for medical premium
costs as described and at the times set forth in Section&nbsp;4(b) above. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(5)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any other amounts
earned, accrued and owing but not yet paid under Section&nbsp;2 above and any benefits accrued and due under any applicable benefit plans and programs of the Company. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For purposes of this Agreement, &#147;<B>Good Reason</B>&#148; shall be limited to the following
(unless the Executive and the Company shall execute a written agreement specifically stating that the occurrence of such event shall not constitute &#147;Good Reason&#148; under this Agreement): </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(1)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The scope of the Executive&#146;s duties and responsibilities as the Chief Executive Officer of the
Company are, in the aggregate, materially reduced. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(2)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any material change in the geographic location
at which the Executive must perform services under this Agreement, which, for purposes of this Agreement, means a requirement that the Executive&#146;s principal work location be relocated to a geographic area other than (i)&nbsp;the San Francisco,
CA metropolitan area or (ii)&nbsp;the area on the East Coast including and between Fairfield County, CT and the Washington D.C. metropolitan area, other than on travel reasonably required to carry out the Executive&#146;s obligations under this
Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(3)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A material breach by the Company of any of the terms of this Agreement, including
without limitation any failure of the Company to fulfill its obligations under Section&nbsp;26. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Notwithstanding the foregoing, no event described in this
subsection (d)&nbsp;shall constitute Good Reason unless (i)&nbsp;the Executive gives the Company written notice of his intention to terminate employment for Good Reason and the grounds for such termination within 90&nbsp;days after the event giving
rise to the Good Reason termination occurs, and (ii)&nbsp;such grounds for termination are not corrected by the Company within 30&nbsp;days after its receipt of such written notice. If the Company does not correct the grounds for termination during
the 30-day period following the Executive&#146;s notice of termination, the Executive&#146;s termination of employment for Good Reason must become effective within 30&nbsp;days after the end of the cure period. Notwithstanding the foregoing, in no
event will the Executive have Good Reason for termination if an event described in&nbsp;(1) occurs in connection with the Executive&#146;s inability to perform his duties on account of illness or short-term or long-term disability. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">11.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Voluntary Termination</U>.&nbsp;&nbsp;&nbsp;&nbsp;The Executive may voluntarily terminate his employment for any
reason upon 30&nbsp;days&#146; prior written notice. In such event, after the effective date of such termination, no payments shall be due under this Agreement, except that the Executive shall be entitled to any amounts earned, accrued and owing but
not yet paid to Executive under this Agreement and any benefits accrued and due under any applicable benefit plans and programs of the Company. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">8 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">12.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Disability</U>.&nbsp;&nbsp;&nbsp;&nbsp;If the Executive incurs a
Disability during the Term, the Executive&#146;s employment shall terminate on the date of Disability. If the Executive&#146;s employment terminates on account of his Disability, the Executive shall be entitled to receive (i)&nbsp;the Target
Incentive Award under the STI/MTI Plan for the year in which the Executive&#146;s termination on account of Disability occurs (or, if the Executive&#146;s Target Incentive Award for such year has not yet been established, the Target Incentive Award
for the immediately preceding fiscal year of the Company) (and which shall not be less than the 2014 Target Incentive Award), (ii)&nbsp;any amounts earned, accrued and owing but not yet paid to Executive under this Agreement, and (iii)&nbsp;any
benefits accrued and due under any applicable benefit plans and programs of the Company. The Target Incentive Award shall be paid in a lump sum on the Payment Date (to the extent not subject to any prior deferral election, and if the Executive has
previously made a deferral election, such amount will be paid in accordance with the terms of the arrangement under which such deferral election was made). For purposes of this Agreement, the term &#147;<B>Disability</B>&#148; means the Executive is
determined to have a medically determinable physical or mental disability that entitles the Executive to receive long-term disability benefits under the Company&#146;s long-term disability plan, provided that such disability meets the conditions of
Section&nbsp;409A(a)(2)(C) of the Code. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">13.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Death</U>.&nbsp;&nbsp;&nbsp;&nbsp;If the Executive dies while employed
by the Company, the Executive&#146;s employment shall terminate on the date of death and the Company shall pay to the Executive&#146;s executor, legal representative, administrator or designated beneficiary, as applicable, (i)&nbsp;the Target
Incentive Award under the STI/MTI Plan for the year in which the Executive&#146;s termination on account of death occurs (or, if the Executive&#146;s Target Incentive Award for such year has not yet been established, the Target Incentive Award for
the immediately preceding fiscal year of the Company) (and which shall not be less than the 2014 Target Incentive Award), (ii)&nbsp;any amounts earned, accrued and owing but not yet paid to Executive under this Agreement, and (iii)&nbsp;any benefits
accrued and due under any applicable benefit plans and programs of the Company. Otherwise, the Company shall have no further liability or obligation under this Agreement to the Executive&#146;s executors, legal representatives, administrators, heirs
or assigns or any other person claiming under or through the Executive. The Target Incentive Award shall be paid in a lump sum on the Payment Date (to the extent not subject to any prior deferral election, and if the Executive has previously made a
deferral election, such amount will be paid in accordance with the terms of the arrangement under which such deferral election was made). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">14.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Cause</U>.&nbsp;&nbsp;&nbsp;&nbsp;The Company may terminate the Executive&#146;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 any amounts earned, accrued and owing but not yet paid to Executive under this Agreement and any benefits accrued and due under any
applicable benefit plans and programs of the Company. For purposes of this Agreement, &#147;<B>Cause</B>&#148; shall mean any of the grounds for termination of the Executive&#146;s employment listed below which is not cured by the Executive 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 the Executive 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: </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Executive shall have been indicted for,
convicted of, or pleads 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); </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">9 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Executive&#146;s fraud, dishonesty, theft or
misappropriation of funds in connection with his duties hereunder; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A breach by the Executive of
Section&nbsp;16 of this Agreement, or a material violation of the Company&#146;s Code of Conduct or employment policies, as in effect from time to time; </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Gross negligence or willful misconduct in the performance of the Executive&#146;s duties. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">15.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Limitation on Payments</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If it is determined that any payment or distribution by the Company 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 &#147;<B>Payment</B>&#148;), would constitute an &#147;excess parachute payment&#148; 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 (as defined below), if the net after-tax amount that the Executive would receive after the reduction is equal to or
greater than the net after-tax amount that the Executive would receive without the reduction. The Payments shall be reduced as described in the preceding sentence only if (A)&nbsp;the net amount of the Payments, as so reduced (and after subtracting
the net amount of federal, state and local income and payroll taxes on the reduced Payments), is greater than or equal to (B)&nbsp;the net amount of the Payments without such reduction (but after subtracting the net amount of federal, state and
local income and payroll taxes on the Payments and the amount of Excise Tax (as defined below) to which the Executive would be subject with respect to the unreduced Payments). The &#147;<B>Reduced Amount</B>&#148; 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 under section 4999 of the Code, determined in accordance with
section&nbsp;280G(d)(4) of the Code. The Company shall reduce the Payments under this Agreement by first reducing any Payments that are payable in cash under Sections&nbsp;10(c)(1), 10(c)(2), 10(c)(3), and Section&nbsp;4(b) (in such order) and then
reducing any Payments that are not payable in cash under this Agreement. Only amounts or benefits payable under this Agreement shall be reduced pursuant to this subsection (a). In determining whether a Payment constitutes a &#147;parachute
payment&#148; within the meaning of section&nbsp;280G of the Code, the Accounting Firm shall make a reasonable determination of the value to be assigned to the restrictive covenants in effect for the Executive pursuant to Section&nbsp;16 of this
Agreement, and the amount of the Executive&#146;s potential parachute payments under section&nbsp;280G of the Code shall be reduced by the value of such restrictive covenants to the maximum extent permitted under section&nbsp;280G of the Code and
the regulations thereunder. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All determinations to be made under this Section&nbsp;15 shall be made
by the Company&#146;s independent public accountants immediately prior to the change of control under section&nbsp;280G or by another independent public accounting firm mutually selected by the Company and the Executive before the date of the change
of control (the &#147;<B>Accounting Firm</B>&#148;), which firm shall provide its determinations and any supporting calculations both to the Company and the Executive within 20&nbsp;days after the change of control. Any such determination by the
Accounting Firm shall be binding upon the Company and the Executive. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">10 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All of the fees and expenses of the Accounting Firm in
performing the determinations referred to in this Section&nbsp;15 shall be borne solely by the Company. The Company agrees to indemnify and hold harmless the Accounting Firm from any and all claims, damages and expenses resulting from or relating to
its determinations pursuant to this Section&nbsp;15, except for claims, damages or expenses resulting from the gross negligence or willful misconduct of the Accounting Firm. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">16.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Restrictive Covenants</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Non-Competition</U>.&nbsp;&nbsp;&nbsp;&nbsp;During the Executive&#146;s employment with the Company
and its affiliates, and during the period beginning on the date on which the Executive&#146;s employment with the Company and its affiliates terminates for any reason and ending on the later of (i)&nbsp;12 months after the employment termination
date or (ii)&nbsp;the end of the Consulting Period (as defined in Section&nbsp;21), if applicable (the &#147;<B>Restriction Period</B>&#148;), the Executive hereby agrees that he will not, without the Company&#146;s express written consent, engage
(directly or indirectly) in any employment or business activity whose primary business involves a business in which the Company is then materially and actively engaged (for purposes of clarity, as of the Effective Date, this would consist of
providing mortgage insurance, financial guaranty insurance, or mortgage outsourcing services (including loan review and/or due diligence services, surveillance services, REO/Short Sale services, and REO component services) within the United States,
and with respect to mortgage outsourcing services within the United States and Europe) (&#147;<B>Company Business</B>&#148;); provided, however, that this restriction shall not apply if the Company is no longer engaged in writing new business with
respect to such Company Business, unless (x)&nbsp;the Company has taken material steps to actively pursue opportunities for writing new business with respect to the Company Business and (y)&nbsp;the Board determines in reasonable good faith that it
expects the Company, during the Restriction Period, in fact to actively pursue such opportunities.&nbsp;The Board shall make such determination within 10 business days of notification by the Executive that he proposes to engage in activity that
would violate this Section&nbsp;16(a) but for the proviso in the preceding sentence, it being understood that the Executive shall be obligated to provide such notification.&nbsp;The Executive further agrees that, given the nature of the Company
Business, the geographic scope set forth in this Section&nbsp;16(a) is appropriate and reasonable. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Non-Solicitation of Customers</U>.&nbsp;&nbsp;&nbsp;&nbsp;During the Executive&#146;s employment
with the Company and its affiliates and the Restriction Period, the Executive covenants and agrees that the Executive shall not, either directly or indirectly through others: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;solicit, divert, appropriate or do business with, or attempt to solicit, divert, appropriate or do
business with, any customer for whom the Company or any of its affiliates provided goods or services within 12&nbsp;months prior to the later of the Executive&#146;s employment termination date or the end of the Consulting Period (the
&#147;<B>Termination Date</B>&#148;) or any actively sought prospective customer of the Company or any of its affiliates for the purpose of providing such customer or actively sought prospective customer with services or products competitive with
those offered by the Company or any of its affiliates during the Executive&#146;s employment or service with the Company or any of its affiliates, or </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">11 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;encourage any customer for whom the Company or any of its
affiliates provided goods or services within 12&nbsp;months prior to the Termination Date to reduce the level or amount of business such customer conducts with the Company or any of its affiliates. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Non-Solicitation and Non-Hire of Company Personnel</U>.&nbsp;&nbsp;&nbsp;&nbsp;During the
Executive&#146;s employment with the Company and its affiliates, the Consulting Period, and the 12-month period following the later of the Executive&#146;s employment termination date or the end of the Consulting Period, if applicable, the Executive
covenants and agrees that the Executive shall not, directly or indirectly through others, (i)&nbsp;hire or attempt to hire any employee of the Company or any of its affiliates, (ii)&nbsp;solicit or attempt to solicit any employee of the Company or
its affiliates to become an employee, consultant or independent contractor to, for or of any other person or business entity, or (iii)&nbsp;solicit or attempt to solicit any employee, or any consultant or independent contractor of the Company or any
of its affiliates to change or terminate his or her relationship with the Company or any of its affiliates, unless, in each case, more than three months shall have elapsed between the last day of such person&#146;s employment or service with the
Company or any of its affiliates 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 the
Executive, 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
the Executive, or by a headhunter employed by such entity, which does not involve the Executive, shall not be a violation of this subsection&nbsp;(c). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Confidential Information</U>.&nbsp;&nbsp;&nbsp;&nbsp;For purposes of this Agreement, the Executive
acknowledges and agrees that the terms &#147;<B>Confidential Information</B>&#148; and &#147;<B>Trade Secrets</B>&#148; shall mean information that the Company or any of its affiliates owns or possesses, that the Company or its affiliates have
developed at significant expense and effort, that they use or that is potentially useful in the business of the Company or its affiliates, that the Company or its affiliates treat as proprietary, private or confidential, and that is not generally
known to the public. The Executive further acknowledges that the Executive&#146;s relationship with the Company is one of confidence and trust such that the Executive has in the past been, and may in the future be, privy to Confidential Information
and Trade Secrets of the Company or any of its affiliates. The Executive covenants and agrees that during the Executive&#146;s employment by the Company and its affiliates, and at all times thereafter, the Executive shall keep all Confidential
Information and Trade Secrets strictly confidential and that the Executive shall safeguard the Confidential Information and Trade Secrets from exposure to, or appropriation by, unauthorized persons, and that the Executive shall not, without the
prior written consent of the Company, divulge, reveal, report, publish, transfer or use, for any purpose whatsoever, such Confidential Information and Trade Secrets. Notwithstanding the foregoing, this Section&nbsp;16(d) shall not apply
(i)&nbsp;when disclosure is 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 the Executive to disclose or make
accessible any information, (ii)&nbsp;when disclosure is </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">12 </P>


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required with respect to any litigation, arbitration or mediation involving this Agreement, including, but not limited to, the enforcement of this Agreement, or (iii)&nbsp;as to Confidential
Information or Trade Secrets that become generally known to the public other than due to the Executive&#146;s violation of this Section&nbsp;16(d). If the Executive is required to provide or disclose information in accordance with
subsection&nbsp;(i) or (ii) of this Section&nbsp;16(d), the Executive shall, within three days of receiving notice of such requirement, notify the Company of such requirement and the terms of and circumstances surrounding such requirement.
Furthermore, the Executive shall cooperate with the Company in any attempts it may make in seeking a protective order or injunction with respect to the Confidential Information and/or Trade Secrets that are subject to the required disclosure. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Agreement with Respect to Restrictions</U>.&nbsp;&nbsp;&nbsp;&nbsp;The Executive acknowledges and
agrees that the business of the Company and its affiliates 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&nbsp;16 are reasonable and necessary to protect the legitimate business interests of the Company and its affiliates. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Non-Disparagement</U>.&nbsp;&nbsp;&nbsp;&nbsp;The Executive covenants and agrees that during the
Executive&#146;s employment by the Company or its affiliates and at all times thereafter, the Executive will not willfully or knowingly, in any way, disparage the Company or any of its affiliates, principals, shareholders, officers, directors,
employees or agents in any way relating to the Company or any of its affiliates, including, but not limited to, its name, business reputation or business practices. The Company agrees that it will not, and will direct its executives and directors
not to, willfully or knowingly disparage the Executive in any way. Notwithstanding the foregoing, nothing in this Section&nbsp;16(f) shall prevent any person from (a)&nbsp;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)&nbsp;making any truthful statement to the extent (i)&nbsp;necessary with respect to any litigation, arbitration or mediation involving
this Agreement, including, but not limited to, the enforcement of this Agreement, or (ii)&nbsp;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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Invention Assignment</U>.&nbsp;&nbsp;&nbsp;&nbsp;The Executive agrees that all inventions,
innovations, improvements, developments, methods, designs, analyses, reports, and all similar or related information which relates to the Company&#146;s actual or anticipated business, research and development or existing or future products or
services and which are conceived, developed or made by the Executive while employed by the Company (&#147;<B>Work Product</B>&#148;) belong to the Company. The Executive will promptly disclose such Work Product to the Board and perform all actions
reasonably requested by the Board (whether during or after the Term) to establish and confirm such ownership (including, without limitation, assignments, consents, powers of attorneys and other instruments). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(h)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Return of Company Property</U>.&nbsp;&nbsp;&nbsp;&nbsp;Upon termination of the Executive&#146;s
employment with the Company for any reason whatsoever, voluntarily or involuntarily, and at any earlier time the Company requests, the Executive will deliver to the person designated by the Company all originals and copies of all documents and
property of the Company in the Executive&#146;s possession, under the Executive&#146;s control or to which the Executive may have access. The Executive will not reproduce or appropriate for the Executive&#146;s own use, or for the use of others, any
property, Confidential Information, Trade Secrets, or Company inventions. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">13 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">17.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Legal and Equitable Remedies</U>.&nbsp;&nbsp;&nbsp;&nbsp;Because the
Executive&#146;s services are personal and unique and the Executive has had and will continue to have access to and has become and will continue to become acquainted with Confidential Information and Trade Secrets, the parties to this Agreement
acknowledge and agree that any breach by the Executive of any of the covenants or agreements contained in Section&nbsp;16 will result in irreparable injury to the Company or any of its affiliates, as the case may be, for which money damages could
not adequately compensate such entity. Therefore, the Company or any of its affiliates 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 Section&nbsp;16 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 or any of its affiliates may have for a breach, or threatened breach, of the restrictive
covenants set forth in Section&nbsp;16. The Executive agrees that in any action in which the Company or any of its affiliates seeks injunction, specific performance or other equitable relief, the Executive will not assert or contend that any of the
provisions of Section&nbsp;16 are unreasonable or otherwise unenforceable. The Executive irrevocably and unconditionally (a)&nbsp;agrees that any legal proceeding arising out of this paragraph may be brought 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, (b)&nbsp;consents to the non-exclusive jurisdiction of such
court in any such proceeding, and (c)&nbsp;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. If any portion of the covenants or agreements contained in Section&nbsp;16, or the application hereof, 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 Section&nbsp;16 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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">18.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Survival</U>.&nbsp;&nbsp;&nbsp;&nbsp;The provisions of Sections&nbsp;4(b), 9, 10, 15, 16, 17 and&nbsp;20 shall
survive the termination of this Agreement, provided that Sections&nbsp;10, 15 and 20 shall survive to the extent the obligations thereunder or events giving rise to the obligations thereunder arise during the Term. For purposes of clarity, rights
upon a termination of employment as set forth in Section&nbsp;4(b) of this Agreement shall survive and continue to apply and be available to the Executive for the duration of his employment with the Company notwithstanding the earlier expiration of
the Term of this Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">19.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>No Mitigation or Set Off</U>.&nbsp;&nbsp;&nbsp;&nbsp;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&#146;s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">14 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
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. The Company agrees to pay, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any contest by the Company, the Executive or others of the validity or enforceability of,
or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive 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&nbsp;7872(f)(2)(A) of the Code; provided that the Executive prevails on at least one material issue contested by the Company or other third party, as applicable. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">20.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Consulting Agreement</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If the Executive continues in employment through the end of the Term (December&nbsp;31, 2017), and the
Executive&#146;s employment is terminated by the Executive or by the Company (other than a termination by the Company for Cause) at or after the end of the Term, and the Executive executes and does not revoke a Release, the Company and the Executive
shall enter into a consulting agreement (the &#147;<B>Consulting Agreement</B>&#148;), pursuant to which the Executive shall be retained as a consultant for the 12-month period immediately following the Executive&#146;s termination date (the
&#147;<B>Initial Consulting Period</B>&#148;) to provide consulting services with respect to the transition of management and other matters as determined by the Company (the &#147;<B>Services</B>&#148;). Under the Consulting Agreement, the Executive
shall be available to provide Services for up to 30&nbsp;hours per month at mutually agreeable times. It is expected that the Executive will not be required to render Services each month at a level that exceeds 20% of the average level of the
services rendered by the Executive during the 36-month period prior to the Executive&#146;s employment termination date. As compensation for the Services rendered during the Initial Consulting Period, the Company shall pay the Executive a monthly
consulting fee equal to his monthly Base Salary at the rate in effect on the last day of the Term. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;After the end of the Initial Consulting Period, the Company may, at its sole discretion, offer to
extend the term of the Consulting Agreement for one or more periods that, in the aggregate, do not exceed two additional years (it being understood that the Executive may decide in his discretion whether or not to accept such offer of extension). In
the event of such extension, as compensation for the Services rendered during such extended period, the Company shall pay the Executive a monthly consulting fee equal to 50% of his monthly Base Salary at the rate in effect on the last day of the
Term. The period during which the Consulting Agreement is in effect is referred to as the &#147;<B>Consulting Period</B>.&#148; </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;During the Consulting Period, the Executive shall perform the Services in San Francisco, CA or at
another location designated by the Executive and reasonably acceptable to the Company. The Company shall reimburse the Executive for his reasonable travel expenses incurred by the Executive in the performance of such Services, if the Executive is
required by the Company to provide the Services at a location other than San Francisco, CA or the agreed upon location (or if the Executive is required to travel outside of San Francisco or such agreed upon location, as applicable, in connection
with the performance of such services). </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">15 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">21.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Clawback</U>.&nbsp;&nbsp;&nbsp;&nbsp;Executive agrees that any
incentive compensation provided by the Company shall be subject to any applicable clawback or recoupment policies and policy regarding securities trading that may be implemented by the Board from time to time. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">22.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Notices</U>.&nbsp;&nbsp;&nbsp;&nbsp;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): </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman">If to the Company, to: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; font-size:10pt; font-family:Times New Roman">Radian Group Inc. </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; font-size:10pt; font-family:Times New Roman">1601 Market
Street </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; font-size:10pt; font-family:Times New Roman">Philadelphia, PA 19103 </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; font-size:10pt; font-family:Times New Roman">Attention: Chairman </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman">With a
required copy to: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; font-size:10pt; font-family:Times New Roman">Radian Group Inc. </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; font-size:10pt; font-family:Times New Roman">1601 Market Street </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; font-size:10pt; font-family:Times New Roman">Philadelphia,
PA 19103 </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; font-size:10pt; font-family:Times New Roman">Attention: Corporate Secretary </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman">With an additional required copy to: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; font-size:10pt; font-family:Times New Roman">Morgan, Lewis&nbsp;&amp; Bockius LLP </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; font-size:10pt; font-family:Times New Roman">1701 Market Street </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; font-size:10pt; font-family:Times New Roman">Philadelphia,
PA 19103-2921 </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; font-size:10pt; font-family:Times New Roman">Attention: Mims Maynard Zabriskie </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman">If to the Executive, to the most recent address on file with the Company. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman">With a required copy to: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; font-size:10pt; font-family:Times New Roman">Wachtell, Lipton, Rosen&nbsp;&amp; Katz </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; font-size:10pt; font-family:Times New Roman">51 West 52<SUP STYLE="font-size:85%; vertical-align:top">nd</SUP> Street </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; font-size:10pt; font-family:Times New Roman">New York, NY 10019 </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; font-size:10pt; font-family:Times New Roman">Attention:
Jeannemarie O&#146;Brien </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">23.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Withholding</U>.&nbsp;&nbsp;&nbsp;&nbsp;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. The Executive 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 Agreement. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">16 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">24.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Non-Exclusivity of Rights; Other Severance
Plans</U>.&nbsp;&nbsp;&nbsp;&nbsp;Nothing in this Agreement shall prevent or limit the Executive&#146;s continuing or future participation in or rights under any benefit, bonus, incentive or other plan or program provided by the Company or any of
its affiliates and for which the Executive may qualify; provided, however, that the Executive hereby waives the Executive&#146;s right to receive any payments under any severance pay plan or program applicable to other employees of the Company or
its affiliates, and agrees to accept the payments provided in Section&nbsp;10 hereof, in lieu of any other severance pay plan or program. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">25.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Remedies Cumulative; No Waiver</U>.&nbsp;&nbsp;&nbsp;&nbsp;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. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">26.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Assignment</U>.&nbsp;&nbsp;&nbsp;&nbsp;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 Sections&nbsp;16
and 17, will continue to apply in favor of the successor. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">27.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Entire Agreement</U>.&nbsp;&nbsp;&nbsp;&nbsp;This
Agreement sets forth the entire agreement of the parties hereto and supersedes the Existing Agreement and any and all prior agreements and understandings concerning the Executive&#146;s employment by the Company. This Agreement may be changed only
by a written document signed by the Executive and the Company. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">28.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Severability</U>.&nbsp;&nbsp;&nbsp;&nbsp;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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">29.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Governing Law</U>.&nbsp;&nbsp;&nbsp;&nbsp;This Agreement shall be governed by, and construed and enforced in
accordance with, the substantive and procedural laws of the Commonwealth of Pennsylvania without regard to rules governing conflicts of law. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">17 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">30.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Counterparts</U>.&nbsp;&nbsp;&nbsp;&nbsp;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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">31.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section&nbsp;409A</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Agreement is intended to comply with the requirements of section&nbsp;409A of the Code or an
exemption and shall in all respects be administered in accordance with section&nbsp;409A. Severance payments shall be made under the section&nbsp;409A &#147;separation pay&#148; exception, to the maximum extent possible, and then under the section
409A &#147;short-term deferral&#148; exception or another applicable exception. Notwithstanding anything in the Agreement to the contrary, distributions upon termination of employment may only be made upon a &#147;separation from service&#148; as
determined under section&nbsp;409A. Each payment under this Agreement shall be treated as a separate payment for purposes of section&nbsp;409A. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be
made under this Agreement. In no event shall the timing of the Participant&#146;s execution of the Release, directly or indirectly, result in the Participant designating the calendar year of payment. All reimbursements and in-kind benefits provided
under this Agreement shall be made or provided in accordance with the requirements of section&nbsp;409A of the Code. In the event the parties determine that the terms of this Agreement do not comply with section&nbsp;409A, they will negotiate
reasonably and in good faith to amend the terms of this Agreement such that it complies (in a manner that attempts to minimize the economic impact of such amendment on the Executive and the Company) within the time period permitted by the applicable
Treasury Regulations. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Notwithstanding anything in the Agreement to the contrary, if required by
section&nbsp;409A of the Code, any amount that is considered deferred compensation under this Agreement and that is required to be postponed pursuant to section&nbsp;409A, which shall include certain of the payments under Section&nbsp;4(b)(3) (other
than upon the Executive&#146;s death), shall be postponed for a period of six months after separation from service, as required by section&nbsp;409A. The accumulated postponed amount shall be paid with interest at the applicable federal rate as
provided under section&nbsp;7872(f)(2)(A) of the Code 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 the postponed amount, the amounts
withheld on account of section&nbsp;409A shall be paid to the personal representative of the Executive&#146;s estate within 60&nbsp;days after the date of his death. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of November&nbsp;12, 2014. </P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV ALIGN="right">
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<TD VALIGN="top" COLSPAN="3"> <P STYLE="text-indent:2.00em; font-size:10pt; font-family:Times New Roman">RADIAN GROUP INC.</P></TD></TR>
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<TD HEIGHT="16"></TD>
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<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">/s/ Herbert Wender</TD></TR>
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<TD VALIGN="top"></TD>
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<TD VALIGN="bottom">Chairman</TD></TR>
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<TD HEIGHT="32"></TD>
<TD HEIGHT="32" COLSPAN="2"></TD></TR>
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<TD VALIGN="bottom">EXECUTIVE</TD></TR>
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<TD VALIGN="top"></TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">/s/ S.A. Ibrahim</TD></TR>
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<TD VALIGN="bottom">S.A. Ibrahim</TD></TR>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><U>EXHIBIT A </U></B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><U>GENERAL RELEASE </U></B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">1.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;I, S.A.&nbsp;Ibrahim, for and in consideration of certain payments to be made and the benefits to be
provided to me under the Employment Agreement, dated as of <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>, 2014 (the &#147;<B>Agreement</B>&#148;) with Radian Group Inc. (the
&#147;<B>Company</B>&#148;) on the date this General Release becomes irrevocable, and conditioned upon such payments and provisions, and subject to the provisions of Paragraphs&nbsp;2, 3, and 4, do hereby REMISE, RELEASE, AND FOREVER DISCHARGE the
Company and each of its past or present subsidiaries and affiliates, its and 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, or of its past or present subsidiaries or affiliates, and the past or present trustees, administrators, agents, or employees of the pension and employee benefit plans (hereinafter collectively included within
the term the &#147;<B>Company</B>&#148;), 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 I ever
had, now have, or hereafter may have, or which my heirs, executors or administrators hereafter may have, by reason of any matter, cause or thing whatsoever from the beginning of my employment with the Company to the date of these presents and
particularly, but without limitation of the foregoing general terms, any claims arising from or relating in any way to my employment relationship and the termination of my employment relationship with the Company, including but not limited to:
(1)&nbsp;any and all claims for monetary damages which have been asserted, could have been asserted, or could be asserted now or in the future under the Age Discrimination in Employment Act of 1967 (&#147;ADEA&#148;), as amended, the Older Workers
Benefit Protection Act of 1990 (&#147;OWBPA&#148;), Title&nbsp;VII of the Civil Rights Act of 1964, as amended, and the Americans with Disabilities Act of 1990, as amended; (2)&nbsp;any and all claims under any federal, state or local laws,
including any claims under the Pennsylvania Human Relations Act, 43&nbsp;PA. C.S.A. &#167;&#167;&nbsp;951 et seq., as amended, the Rehabilitation Act of 1973, 29&nbsp;USC &#167;&#167;&nbsp;701 et seq., as amended, the WARN Act, the Family and
Medical Leave Act, and the Executive Retirement Income Security Act of 1974, 29&nbsp;USC &#167;&#167;&nbsp;301 et seq., as amended; (3)&nbsp;any and all other claims under any local statutes under which I can waive my rights; (4)&nbsp;any and all
claims pursuant to any contracts between the Company and me; (5)&nbsp;any common law claims now or hereafter recognized; and (6)&nbsp;all claims for counsel fees and costs. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">2.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The General Release shall not apply to (i)&nbsp;any entitlements under the terms of the Agreement or
under any other plans or programs of the Company in which I participated and under which I have accrued and become entitled to a benefit, other than under any Company separation or severance plan or programs; (ii)&nbsp;rights to indemnification I
may have under the bylaws of the Company, applicable law, any other agreement between the Company and me or as an insured under any directors&#146; and officers&#146; liability insurance policy now or previously in force; and (iii)&nbsp;any right I
may have to obtain contribution in the event of the entry of judgment against me as a result of any act or failure to act for which both I and the Company or any of its officers, directors or employees are jointly responsible. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The foregoing shall in no event apply to any claims that,
as a matter of applicable law, are not waivable. The Company and I agree that nothing in this General Release prevents or prohibits me from: (i)&nbsp;making any disclosure of relevant and necessary information or documents in connection with any
charge, action, investigation, or proceeding relating to this General Release or the Agreement, or as required by law or legal process; (ii)&nbsp;participating, cooperating, or testifying in any charge, action, investigation, or proceeding with, or
providing information to, any self-regulatory organization, governmental agency or legislative body, and/or pursuant to the Sarbanes-Oxley Act, (iii)&nbsp;filing, testifying, participating in or otherwise assisting in a proceeding relating to an
alleged violation of any federal, state or municipal law relating to fraud, or any rule or regulation of the Securities and Exchange Commission or any self-regulatory organization or (iv)&nbsp;challenging the knowing and voluntary nature of the
release of ADEA claims pursuant to the OWBPA. To the extent permitted by law, upon receipt of any subpoena, court order or other legal process compelling the disclosure of any such information or documents, I 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. To the fullest extent provided by law, I agree and acknowledge, however, that I am waiving any right to recover monetary damages in
connection with any such charge, action, investigation or proceeding. To the extent I receive any monetary relief in connection with any such charge, action, investigation or proceeding, the Company will be entitled to an offset for the benefits
made pursuant to this General Release, to the fullest extent provided by law. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">4.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company and I
further agree that the Equal Employment Opportunity Commission (&#147;<B>EEOC</B>&#148;) and comparable state or local agencies have the authority to carry out their statutory duties by investigating charges, issuing determinations, and filing
lawsuits in Federal or state court in their own name, or taking any action authorized by the EEOC or comparable state or local agencies. I retain the right to participate in any such action and to seek any appropriate non-monetary relief. I retain
the right to communicate with the EEOC and comparable state or local agencies and such communication can be initiated by me or in response to the government and such right is not limited by any non-disparagement claims. The Company and I agree that
communication with employees plays a critical role in the EEOC&#146;s enforcement process because employees inform the agency of employer practices that might violate the law. For this reason, the right to communicate with the EEOC is a right that
is protected by federal law and neither the General Release nor the Agreement prohibit or interfere with those rights. Notwithstanding the foregoing, I agree to waive any right to recover monetary damages in any charge, complaint or lawsuit filed by
me or by anyone else on my behalf. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">5.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Subject to the limitations of Paragraphs&nbsp;2, 3, and&nbsp;4,
I expressly waive all rights afforded by any statute which expressly limits the effect of a release with respect to unknown claims. I understand the significance of this release of unknown claims and the waiver of statutory protection against a
release of unknown claims. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">6.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;I hereby agree and recognize that my employment by the Company was
permanently and irrevocably severed on <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>, 20<U>&nbsp;&nbsp;&nbsp;&nbsp;</U> and the Company has no obligation, contractual or otherwise to me to
hire, rehire or reemploy me in the future. I acknowledge that the terms of the Agreement provide me with payments and benefits which are in addition to any amounts to which I otherwise would have been entitled. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">7.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;I hereby agree and acknowledge that the payments and
benefits provided by the Company are to bring about an amicable resolution of my employment arrangements and are not to be construed as an admission of any violation of any federal, state or local statute or regulation, or of any duty owed by the
Company and that the Agreement was, and this Release is, executed voluntarily to provide an amicable resolution of my employment relationship with the Company. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">8.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;I hereby certify that I have read the terms of this Release, that I have been advised by the Company to
discuss it with my attorney, that I have received the advice of counsel and that I understand its terms and effects. I acknowledge, further, that I am executing this Release of my own volition with a full understanding of its terms and effects and
with the intention of releasing all claims recited herein in exchange for the consideration described in the Agreement, which I acknowledge is adequate and satisfactory to me. None of the above named parties, nor their agents, representatives, or
attorneys have made any representations to me concerning the terms or effects of this Release other than those contained herein. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">9.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;I hereby acknowledge that I have been informed that I have the right to consider this Release for a
period of 21&nbsp;days prior to execution. I also understand that I have the right to revoke this Release for a period of seven days following execution by giving written notice to the Company at 1601&nbsp;Market Street, Philadelphia, PA 19103,
Attention:&nbsp;Chairman. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">10.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;I hereby further acknowledge that, subject to the limitations of
Paragraphs&nbsp;2, 3, and&nbsp;4, the terms of Sections&nbsp;16 and 17 of the Agreement shall continue to apply for the balance of the time periods provided therein and that I will abide by and fully perform such obligations. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Intending to be legally bound hereby, I execute the foregoing Release this <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>&nbsp;day of
<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>, 20<U>&nbsp;&nbsp;&nbsp;&nbsp;</U>. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD VALIGN="bottom" NOWRAP><FONT STYLE="font-size:10pt">Witness</FONT></TD>
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