EXHIBIT 10.12
Radian Group Inc. Savings Incentive Plan
Amended and Restated Effective January 1, 1997
Amendment No. 1
WHEREAS, the Radian Group Inc. (the "Company") maintains the Radian Group
Inc. Savings Incentive Plan (the "Plan") amended and restated in its entirety
effective January 1, 1997 for the benefit of its eligible employees and the
eligible employees of the Participating Companies; and
WHEREAS, the Company, pursuant to the provisions of Section 11.1 of the
Plan, has the ability to amend the Plan by action of its Board of Directors; and
WHEREAS, the Board of Directors previously directed, by Resolution taken on
August 6, 2002, that the Plan be amended to include such mandatory changes which
are required under the Economic Growth and Tax Relief Reconciliation Act of 2001
("EGTRRA") as good, faith compliance with the requirements of EGTRRA that are
effective for Plan Years beginning after December 31, 2001 and to make certain
other changes to the Plan; and
WHEREAS, the Company finds that it has become necessary and desirable to
revise the Plan to reflect the changes to the terms of the Plan approved by the
Board of Directors on August 6, 2002, and to reflect certain provisions required
under IRS Rev. Rul. 2001-62, Rev. Rul. 2002-27 and Rev. Proc. 2002-29.
NOW THEREFORE, the Plan is hereby amended in the following respects,
effective as of January 1, 2002, unless otherwise indicated:
1. Section 1.13(d) is amended to read as follows:
(d) For each Plan Year or Limitation Year, as the case may be,
Compensation for all purposes under the Plan shall not exceed
$200,000, adjusted for cost-of-living increases in accordance with
Section 401(a)(17)(B) of the Code.
2. Effective January 1, 1998, a new Section 1.13(e) is added to the Plan to
read as follows:
(e) For purposes of any definition of Compensation under this Plan
that includes a reference to amounts under Code Section 125, amounts
under Code Section 125 include any amounts not available to a
Participant in cash in lieu of group health coverage because the
Participant is unable to certify that he or she has other health
coverage. An amount will be treated as an amount under Code Section
125 only if the Company does not request or collect information
regarding the Participant's other health coverage as part of the
enrollment process for the health plan.
3. Effective January 1, 2003, Section 3.1 (a) is amended to read as follows:
(a) When a Participant files an election to have pre-tax Salary
Reduction Contributions made on his behalf, he shall elect the
percentage by which his Compensation shall be reduced on account of
such pre-tax Salary Reduction Contributions. Subject to Sections 3.7
and 3.8, this percentage may be made in any whole increment from 1% to
25% of such Compensation.
4. A new Section 3.1(d) is added to the Plan to read as follows:
(d) Catch-up Contributions. Effective October 1, 2002, each
Participant who is eligible to make Salary Reduction Contributions and
who has attained age 50 before the close of a Plan Year shall be
eligible to make Catch-up Contributions in accordance with, and
subject to the limitations of, Section 414(v) of the Code. Such
Catch-up Contributions shall not be taken into account for purposes of
the provisions of the Plan implementing the required limitations of
Sections 402(g) and 415 of the Code. The Plan shall not be treated as
failing to satisfy the provisions of the Plan implementing the
requirements of Sections 401(k)(3), 410(b), or 416 of the Code, as
applicable, by reason of the making of such Catch-up Contributions.
5. Effective January 1, 2003, the second sentence of Section 3.5(a) is amended
to read as follows:
Such Matching Contribution shall be equal to the greater of (1) 25% of
the Participant's Salary Reduction Contributions up to 6% of his
Compensation (1.50% of Compensation), or (2) the amount determined by
the Board of Directors, in its discretion, to make as a Matching
Contribution as of the last day of the Plan Year.
6. A new Section 3.7(k) is added to the Plan to read as follows:
(k) The multiple use test described in Treasury Regulation Section
1.401(m)-2 and the Plan shall not apply for Plan Years beginning after
December 31, 2001.
7. Section 3.8(a) is amended to read as follows:
(a) Notwithstanding anything in this Article to the contrary, in no
event shall the sum of:
(1) any Matching Contributions, Salary Reduction Contributions,
Catch-Up Contributions and other employer contributions;
(2) any forfeitures, and
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(3) any employee contributions allocated for any Limitation Year
to any Participant (prior to any distribution of such
amounts pursuant to Section 3.1. or Section 3.7) under this
and any other defined contribution plan maintained by the
Participating Company or any 50% Affiliated Company, exceed
the lesser of (a) $40,000, as adjusted for increases in the
cost-of-living under Section 415(d) of the Code, or (b) 100
percent of the Participant's Compensation, as defined in
Section 3.8(e), for such Plan Year. The Compensation limit
referred to in (b) shall not apply to any contribution for
medical benefits after separation from service (within the
meaning of Section 401(h) or Section 419A(f)(2) of the Code)
which is otherwise treated as an annual addition.
8. Section 3.9(a) is amended to read as follows:
(a) A Participant or an Eligible Employee (including an Employee who
is not eligible to participate in this Plan because he has not
satisfied the eligibility requirements of Section 2.1) may transfer,
or have transferred directly to the Fund from any an individual
retirement account described in Section 408(a) of the Code; an
individual retirement annuity described in Section 408(b) of the Code;
an annuity plan described in Section 403(a) of the Code; an annuity
contract described in Section 403(b) of the Code; an eligible
retirement plan under Section 457(b) of the Code; or a qualified trust
described in Section 401(a) of the Code of a former employer, all or a
portion of his interest in the distributing plan, except that:
(1) the interest being transferred shall not include assets from
any plan to the extent that the Plan Administrator
determines that such interest would impose upon this Plan
requirements as to form of distribution that would not
otherwise apply hereunder; and
(2) the interest being transferred shall not contain
nondeductible contributions made to the distributing plan by
the Participant or Eligible Employee unless the transfer to
the Fund is directly from the funding agent of the
distributing plan.
9. A new Section 3.9(e) is added to the Plan to read as follows:
(e) Any amounts contributed to the Plan pursuant to this Section 3.9
shall be excluded from the value of a Participant's Account for the
purpose of determining whether such value is $5,000 or less pursuant
to Sections 6.6(a), 6.11(a) and 6.11(b) of the Plan.
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10. Section 6.12(a) is amended to read as follows:
(a) Notwithstanding any provisions of the Plan to the contrary, a
Participant, Spouse or former spouse who is the alternate payee under
a qualified domestic relations order, as defined in Section 414(p) of
the Code, may elect pursuant to the procedures established by the Plan
Administrator not less than 30 days prior to the date of the
distribution to have all or a portion, if applicable, of an "eligible
rollover distribution" within the meaning of Code Section 402(c)(4),
paid directly to an individual retirement account described in Section
408(a) of the Code; an individual retirement annuity described in
Section 408(b) of the Code; an annuity plan described in Section
403(a) of the Code; an annuity contract described in Section 403(b) of
the Code; an eligible retirement plan under Section 457(b) of the
Code; or a qualified trust described in Section 401(a) of the Code
that accepts such "eligible rollover distribution."
11. Effective January 1, 2003, Section 7.2(d)(3) is amended to read as follows:
(3) the Participant is not permitted to make Salary Reduction
Contributions or elective contributions and employee contribution
deferrals (other than mandatory contributions under a defined benefit
plan) under any plan maintained by the Participating Company or any
Affiliated Company for a period of six months commencing on the date
of his receipt of the withdrawal; and
12. Section 12.2(c) is amended to read as follows:
(c) "Key Employee" means any Employee or former Employee (including
any deceased employee) who at any time during the Plan Year that
includes the Determination Date was an officer of a Participating
Company having annual compensation greater than $130,000 (as adjusted
under Section 416(i)(1) of the Code for Plan Years beginning after
December 31, 2002), a 5-percent owner of a Participating Company, or a
1-percent owner of a Participating Company having annual compensation
of more than $150.000. For this purpose, annual compensation means
compensation within the meaning of Section 415(c)(3) of the Code. The
determination of who is a Key Employee will be made in accordance with
Section 416(i)(1) of the Code and the applicable regulations and other
guidance of general applicability issued thereunder.
13. Section 12.2(d) is amended by deleting clauses (C) from Sections
12.2(d)(1), 12.2(d)(2) and 12.2(d)(3), and by the addition of the following
new Section 12.2(d)(4) to read as follows:
(4) present value of accrued benefits and the amounts of account
balances of an Employee as of the Determination Date shall be
increased by the distributions made with respect to the Employee
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under the Plan and any plan aggregated with the plan under Section
416(g)(2) of the Code during the 1-year period ending on the
Determination Date. The preceding sentence shall also apply to
distributions under a terminated plan which, had it not been
terminated, would have been aggregated with the Plan under Section
416(g)(2)(A)(i) of the Code. In the case of a distribution made for a
reason other than separation from service, death, or disability, this
provision shall be applied by substituting "5-year period" for "1-year
period." The accrued benefits and accounts of any individual who has
riot performed services for any Participating Company during the 1year
period ending on the Determination Date shall not be taken into
account.
14. Effective January 1, 2003, the Plan is amended by the adoption of the Model
Amendment under Rev. Proc. 2002-29, Minimum Distribution Requirements, to
read as follows:
ARTICLE XIV
Model Amendment under Revenue Procedure 2002-29
Minimum Distribution Requirements
14.1 General Rules.
(a) Effective Date. The provisions of this Article will apply for
purposes of determining required minimum distributions for calendar
years beginning with the 2003 calendar year.
(b) Precedence. The requirements of this Article will take precedence
over any inconsistent provisions of the Plan.
(c) Requirements of Treasury Regulations Incorporated. All
distributions required under this Article will be determined and made
in accordance with the Treasury regulations under Code Section
401(a)(9).
14.2 Time and Manner of Distribution.
(a) Required Beginning Date. The Participant's entire interest will be
distributed to the Participant no later than the Participant's
Required Beginning Date.
(b) Death of Participant Before Distributions Begin. If the
Participant dies before distributions begin, the Participant's entire
interest will be distributed no later than as follows:
(1) If the Participant's Surviving Spouse is the Participant's
sole Designated Beneficiary, then, distribution to the
Surviving Spouse will be made by December 31 of the calendar
year immediately following the calendar year in which the
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Participant died, or by December 31 of the calendar year in
which the Participant would have attained age 70-1/2, if
later.
(2) If the Participant's Surviving Spouse is not the
Participant's sole Designated Beneficiary, then distribution
to the Designated Beneficiary will be made by December 31 of
the calendar year immediately following the calendar year in
which the Participant died.
(3) If there is no Designated Beneficiary as of September 30 of
the year following the year of the Participant's death, the
Participant's entire interest will be distributed by
December 31 of the calendar year containing the fifth
anniversary of the Participant's death.
(4) If the Participant's Surviving Spouse dies after the
Participant but before distributions to the Surviving Spouse
begin, this Section 14.2(b), other than Section 14.2(b)(1),
will apply as if the Surviving Spouse were the Participant.
For purposes of this Section 14.2(b), distributions are considered to
be made on the Participant's Required Beginning Date.
(c) Form of Distribution. The Participant's interest shall be
distributed in a single sum on or before the Required Beginning Date.
14.3 Definitions.
(a) Designated Beneficiary. The individual or individuals designated
as the Beneficiary under Section 1.8 of the Plan and the designated
Beneficiary under Code Section 401(a)(9) and section 1.401(a)(9)-1,
Q&A-4, of the Treasury regulations.
(b) Required Beginning Date. The date specified in Section 1.36 of the
Plan,
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15. Effective January 1, 2003, Appendix A shall be revised as follows:
SCHEDULE A
PARTICIPATING COMPANIES
Radian Group Inc.
RadianExpress.com Inc.
Radian Guaranty Inc.
Radian Insurance Inc.
Radian Services L.L.C.
Radian Reinsurance Inc.
Singer Asset Finance Co.
IN WITNESS WHEREOF, Radian Group Inc. has caused this Amendment No. 1 to
be executed by its duly authorized party on this 12/30 day of December, 2002.
Radian Group Inc.
By: /s/ Howard S. Yaruss
----------------------------
Its: Executive President
Secretary and General Counsel
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