OFFICERS CERTIFICATE OF DESIGNATION OF TERMS OF SECURITIES

Exhibit 4.2

OFFICERS’ CERTIFICATE OF

DESIGNATION OF TERMS OF SECURITIES

Each of the undersigned officers (each an “Officer” and collectively the “Officers”) of Radian Group Inc., a Delaware corporation (the “Company”), hereby certifies pursuant to Sections 2.02 and 2.05 of the Senior Indenture dated as of June 7, 2005 (the “Indenture”), by and between the Company and Wells Fargo Bank, NA, as trustee (the “Trustee”), relating to the Company’s 5.375% Senior Notes due 2015(the “Notes”), that:

1. Pursuant to the authority granted to them by the Company’s Board of Directors on November 9, 2004, the Officers do hereby approve the issuance and sale by the Company of $250,000,000 in aggregate principal amount of securities, which are hereby approved and established as a series of securities (the “Notes”) under Section 2.02(b) of the Indenture, titled “5.375% Senior Notes due 2015” and having the specific terms set forth on Attachment A hereto, “Terms of the Securities.”

2. Each Officer has read all of the provisions of the Indenture relating to the conditions precedent to, or covenants applicable to, the issuance of securities under the Indenture, and the definitions in the Indenture relating thereto, and the authentication by the Trustee of the Global Note therefore.

3. Each Officer has examined the Indenture and such other related documents as such Officer deemed necessary or appropriate to enable him to give this Officers’ Certificate.

4. In each Officer’s opinion, such Officer has made such examination or investigation as is necessary to enable such Officer to express an informed opinion as to whether all conditions precedent provided for in the Indenture relating to the issuance of the Notes and the authentication by the Trustee of the Global Note therefore (including any covenant compliance with which constitutes a condition precedent) have been complied with.

5. In each Officer’s opinion, all such conditions precedent to the issuance of the Notes under the Indenture have been complied with.

All capitalized terms in this Officers’ Certificate not otherwise defined in this Officers’ Certificate (including Attachment A hereto) have the meanings assigned to them in the Indenture.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned have hereunto signed their names as of this 7^th day of June 2005.

I, Tami Bohm, the duly elected and incumbent Assistant Secretary of the Company, do hereby certify on behalf of the Company that: (i) C. Robert Quint is the duly elected, qualified and acting Executive Vice President and Chief Financial Officer of the Company, (ii) Terry Latimer is the duly elected, qualified and acting Vice President and Treasurer of the Company, and (iii) the signatures of C. Robert Quint and Terry Latimer set forth above are their genuine signatures.

IN WITNESS WHEREOF, the undersigned has hereunto signed her name as of this 7^th day of June 2005.

Attachment A

Terms of the Securities

RADIAN GROUP INC.

Exhibit A-1

(Face of Note)

5.375% Senior Note due 2015

THIS GLOBAL SECURITY IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS SECURITY) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND, UNLESS AND UNTIL IT IS EXCHANGED FOR SECURITIES IN DEFINITIVE FORM IN ACCORDANCE WITH THE INDENTURE, (I) IS NOT TRANSFERABLE EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY, OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR SUCCESSOR NOMINEE, AND (II) MAY NOT BE EXCHANGED OR CANCELLED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

RADIAN GROUP INC.

promises to pay to Cede & Co., or registered assigns, the principal sum of TWO HUNDRED FIFTY MILLION DOLLARS ($250,000,000) on June 15, 2015.

Interest Payment Dates: December 15 and June 15, commencing December 15, 2005. Record Dates: December 1 and June 1.

This is one of the

Notes referred to in the

within-mentioned Indenture:

(Back of Note)

5.375% Senior Note due 2015

Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

1. INTEREST. Radian Group Inc., a Delaware corporation (the “Company”), “), promises to pay interest on the principal amount of this Note at 5.375% per annum from the date specified below until maturity or its earlier redemption. The Company shall pay interest semi-annually on December 15 and June 15 of each year (each an “Interest Payment Date”) of each year, or if any such day is not a Business Day, on the next succeeding Business Day. Interest on the Notes shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided that if there is no existing Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided, further, that the first Interest Payment Date shall be December 15, 2005. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawful. Interest shall be computed on the basis of a 360-day year of twelve 30-day months.

2. METHOD OF PAYMENT. The Company shall pay interest on the Notes (except defaulted interest) to the Persons who are registered Holders of Notes at the close of business on the December 1 or June 1 next preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.14 of the Indenture with respect to defaulted interest and Section 2.03 of the Indenture with respect to Notes called for redemption. The Notes shall be payable as to principal and interest at the office or agency of the Paying Agent maintained for such purpose within or without Minneapolis, Minnesota, provided that payment by wire transfer of immediately available funds shall be required with respect to principal of and interest on all Global Notes and all other Notes the Holders of which shall have provided wire transfer instructions to the Company or the Paying Agent. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

3. PAYING AGENT AND REGISTRAR. Wells Fargo Bank, National Association, the Trustee under the Indenture, shall act as initial Paying Agent and Registrar. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company may act in any such capacity.

4. INDENTURE. The Company issued the Notes under an Indenture dated as of June 7, 2005 (the “Indenture”) between the Company and the Trustee. The terms of the Notes include those stated in the Indenture and in an Officers’ Certificate of Designation of Terms of Securities signed by the Executive Vice President and Chief Financial Officer and Vice President and

Treasurer of the Company, pursuant to the authority granted to such officers by the Company’s Board of Directors, as set forth in an Officers’ Certificate provided to the Trustee on June 7, 2005 in accordance with Section 2.02 of the Indenture, and those terms made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb) (the “TIA”). The Notes are subject to all such terms, and Holders are referred to the Indenture, the Officers’ Certificate and the TIA for a statement of such terms. The Notes are general obligations of the Company. “Notes” means this Note and all other Notes of the series of which this Note is a part. The Notes are “Securities” within the meaning of the Indenture, and references in the Indenture to “Securities” (including terms such as “Global Securities”) include the Notes (and any “Global Notes” as used herein).

5. OPTIONAL REDEMPTION. The Notes may be redeemed, in whole or in part, at the option of the Company at any time or from time to time, at a redemption price equal to the greater of (1) 100% of the aggregate principal amount of the Notes to be redeemed or (2) the sum of the present value of the remaining scheduled payments of principal of and interest on the Notes (not including any portion of such payments of interest accrued to the redemption date) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate (defined below) plus 25 basis points, as calculated by an Independent Investment Banker. In each case, the redemption price is payable together with accrued and unpaid interest on the Notes to be redeemed on the redemption date.

“Adjusted Treasury Rate” means, with respect to any redemption date:

The Adjusted Treasury Rate shall be calculated on the second business day preceding the redemption date.

“Comparable Treasury Issue” means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term

of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Notes to be redeemed, or “Remaining Life”.

“Comparable Treasury Price” means (1) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if the Independent Investment Banker obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

“Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the Company.

“Reference Treasury Dealer” means:

“Reference Treasury Dealer Quotation” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker at 3:30 p.m., New York City time, on the third business day preceding such redemption date.

6. MANDATORY REDEMPTION. The Company shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes.

7. NOTICE OF REDEMPTION. Notice of Redemption shall be mailed at least 30 days but not more than 60 days before the redemption date to each Holder whose Notes are to be redeemed at its registered address. Notes in denominations larger than $1,000 may be redeemed in part but only in whole multiples of $1,000, unless all of the Notes held by a Holder are to be redeemed. If less than all of the Notes are to be redeemed, the Trustee shall select which Notes are to be redeemed on a pro rata basis by lot or by such other method as the Trustee deems fair and appropriate, the Notes to be redeemed in whole or in part. On and after the redemption date interest ceases to accrue on Notes or portions thereof called for redemption.

8. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form without coupons in all appropriate denominations. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may

require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Company need not transfer or exchange any Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, it need not transfer or exchange any Note for a period of 15 days before a selection of Notes to be redeemed.

9. PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated as its owner for all purposes.

10. AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of a majority in principal amount of the then outstanding Notes and other series of Securities affected (treating the Notes and such other series as a single class), and any existing default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes and other series of Securities affected (treating the Notes and such other series as a single class). Without the consent of any Holder of a Note, the Indenture or the Notes may be amended or supplemented to cure any ambiguity, error, defect or inconsistency, to provide for uncertificated Notes in addition to or in place of certificated Notes, to provide for the assumption of the Company’s obligations to Holders of the Notes in case of a merger or consolidation, to make any change that does not adversely affect in any material respect the interests of the Holder, or to comply with the requirements of the SEC or to effect or maintain the qualification of the Indenture under the TIA and as otherwise permitted in the Indenture.

11. DEFAULTS AND REMEDIES. Each of the following constitutes an Event of Default: (a) the Company defaults in the payment when due of interest on, or with respect to, any Note and such default continues for a period of 30 days; (b) the Company defaults in the payment when due of principal of or premium, if any, on, or sinking fund payment, if any, with respect to, any Note when the same becomes due and payable at maturity, upon redemption or otherwise; (c) the Company fails to observe or perform any other covenant, representation, warranty or other agreement in this Indenture, with respect to any Note for 60 days after notice to comply; (d) certain events of bankruptcy or insolvency with respect to the Company; and (e) a default on (i) the payment of any scheduled principal of the Company’s Indebtedness or any Indebtedness of any of the Company’s Designated Subsidiaries (other than the Notes and non-recourse debt) having an aggregate principal amount outstanding of at least $50 million, when due and payable after giving effect to any applicable grace period; or (ii) a default in the performance of any other term or provision of any of the Company’s Indebtedness or any Indebtedness of any of the Company’s Designated Subsidiaries (other than the Notes and non-recourse debt) having an aggregate principal amount outstanding of at least $50 million; where, in the case of either (i) or (ii), such default results in such Indebtedness becoming or being declared due and payable before the date on which it would otherwise become due and payable, and such acceleration shall not have been rescinded or annulled, or such Indebtedness shall not have been discharged, within a period of 15 days after there has been given to the Company by the Trustee or to the Company and the Trustee by the holders of at least 25% in aggregate principal amount of the Notes then outstanding, a written notice specifying such default or defaults.

“Indebtedness” means, with respect to any Person: (a) the principal of, and any premium and interest on, indebtedness of the Person for money borrowed and indebtedness evidenced by notes, debentures, bonds or other similar instruments for the payment of which that Person is responsible or liable; (b) all capitalized lease obligations of that Person; (c) all obligations of that Person issued or assumed as the deferred purchase price of property, all conditional sale obligations and all obligations under any title retention agreement (but excluding trade accounts payable arising in the ordinary course of business and deferred purchase price due and payable within 90 days); (d) all obligations of that Person for the reimbursement of any obligor on any letter of credit, banker’s acceptance or similar credit transaction, other than obligations with respect to letters of credit securing obligations entered into in the ordinary course of business; (e) all obligations of that Person under interest swap agreements, interest rate cap agreements and interest collar agreements and other agreements or arrangements designated to protect that Person against fluctuations in interest rates; (f) all obligations of the type referred to above of other persons and all dividends of other persons for which that Person is responsible or liable as obligor, guarantor or otherwise, except Indebtedness shall not include (i) endorsements for collection or deposit in the ordinary course of business or (ii) financial guaranties made by an insurance company (including a financial guaranty company) as an incident to the conduct of its insurance business and in the ordinary course of such business; (g) all obligations of the type referred to above of other persons secured by any lien on any property or asset of that Person; and (h) any amendments, modifications, refundings, renewals or extensions of any indebtedness or obligation described above.

Notwithstanding the foregoing, for the purposes of clause (e) under Events of Default in paragraph 11 above, (i) Indebtedness of a Person will not include any Conduit Indebtedness or any Insured Indebtedness of that Person or any guaranty of that type of Indebtedness by such Person in the ordinary course of its business, and (ii) in connection with the purchase by a Person of any business, the term Indebtedness shall exclude post-closing payment adjustments to which the seller may become entitled to the extent such payment is determined by a final closing so long as at the time of closing, the amount of any such payment is not determinable and, to the extent such payment thereafter becomes fixed and determined, the amount is paid when due. “Conduit Indebtedness” means, with respect to a Person, Indebtedness of a special purpose entity or Subsidiary of such Person that is consolidated on such Person’s financial statements in accordance with GAAP so long as (i) the proceeds of such debt are used by such special purpose entity or Subsidiary to make loans to, or to purchase assets from, another Person that is not an affiliate of such Person, in the ordinary course of business and (ii) such Indebtedness and/or any payment with respect to accounts receivable and other assets underlying such Indebtedness are guaranteed by the former Person or one or more of its Subsidiaries, in the ordinary course of business. “Insured Indebtedness” means, with respect to a Person, any Indebtedness of such Person or its Subsidiaries that is guaranteed by such Person or another Subsidiary of such Person that is an insurance company (including a financial guaranty company) so long as the proceeds of such Indebtedness are used to purchase securities, instruments, notes or other obligations issued or owed by a Person that is not an affiliate of such Person, in the ordinary course of business.

If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes and other series of Securities affected (treating the Notes and such other series as a single class) may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, all outstanding Notes will become due and payable without further action or notice. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes and other series of Securities affected (treating the Notes and such other series as a single class) may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of principal, interest or premium, if any, on the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture.

12. TRUSTEE DEALINGS WITH THE COMPANY. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the Trustee.

13. NO RECOURSE AGAINST OTHERS. No director, officer, employee, incorporator or stockholder of the Company will have any liability for any obligations of the Company under the Notes or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Notes.

14. AUTHENTICATION. This Note shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

15. ABBREVIATIONS. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

16. CUSIP NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

The Company shall furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to:

Radian Group Inc.

1601 Market Street

Philadelphia, PA 19103

Facsimile No.: (215) 963-9658

Attention: Chief Financial Officer

ASSIGNMENT FORM

To assign this Note, fill in the form below: (I) or (we) assign and transfer this Note to

__________________________________________________________________________________________________________________________

(Insert assignee’s soc. sec. or tax I.D. no.)

__________________________________________________________________________________________________________________________

__________________________________________________________________________________________________________________________

__________________________________________________________________________________________________________________________

__________________________________________________________________________________________________________________________

(Print or type assignee’s name, address and zip code)

and irrevocably appoint ____________________________________________________________________________________             

to transfer this Note on the books of the Company. The agent may substitute another to act for him or her.

__________________________________________________________________________________________________________________________

Date:                     

Signature Guarantee.

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made: