0001193125-09-054473 Sample Contracts

AMENDMENT NO. 3
Amendment Agreement • March 16th, 2009 • Pmi Group Inc • Surety insurance • New York

AMENDMENT AGREEMENT NO. 3, dated as of March 16, 2009 (this “Agreement”) to the Revolving Credit Agreement, dated as of October 24, 2006, as amended as of March 16, 2008 and as of April 24, 2008 (as so amended, the “Credit Agreement”), among The PMI Group, Inc., a Delaware corporation (the “Borrower”), the lenders referred to therein (the “Lenders”) and Bank of America, N.A., as Administrative Agent (in such capacity, together with any successor in such capacity, the “Administrative Agent”).

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THE PMI GROUP, INC. NON-EMPLOYEE DIRECTOR PHANTOM STOCK PLAN (Effective January 15, 2009)
Award Agreement • March 16th, 2009 • Pmi Group Inc • Surety insurance • California
AMENDMENT TO 2008 CHANGE OF CONTROL EMPLOYMENT AGREEMENT
Change of Control • March 16th, 2009 • Pmi Group Inc • Surety insurance

This Amendment dated as of the day of (“Amendment”) revises that certain Change of Control Employment Agreement dated as of the day of , 2008 executed by and between The PMI Group, Inc., (the “Company”) and (the “Executive”).

THE PMI GROUP, INC. STOCK UNIT AGREEMENT
Stock Unit Agreement • March 16th, 2009 • Pmi Group Inc • Surety insurance • California

The PMI Group, Inc. (the “Company”) hereby grants you, (the “Director”), the number of Stock Units under the Company’s Amended and Restated Equity Incentive Plan (the “Plan”) indicated below. Subject to the provisions of Appendix A and of the Plan, the principal features of this award are as follows:

THE PMI GROUP, INC. PHANTOM STOCK AGREEMENT
Phantom Stock Agreement • March 16th, 2009 • Pmi Group Inc • Surety insurance • California

The PMI Group, Inc. (the “Company”) hereby grants you, (the “Director”), the number of shares of Phantom Stock under the Company’s Non-employee Director Phantom Stock Plan (the “Plan”) indicated below. Subject to the provisions of Appendix A and of the Plan, the principal features of this award are as follows:

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