0001193125-10-099559 Sample Contracts

The PMI Group, Inc. Common Stock, $0.01 par value Underwriting Agreement
Underwriting Agreement • April 29th, 2010 • Pmi Group Inc • Surety insurance • New York

The PMI Group, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 77,765,000 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 11,664,750 additional shares (the “Optional Shares”) of Common Stock, $0.01 par value (“Stock”), of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).

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The PMI Group, Inc. Underwriting Agreement
Underwriting Agreement • April 29th, 2010 • Pmi Group Inc • Surety insurance • New York

The PMI Group, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of $261,000,000 principal amount of the 4.50% Convertible Senior Notes due 2020 (the “Firm Securities”), convertible into shares of common stock of the Company, par value $0.01 per share (“Stock”), and, at the election of the Underwriters, up to an aggregate of $39,000,000 additional principal amount of 4.50% Convertible Senior Notes due 2020 (the “Optional Securities”) (the Firm Securities and the Optional Securities that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Securities”).

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