Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Compensatory Arrangements of Certain Officers. On November 19, 2008, the Compensation Committee ("Committee") of the Board of Directors of The PMI Group, Inc. ("PMI") adopted amendments ("Amendments") to PMI's 2005 Officer Deferred Compensation Plan ("2005 ODCP"), Additional Benefit Plan ("ABP") and Supplemental Employee Retirement Plan ("SERP"). These plans are considered to provide non-qualified deferred compensation for purposes of Section 409A of the Internal Revenue Code ("Section 409A"). The 2005 ODCP permits officers of PMI the opportunity to defer compensation over and above the limits of the PMI Savings and Profit-Sharing Plan, and earn returns based elected investment measures. The ABP is coordinated with PMI's Retirement Plan to provide credit for service with PMI's predecessor parent corporation. The SERP is also coordinated with the Retirement Plan, and provides retirement benefits to employees taking into account their compensation over and above the compensation limits applicable to the Retirement Plan. The purpose of the Amendments is to comply with the requirements of Section 409A. In addition, clarifying changes were made to the 2005 ODCP, including the treatment of distributions upon a separation from service. The provisions of the SERP were also amended to clarify the definition of "Compensation." On the same date, the Committee approved changes to comply with Section 409A to PMI's two forms of change of control employment agreement ("COC Agreement"), the first of which had been entered into between PMI and its executive officers prior to 2008, and the second form of which had been entered into between PMI and its executive officers first appointed beginning in 2008. The Amendments and the revised forms of COC Agreement are filed herewith.

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