EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
EXCHANGE AND REGISTRATION RIGHTS AGREEMENT, dated as of February 4, 1997, among The
PMI Group, Inc., a Delaware corporation (the "Company"), PMI Capital I, a Delaware statutory business trust
(the "Trust"), and Goldman, Sachs & Co. as the initial purchaser (the "Initial Purchaser") of the 8.309% Capital
Securities, Series A of the Trust, which are guaranteed by the Company.
1. Certain Definitions.
For purposes of this Registration Rights Agreement, the following terms shall have the following respective
(a) "Administrative Trustees" shall mean the Administrative Trustees appointed pursuant to the Trust Agreement.
(b) "Capital Securities" shall mean the 8.309% Capital Securities, Series A, Liquidation Amount $1,000 per
Capital Security, to be issued under the Trust Agreement and sold to the Initial Purchaser, and securities issued in
exchange therefor, other than Debentures, or in lieu thereof pursuant to the Trust Agreement.
(c) "Closing Date" shall mean the date on which the Capital Securities are initially issued.
(d) "Commission" shall mean the Securities and Exchange Commission, or any other Federal agency at the time
administering the Exchange Act or the Securities Act, whichever is the relevant statute for the particular purpose.
(e) "Debentures" shall mean the 8.309% Junior Subordinated Deferrable Interest Debentures, Series A due
February 1, 2027 of the Company to be issued under the Indenture, and securities issued in exchange therefor or
in lieu thereof pursuant to the Indenture.
(f) "Effective Time", in the case of (i) an Exchange Offer, shall mean the time and date as of which the
Commission declares the Exchange Offer Registration Statement effective or as of which the Exchange Offer
Registration Statement otherwise becomes effective, and (ii) a Shelf Registration, shall mean the time and date as
of which the Commission declares the Shelf Registration effective or as of which the Shelf Registration othe