THE PMI GROUP, INC.
Performance Share Agreement
The PMI Group, Inc. (the “Company”) hereby grants you, (the “Employee”), an award of Performance
Shares under the Company’s Amended and Restated Equity Incentive Plan (the “Plan”). The date of this Agreement is
. Subject to the provisions of Appendix A (attached) and of the Plan, the principal features of this award are as
Your signature below indicates your agreement and understanding that this award is subject to all of the terms and conditions
contained in Appendix A and the Plan. For example, important additional information on vesting and forfeiture of the
Performance Shares is contained in Paragraphs 3 through 5 of Appendix A. PLEASE BE SURE TO READ ALL OF APPENDIX
A, WHICH CONTAINS THE SPECIFIC TERMS AND CONDITIONS OF THIS AGREEMENT.
TERMS AND CONDITIONS OF PERFORMANCE SHARES
1. Grant . The Company hereby grants to the Employee under the Plan for past services and as a separate incentive in
connection with his or her employment and not in lieu of any salary or other compensation for his or her services, an award of
Performance Shares, subject to all of the terms and conditions in this Agreement and the Plan.
2. Company’s Obligation to Pay . Each Performance Share has a value equal to the Fair Market Value of a Share on the date
of this Agreement. Unless and until the Performance Shares will have vested in the manner set forth in paragraphs 3 and 4, the
Employee will have no right to payment of any such Performance Shares. Prior to actual payment of any vested Performance
Shares, such Performance Shares will represent an unsecured obligation of the Company, payable (if at all) only from the general
assets of the Company.
3. Vesting Schedule . Subject to paragraph 4, the Performance Shares awarded by this Agreement will vest