8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):   November 17, 2010

THE PMI GROUP, INC.

(Exact name of registrant as specified in its charter)

  Delaware (State or other jurisdiction of incorporation)   1-13664 (Commission File Number)   94-3199675 (I.R.S. Employer Identification No.)

PMI Plaza, 3003 Oak Road

Walnut Creek, California  94597

(Address of principal executive offices, including zip code)

(925) 658-7878

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

(d)          Election of Directors.   On November 17, 2010, the Board of Directors (the “Board”) of The PMI Group, Inc. (the “Corporation”) expanded the size of the Board by two members, for a total of eleven directors.  On the same date, the Board appointed Timothy R. Eller and Charles R. Rinehart to the Board of Directors.  The Board appointed Mr. Eller as a member of the Compensation Committee of the Board, and appointed Mr. Rinehart as a member of the Board’s Audit Committee.

Biographical Information.   

Mr. Eller is a principal of Cordalla Capital, LLC, which directs investments in real estate and related businesses.  He also serves as Vice Chairman of the Board of Directors of PulteGroup, Inc.  From April 2004 until August 2009, Mr. Eller served as chairman and chief executive officer of Centex Corporation, prior to its acquisition by PulteGroup, Inc.

Mr. Rinehart is the retired chairman and chief executive officer of H.F. Ahmanson, the holding company of Home Savings of America, that was sold to Washington Mutual Bank in 1998.  He currently serves as Chairman of the Board of Verifone Systems, Inc. and is a director of MBIA, Inc.

 Compensation.  Messrs. Eller and Rinehart are eligible to participate in the PMI non-employee directors’ compensation program, summarized in Exhibit 99.2  (“Summary”) filed with this Current Report on Form 8-K.  Effective November 17, 2010, the Board adopted amendments  (“Amendments”) to the Corporation’s Equity Incentive Plan and the Non-Employee Director Phantom Stock Plan, to provide initial automatic grants of stock units and phantom stock upon a director’s election or appointment to the Board. These Amendments are filed with this Current Report on Form 8-K as Exhibits 99.3 and 99.4, respectively.  Pursuant to the Amendments,  Messrs. Eller and Rinehart each recei ved   10,927.15 directors stock units and 22,185.43 shares of phantom stock upon appointment to the Board.  The terms and conditions of the stock units and phantom stock are described in the Summary.

Item 9.01                       Financial Statements and Exhibits.

(d)  Exhibits:

The following are filed as exhibits to this Current Report on Form 8-K:

Exhibit No.	Description
99.1	The PMI Group, Inc. Board of Directors Summary of  Compensation Arrangements Applicable to Non-Employee Directors  Effective November 17, 2010
99.2	Amendment No.  2, effective November 17, 2010, to The PMI Group, Inc. Amended and Restated Equity Incentive Plan  (Amended May 21, 2010)
99.3	Amendment No.  1, effective November 17, 2010, to The PMI Group, Inc. Non-Employee Director Phantom Stock Plan  (Effective January 15, 2009

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 THE PMI GROUP, INC.

Dated:  November 19, 2010                                                                By:         /s/ Andrew D. Cameron

 Andrew D. Cameron

 Executive Vice President and General Counsel

EX-99.1

EXHIBIT 99.1

The PMI Group, Inc. Board of Directors

Summary of Compensation Arrangements Applicable to Non-Employee Directors

Effective November 17, 2010

Directors who are employees of The PMI Group, Inc. (“PMI”) or its subsidiaries do not receive additional compensation for their services as directors.

Annual Cash Retainers

Annual cash retainer fees for non-employee directors are set forth in the following table. Annual retainer fees are paid in quarterly installments.

Board Members	$60,000
Chair of the Audit Committee	$15,000
Each Chair of the Compensation, and Governance and Nominating Committees	$10,000
Presiding Director	$15,000
Members of the Audit Committee	$15,000
Members of the Compensation, and Governance and Nominating Committees	$10,000

Board Meeting Fees

Non-employee Directors receive a $1,500 cash meeting fee for each meeting of the Board of Directors attended after the first five meetings of each calendar year.

Equity–Based Compensation

Upon election or appointment to the Board of Directors, non-employee directors automatically receive stock unit grants pursuant to the PMI Amended and Restated Equity Incentive Plan (“Equity Plan”). The number of stock units subject to the initial award is equal to $33,000 divided by the closing market price per share of PMI common stock on the grant date.  Such newly elected or appointed directors also receive that number of shares of phantom stock pursuant to the Non-Employee Director Phantom Stock Plan (“Phantom Plan”) that is equal to $67,000, divided by the closing market price of a share of PMI common stock on the grant date.

Non-employee directors also receive quarterly, non-discretionary stock unit grants pursuant to the Equity Plan. The quarterly grants consist of that number of stock units which, when multiplied by the closing market price per share of our common stock on the date of the award, equals $6,000, subject to a limit of 4,000 stock units per director per quarter.  Pursuant to the terms of the Equity Plan, the grants are made the first business day on or after the fifteenth of each of January, April, July and October. The stock units, which accrue dividends expressed in units when dividends are paid on PMI common stock, vest upon the earlier of cessation of Board service due to retirement, death, disability, resignation or non-reelection to the Board, or the fifth anniversary of the award date. Upon vesting, the units are paid in sha res of common stock, on the basis of one share for each stock unit. In addition, a non-employee director may elect to defer the payout of his or her stock units in accordance with the Equity Plan.

 Pursuant to the Phantom Plan, non-employee directors receive quarterly grants of phantom stock with a market value of $12,750 per grant plus the dollar value of any shortfall below $6,000 in the initial value of quarterly stock units granted on that date.  The phantom stock is subject to vesting at the earlier of five years from grant or upon cessation of Board service.  The grant dates are the same as those for the directors’ stock units.   Shares of phantom stock are considered to have the same market value as shares of our common stock.  The phantom stock, which accrues dividend equivalents when dividends are paid on PMI common stock, is settled in cash.

Other Arrangements

Under PMI’s 2005 Directors’ Deferred Compensation Plan (which also refers to its predecessor plan), each non-employee director may defer receipt of his or her cash retainer fees. The minimum permitted deferral is $5,000. All amounts deferred are deemed to be invested in phantom shares of our common stock. On any date, the value of each share of phantom stock will equal the fair market value of a share of our common stock, including reinvestment of any dividends. At the time a director makes a deferral election, he or she must also elect the time and method for payment of the deferred amounts. Phantom shares of our common stock are paid in cash.

All directors have entered into indemnification agreements with the Company pursuant to which the Company is obligated to provide defense and indemnification, including advancement of expenses, in the event that certain claims are asserted against the covered individuals. The Company also provides directors’ and officers’ liability insurance for its directors and officers. Directors are also reimbursed for reasonable expenses relating to their attendance at Board and committee meetings and continuing director education.

EX-99.2

EXHIBIT 99.2

AMENDMENT NO.  2

Effective November 17, 2010

 TO

THE PMI GROUP, INC.

AMENDED AND RESTATED EQUITY INCENTIVE PLAN

(Amended May 21, 2010)

THE PMI GROUP, INC., having adopted The PMI Group, Inc. Amended and Restated Equity Incentive Plan (the “Plan”) as of May 27, 2004, and having amended and restated the Plan as of November 16, 2005, and again as of September 19, 2007, again as of May 21, 2009, again as of May 21, 2010, hereby amends the restated Plan, effective as of November 17, 2010, by amending and restating Section 8.1 in its entirety as follows:

“8.1               Grant of Stock Units.

8.1.1.           Each person who first becomes a Non-employee Director on or after November 17, 2010, automatically shall be granted an Award of Stock Units (the “Initial Award”) on the date that such person first becomes a Non-employee Director, whether through election by the stockholders of the Company or appointment by the Board to fill a vacancy; provided, however, that a Director who is an Employee (an “Inside Director”) who ceases to be an Inside Director, but who remains a Director, will not receive an Initial Award.  The number of Stock Units subject to the Initial Award shall be equal to the result of (a) $33,000, divided by (b) the Fair Market Value of a Share on the Initia l Award’s Grant Date.  The initial value of each Stock Unit subject to the Initial Award will be equal to the Fair Market Value of a Share on the Initial Award’s Grant Date.

8.1.2.           Effective November 17, 2010, on the first business day on or after January 15, April 15, July 15 and October 15 of each year, each individual then serving as a Non-employee Director automatically shall be granted an Award of Stock Units (the &# 8220;Quarterly Award”).  The number of Stock Units subject to each Quarterly Award shall be equal to the result of (a) $6,000, divided by (b) the Fair Market Value of a Share on the Quarterly Award’s Grant Date, rounded down to the nearest whole Stock Unit, but in no event shall any Non-employee Director receive more than 4,000 Stock Units subject to a Quarterly Award in any calendar quarter.”  The initial value of each Stock Unit subject to the Quarterly Award will be equal to the Fair Market Value of a Share on the Quarterly Award’s Grant Date.”

IN WITNESS WHEREOF, The PMI Group, Inc., by its duly authorized officer, has executed this Amendment No. 2 to the restated Plan on the date indicated below.

THE PMI GROUP, INC.

By:           /s/ Charles Broom

Name:  Charles Broom

Title:           Senior Vice President

Date:    November 18, 2010

EX-99.2

EXHIBIT 99.3

AMENDMENT NO.  1

Effective November 17, 2010

 TO

THE PMI GROUP, INC.

NON-EMPLOYEE DIRECTOR PHANTOM STOCK PLAN

(Effective January 15, 2009)

THE PMI GROUP, INC., having adopted The PMI Group, Inc. Non-Employee Director Phantom Stock Plan (the “Plan”) as of January 15, 2009, hereby amends the Plan, effective as of November 17, 2010, by amending and restating Section 5.1 in its entirety as follows:

“5.1               Grant of Phantom Stock.

5.1.1.           Each person who first becomes a Non-employee Director on or after November 17, 2010, automatically shall be granted an Award of Phantom Stock (the “Initial Award”) on the date that such person first becomes a Non-employee Director, whether through election by the stockholders of the Company or appointment by the Board to fill a vacancy; provided, however, that a Director who is an Employee (an “Inside Director”) who ceases to be an Inside Director, but who remains a Director, will not receive an Initial Award.  The number of shares of Phantom Stock subject to the Initial Award shall be equal to the result of (a) $67,000, divided by (b) the Fair Market Value of a Share on the Initial Award’s Grant Date.

5.1.2.           Effective November 17, 2010, on the first business day on or after January 15, April 15, July 15, and October 15 of each year, each individual then serving as a Non--employee Director automatically shall be granted an Award of Phantom Stock (the “Quarterly Award”).  The number of shares of Phantom Stock subject to each Quarterly Award shall be equal to the sum of: (a) the quotient determined as (i) $12,750, divided by (ii) t he Fair Market Value of a Share on the Quarterly Award’s Grant Date, plus (b) the number of “Stock Units” (as defined in the Equity Plan) in excess of 4,000 Stock Units that, but for the 4,000 Stock Units limit set forth in Section 8.1.2. of the Equity Plan, were not permitted to be granted to the Non-employee Director pursuant to Section 8.1.2. of the Equity Plan on the Quarterly Award’s grant date.  For purposes of the foregoing sentence, any fractional number of Stock Units shall be rounded down to the nearest whole number.”

IN WITNESS WHEREOF, The PMI Group, Inc., by its duly authorized officer, has executed this Amendment No. 1 to the Plan on the date indicated below.

THE PMI GROUP, INC.

By:           /s/ Charles Broom

Name:  Charles Broom

Title:           Senior Vice President

Date:    November 18, 2010