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): December 22, 2004

The PMI Group, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	1-13664	94-3199675
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
PMI Plaza, 3003 Oak Road, Walnut Creek, California		94597
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 925-658-7878

Not Applicable
______________________________________________
Former name or former address, if changed since last report

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 1.01. Entry into a Material Definitive Agreement.

On December 22, 2004, the Compensation Committee of the Board of Directors (the "Committee") of The PMI Group, Inc. adopted Amendment No. 1 (the "Amendment") to The PMI Group, Inc. Officer Deferred Compensation Plan (the "Plan") in order to address certain requirements under new Section 409A of the Internal Revenue Code as enacted by the American Jobs Creation Act of 2004. The Amendment freezes the Plan effective December 31, 2004. The Amendment is filed herewith as Exhibit 10.21a.

Item 9.01. Financial Statements and Exhibits.

The following material is furnished as an exhibit to this Current Report on Form 8-K:

Exhibit and Description:
10.21a - Amendment No. 1 to The PMI Group, Inc. Officer Deferred Compensation Plan.

SIGNATURES

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.
December 22, 2004	By:	/s/ Victor J. Bacigalupi
		Name: Victor J. Bacigalupi
		Title: Senior Executive Vice President, General Counsel and Secretary

Exhibit Index

Exhibit No.	Description
10.21a	Amendment No. 1 to The PMI Group, Inc. Officer Deferred Compensation Plan

EX-10.21A

AMENDMENT NO. 1 TO

THE PMI GROUP, INC.

OFFICER DEFERRED COMPENSATION PLAN

THE PMI GROUP, INC., having adopted The PMI Group, Inc. Officer Deferred Compensation Plan (the “Plan”) effective as of July 1, 1997, hereby amends the Plan, effective as of December 31, 2004, as follows:

1. Section 9.1 is hereby amended by striking the last sentence of the paragraph in its entirety.

2. Section 9.4 is hereby added to the Plan to read as follows:

“9.4 Effective December 31, 2004, the Plan will be frozen. After that date, no new Participants will be admitted into the Plan, Compensation Deferrals will be discontinued, and no new Company Contributions will be made. Each Participant’s Account will continue to be maintained until it is scheduled to be paid to him or her in accordance with the provisions of the Plan, unless the Plan is terminated at an earlier time pursuant to this Section 9.

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

	THE PMI GROUP, INC. By /s/ Victor J. Bacigalupi
Dated: December 22, 2004	Title: Senior Executive Vice President, General Counsel and Secretary