EXHIBIT 10.19b
Amendment No. 3
to
The PMI Group, Inc. Retirement
Plan
(September 1, 2007
Restatement)
THE PMI GROUP, INC. (the
“Company”), having established The PMI Group, Inc.
Retirement Plan (the “Plan”) effective as of
April 1, 1995, having amended and restated the Plan in its
entirety most recently effective as of September 1, 2007, and
having amended the restated Plan on two subsequent occasions,
hereby again amends the restated Plan as follows:
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1.
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Section 1.18 is amended in its entirety to
read as follows:
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“1.18
“Compensation” shall mean an Employee’s wages,
salaries, fees for professional services, and other amounts
received (without regard to whether or not an amount is paid in
cash) for services actually rendered in the course of employment
with the Employer to the extent that amounts are includable in
gross income (including overtime pay, bonuses, commissions, tips,
military differential pay, or expense reimbursements from a
nonaccountable plan (as described in Treasury Regulation
1.62-2(c)). Compensation shall also include any remuneration that
is currently excluded from the Participant’s gross income by
reason of the application of Sections 125(a), 402(e)(3),
402(h)(1)(B), 401(k), or 132(f)(4) of the Code. Compensation shall
also include any contributions made by the Employer for or on
account of the Employees under an Employer sponsored nonqualified
deferred compensation plan. Notwithstanding the foregoing,
Compensation with respect to any Employee shall exclude:
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(a)
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Any
compensation directly paid or payable as fringe
benefits;
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(b)
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Any
contributions made by the Employer for or on account of the
Employees under this Plan, or under any other employee benefit plan
other than as specifically excepted herein;
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(c)
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Any
compensation paid or payable by reason of services performed prior
to the date the Employee becomes a Participant;
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(d)
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Any
compensation paid or payable by reason of services performed after
the date the Employee ceased to be a Participant;
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(e)
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Any
compensation paid as part of a distribution from a nonqualified
deferred compensation plan;
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(f)
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Any
compensation paid as part of a severance plan or agreement after
Termination;
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(g)
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Amounts in
excess of the Compensation Limit; and
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(h)
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Any
equity-based compensation (including, but not limited to, stock
options, restricted or unrestricted stock and performance shares)
under the Plan Sponsor’s Equity Incentive Plan or any similar
equity-based plan or arrangement sponsored by an Affiliated
Employer, whether such compensation is paid in shares of stock or
cash.”
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2.
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Section 1.25 is amended to rename
subsection (b) as subsection “(c)” and to add a
new subsection (b) that read as follows:
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“(b) an individual who is
employed as an underwriter performing services on behalf of PMI
Mortgage Services Co. and as designated according to the policies
and procedures of the Employer as an underwriter,”
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3.
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Section 1.67 is amended in its entirety to
read as follows:
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“1.67 Spouse
. shall mean the person to whom the Participant is legally
married on the date the Participant receives the
Participant’s benefit payment from the Plan, or the
Participant’s date of death, if earlier, as determined in
accordance with Federal Law, including, but not limited to, the
Defense of Marriage Act of 2003, the Code, ERISA and applicable
income tax regulations and/or Department of Labor regulations and
who is treated as a spouse according the laws of the state where
the Participant resides; provided, however, that a former spouse
shall be treated as the spouse or surviving spouse to the extent
provided under a Qualified Domestic Relations Order as described in
Section 16.04.”
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4.
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Section 2.01(e) is amended in its entirety
to read as follows:
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“(e) Each period for which an
Employee is not paid or entitled to pay but during which the
Employee is absent for a period of qualified military service (as
defined in Code section 414(u)) for which reemployment rights are
protected by law, but only if the Employee returns to employment
with the Employer within the time required by law. Notwithstanding
the foregoing or any contrary Plan provision, if the Employee dies
or becomes Disabled while performing such qualified military
service, he or she shall be deemed to have resumed employment with
the Employer in accordance with the Employee’s reemployment
rights with respect to such se
