EXHIBIT 10.1
AMENDMENT NO. 2
TO
THE PMI GROUP, INC.
2005 OFFICER DEFERRED COMPENSATION PLAN
(September 19, 2007 Restatement)
THE PMI GROUP, INC., having adopted
The PMI Group, Inc. 2005 Officer Deferred Compensation Plan (the
“Plan”) effective as of January 1, 2005, having
amended and restated the Plan effective as of September 19,
2007, and having further amended the restated Plan effective as of
February 20, 2008, hereby again amends the restated Plan as
follows:
1. Effective as of
September 19, 2007, the first sentence of Section 1.15 is
amended to read as follows:
“1.15 “ Eligible Employee ” means
(a) effective before September 19, 2007, an employee of
an Employer who holds office at the level of Vice President or
above, including any Assistant Vice President or Field Vice
President, and (b) effective on or after September 19,
2007, an employee of an Employer who holds office at the level of
Vice President or above, including any Assistant Vice President or
Field Vice President, upon the next Entry Date after his or her
initial hire or promotion (as the case may be).”
2. Effective as of
September 19, 2007, the first sentence of Section 1.26 is
amended by deleting the word “Retirement” therefrom and
substituting the word “retirement” therefor.
3. Effective as of
September 19, 2007, the first sentence of
Section 2.1.2(a)(i) is amended by deleting the phrase
“to the level of Vice President or above, including any
Assistant Vice President or Field Vice President”
therefrom.
4. Effective as of
January 1, 2005, the first sentence of Section 4.1 is
amended by deleting the phrase “all Compensation Deferrals
made by the Participant during such Plan Year” therefrom and
substituting the phrase “the Base Salary deferral(s) (if any)
made by the Participant during the Plan Year, the Bonus deferral(s)
(if any) made by the Participant during the Plan Year”
therefor.
5. Effective as
of May&n
