EXHIBIT 10.3b
AMENDMENT NO. 2 TO
THE PMI GROUP,
INC.
2005 DIRECTORS’ DEFERRED
COMPENSATION PLAN
(September 20, 2007
Restatement)
THE PMI GROUP, INC., having adopted
The PMI Group, Inc. 2005 Directors’ Deferred Compensation
Plan (the “Plan”) effective as of January 1, 2005,
having amended and restated the Plan effective as of
September 20, 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 November 19,
2008, Section 5.5 is amended in its entirety to read as
follows:
“5.5 Special Rule for
Separation from Service . Subject to the provisions of Sections
5.3 and 5.6:
(a) In the case of a Participant who
incurs a Separation from Service and who, pursuant to
Section 3, has elected to receive his or her Account balance
upon his or her Separation of Service (an “Applicable
Participant”), a distribution of the balance credited to the
Account shall be made or commenced on the Payment Date that
immediately follows the Applicable Participant’s Separation
from Service or as soon as administratively practicable thereafter,
and in the form of payment elected by the Participant pursuant to
Section 3; provided, however, that any scheduled installment
payments that remain to be paid on January 31 of the second
calendar year immediately following the year in which the
Participant incurred the Separation from Service automatically will
be distributed to him or her in a lump sum cash payment on that
date or as soon as administratively practicable
thereafter.
(b) In the case of a Participant who
is not an Applicable Participant and who incurs a Separation from
Service, a distribution of the balance (if any) credited to the
Participant’s Account shall be made in a lump sum cash
payme
