THE PMI GROUP, INC.





                     STOCK PLAN FOR NON-EMPLOYEE DIRECTORS


                  (Amended and Restated as of August 16, 1999)


                               TABLE OF CONTENTS



                                                                                                Page
                                                                                          
SECTION 1   PURPOSE...........................................................................   1
     1.1    Purpose of the Plan...............................................................   1
SECTION 2   DEFINITIONS.......................................................................   1
SECTION 3   ADMINISTRATION....................................................................   2
     3.1    The Committee.....................................................................   2
     3.2    Authority of the Committee........................................................   2
     3.3    Decisions Binding.................................................................   3
SECTION 4   SHARES SUBJECT TO THE PLAN........................................................   3
     4.1    Number of Shares..................................................................   3
     4.2    Lapsed Awards.....................................................................   3
     4.3    Adjustments in Awards and Authorized Shares.......................................   3
SECTION 5   STOCK OPTIONS.....................................................................   3
     5.1    Granting of Options...............................................................   3
     5.2    Terms of Options..................................................................   4
     5.3    Payment...........................................................................   4
     5.4    Deferral of Option Proceeds.......................................................   5
     5.5    Options are not Incentive Stock Options...........................................   6
SECTION 6   RESTRICTED STOCK..................................................................   6
     6.1    Grant of Restricted Stock to Directors Serving on the 1996 Grant Date.............   6
     6.2    Grant of Restricted Stock for Directors first elected after the 1996 Grant
            Date..............................................................................   6
     6.3    Restricted Stock Escrow...........................................................   6
     6.4    Voting and other Rights...........................................................   7
     6.5    Cash Payment for Income Taxes.....................................................   7
SECTION 7   MISCELLANEOUS.....................................................................   7
     7.1    No Effect on Service..............................................................   7
     7.2    Indemnification...................................................................   7
     7.3    Successors........................................................................   7
     7.4    Beneficiary Designations..........................................................   7
     7.5    Nontransferability of Awards......................................................   8
     7.6    No Rights as Stockholder..........................................................   8


                                      -i-



                                                                                                 Page
                                                                                             
     7.7    Withholding Requirements..........................................................   8
SECTION 8   AMENDMENT, TERMINATION, AND DURATION..............................................   8
     8.1    Amendment or Termination..........................................................   8
     8.2    Duration of the Plan..............................................................   8
SECTION 9   LEGAL CONSTRUCTION................................................................   8
     9.1    Gender and Number.................................................................   8
     9.2    Severability......................................................................   8
     9.3    Requirements of Law...............................................................   8
     9.4    Compliance with Rule 16b-3........................................................   9
     9.5    Governing Law.....................................................................   9
     9.6    Captions..........................................................................   9


                                     -ii-


                              THE PMI GROUP, INC.
                     STOCK PLAN FOR NON-EMPLOYEE DIRECTORS

     THE PMI GROUP, INC., hereby amends and restates The PMI Group, Inc. Stock
Plan for Non-Employee Directors on the occasion of the Company's 3-for-2 stock
split, effective as of August 16, 1999.

                                   SECTION 1
                                    PURPOSE

     1.1  Purpose of the Plan.  The Plan is intended to closely align the
          -------------------
interests of the Non-Employee Directors with the interests of the Company's
stockholders.  This is achieved by making a significant portion of Non-Employee
Director compensation directly related to the total return performance of the
Shares.  The Plan also is intended to encourage Share ownership on the part of
Non-Employee Directors.

                                   SECTION 2
                                  DEFINITIONS

     The following words and phrases shall have the following meanings unless a
different meaning is plainly required by the context:

     2.1    "Award" means, individually or collectively, a grant under the Plan
of Options, Restricted Stock, or cash.

     2.2    "Board" means the Board of Directors of the Company.

     2.3    "Committee" means the committee appointed pursuant to Section 3.1 to
administer the Plan.

     2.4    "Company" means The PMI Group, Inc., a Delaware corporation, or any
successor thereto.

     2.5    "Director" means any individual who is a member of the Board.

     2.6    "Disability" means a permanent and total disability, as determined
by the Committee (in its discretion) in accordance with uniform and non-
discriminatory standards adopted by the Committee from time to time.

     2.7    "Exercise Price" means the price at which a Share may be purchased
by a Participant pursuant to the exercise of an Option.

     2.8    "Fair Market Value" means the arithmetic mean of the highest and
lowest per share selling prices of the Shares, as quoted in the New York Stock
Exchange Composite Transactions Index for the date in question.


     2.9    "Grant Date" means, with respect to 1996 and each subsequent
calendar year, the first business day in June of each such year. For example,
for 1996, the Grant Date is June 3, 1996 (i.e., the first business day in June
1996). With respect to a particular Award, "Grant Date" means the particular
Grant Date on which the Award was granted. Notwithstanding the preceding, a Non-
Employee Director who is first elected or appointed on other than the first
business day in June, shall have an initial Grant Date coincident with the date
of their commencement of service on the Board.

     2.10   "Non-Employee Director" means a Director who is an employee of
neither the Company nor of any Subsidiary.

     2.11   "Option" means an option to purchase Shares granted pursuant to
Section 5.

     2.12  "Option Agreement" means the written agreement setting forth the
terms and provisions applicable to each Option granted under the Plan.

     2.13   "Participant" means a Non-Employee Director who has an outstanding
Award.

     2.14   "Plan" means The PMI Group, Inc. Stock Plan for Non-Employee
Directors, as set forth in this instrument and as hereafter amended from time to
time.

     2.15   "Restricted Stock" means an Award of Shares granted pursuant to
Section 6.

     2.16   "Shares" means the shares of the Company's common stock, $0.01 par
value.

     2.17   "Subsidiary" means any corporation in an unbroken chain of
corporations beginning with the Company if each of the corporations other than
the last corporation in the unbroken chain then owns stock possessing fifty
percent (50%) or more of the total combined voting power of all classes of stock
in one of the other corporations in such chain.

     2.18   "Termination of Service" means a cessation of the Participant's
service on the Board for any reason.

                                   SECTION 3
                                ADMINISTRATION

     3.1    The Committee. The Plan shall be administered by the Committee. The
            -------------
Committee shall consist of one or more Directors who shall be appointed by, and
serve at the pleasure of, the Company's Chief Executive Officer.  The Committee
shall be comprised solely of a Director or Directors who are not eligible to
receive Awards under the Plan.

     3.2    Authority of the Committee. It shall be the duty of the Committee
            --------------------------
to administer the Plan in accordance with the Plan's provisions.  The Committee
shall have all powers and discretion necessary or appropriate to administer the
Plan and to control its operation, including, but not limited to, the power to
(a) interpret the Plan and the Awards, (b) adopt rules for the administration,
interpretation and application of the Plan as are consistent therewith, (c)
interpret, amend or revoke any such rules, and (d) adopt such procedures and
subplans as are necessary or

                                       2


appropriate to permit participation in the Plan by Non-Employee Directors who
are foreign nationals or employed outside of the United States.

     3.3  Decisions Binding.  All determinations and decisions made by the
          -----------------
Committee shall be final, conclusive, and binding on all persons, and shall be
given the maximum deference permitted by law.

                                   SECTION 4
                          SHARES SUBJECT TO THE PLAN

     4.1  Number of Shares.  Subject to adjustment as provided in Section 4.3,
          ----------------
the total number of Shares available for grant under the Plan shall not exceed
150,000.  Shares issued under the Plan may be either authorized but unissued
Shares or treasury Shares, provided, however, that only treasury Shares may be
issued upon exercise of the portion of each Option granted on or after May 20,
1999 that pertains to the additional 1,500 Shares covered by Options granted on
or after such date.

     4.2  Lapsed Awards.  If an Award terminates or expires for any reason, any
          -------------
Shares subject to such Award again shall be available to be the subject of an
Award.

     4.3  Adjustments in Awards and Authorized Shares.  In the event of any
          -------------------------------------------
merger, reorganization, consolidation, recapitalization, separation,
liquidation, stock dividend, split-up, Share combination, or other change in the
corporate structure of the Company affecting the Shares, the Committee shall
adjust the number and class of Shares which may be delivered under the Plan, and
the number, class, and Exercise Price of Shares subject to outstanding Awards
and future grants, in such manner as the Committee (in its sole discretion)
shall determine to be appropriate to prevent the dilution or diminution of such
Awards.  Notwithstanding the preceding, the number of Shares subject to any
Award always shall be a whole number.

                                   SECTION 5
                                 STOCK OPTIONS

     5.1  Granting of Options.
          -------------------

          5.1.1  Directors serving on the 1996 Grant Date.  Each Non-Employee
                 ----------------------------------------
Director who is such on the 1996 Grant Date, automatically shall receive, as of
the 1996 Grant Date only, an Option to purchase 4,500 Shares.  Each Non-Employee
who has received an Option pursuant to the preceding sentence also automatically
shall receive, as of each subsequent Grant Date, an Option to purchase 2,250
Shares, provided that the individual shall receive an Option on any such Grant
Date only if he or she both (a) is a Non-Employee Director on the Grant Date,
and (b) has served as a Non-Employee Director for the entire period since the
last Grant Date.

          5.1.2  Directors first elected or appointed after the 1996 Grant Date.
                 --------------------------------------------------------------
Each Non-Employee Director who first becomes such after the 1996 Grant Date but
before May 20, 1999, automatically shall receive on his or her initial Grant
Date only (a) an Option to purchase 2,250 Shares, plus (b) an option to purchase
up to an additional 2,250 Shares (prorated based on the number of full months of
service which remain until the next Grant Date).  A Director joining the

                                       3


Board on or before the 15th day of the month will receive credit for service for
the full month. Each Non-Employee Director who first becomes such on or after
May 20, 1999 automatically shall receive on his or her initial Grant Date only
an Option to purchase 6,000 Shares. Each Non-Employee Director who first becomes
such after the 1996 Grant Date also shall automatically receive, as of each
subsequent Grant Date, an Option to purchase 2,250 Shares (3,750 Shares for
grants made on or after May 20, 1999) annually, provided that the individual
shall receive an Option on any such Grant Date only if he or she both (y) is a
Non-Employee Director on the Grant Date, and (z) has served as a Non-Employee
Director for the entire period since the last Grant Date.

     5.2  Terms of Options.
          ----------------

          5.2.1  Option Agreement.  Each Option granted pursuant to this Section
                 ----------------
5 shall be evidenced by a written Option Agreement (satisfactory to the
Committee) which shall be executed by the Optionee and the Company.

          5.2.2  Exercise Price.  The Exercise Price for the Shares subject to
                 --------------
each Option shall be 100% of the Fair Market Value of such Shares on the
applicable Grant Date.

          5.2.3  Exercisability.
                 --------------
         (a)     Each Option granted to a Non-Employee Director in his or her
                 initial year of Board service pursuant to Sections 5.1.2(a) and
                 (b) (e.g. up to 6,000 shares) shall become exercisable in three
                 equal annual installments, commencing on the first anniversary
                 of the applicable Grant Date;

         (b)     For each Non-Employee Director who automatically receives, as
                 of each subsequent Grant Date, an Option to purchase 2,250
                 Shares (3,750 Shares for grants made on or after May 20, 1999)
                 annually, any such outstanding Option, and such awards granted
                 on or after July 23, 1998 shall become exercisable as to 100%
                 of the Shares subject to such Option in full on the first
                 anniversary of the applicable Grant Date.

Notwithstanding the foregoing, with respect to any outstanding Option, and
awards granted on or after May 21, 1998, upon a Non-Employee Director's death,
disability, retirement, resignation or non-reelection to the Board of Directors,
all unvested options held by such person shall immediately become exercisable.
However, except as specifically set forth above, if a Participant incurs a
Termination of Service prior to his or her Option(s) becoming fully exercisable,
the Option(s) (or portions thereof) which are not exercisable on the date of
Termination of Service shall immediately expire.

          5.2.4  Expiration of Options.  Subject to the last sentence of Section
                 ---------------------
5.2.3, each Option shall terminate upon the first to occur of the following
events:

         (a)     The expiration of ten (10) years from the applicable Grant
Date;

                                       4


         (b)     The expiration of three (3) months from the date of the
Participant's Termination of Service prior to age 70 for any reason other than
the Participant's death or Disability, provided that the Committee, in its
discretion, may extend such three-month period to a maximum of the ten (10)
years;

         (c)     The expiration of two (2) years from the date of the
Participant's Termination of Service by reason of Disability, or

         (d)     The expiration of five (5) years from the date of the
Participant's Termination of Service at or after age 70 for any reason other
than the Participant's death or Disability.

          5.2.5  Death of Director.  Notwithstanding Section 5.2.4, if a
                 -----------------
Director dies prior to the expiration of his or her Option(s) in accordance with
Section 5.2.4, his or her Option(s) which are exercisable on the date of his or
her death shall terminate two (2) years after the date of death.

     5.3  Payment.  Options shall be exercised by the Participant's delivery of
          -------
a written notice of exercise (satisfactory to the Committee) to the Company in
care of VP Human Resources Department, with a copy to General Counsel, Legal
Department, 601 Montgomery Street, San Francisco, California 94111, or at such
other address as Company may hereafter designate in writing, setting forth the
number of Shares with respect to which the Option is to be exercised, and
accompanied by full payment for the Shares.  Upon the exercise of any Option,
the Exercise Price shall be payable to the Company in full in cash or its
equivalent.  As soon as practicable after receipt of a written notification of
exercise and full payment for the Shares purchased, the Company shall deliver to
the Participant (or the Participant's designated broker), Share certificates
(which may be in book-entry form) representing such Shares.

     5.4  Deferral of Option Proceeds.
          ---------------------------

     (a)     Notwithstanding anything herein to the contrary, a Participant
granted an Option hereunder who is eligible to defer income under the Company's
Directors' Deferred Compensation Plan may elect, at the discretion of, and in
accordance with rules which may be established by, the Committee, to defer
delivery of the proceeds of exercise of an Option which is exercised by means of
an exchange of Shares as described in Section 5.4(a)(ii) or (iii), provided, in
either such case, that Shares tendered or applied in exercise of such Option
shall have been held by the Participant for at least six months prior to such
exercise. A Participant's election as provided in the preceding sentence shall
be irrevocable. Notwithstanding any other provision of this Section 5.4, a
deferral election made by a Participant hereunder shall be void and shall not be
given effect unless (i) the Participant's deferral election is made at least six
full calendar months prior to the calendar month in which the option otherwise
would expire, (ii) the Participant's deferral election is made at least six full
calendar months prior to the calendar month in which the option is exercised,
and (iii) the Participant is serving as a Non-Employee Director on the date of
exercise of the Option. For purposes of either or both of clauses (i) or (ii) of
the preceding sentence, rules established by the Committee may require an
election earlier than the six calendar

                                       5


month period described therein. Upon exercise of an Option to which a deferral
election applies, the Shares covered by such exercise shall not be issued or
transferred to the Participant, and instead, a number of Stock Units, as defined
below, equal to the number of Shares covered by such exercise and in respect of
which the Participant has made a deferral election, shall be credited to an
account in the name of the Participant on the books and records of the Company
(a "Deferred Option Compensation Account") at the date of exercise. A separate
Deferred Option Compensation Account shall be maintained with respect to each
effective deferral election.

     (b)     For purposes of this Section 5.4, a "Stock Unit" is a bookkeeping
entry initially representing an amount equivalent to the fair market value of
one Share. Stock Units represent an unfunded and unsecured obligation of the
Company, except as otherwise provided for by the Committee. Settlement of Stock
Units shall be made by issuance of Shares on such date or dates or upon the
occurrence of such event or events as the Committee may authorize the
Participant to designate at the time a deferral election is made hereunder,
provided, however, that in no event shall settlement occur more than 60 days
after a Participant's Termination of Service for any reason. The number of
Shares to be so distributed may be increased by dividend equivalents, which may
be valued as if reinvested in Shares. Until a Stock Unit is settled, the number
of Shares represented by a Stock Unit shall be subject to adjustment pursuant to
Section 4.3.

     (c)     Participants have the status of general unsecured creditors of the
Company with respect to their Deferred Option Compensation Accounts, and such
accounts constitute a mere promise by the Company to make payments with respect
thereto.

     (d)     A Participant's right to benefit payments with respect to the
Deferred Option Compensation Accounts may not be anticipated, alienated, sold,
transferred, assigned, pledged, encumbered, attached or garnished by creditors
of the Participant or the Participant's beneficiary and any attempt to do so
shall be void and shall not be given effect.

     (e)     To the extent determined by the Committee, any amount deferred
under this Section 5.4, and any Deferred Option Compensation Account, may be
treated and held as a portion of the Company's Officer Deferred Compensation
Plan, in which event the provisions of said plan shall govern the operation and
administration of deferred amounts hereunder and Deferred Option Compensation
Accounts, to the extent not inconsistent with the provisions of this Section
5.4.

     5.5  Options are not Incentive Stock Options.  Options are not intended to
          ---------------------------------------
be incentive stock options within the meaning of Section 422 of the Code.

                                   SECTION 6
                               RESTRICTED STOCK

     6.1  Grant of Restricted Stock to Directors Serving on the 1996 Grant Date.
          ---------------------------------------------------------------------
Each Non-Employee Director who is such on a Grant Date, automatically shall
receive, as of such Grant Date, an Award of 450 Shares of Restricted Stock.
Notwithstanding the preceding, the number of Shares granted to any Non-Employee
Director on any Grant Date shall be reduced if

                                       6


and as necessary so that the Fair Market Value of the Shares does not exceed
$30,000 on the Grant Date.

     6.2  Grant of Restricted Stock for Directors first elected after the 1996
          --------------------------------------------------------------------
Grant Date.  Each Non-Employee Director who first becomes such after the 1996
- ----------
Grant Date, automatically shall receive on his or her initial Grant Date only
(a) an Award of 37.5 Shares of Restricted Stock for each full month of service
on the Board until the next Grant Date and, (b) as of each subsequent Grant Date
on which the Non-Employee Director is such, an Award of 450 Shares of Restricted
Stock.  Notwithstanding the preceding, the number of Shares granted to any Non-
Employee Director on any Grant Date shall be reduced if and as necessary so that
the Fair Market Value of the Shares does not exceed $30,000 on the Grant Date.
A Director joining the Board on or before the 15th day of the month will receive
credit for service for the full month.

     6.3  Restricted Stock Escrow.  For purposes of compliance with Section 9.4,
          -----------------------
Shares of Restricted Stock shall not be sold, transferred, pledged, assigned, or
otherwise alienated or hypothecated by the Participant until six months after
the applicable Grant Date.  Unless the Committee determines otherwise, Shares of
Restricted Stock shall be either (a) held by the Company as escrow agent until
such six-month period expires, or (b) affixed with an appropriate legend
restricting the sale, transfer, pledge, assignment, or other alienation or
hypothecation of such Shares by the Participant until expiration of the six
month period.

     6.4  Voting and other Rights.  After Shares of Restricted Stock have been
          -----------------------
granted, the Participant may exercise full voting rights with respect to such
Shares.  A Participant shall be entitled to receive all dividends and other
distributions paid with respect to such Shares.  If any such dividends or
distributions are paid in Shares, the Shares shall be subject to the same
restrictions on transferability that are provided in Section 6.2.

     6.5  Cash Payment for Income Taxes.  As soon as practicable after each
          -----------------------------
Grant Date, the Company shall pay to each Non-Employee Director, in cash or its
equivalent, an amount equal to the expected increase in his or her federal,
state and local income tax liability due to the Shares granted to the
Participant on such Grant Date.  The formula for determining each such cash
payment shall be adopted by the Committee (in its discretion) from time to time,
but in each case shall assume that the maximum prevailing income tax rates apply
to the Participant.

                                   SECTION 7
                                 MISCELLANEOUS

     7.1  No Effect on Service.  Nothing in the Plan shall (a) create any
          --------------------
obligation on the part of the Board to nominate any Participant for reelection
by the Company's stockholders, or (b) interfere with or limit in any way the
right of the Company to terminate any Participant's service.

     7.2  Indemnification.  Each person who is or shall have been a member of
          ---------------
the Committee, or of the Board, shall be indemnified and held harmless by the
Company against and from (a) any loss, cost, liability, or expense that may be
imposed upon or reasonably incurred by him or her in connection with or
resulting from any claim, action, suit, or proceeding to which he or she may be
a party or in which he

                                       7


or she may be involved by reason of any action taken or failure to act under the
Plan or any Option Agreement, and (b) from any and all amounts paid by him or
her in settlement thereof, with the Company's approval, or paid by him or her in
satisfaction of any judgment in any such claim, action, suit, or proceeding
against him or her, provided he or she shall give the Company an opportunity, at
its own expense, to handle and defend the same before he or she undertakes to
handle and defend it on his or her own behalf. The foregoing right of
indemnification shall not be exclusive of any other rights of indemnification to
which such persons may be entitled under the Company's Certificate of
Incorporation or Bylaws, by contract, as a matter of law, or otherwise, or under
any power that the Company may have to indemnify them or hold them harmless.

     7.3  Successors.  All obligations of the Company under the Plan shall be
          ----------
binding on any successor to the Company, whether the existence of such successor
is the result of a direct or indirect purchase, merger, consolidation, or
otherwise, of all or substantially all of the business or assets of the Company.

     7.4  Beneficiary Designations.  If permitted by the Committee, a
          ------------------------
Participant may name a beneficiary or beneficiaries to whom any vested but
unpaid Award shall be paid in the event of the Participant's death.  Each such
designation shall revoke all prior designations by the Participant and shall be
effective only if given in a form and manner acceptable to the Committee.  In
the absence of any such designation, any vested benefits remaining unpaid at the
Participant's death shall be paid to the Participant's estate and, subject to
the terms of the Plan and of the applicable Option Agreement, any unexercised
vested Award may be exercised by the administrator or executor of the
Participant's estate.

     7.5  Nontransferability of Awards.  No Award granted under the Plan may be
          ----------------------------
sold, transferred, pledged, assigned, or otherwise alienated or hypothecated,
other than by will, by the laws of descent and distribution, or to the limited
extent provided in Section 7.4.  All rights with respect to an Award granted to
a Participant shall be available during his or her lifetime only to the
Participant.  Notwithstanding the foregoing, the Participant may, to the extent
provided in the Plan and in a manner specified by the Committee, transfer an
Option by bona fide gift and not for any consideration, to a member of the
Participant's immediate family or to a trust for the exclusive benefit of the
Participant and/or a member or members of the Participant's immediate family.

     7.6  No Rights as Stockholder.  Except to the limited extent provided in
          ------------------------
Section 6.4, no Participant (nor any beneficiary) shall have any of the rights
or privileges of a stockholder of the Company with respect to any Shares
issuable pursuant to an Award (or exercise thereof), unless and until
certificates representing such Shares shall have been issued, recorded on the
records of the Company or its transfer agents or registrars, and delivered to
the Participant, beneficiary or Company (as escrow agent).

     7.7  Withholding Requirements.  Prior to the delivery of any Shares or cash
          ------------------------
pursuant to an Award (or exercise thereof), the Company shall have the power and
the right to deduct or withhold, or require a Participant to remit to the
Company, an amount sufficient to satisfy

                                       8


Federal, state, and local taxes (including the Participant's FICA obligation)
required to be withheld with respect to such Award (or exercise thereof).

                                   SECTION 8
                      AMENDMENT, TERMINATION, AND DURATION

     8.1  Amendment or Termination.  The Board, in its sole discretion, may
          ------------------------
amend or terminate the Plan, or any part thereof, at any time and for any
reason.  The amendment, suspension, or termination of the Plan shall not,
without the consent of the Participant, alter or impair any rights or
obligations under any Award theretofore granted to such Participant.

     8.2  Duration of the Plan.  The Plan shall commence on the date specified
          --------------------
herein, and subject to Section 8.1 (regarding the Board's right to amend or
terminate the Plan), shall remain in effect thereafter.

                                   SECTION 9
                               LEGAL CONSTRUCTION

     9.1  Gender and Number.  Except where otherwise indicated by the context,
          -----------------
any masculine term used herein also shall include the feminine; the plural shall
include the singular and the singular shall include the plural.

     9.2  Severability.  In the event any provision of the Plan shall be held
          ------------
illegal or invalid for any reason, the illegality or invalidity shall not affect
the remaining parts of the Plan, and the Plan shall be construed and enforced as
if the illegal or invalid provision had not been included.

     9.3  Requirements of Law.  The granting of Awards and the issuance of
          -------------------
Shares under the Plan shall be subject to all applicable laws, rules, and
regulations, and to such approvals by any governmental agencies or national
securities exchanges as may be required.

     9.4  Compliance with Rule 16b-3.  For the purpose of ensuring that
          --------------------------
transactions under the Plan do not subject Participants to liability under
Section 16(b) of the Securities Exchange Act of 1934, as amended (the "1934
Act"), all transactions under the Plan are intended to comply with all
applicable conditions of Rule 16b-3 promulgated under the 1934 Act, and any
future regulation amending, supplementing or superseding such regulation.  To
the extent any provision of the Plan, Option Agreement or action by the
Committee or a Participant fails to so comply, it shall be deemed null and void,
to the extent permitted by law and deemed advisable by the Committee.

     9.5  Governing Law.  The Plan and all Option Agreements shall be construed
          -------------
in accordance with and governed by the laws of the State of California without
giving effect to any choice or conflict of law provision or rule (whether of the
State of California or otherwise) which would cause the application of the laws
of any jurisdiction other than the State of California.

     9.6  Captions.  Captions provided herein are for convenience only, and
          --------
shall not serve as a basis for interpretation or construction of the Plan.

                                       9


                                   EXECUTION

     IN WITNESS WHEREOF, The PMI Group, Inc., by its duly authorized officer,
has executed the Plan on the date indicated below.

                                            THE PMI GROUP, INC.


          Dated:       ,1999                By
                 ------                       --------------------------

                                            Title:

                                       10