EXCHANGE AGENT AGREEMENTExchange Agent Agreement • July 3rd, 2006 • Pmi Group Inc • Surety insurance
The PMI Group, Inc., a Delaware corporation (the “Company”) proposes to make an offer (the “Exchange Offer”) to exchange all of its outstanding 2.50% Senior Convertible Debentures (the “Old Securities”) for a new series of its 2.50% Senior Convertible Debentures (the “New Securities”) plus an exchange fee for each $1,000 principal amount of Old Securities validly tendered and not withdrawn (the “Exchange Fee”). The terms and conditions of the Exchange Offer as currently contemplated are set forth in a prospectus, dated , 2006 (the “Prospectus”) and the Letter of Transmittal, a copy of which is attached as Exhibit A hereto (the “Letter of Transmittal”), proposed to be distributed to all record holders of the Old Securities. The Old Securities and the New Securities are collectively referred to herein as the “Securities”.
THE PMI GROUP, INC. and BANC OF AMERICA SECURITIES LLC Dealer Manager Agreement dated as of July __, 2006Dealer Manager Agreement • July 3rd, 2006 • Pmi Group Inc • Surety insurance • New York
