EX-10.39




Exhibit No. 10.39




THE PMI GROUP, INC.




STOCK UNIT AGREEMENT




The PMI Group, Inc. (the “Company”) hereby grants you,    (the “Director”), the
number of Stock Units under the Company’s Amended and Restated Equity Incentive Plan (the “Plan”)
indicated below. Subject to the provisions of Appendix A and of the Plan, the principal features
of this award are as follows:



Date of Grant:



Number of Stock Units:    



Vesting of Stock Units: 100% of the Stock Units shall vest upon the first to occur of (1) the fifth
anniversary of the Date of Grant or (2) the cessation of your service as a Non-employee Director
for any reason.



This award is subject to all of the terms and conditions contained in Appendix A and the Plan.
PLEASE BE SURE TO READ ALL OF APPENDIX A, WHICH CONTAINS THE SPECIFIC TERMS AND CONDITIONS OF THIS
AWARD.



THE PMI GROUP, INC.



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APPENDIX A




TERMS AND CONDITIONS OF STOCK UNIT GRANT




1. Grant of Stock Units. The Company hereby grants to the Director under the Plan the
number of Stock Units indicated on the first page of this Agreement subject to the terms and
conditions set forth in this Agreement and the Plan.



2. Company’s Obligation to Pay. On any date, a Stock Unit has a value equal to the
Fair Market Value of one Share. Unless and until the Stock Units have vested in accordance with
the Vesting Schedule set forth on the first page of this Agreement, the Director will have no right
to payment of the Stock Units. Prior to actual payment of any vested Stock Units, Stock Units
represent an unsecured obligation of the Company, payable (if at all) only from the general assets
of the Company.



3. Payment after Vesting. Stock Units that vest will be paid to the Director (or in
the event of the Director’s death, to his or her estate) in full Shares (with the balance, if any,
in cash) as soon as practicable following the date of vesting. A Director may elect, at the
discretion of the Committee and in accordance with the Plan and rules established by the Committee,
to defer delivery of the proceeds due with respect to his or her vested Stock Units.



4. Death of Director. Any distribution or delivery to be made to the Director under
this Agreement will, if the Director is then deceased, be made to the Director’s designated
beneficiary. If the Director has not designated a then living beneficiary, distributions and
deliveries will be made to the administrator or executor of the Director’s estate. Any such
administrator or executor must furnish the Company with (a) written notice of his or her status as
transferee, and (b) evidence satisfactory to the Company to establish the validity of the transfer
and compliance with any laws or regulations pertaining to said transfer.



5. Withholding of Taxes. The Company will withhold a portion of the payment due with
respect to vested Stock Units that has an aggregate market value sufficient to pay the federal,
state, and local income, employment, and any other applicable taxes required to be withheld by the
Company. Notwithstanding any contrary provision of this Agreement, no payment will be made to the
Director (or his or her beneficiary or estate) for Stock Units unless and until satisfactory
arrangements (as determined by the Committee) have been made by the Director with respect to the
payment of any income and other taxes that the Company determines must be withheld or collected
with respect to the Director’s vested Stock Units.



6. Rights as Stockholder. Subject to Paragraph 7, neither the Director nor any person
claiming under or through the Director will have any of the rights or privileges of a stockholder
of the Company in respect of any Shares deliverable hereunder unless and until certificates
representing such Shares have been issued, recorded on the records of the Company or its transfer
agents or registrars, and delivered to the Director. After such issuance, recordation, and
delivery, the Director will have all the rights of a stockholder of the Company with respect to
such Shares.



7. Dividends and Distributions. The Director shall be entitled to receive dividends
and distributions paid on Shares underlying the Stock Units. Any dividends or other distributions
automatically shall be deemed reinvested in Stock Units (the “Dividend Stock Units”). Dividend
Stock Units shall be subject to the same terms and conditions as the Stock Units, including any
deferral election.



8. No Effect on Service. The transactions contemplated hereunder and the vesting
schedule set forth on the first page of this Agreement do not constitute an express or implied
promise of continued service for any period of time. The terms of the Director’s service shall not
be affected by the grant of this award.



9. Address for Notices. Any notice to be given to the Company under the terms of this
Agreement must be addressed to the Company, in care of Stock Administration, The PMI Group, Inc.,
3003 Oak Road, Walnut Creek, CA, 94597, or at such other address as the Company may hereafter
designate in writing.



10. Grant is Not Transferable. Except as otherwise expressly provided herein, this
grant, and the rights and privileges conferred hereby, may not be transferred, assigned, pledged,
or hypothecated in any way (whether by operation of law or otherwise) and may not be subject to
sale under execution, attachment, or similar process. Upon any attempt to transfer, assign,
pledge, hypothecate, or otherwise dispose of this grant, or any right or privilege conferred
hereby, or upon any attempted sale under any execution, attachment, or similar process, this grant
and the rights and privileges conferred hereby immediately will become null and void.



11. Binding Agreement. Subject to the limitation on the transferability of this grant
contained herein, this Agreement will be binding upon and inure to the benefit of the heirs,
legatees, legal representatives, successors, and assigns of the Company and the Director.



12. Additional Conditions to Issuance of Certificates for Shares. The Company shall
not be required to issue any certificate or certificates for Shares hereunder prior to fulfillment
of all the following conditions: (a) the admission of the Shares to listing on all stock exchanges
on which the appropriate class of stock is then listed, (b) the completion of any registration or
other qualification of the Shares under any state or federal law or under the rulings or
regulations of the Securities and Exchange Commission or any other governmental regulatory body,
which the Committee shall, in its discretion, deem necessary or advisable, (c) the obtaining of any
approval or other clearance from any state or federal governmental agency, which the Committee
shall, in its discretion, determine to be necessary or advisable, and (d) the lapse of a reasonable
period of time following the date of vesting of the Stock Units as the Committee may establish from
time to time for reasons of administrative convenience.



13. Plan Governs. This Agreement is subject to all terms and provisions of the Plan.
In the event of a conflict between one or more provisions of this Agreement and one or more
provisions of the Plan, the provisions of the Plan will govern. Capitalized terms used and not
defined in this Agreement will have the meaning set forth in the Plan.



14. Committee Authority. The Committee will have the power to interpret the Plan and
this Agreement and to adopt such rules for the administration, interpretation, and application of
the Plan as are consistent therewith and to interpret or revoke any such rules (including, but not
limited to, the determination of whether or not any Stock Units have vested). All actions taken
and all interpretations and determinations made by the Committee in good faith will be final and
binding upon the Director, the Company, and all other interested persons. No member of the
Committee will be personally liable for any action, determination, or interpretation made in good
faith with respect to the Plan or this Agreement.



15. Captions. Captions provided herein are for convenience only and are not to serve
as a basis for interpretation or construction of this Agreement.



16. Agreement Severable. In the event that any provision in this Agreement will be
held invalid or unenforceable, such provision will be severable from, and such invalidity or
unenforceability will not be construed to have any effect on, the remaining provisions of this
Agreement.



17. Modifications to the Agreement. This Agreement constitutes the entire
understanding of the Company and the Director on the subjects covered, including the Director’s
right to receive a grant of stock units under Section 8 of the Plan. The Director is not accepting
this Agreement in reliance on any promises, representations, or inducements other than those
contained herein. Modifications to this Agreement or the Plan can be made only in an express
written agreement executed by a duly authorized officer of the Company.



18. Amendment, Suspension or Termination of the Plan. By accepting this award, the
Director expressly warrants that he or she has received a right to an equity based award under the
Plan, and has received, read, and understood a description of the Plan. The Director understands
that the Plan is discretionary in nature and may be modified, suspended, or terminated by the
Company at any time.



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