SECOND AMENDMENT TO EMPLOYMENT AGREEMENT

THIS AMENDMENT (this “Amendment”) to the Employment Agreement (the “Employment Agreement”), dated as of March 6, 2012, as amended as of April 24, 2012, by and between John M. Sherwood (the “Executive”) and NMI Holdings, Inc. (the “Company”), a Delaware Corporation, is made and entered into as of October 1, 2015, by and between the Executive and the Company and is effective as of the date hereof. All capitalized terms used but not defined herein shall have the meaning assigned to them in the Employment Agreement.

WHEREAS, the Executive and the Company desire to amend the Employment Agreement as set forth below.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, and for other good and valuable consideration, the Executive and the Company hereby agree as follows:

“(a)    During the Employment Period, the Executive shall (i) serve as the Vice Chairman - Strategy and Capital Markets of the Company, and in order to fulfill the duties and responsibilities of such role, the Executive will assist the Company in its capital raising initiatives and other strategic initiatives as determined and directed by the Board (as defined below) or the Chief Executive Officer of the Company (the “CEO”), (ii) report directly to the CEO, and (iii) perform his duties at the location or locations authorized or directed by the CEO, subject to the Executive’s performance of duties at, and travel to, such other offices of the Company and subsidiaries and controlled affiliates (the “Affiliated Entities”) and/or other locations as shall be necessary to fulfill his duties.”

“the Executive’s position as set forth in Section 3 of this Agreement.”

IN WITNESS THEREOF, the Executive has hereunto set his hand, and the Company has caused these presents to be executed in its name and on its behalf, all as of the day and year first written above.