THE PMI GROUP, INC. 2.50% Senior Convertible Debentures due 2021 FIRST SUPPLEMENTAL INDENTURE Dated as of May 28, 2003 To INDENTURE Dated as of July 16, 2001 The Bank of New York TRUSTEE

EXHIBIT 10.24

THE PMI GROUP, INC.

2.50% Senior Convertible Debentures due 2021

FIRST SUPPLEMENTAL INDENTURE

Dated as of May 28, 2003

To

INDENTURE

Dated as of July 16, 2001

The Bank of New York

TRUSTEE

EXHIBIT 10.24

                    FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of May 28, 2003, to the Indenture, dated as of July 16, 2001 (the “Indenture”), between The PMI Group, Inc., a Delaware corporation (the “Company”), and The Bank of New York, a New York banking company (“Trustee”).  Capitalized terms used herein and not defined herein shall have the respective meanings ascribed to such terms in the Indenture.

ARTICLE I

AMENDMENT

                    1.1.     Amendment.  The definition of “Designated Subsidiary” in Section 6.1 of the Indenture, entitled “Events of Default,” is amended and restated in its entirety as follows:

ARTICLE II

MISCELLANEOUS

                    2.1.     Entire Agreement.  This First Supplemental Indenture becomes part of the Indenture on the effective date stated above and shall be governed by and subject to all of its terms and conditions, except to the extent those terms and conditions are specifically qualified, modified, or altered by this Agreement.  The Indenture as amended hereby remains in full force and effect.  This First Supplemental Indenture shall not be deemed to be a waiver of, or consent to, or a modification or amendment of, any other term or condition of the Indenture or the Securities or to prejudice any other right or rights which the holders of the Securities may now have or may have in the future under or in connection with the Indenture or any of the instruments or agreements referred to therein, as the same may be amended from time to time.

                    2.2.     Trust Indenture Act Controls.  If any provision of the Indenture as amended hereby limits, qualifies, or conflicts with another provision which is required to be included in the Indenture by the TIA, the required provision shall control.

                    2.3.     Severability.   In case any provision in the Indenture as amended hereby or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

                    2.4.     Governing Law.  THIS FIRST SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

                    2.5.     Counterparts.  This First Supplemental Indenture may be executed in any number of counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts shall together constitute the same instrument.

                    2.6.     Trustee.  The Trustee makes no representations as to the validity or sufficiency of this First Supplemental Indenture.  The statements herein are deemed to be those of the Company and not of the Trustee.

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                    IN WITNESS WHEREOF, the undersigned, being duly authorized, have executed this First Supplemental Indenture on behalf of the respective parties hereto as of the date first above written.

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