Unassociated Document


    Exhibit
      10.6

     

    FOURTH
      AMENDMENT

    TO
      THE

    PMA
      CAPITAL CORPORATION RETIREMENT SAVINGS EXCESS PLAN

    (As
      Amended and Restated Effective January 1, 2000)

     

    


     

    WHEREAS,
      PMA
      Capital Corporation
      (the
“Company”) maintains the PMA
      Capital Corporation Retirement Savings Excess Plan
      (the
“Plan”) for the purpose of providing certain eligible employees of the Company
      and certain of its participating affiliates with benefits that would be provided
      under the PMA
      Capital Corporation Retirement Savings Plan
      but for
      the limitations imposed by Sections 401(k), 401(m), 415 and 401(a)(17) of the
      Internal Revenue Code of 1986, as amended (the “Code”); and

     

    WHEREAS,
      the
      Plan was most recently amended and restated effective January 1, 2000 and has
      since been modified by the First Amendment thereto effective January 1, 2003,
      by
      the Second Amendment thereto effective January 1, 2004 and by the Third
      Amendment thereto effective January 1, 2006; and

     

    WHEREAS,
      the
      Company desires to clarify that Retirement Credits under the Plan are intended
      to be based on “compensation” that includes Employee Pre-Tax Credits to the
      Plan; and

     

    WHEREAS,
      under
      Sections 8.1(a) and 10.4 of the Plan, the Company has reserved the right to
      amend the Plan with respect to all Participating Companies at any time, subject
      to certain inapplicable limitations;

     

    NOW,
      THEREFORE,
      effective January 1, 2006, the Company hereby amends the Plan as
      follows:

     

    I.  Section
      4.6 of the Plan is amended in its entirety to read as follows:

     

    “4.6 Retirement
      Credits.
      For
      each calendar quarter for which a Participant is entitled to a Retirement
      Contribution under the Qualified Plan, the Plan Sponsor shall credit each
      Participant’s Excess Retirement Savings Plan Account with Retirement Credits in
      an amount equal to:

     

    (a) The
      amount of Retirement Contributions that would have been made for the calendar
      quarter on behalf of the Participant, but for the limitations of Sections
      401(a)(17) and 415 of the Code and deeming “compensation” to include Employee
      Pre-Tax Credits to this Plan; minus

     

    (b) The
      amount of Retirement Contributions actually made to the Qualified Plan on behalf
      of the Participant for the calendar quarter.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    IN
      WITNESS WHEREOF, PMA CAPITAL CORPORATION
      has
      caused these presents to be duly executed, under seal, this 20 day of December,
      2006.

     

    


     

    


     

    
      	
              Attest:

               

            	 	
              PMA
                CAPITAL CORPORATION

               

            
	
              [SEAL]

               

            	 	 
	 	 	
              /s/
                Andrew J. McGill

            
	 	 	
              Andrew
                J. McGill

            
	 	 	
              Vice
                President, Human Resources

            


    

    
 

    2