Exhibit 10.4


     

    Exhibit
      10.4

     

    


     

     

    


     

    SECOND
      AMENDMENT

     

    TO
      THE

     

    PMA
      CAPITAL CORPORATION 401(k) EXCESS PLAN

     

    (As
      Amended and Restated Effective January 1, 2000)

     

    


     

    


     

    July
      2004

     

    


     

    


     


    
      
         

      

      
         

        
          

        

      

      
         

      

    



    SECOND
      AMENDMENT

    TO
      THE

    PMA
      CAPITAL CORPORATION 401(k) EXCESS PLAN

    (As
      Amended and Restated Effective January 1, 2000)

    


    WHEREAS,
      PMA Capital Corporation (then
      known as the Pennsylvania Manufacturers Corporation) (the “Plan Sponsor”)
      previously established the PMA
      Capital Corporation Executive Deferred Compensation Plan
      (then
      known as the PMC Executive Deferred Compensation Plan) (the “Deferred
      Compensation Plan”) to provide certain benefits in excess of the benefit
      provided under the PMA
      Capital Corporation 401(k) Plan
      (then
      known as The PMC 401(k) Plan) (the “Qualified Plan”); and

     

    WHEREAS,
      the Plan
      Sponsor decided, effective January 1, 1999, to provide certain benefits
      previously provided under the Deferred Compensation Plan in a separate plan
      known as the
      PMA Capital Corporation 401(k) Excess Plan
      (the
“Plan”), and restated the Deferred Compensation Plan to, among other things,
      reflect the removal from the Deferred Compensation Plan of those provisions
      set
      forth herein;
      and

     

    WHEREAS,
      the
      Plan
      was established for the purpose of providing certain employees of the Plan
      Sponsor and certain of its affiliated employers with certain benefits that
      would
      be provided under the Qualified 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; and

     

    WHEREAS,
      the
      Plan
      is intended to be an unfunded arrangement, maintained primarily for the purpose
      of providing deferred compensation for a select group of management and/or
      highly compensated employees of the Plan Sponsor and its affiliated employers
      within the meaning of Sections 201(2) and 401(a)(1) of the Employee Retirement
      Income Security Act of 1974, as amended; and

     

    WHEREAS,
      the
      Plan was last amended and restated effective January 1, 2000 and was amended
      by
      the First Amendment thereto effective January 1, 2003; and

     

    WHEREAS,
      the
      Plan
      Sponsor now desires to amend the Plan to clarify the disposition of forfeitures
      under the Plan, effective January 1, 2004; and

     

    WHEREAS,
      under
      Sections 8.1(a) and 10.4 of the Plan, the Plan Sponsor 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, 2004, except as otherwise specifically provided herein,
      the
      Plan Sponsor hereby amends the Plan as follows:

     

    1.           
      Section
      6.7 of the Plan is amended to read as follows:

     

    6.7 Reduced
      Benefit upon Request following a Change of Control.
      Within
      60 days following a Change of Control, a Participant may elect in writing to
      receive an immediate distribution of a reduced benefit under the Plan. If the
      Participant makes such an election under this Section 6.7, the amount of the
      reduced benefit shall equal the balance credited to the Participant's Excess
      401(k) Plan Account, reduced by the lesser of 5% of the balance or
      $25,000.
      The
      amount by which the benefit is reduced shall be automatically forfeited without
      any further action or consent of the Participant. Any forfeiture made as a
      result of this Section 6.7 shall be used as follows: first, to pay Plan
      administrative expenses, and second, to reduce the amount of Participating
      Company contributions to the Plan.

     

    
      
         

      

      
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    IN
      WITNESS WHEREOF, PMA CAPITAL CORPORATION has
      caused these presents to be duly executed, under seal, this 1st day of July,
      2004.

     

    
      	
              Attest:

            	 	
              PMA
                CAPITAL CORPORATION

            
	
              [SEAL]

               

            	 	 
	
              /s/
                Robert L. Pratter

            	 	
              /s/
                William E. Hitselberger

            
	
              Robert
                L. Pratter, Secretary

            	 	
              William
                E. Hitselberger, Senior
                Vice President,

            
	 	 	
              Treasurer
                & Chief Financial Officer

               

            


    

     

     

    
 

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