EX-23.2


    Exhibit
      10.17

    


    


     

    


    


    FIRST
      AMENDMENT

    TO
      THE

    PMA
      CAPITAL CORPORATION EXECUTIVE MANAGEMENT PENSION PLAN

    (As
      Amended and Restated Effective January 1, 2000)

     

    


    


     

    


     

    May
      2003

     

     

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    



    FIRST
      AMENDMENT

    TO
      THE

    PMA
      CAPITAL CORPORATION EXECUTIVE MANAGEMENT PENSION PLAN

    (As
      Amended and Restated Effective January 1, 2000)

     

    WHEREAS,
      some
      executives hired in mid-career by PMA
      Capital Corporation
      (formerly known as the Pennsylvania Manufacturers Corporation) (the “Plan
      Sponsor”) are not able to be credited under the PMA Capital Corporation Pension
      Plan (formerly known as The PMC Pension Plan) (the “Pension Plan”) with the
      maximum number of years of Benefit Service allowable under the Pension Plan
      (“Short Service Reduction”); and

     

    WHEREAS,
      Sections 401(a)(17) and 415 of the Internal Revenue Code of 1986, as amended,
      place limitations (the “Sections 401(a)(17) and 415 Limitations”) on the
      retirement benefits which can be paid to participants in the Pension Plan;
      and

     

    WHEREAS,
      the
      Plan Sponsor established the PMA Capital Corporation Supplemental Executive
      Retirement Plan (formerly
      known as The PMC Supplemental Executive Retirement Plan) (the “PMA SERP”),
      effective January 1, 1993, to provide supplemental executive retirement benefits
      for the purposes of offsetting the Sections 401(a)(17) and 415 Limitations
      and
      the Short Service Reduction to a select group of management and highly
      compensated employees within the meaning of Sections 201(2) and 401(a)(1) of
      the
      Employee Retirement Income Security Act of 1974, as amended (“ERISA”);
      and

     

    WHEREAS,
      the
      Plan Sponsor established a separate plan, the PMA
      Capital Corporation Executive Management Pension Plan (the
      “Plan”), effective January 1, 1999, to provide to a select group of management
      and highly compensated employees within the meaning of Sections 201(2) and
      401(a)(1) of ERISA the Short Service Reduction benefits previously provided
      under the PMA SERP; and

     

    WHEREAS,
      the
      Plan
      is intended to continue 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 ERISA;
      and

     

    WHEREAS,
      the
      Plan was last amended and restated effective January 1, 2000; and

     

    WHEREAS,
      the
      Plan
      Sponsor now desires to amend the Plan to comply with the revised claims
      procedures of the Department of Labor, to reflect the current Affiliated
      Employers participating in the Plan (the “Participating Companies”) and to make
      certain other changes effective January 1, 2003, except as otherwise
      specifically provided herein; and

     

    WHEREAS,
      under
      Sections 7.2(a) and 8.4 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, 2003, except as otherwise specifically provided herein,
      the
      Plan Sponsor hereby amends the Plan as follows:

     

    1. The
      Plan is amended by adding, after Section 1.23, a new Section 1.24 to read as
      follows:

     

    1.24 Total
      Disability.
      Total
      Disability as defined in the Pension Plan.

     

    2. Section
      4.3 of the Plan is amended to indicate that “Total Disability” is now a defined
      term under the Plan as follows:

     

    4.3 Change
      of Control during Employment.
      Upon a
      Change of Control, or within two years thereafter, regardless of whether or
      not
      the Plan has been terminated during such period, if the Participating Company
      (or any successor corporation) shall terminate the Participant's employment
      for
      other than Cause or if the Participant shall terminate employment for Good
      Reason or retirement, death, or Total Disability, then the 

     

    
      
         

      

      
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    Participant
      shall become eligible for, and entitled to receive, the Participant's Past
      Service Retirement Benefit. The Participant's Past Service Retirement Benefit
      under this provision shall be paid out in a lump sum upon such termination
      of
      employment. Such benefit shall be paid by the Participating Company (or any
      successor corporation) to the Participant in a lump sum, in cash, within ninety
      days following the date of termination. Such amount will be calculated as the
      Actuarial Equivalent of the Participant's Past Service Retirement Benefit
using
      the assumptions for determining Actuarial Equivalence provided under the Pension
      Plan for determining lump sum distributions.
      Any
      Participant who remains employed by the Participating Company (or any successor
      corporation) for two or more years after a Change of Control shall receive
      the
      Past Service Retirement Benefit in accordance with Sections 4.1 and 4.2
      hereof.

     

    3. Section
      6.10 of the Plan is amended to read as follows:

     

    6.10 Claims
      Procedure.

     

    (a) Claims
      for Benefits.
      All
      claims for benefits under the Plan shall be made in writing on the Appropriate
      Form furnished to the applicant by the Administrator and shall be signed by
      the
      applicant (hereinafter referred to as the “Claimant”). Claims shall be submitted
      to a representative designated by the Administrator and hereinafter referred
      to
      as the “Claims Coordinator”.

     

    Each
      claim hereunder shall be acted on and approved or disapproved by the Claims
      Coordinator within 90 days following the receipt by the Claims Coordinator
      of
      the information necessary to process the claim.

     

    (b) Claims
      Review Procedure.

     

    (i) Notice.
      In the
      event the Claims Coordinator denies a claim for benefits, in whole or in part,
      the Claims Coordinator shall notify the Claimant in writing or electronically
      of
      the denial of the claim and notify such Claimant of his/her right to a review
      of
      the Claims Coordinator's decision by the Administrator. Any electronic
      notification shall comply with the standards imposed by 29 CFR §
2520.104b-1(c)(i), (iii) and (iv). Such notice by the Claims Coordinator shall
      also set forth, in a manner calculated to be understood by the
      Claimant:

     

    (1) The
      specific reason for such denial,

     

    (2) Reference
      to the specific Plan provisions on which the denial is based,

     

    (3) A
      description of any additional material or information necessary for the Claimant
      to perfect the claim, with an explanation of why such material or information
      is
      necessary,

     

    (4) Appropriate
      information as to the steps to be taken if the Claimant wishes to submit his
      or
      her claim for review, and

     

    (5) A
      statement of the Claimant's right to bring a civil action under Section 502(a)
      of ERISA following an adverse determination on review.

     

    (ii) Time
      within which to Give Notice.

     

    (1) Claim
      for Benefits Other than Total Disability Benefits.
      The
      notice described in Section 6.10(b)(i) shall be forwarded to the Claimant within
      90 days of the Claims Coordinator's receipt of the claim for benefits other
      than
      a claim that relates to benefits in connection with Total Disability; provided,
      however, that in special circumstances the Claims Coordinator may extend the
      response period for up to an additional 90 days, in which event it shall notify
      the Claimant in writing of the extension and shall specify the reason(s) for
      the
      extension.

     

    
      
         

      

      
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    (2) Claim
      for Total Disability Benefits.
      If the
      claim relates to benefits in connection with Total Disability, the notice
      described in Section 6.10(b)(i) shall be forwarded to the Claimant within 45
      days of the Claim Coordinator’s receipt of the claim. If the Claims Coordinator
      determines that, due to matters beyond the control of the Plan, the Claims
      Coordinator will not be able to respond to the claim within such 45-day period,
      the Claims Coordinator may extend the response period for one or two additional
      periods of up to 30 days each by providing the Claimant with notice describing
      the circumstances that necessitate the extension and the date as of which the
      Claims Coordinator anticipates that it will render its decision. Each such
      notice must be conveyed to the Claimant prior to the commencement of an
      extension.

     

    (iii) Review
      of Claim Denial.

     

    (1) Non-Total
      Disability Claim.
      Within
      60 days of receipt of a notice of claim denial other than a claim denial
      relating to benefits in connection with Total Disability, a Claimant or his
      or
      her duly authorized representative may petition the Administrator in writing
      for
      a full and fair review of the denial. The Claimant or his or her duly authorized
      representative shall have the opportunity to review pertinent documents and
      to
      submit issues and comments in writing to the Administrator. The Claimant shall
      be provided on request, and free of charge, reasonable access to, and copies
      of,
      all documents, records, and other information relevant to the claim for
      benefits. The review shall take into account all information submitted by the
      Claimant without regard to whether such information was submitted or considered
      in the initial benefit determination. The Administrator shall review the denial
      and shall communicate its decision and the reasons therefor to the Claimant
      in
      writing within 60 days of receipt of the petition; provided, however, that
      in
      special circumstances the Administrator may extend the response period for
      up to
      an additional 60 days, in which event it shall notify the Claimant in writing
      prior to the commencement of the extension. If the Administrator makes an
      adverse benefit determination on review, it shall provide the Claimant with
      the
      information described in Section 6.10(b)(i).

     

    (2) Total
      Disability Benefit Claim.
      If the
      claim relates to benefits in connection with Total Disability, the procedure
      described in Section 6.10(b)(iii)(1) shall be modified as follows:

     

    (A) All
      references to 60 days shall be changed to 45 days, except that a Claimant shall
      have 180 days to file an appeal.

     

    (B) The
      Disability Claims Coordinator, not the Administrator, shall be the named
      fiduciary responsible for determining the appeal. The Disability Claims
      Coordinator may not make such determination if the Disability Claims Coordinator
      (or a subordinate of the Disability Claims Coordinator) was consulted in
      connection with the initial claim for benefits.

     

    (C) The
      notice of extension shall describe the circumstances that require the extension;
      must include the date as of which the Disability Claims Coordinator anticipates
      that it will render its decision; and must be communicated to the Claimant
      prior
      to the commencement of the extension.

     

    (D) The
      review shall not afford deference to the initial adverse benefit
      determination.

     

    (E) When
      the
      appeal is based on a medical judgment, the Disability Claims Coordinator shall
      consult with a health care professional who has appropriate experience and
      training in the field involved in determining the Claimant’s Total Disability
      and shall identify all medical and vocational experts 

     

    
      
         

      

      
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    whose
      advice was obtained in connection with the appeal. A health care professional
      may not be consulted under this Section 6.10(b)(iii)(2)(E) if the health care
      professional (or a subordinate of such individual) was consulted in connection
      with the initial claim for benefits.

     

    (F) If
      the
      Disability Claims Coordinator makes an adverse benefit determination on review,
      the Disability Claims Coordinator shall provide the Claimant with a statement
      that the Claimant is entitled to receive or request reasonable access to, and
      copies of, all information relevant to the claim for benefits, including
      internal rules, guidelines, and protocols (to the extent relied upon) and a
      statement regarding voluntary alternative dispute resolution
      options.

     

    (c) Authorized
      Representative.
      Any
      Claimant may be represented by an authorized representative. The Administrator
      may, however, determine reasonable procedures to determine whether an individual
      is authorized to act on behalf of an individual.

     

    (d) Administrative
      Safeguards.
      The
      Administrator shall determine administrative safeguards designed to ensure
      and
      verify that all determinations are made in accordance with governing Plan
      documents and that all Plan provisions are applied consistently with respect
      to
      similarly situated Claimants.

     

    (e) Tolling
      of Response Periods.
      The
      response periods described in Sections 6.10(b)(ii) and (iii) shall be tolled
      for
      periods during which the Claimant is responding to a request for additional
      information that the Administrator has determined is necessary to process the
      Claimant’s claim. The Claimant shall have not less than 45 days to provide the
      requested information. The response periods described in Sections 6.10(b)(ii)
      and (iii) shall recommence when the Claimant provides the requested
      information.

     

    (f) Compliance
      with Regulations.
      It is
      intended that the claims procedure of this Plan be administered in accordance
      with the claims procedure regulations of the Department of Labor set forth
      in 29
      CFR § 2560.503-1.

     

    4. Plan
      Appendix A - List of Participating Companies is hereby amended, effective August
      7, 2002, to read as follows:

     

    (a) PMA
      Capital Corporation

     

    (b) Pennsylvania
      Manufacturers' Association Insurance Company

     

    (c) PMA
      Capital Insurance Company

     

    (d) Caliber
      One Management Company, Inc.

     

    (e) PMA
      Management Corp.

     

    (f) PMA
      Re Management Company

     

    5. The
      Plan is further amended, effective August 7, 2002, by deleting therefrom the
      Plan Adoption Agreement for Caliber One Indemnity Company since Caliber One
      Indemnity Company is no longer a Participating Company.

     

    
      
         

      

      
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    IN
      WITNESS WHEREOF, PMA CAPITAL CORPORATION has
      caused these presents to be duly executed, under seal, this 12 day of May,
      2003.

     

    
      	
              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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