ex10-7.htm


    
      Exhibit
10.7

    

    
 

    AMENDMENT
2007-1

    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, by the Third Amendment thereto
effective January 1, 2006, and by the Fourth Amendment thereto effective January
1, 2006; and

     

    WHEREAS, the Company desires
to clarify the vesting of the Employer Matching Credits, Retirement Credits and
investment earnings attributable thereto under 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 as
provided herein, the Company hereby amends the Plan as follows:

     

    
      	
              I.  

            	
              Section
      2.35 of the Plan shall be added effective January 1, 2007 to read as
      follows:

            


    

     

    “2.35       Year of
Service shall have the same meaning given to such term under the
Qualified Plan.

     

    
      	
              II.  

            	
              Section
      5.1 of the Plan is amended in its entirety, effective as provided herein,
      to read as follows:

            


    

     

    “5.1         Vesting.

     

    (a)           Pre-Tax
Credits.  A Participant shall be 100% vested in the portion of
his or her Excess Retirement Savings Plan Account attributable to Pre-Tax
Credits and related earnings at all times.

     

    (b)           Employer
Matching Credits.  (1)  Participants who first become
Eligible Employees prior to June 1, 2007 shall be 100% vested in the portion of
their Excess Retirement Savings Plan Accounts attributable to Employer Matching
Credits and related earnings at all times.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (2)           For
Participants who first become Eligible Employees on or after June 1, 2007, a
Participant’s interest in the portion of his or her Excess Retirement Savings
Plan Account attributable to Employer Matching Credits and related earnings
shall be vested and nonforfeitable as follows:

     

    
      	
              Number
      of Years of Service

            	
              Vested
      Percentage

            
	
              Less
      than 1

            	
              0%

            
	
              1
      but less than 2

            	
              10%

            
	
              2
      but less than 3

            	
              40%

            
	
              3
      but less than 4

            	
              60%

            
	
              4
      but less than 5

            	
              80%

            
	
              5
      or more

            	
              100%

            


    

    


     

    (c)           Retirement
Credits.  A Participant’s interest in the portion of his or her
Excess Retirement Savings Plan Account attributable to Retirement Credits and
related earnings shall be vested and nonforfeitable as follows:

     

    (1)           For
Participants who ceased to be Eligible Employees prior to January 1, 2007, in
accordance with the following schedule:

     

    
      	
              Number
      of Years of Service

            	
              Vested
      Percentage

            
	
              Less
      than 5

            	
              0%

            
	
              5
      or more

            	
              100%

            


    

    


     

    (2)           For
Participants who are or who first become Eligible Employees on or after January
1, 2007, in accordance with the following schedule:

     

    
      	
              Number
      of Years of Service

            	
              Vested
      Percentage

            
	
              Less
      than 1

            	
              0%

            
	
              1
      but less than 2

            	
              20%

            
	
              2
      but less than 3

            	
              40%

            
	
              3
      but less than 4

            	
              60%

            
	
              4
      but less than 5

            	
              80%

            
	
              5
      or more

            	
              100%

            


    

    


     

    (d)           Notwithstanding
the foregoing, a Participant’s interest in his or her entire Excess Retirement
Savings Plan Account, including Employer Matching Credits, Retirement Credits
and related investment earnings, shall be 100% vested and nonforfeitable if,
while an Eligible Employee, the Participant dies, becomes Totally Disabled or
attains his or her Normal Retirement Date.”

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


     

    IN WITNESS WHEREOF, PMA CAPITAL
CORPORATION has caused these presents to be duly executed, under seal,
this 8th day of
August, 2007.

     

    


     

    
      	
              Attest:

            	
              PMA
      CAPITAL CORPORATION

            
	
              [SEAL]

            	 
      
	 
      	 
      
	 
      	
              /s/ Andrew J. McGill

            
	 
      	
              Andrew
      J. McGill

            
	 
      	
              Vice
      President, Human Resources

            


    

    


     

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