Exhibit
2.4







December
12, 2008


William
E, Hitselberger


Executive
Vice President, Chief Financial Officer


PMA
Capital Corporation


380
Sentry Parkway


Blue
Bell, Pennsylvania 19422


Dear Mr.
Hitselberger:


Reference
is hereby made to that certain Stock Purchase Agreement, dated as of March 28,
2008, between Armour Reinsurance Group Limited ("Armour Re**) and PMA Capital
Corporation ("PMA"), as amended by that certain Letter Agreement, dated as of
September 11, 2008, between Armour Re and PMA (as amended, modified or
supplemented from time to time, the "Purchase Agreement"), providing for the
sale by PMA to Armour Re of the Shares (as defined in the Purchase Agreement),
which represent ownership interests in certain of PMA's subsidiaries.
Capitalized terms used and not otherwise defined herein shall have the meanings
ascribed to them in the Purchase Agreement.


The
undersigned, being all of the parties to the Purchase Agreement, hereby agree to
amend and restate Section 11.1.4 of the Purchase Agreement in its entirety as
follows:


by either
party, if the Closing has not occurred prior to March 31, 2009 or such later
date as the parties may mutually agree; provided that no
party may terminate this Agreement if the Closing has not occurred by reason of,
or as a result of, such party's failure to take any action required to fulfill
any of its obligations hereunder.


Except as
expressly amended hereby, the Purchase Agreement, as amended by this letter
agreement, shall continue to be and shall remain in full force and effect in
accordance with its
terms. This letter agreement shall not constitute an amendment or waiver of any
provision of the Purchase Agreement except as expressly set forth herein. In the
event of any inconsistency between this letter agreement and the Purchase
Agreement, with respect to matters set forth herein, this letter agreement shall
take precedence.


This
letter agreement shall be governed by and construed in accordance with the laws
of the Commonwealth of Pennsylvania applicable to agreements made and to be
performed entirely within such Commonwealth without giving effect to the
conflicts of law principles of such Commonwealth.


This
letter agreement may be executed in any number of counterparts, and by the
parties on separate counterparts. Each counterpart shall constitute an original
of this letter agreement, hut all such counterparts shall together constitute
one and the same instrument.








2





If the foregoing accurately sets forth
our agreement and understanding, please so indicate by countersigning and dating
a copy of this letter agreement and returning it to the
undersigned.  Upon such countersignature and delivery, this letter
agreement shall become effective as of the date first written
above.


ARMOUR
      REINSURANCE GROUP
                  LIMITEDBy:
      /s/ Pauline
      RichardsName:
      Pauline RichardsTitle:
      Chief Operating Officer
 
 
 Accepted
and Agreed as of the date first written above:
   PMA
CAPITAL CORPORATION
 
 
 By:/s/ William E.
Hitselberger
 Name:
William E. Hitselberger
 Title:
Executive Vice President and Chief Financial
 Officer
 
 cc:
                Senior
      Vice President and General CounselPMA
      Capital Corporation 380 SentryParkway
      Blue Bell, Pennsylvania 19422Sean
      KeyvanSidley
      Austin LLPOne
      South Dearborn StreetChicago.
      Illinois 60603