**Exhibit
10.35**





EXECUTION COPY








*BANC OF AMERICA SECURITIES LLC*




















$15,000,000 AGGREGATE PRINCIPAL AMOUNT




PMA Capital Corporation




6.50% SENIOR SECURED CONVERTIBLE DEBENTURES




DUE 2022




Purchase Agreement




dated November 10, 2004


















Table of Contents





**Section
      1.**
    **Representations
      and Warranties of the Company**
    **2****Section
      2.**
    **Purchase,
      Sale and Delivery of the Securities**
    **10****Section
      3.******
    **Additional
      Covenants of the Company**
    **11****Section
      4.******
    **Payment
      of Expenses**
    **14****Section
      5.**
    **Conditions
      of the Obligations of the Initial Purchaser**
    **14****Section
      6.**
    **Representations,
      Warranties and Agreements of Initial Purchaser**
    **17****Section
      7.******
    **Indemnification**
    **17****Section
      8.******
    **Contribution**
    **20****Section
      9.******
    **Termination
      of this Agreement**
    **21****Section
      10.**
    **Representations
      and Indemnities to Survive Delivery**
    **21****Section
      11.******
    **Notices**
    **21****Section
      12.******
    **Successors**
    **22****Section
      13.******
    **Partial
      Unenforceability**
    **22****Section
      14.******
    **Governing
      Law Provisions**
    **22****Section
      15.******
    **General
      Provisions**
    **22**
















Purchase Agreement




















th










Company Initial Purchaser Securities




Common Stock Rights Agreement Conversion Shares “Indenture Trustee




Commission Securities
Act




Registration Rights Agreement Registration Statement






















Rule 144A




Offering Memorandum Preliminary Offering
Memorandum Final Offering Memorandum Offering
Memorandum Preliminary Offering Memorandum Final Offering Memorandum








Section 1. Representations and Warranties of the Company












provided Schedule B








Trust Indenture Act
































Transaction Documents Material Adverse Change




Schedule
A














































Default Existing Instrument


















Debt Repayment Triggering
Event




Exchange Act




AICPA


































Company Filed
Documents








Intellectual Property Rights





























































Investment Company Act


























Environmental
Laws



































































Section 2. Purchase, Sale and Delivery of
the Securities








The Securities




The Closing Date . Closing Date




Payment for the Securities .




Delivery of the Securities .


















.




Section 3. Additional
Covenants of the Company








The Initial Purchaser’s Review of Proposed Amendments
and Supplements.




Amendments and Supplements to the Offering Memorandum
and Other Securities Act Matters .




Copies of Offering Memorandum .


















Blue Sky
Compliance .




Rule 144A Information.




Legends.




No General Solicitation.


















No Integration.




Rule 144 Tolling.




Use of Proceeds .




Transfer Agent .




Agreement Not to Offer or Sell Additional
Securities . provided however Schedule C




Investment Limitation .




No Manipulation of Price


















Inclusion Conversion Shares .




Section 4. Payment of Expenses .








Section 5. Conditions of the Obligations of the Initial
Purchaser








Accountants’ Comfort Letter.




No Material Adverse Change or Rating Agency
Change .


























Opinion of Counsel for the Company Exhibit A




Opinion of General Counsel of the Company




Exhibit B




Opinion of Counsel for the Initial
Purchaser .




Officers’ Certificate .
















Bring-down Comfort Letter


















Registration Rights Agreement .




Lock-Up Agreement from Chairman of the Board
and Executive Officers of the Company . Exhibit C Schedule C




PORTAL Designation .




Additional Document s.








Section 6. Representations, Warranties and Agreements of Initial
Purchaser










































Section 7. Indemnification




Indemnification of the Initial Purchaser.




Indemnification of the Company, its Directors and
Officers.


















Schedule B




Notifications and Other Indemnification
Procedures.




Settlements.






















Section 8. Contribution








provided, however,


























Section 9. Termination of this
Agreement








Section 10. Representations and Indemnities to Survive Delivery
























Section 11. Notices .














th





























Section 12. Successors




successors




Section 13. Partial Unenforceability








Section 14. Governing Law
Provisions








Section 15. General Provisions






























SIGNATURE PAGE FOLLOWS


























PMA CAPITAL CORPORATION








/s/ William Hitselberger

























BANC OF AMERICA SECURITIES LLC










/s/ Derek Dillon

















SCHEDULE A





Subsidiaries




































































SCHEDULE B







Statements Provided by Initial Purchaser




























SCHEDULE C




Persons subject to “Lock-Up” Agreements pursuant to Section
5(i)







1.
    Neal C. Schneider2.
    Vincent T. Donnelly3.
    William E. Hitselberger4.
    Robert L. Pratter























EXHIBIT A




FORM OF OPINION OF COUNSEL FOR THE COMPANY TO BE DELIVERED
PURSUANT TO SECTION 5(c) OF THE PURCHASE AGREEMENT




Exhibit A
































Rights Rights Agreement


















































Conversion Shares Securities Act


























Exchange Act
Documents






















EXHIBIT B






FORM OF OPINION OF COUNSEL FOR THE COMPANY TO BE DELIVERED
PURSUANT TO SECTION 5(d) OF THE PURCHASE AGREEMENT




Exhibit B








Exchange Act
























































EXHIBIT C










th







Company








Common Stock Offering












SIGNATURE PAGE FOLLOWS
























































(and indicate capacity of person signing if


signing as trustee, or on behalf


of an entity)










C-2