FORM OF CONTROL AGREEMENT

|December 4, 2001
|----------------

Fleet National Bank, as Custodian
777 Main Street
Hartford, CT 06103

Re: PMA Capital Corporation

Ladies and Gentlemen:

Please be
advised that PMA Capital Corporation and __________________________ (each
individually, Pledgor and collectively, Pledgors) and
Fleet National Bank, as agent (the Agent) for the banks and other
financial institutions parties to the Credit Agreement (hereinafter defined),
under a certain Letter of Credit Agreement dated the date hereof (the
Credit Agreement), entered into a certain Pledge and Security
Agreement dated the date hereof (the Pledge Agreement), pursuant to
which Pledgors assigned to and granted to the Agent a security interest in and
lien upon Securities Account No. 0002576980 entitled Account of
Pennsylvania Manufacturers Association Insurance Company for the benefit
of Fleet National Bank, as agent and secured party (the Securities
Account) held by Fleet National Bank as Custodian (Securities
Intermediary) under a Custody Agreement executed on or before the date
hereof, and upon all Collateral (as such term is defined in the Pledge
Agreement), a copy of which is attached hereto.

In connection
with the financing arrangement between Pledgors and the Agent, and in order to
establish the Agents control of the Collateral under and
pursuant to the Uniform Commercial Code in effect in the Governing Law State, as
hereafter defined (the UCC), for valuable consideration and
intending to be legally bound, it is hereby agreed by and among Pledgors,
Securities Intermediary, and the Agent, as follows:

1. Possession of Collateral. Securities Intermediary
acknowledges, represents, warrants and agrees that: (a) the Securities Account
is held by Securities Intermediary in the name of the Pledgors and the
Collateral is held by Securities Intermediary for Pledgors in the Securities
Account, (b) Securities Intermediary is a securities intermediary
(within the meaning of Article 8 of the UCC), (c) Pledgors interest as an
entitlement holder (within the meaning of Article 8 of the UCC) of
the Collateral appears on Securities Intermediarys books and records but
the Agent has dominion and control (including control (within the
meaning of Article 8 of the UCC)) over the Securities Account and all assets
therein, and (d) Securities Intermediary will treat all Collateral as
financial assets under Article 8 of the UCC.

2. Securities Account. Securities Intermediary
acknowledges that this Agreement constitutes written notification to Securities
Intermediary, pursuant to Articles 8 and 9 of the UCC and applicable federal
regulations for the Federal Reserve Book Entry System, of the

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Agents security interest in the Collateral. Pledgors irrevocably
direct Securities Intermediary to make all notations in the records of Securities
Intermediary pertaining to the Securities Account that are necessary or appropriate to
reflect the pledge described above (the Pledge). Securities Intermediary
acknowledges and agrees that all of the Collateral is and will continue to be held by it
subject to the first, perfected security interest of the Agent.

3. Disclaimer of Interest; Subordination.Securities
Intermediary agrees that it has no present security interest or other lien on
the Collateral, and acknowledges that it has not received notice of any other
security interest in the Collateral. In the event that any such notice is
received, Securities Intermediary shall promptly (within three business days)
notify the Agent. Securities Intermediary hereby subordinates any lien,
encumbrance or claim it may now have or may have at any time in the future
against the Securities Account, or any financial or other asset credited to the
Securities Account, to the security interest of the Agent.

4. No Liens on Collateral. Pledgors represent to the Agent that the
Collateral is free and clear of any liens or encumbrances, and agree that no further or
additional liens or encumbrances will be placed on the Collateral without the express
written consent of the Agent.

5. Maintenance of the Account; Setoff and Customary Charges.Securities Intermediary agrees that unless the Agent consents, Securities
Intermediary will not exercise any right of setoff, or assert any security
interest or other lien against the Collateral that Securities Intermediary may
have on account of any credit or other obligation owed by Pledgors or any other
person. Securities Intermediary further agrees that unless the Agent consents,
it will not invade the assets in the Securities Account to cover margin debts or
calls in any other accounts of Pledgors. Securities Intermediary may, from time
to time, debit the Securities Account for customary charges due to it for
maintaining the Account that have not been separately paid or reimbursed.

6. Account Information. Pledgors irrevocably authorize and direct
Securities Intermediary to send copies of all notices, statements and all other
communications concerning the Securities Account to the following address or such other
address as may be specified in written instructions from the Agent:

Fleet National Bank, as Agent
777 Main Street
Hartford, CT 06103
Attn: Anson T. Harris, Director

Securities
Intermediary agrees to provide to the Agent, with a duplicate copy
simultaneously to Pledgors at their respective addresses set forth in the Pledge
Agreement, a monthly statement of assets and a confirmation statement of each
transaction effected in the Securities Account after such transaction is
effected.

7. Instructions; Control.(a) Pledgors irrevocably
instruct Securities Intermediary to follow instructions received from the Agent,
furnished in writing, without further consent of

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Pledgors, concerning: (1) the
payment or reinvestment of dividends or distributions; and (2) the
redemption, transfer, sale or any other disposition or transaction
concerning the Collateral or the income and principal proceeds, substitutions and
reinvestment thereof. Unless and until Securities Intermediary receives written notice
from the Agent terminating this Agreement, Securities Intermediary agrees to honor any
and all instructions from the Agent with respect to the Collateral, including any
direction from the Agent to dispose of all or any portion of the Collateral at any time,
without any further consent or instruction from Pledgors. Provided, however:

(i)
In accordance with Section 7 of the Pledge Agreement, Pledgors may withdraw and receive
free and clear of the Agents security interest hereunder (i) all cash dividends,
interest and premiums declared and paid on the Collateral and (ii) any portion of the
Collateral if the Discounted Collateral Value (as such term is defined in the Credit
Agreement) is greater than 105% of the Letter of Credit Exposure (as such term is defined
in the Credit Agreement), all as more fully set forth in Section 2.14 of the Credit
Agreement.

(ii)
In accordance with Section 7 of the Pledge Agreement, Pledgors may originate trading
instructions to Securities Intermediary to make substitutions for and additions to the
Collateral, all of which are Collateral to be held in the Securities Account subject to
the Pledge in favor of the Agent.

No withdrawal of Collateral from the Securities Account by
Pledgors will be permitted under any circumstances, except to the extent set
forth in the Pledge Agreement. Any additional securities delivered to the
Securities Account will be subject to the Pledge, without the necessity for any
further documentation. Any such income or collateral substitution rights granted
to Pledgors may be revoked in writing at any time solely by the Agent.

(b) Until
written instructions from the Agent are received by Securities Intermediary to
the contrary, Pledgors shall be entitled to continue to give Securities
Intermediary instructions as to the Collateral and as to the purchase of assets
for and disposition of assets in the Securities Account. Provided, however:

(i)
Pledgors may not, without the Agents prior written consent, withdraw any sums or
other assets from the Securities Account if the aggregate market value of the remaining
Collateral would be less than the minimum value of the Collateral required by Section
2.14 of the Credit Agreement.

(ii)
Assets purchased for the Securities Account must meet the criteria of Eligible
Collateral defined in the Credit Agreement.

(c) To the
extent permitted by applicable law, the Commonwealth of Massachusetts shall be
deemed to be Securities Intermediarys jurisdiction for the purposes of
this Agreement and the perfection and priority of the Agents security
interest in the Collateral. In the event that the Securities Intermediary no
longer serves as custodian for the Collateral, the Collateral shall be
transferred to a successor custodian satisfactory to the Agent and Pledgors,
provided that prior

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to such transfer, such successor custodian executes an agreement that is
in all material respects the same as this Agreement.

8. No Consent Required; Authority of Agent.Pledgors
agree that the Agent shall be entitled, for the purposes of this Agreement, at
any time to give Securities Intermediary instructions as to the disposition or
investment of any of the Collateral, including instructions to sell, redeem,
close open trades or otherwise liquidate any assets in the account (including
instructions to re-register assets held by a clearing corporation in the name of
the Agent or to transfer assets to, or into an account in the name of the Agent)
or as to any other matters relating to the Securities Account, without the
consent of Pledgors. Securities Intermediary is directed to follow the
Agents instructions without investigating the reason for any action taken
by the Agent or the existence of any default under the Pledge Agreement (it
being understood and agreed that Securities Intermediary shall have no duty or
obligation whatsoever of any kind or character to have knowledge of whether or
not an event of default exists under the Pledge Agreement). The Agents
signature alone shall be sufficient authority for the exercise of any rights by
the Agent and a receipt from the Agent alone will be a full release and
discharge for Securities Intermediary.

9. Agreement of Securities Intermediary; Conflicting
Instructions.Instructions to the Securities Intermediary shall be in
writing and signed by a Vice President, Senior Vice President, Director or other
senior officer of the Agent. Pledgors acknowledge and agree that Securities
Intermediary shall be fully entitled to rely upon instructions from the Agent
given to Securities Intermediary, even if such instructions are contrary to any
instructions or demands that Pledgors may give to Securities Intermediary. In
the event that conflicting instructions as to the disposition of the Collateral
are at any time given by Pledgors and the Agent, Securities Intermediary agrees
that it shall abide by the instructions of the Agent without consent of
Pledgors.

10. Reliance on Instructions; Revocation and Amendment.Neither Securities Intermediary nor any of its respective partners,
trustees, officers, employees or affiliates will be liable for complying in good
faith with the instructions contained in this Agreement or failing to comply
with any contrary or inconsistent instructions that may be subsequently issued
by Pledgor. The instructions contained in this Agreement may be revoked and the
terms of this Agreement may be amended by Pledgors only upon the receipt by
Securities Intermediary of the Agents written consent to such revocation
or amendment, or written notification to Securities Intermediary from the Agent
that the Pledge has been terminated.

11. No Additional Duties; Custody Agreement.This
Agreement is not intended by the parties to impose or create any obligations or
duties upon Securities Intermediary greater than or in addition to the customary
and usual obligations and duties of Securities Intermediary to Pledgors under
the custody agreement(s), except and to the extent that Securities Intermediary
shall henceforth accept instructions in connection with the Collateral as
provided in this Agreement. Pledgors and the Agent acknowledge that this
Agreement supplements Pledgors; existing custody agreement(s) with Securities
Intermediary and in no way is this Agreement intended to abridge any rights that
Securities Intermediary might otherwise have.

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12. Indemnification.Pledgors hereby release Securities
Intermediary from any and all liability that may arise as a result of Securities
Intermediary acting in accordance with instructions from the Agent, and Pledgors
agree to indemnify and hold harmless Securities Intermediary, its
affiliates, officers and employees from and against any and all claims,
causes of action, liabilities, lawsuits, demands and/or damages, including, without
limitation, any and all court costs and reasonable attorneys fees, that may arise
as a result of Securities Intermediary acting in accordance with instructions from the
Agent.

13. No Other Control Agreements.Securities Intermediary
agrees that it will not enter into any agreement with any other person or entity
by which Securities Intermediary is obligated to comply with instructions from
such person or entity as to the disposition or other dealings with any of the
Collateral. Securities Intermediary agrees, that except as otherwise directed by
the Agent and as set forth in Section 5 above, not to comply with the
entitlement orders, instructions or directions of any other person.

14. Bailee in Possession. Securities Intermediary agrees to hold the
Securities Account and all of the contents including any free credit balances for and on
behalf of the Agent as bailee in possession for the Agent.

15. Reporting of Income. All items of income including dividends,
interest and other income, gain, expense and loss recognized in the Securities Account
shall be reported by Securities Intermediary in the names and tax identification numbers
of Pledgors.

16. Construction and Amendment; Conflict.If any term or
provision of this Agreement is determined to be invalid or unenforceable, the
remainder of this Agreement shall be construed in all respects as if the invalid
or unenforceable term or provision were omitted. This Agreement may not be
altered or amended in any manner without the express written consent of
Pledgors, the Agent and Securities Intermediary. This Agreement may be executed
in any number of counterparts all of which shall constitute one original
agreement. In the event of a conflict between this Agreement and any other
agreement between Securities Intermediary and Pledgors, the terms of this
Agreement shall prevail.

17. Termination; Release of Collateral.(a)This
Agreement may be terminated by Securities Intermediary upon thirty (30) days
written notice to Pledgors and the Agent. Upon delivery of such notice,
Securities Intermediary shall be under no further obligation except to hold the
Collateral in accordance with the terms of this Agreement, pending receipt of
written instructions from the Agent regarding the further disposition of the
Collateral. The rights and powers granted herein to the Agent have been granted
in order to perfect its security interest in the Securities Account, are powers
coupled with an interest and will neither be affected by the death or bankruptcy
of any Pledgor nor by the lapse of time.

(b) This
Agreement shall terminate automatically upon receipt by Securities Intermediary
of written notice executed by two officers of the Agent holding titles of Vice
President or higher that (i) all of the obligations secured by the Collateral
have been satisfied, or

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(b) all of the Collateral may be released, whichever is
sooner, and Securities Intermediary shall thereafter be relieved of all duties
and obligations hereunder. In addition, any notice from the Agent relating to
release of all or any portion of the Collateral not otherwise permitted by this
Agreement without the consent of the Agent shall be effective only if
executed by two officers of the Agent holding titles of Vice President or higher.

18. Successors and Assigns.This Agreement shall be
binding upon and inure to the benefit of the successors and assigns,
representatives and heirs, of the respective parties hereto and shall be
construed in accordance with the laws of the Commonwealth of Massachusetts (the
Governing Law State) without regard to its conflict of law
principles and the rights and remedies of the parties shall be determined in
accordance with such laws.

19. Entire Agreement. This Agreement (including the documents and
instruments referred to herein) constitutes the entire agreement and supersedes all other
prior agreements and understandings, both written and oral, among the parties with
respect to the subject matter hereof.

[Remainder of Page Intentionally Left Bank; Next Page is Signature Page]

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IN WITNESS
WHEREOF, Pledgors, the Agent and Securities Intermediary have caused this
Agreement to be executed by their duly authorized officers all as of the day
first above written.

| |                                   | 
| | --------------------------------- | 
| | PMA CAPITAL CORPORATION          
|
| | By:                               | 
| | Name:                             | 
| | Title:                            | 
|
| |                                  
|
| | By:                               | 
| | Name:                             | 
| | Title:                            | 
|
| | FLEET NATIONAL BANK, as Agent    
|
| | By:                               | 
| | Name:                             | 
| | Title:                            | 
|
| | FLEET NATIONAL BANK, as Custodian
|
| | By:                               | 
| | Name:                             | 
| | Title:                            | 
|

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