Exhibit 10.5

Exhibit 10.5

    SECOND
      AMENDMENT

    TO
      THE

    PMA
      CAPITAL CORPORATION

    SUPPLEMENTAL
      EXECUTIVE RETIREMENT PLAN

    (As
      Amended and Restated Effective January 1, 2000)

     

    


     

    WHEREAS,
      PMA
      Capital Corporation (the
      “Company”) maintains the PMA
      Capital Corporation Supplemental Executive Retirement Plan
      (the
“Plan”) to provide supplemental executive retirement benefits to a select group
      of management and highly compensated employees of the Company and certain
      participating affiliates; 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;
      and

     

    WHEREAS,
      the
      Company has determined that the PMA Capital Corporation Pension
      Plan (the “Pension Plan”) shall be amended to freeze benefit accrual thereunder
      effective December 31, 2005, and that, in lieu of future benefit accruals under
      the Pension Plan, eligible employees shall be entitled to receive non-matching,
      age-based employer contributions under the PMA Capital Corporation Retirement
      Savings Plan, and, if eligible, additional retirement credits under the PMA
      Capital Corporation Retirement Savings Excess Plan; and

     

    WHEREAS,
      the
      Company now desires to amend the Plan so as to similarly freeze benefit accrual
      under the Plan;

     

    NOW,
      THEREFORE,
      effective December 31, 2005, the Company hereby amends the Plan as
      follows:

     

    1. A
      new
      Article IX is added to the Plan to read as follows:

     

    “ARTICLE
      IX - FREEZING OF THE PLAN

     

    9.1 Freezing
      of the Plan.
      The
      Plan shall be frozen effective December 31, 2005 (the “Freeze Date”). Pursuant
      to the freezing of the Plan:

     

    (a) No
      Eligible Officer shall become a Participant nor resume active participation
      in
      the Plan after the Freeze Date;

     

    (b) Each
      Participant’s Excess Retirement Benefit shall be deemed to be frozen as of the
      Freeze Date, and the amount of such Excess Retirement Benefit shall be
      unaffected by any service that the Participant may perform for, or any
      compensation that he or she may receive from, a Participating Company after
      the
      Freeze Date; and

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (c) Following
      the Freeze Date, each Participant’s vested right to his or her Excess Retirement
      Benefit shall continue to be determined in accordance with Section 3.1 of the
      Plan.

     

    Any
      provision of the Plan that would otherwise provide for either (1) the
      commencement or resumption of Plan participation, or (2) the continuing accrual
      of benefits, after the Freeze Date (including, without limitation, Sections
      2.1,
      2.2 and 5.1) is hereby superseded to the extent that it would so
      provide.”

     

    


     

    IN
      WITNESS WHEREOF, PMA CAPITAL CORPORATION
      has
      caused these presents to be duly executed, under seal, this 24th day
      of October, 2005.

     

     

     

    
      	
              Attest:

            	
              PMA
                CAPITAL CORPORATION

            
	
              [SEAL]

            	 
	 	 
	
              /s/
                Robert L. Pratter

            	
              /s/
                William E. Hitselberger

            
	
              Robert
                L. Pratter, Secretary

            	
              William
                E. Hitselberger, Executive Vice President and Chief Financial
                Officer

            


    

     

    
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