Exhibit 10.1

Exhibit 10.1

    THIRD
      AMENDMENT

    TO
      THE

    PMA
      CAPITAL CORPORATION 401(k) EXCESS PLAN

    (As
      Amended and Restated Effective January 1, 2000)

     

    


     

    WHEREAS,
      PMA
      Capital Corporation
      (the
“Company”) maintains the PMA
      Capital Corporation 401(k) 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 401(k) Plan
      (the
“Qualified 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,
      and by the Second Amendment thereto effective January 1, 2004; and

     

    WHEREAS,
      the
      Company will amend the Qualified Plan effective January 1, 2006 to implement
      thereunder a non-matching, age-based employer contribution; and

     

    WHEREAS,
      the
      Company desires to provide to participants in the Plan the non-matching,
      age-based employer contributions that would be provided under the Qualified
      Plan
      but for the limitations imposed by Sections 401(a)(17) and 415 of the Code;
      and

     

    WHEREAS,
      the
      Company also desires to rename the Plan at this time; 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 January 1, 2006, except as otherwise specifically provided herein,
      the
      Company hereby renames the Plan as the PMA
      Capital Corporation Retirement Savings Excess Plan,
      and
      also amends the Plan as follows:

     

    1. Section
      2.19 (definition of “Excess 401(k) Plan Account”) is amended to change the
      defined term to the “Excess Retirement Savings Plan Account.” Furthermore, all
      references within the Plan to the “Excess 401(k) Plan Account” are changed to
      the “Excess Retirement Savings Plan Account.”

     

    2. Section
      2.25 is amended to read as follows:

     

    “2.25 Plan
      means
      the PMA Capital Corporation Retirement Savings Excess Plan, as set forth in
      this
      document and as amended from time to time.”

     

    3. Section
      2.28 is amended to read as follows:

     

    “2.28 Qualified
      Plan
      means
      the PMA Capital Corporation Retirement Savings Plan, as amended from time to
      time.”

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4. A
      new
      Section 2.30 is added to read as follows, and all following sections of Article
      II (and all applicable cross-references) are renumbered as
      necessary:

     

    “2.30 Retirement
      Contributions
      means
      the non-matching, age-based employer contributions made by the Participating
      Company on behalf of a Participant to the Qualified Plan.”

     

    5. A
      new
      Section 2.31 is added to read as follows, and all following sections of Article
      II (and all applicable cross-references) are renumbered as
      necessary:

     

    “2.31 Retirement
      Credits
      means
      the amounts credited to a Participant’s Excess Retirement Savings Plan Account
      pursuant to Section 4.6.”

     

    6. Section
      3.2 is amended to read as follows:

     

    “3.2 Procedure
      for and Effect of Admission.
      An
      Eligible Employee shall become a Participant upon the earlier of (a) the date
      on
      which he/she has completed an Excess Salary Reduction Agreement and such other
      forms and provided such data as are reasonably required by the Administrator,
      or
      (b) the date on which a Retirement Credit is first credited to his Excess
      Retirement Savings Plan Account. By becoming a Participant, an Eligible Employee
      shall for all purposes be deemed conclusively to have assented to the provisions
      of this Plan and all amendments hereto.”

     

    7. Section
      4.1 is amended to read as follows:

     

    “4.1 Establishment
      of Plan Accounts.
      The
      Plan Sponsor shall establish and maintain on its books and records, solely
      as a
      bookkeeping entry, an Excess Retirement Savings Plan Account for each
      Participant. Each Excess Retirement Savings Plan Account will be used to
      record:

     

    (a) The
      Employee Pre-Tax Credits, Employer Matching Credits, and Retirement Credits
      credited under this Plan on behalf of the Participant pursuant to Sections
      4.3,
      4.5 and 4.6.

     

    (b) The
      credits or debits for investment earnings or losses under Section 4.7;
      and

     

    (c) The
      payments of benefits to the Participant or the Participant’s Beneficiary under
      Article VI.”

     

    8. A
      new
      Section 4.6 is added to read as follows, and all following sections of Article
      IV (and all applicable cross-references) are renumbered as
      necessary:

     

    “4.6 Retirement
      Credits.
      For
      each calendar quarter for which a Participant is entitled to a Retirement
      Contribution under the Qualified Plan, the Plan Sponsor shall credit each
      Participant’s Excess Retirement Savings Plan Account with Retirement Credits in
      an amount equal to:

     


    
      
        
        

      

      
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    (a) The
      amount of Retirement Contributions that would have been made for the calendar
      quarter on behalf of the Participant, but for the limitations of Sections
      401(a)(17) and 415 of the Code; minus

     

    (b) The
      amount of Retirement Contributions actually made to the Qualified Plan on behalf
      of the Participant for the calendar quarter.”

     

    9. Section
      4.7 (renumbered from 4.6) is amended to read as follows:

     

    “4.7 Allocation
      among Investment Options.
      A
      Participant may direct that the Employee Pre-Tax Credits, Employer Matching
      Credits, and Retirement Credits credited to his or her Excess Retirement Savings
      Plan Account be valued, in accordance with Section 4.9, as if the balance
      credited to the Excess Retirement Savings Plan Account were invested in one
      or
      more Vanguard Funds or other investments selected by the Participant. The
      Participant may select any of the investment options set forth in Appendix
      A in
      multiples of 5% (or such smaller percentage as the Administrator may determine).
      The designation of one or more investment options, whether a Vanguard Fund
      or
      otherwise, by a Participant under this Section 4.7 shall be used solely to
      measure the amounts of investment earnings or losses that will be credited
      or
      debited to the Participant’s Excess Retirement Savings Plan Account on the Plan
      Sponsor’s books and records, and the Plan Sponsor shall not be required under
      the Plan to establish any account in the Vanguard Funds or to purchase any
      Vanguard Fund shares or other investment on the Participant’s behalf. The
      designation by a Participant of any investment option under this Section 4.7
      shall be made in accordance with the rules and procedures prescribed by the
      Administrator.”

     

    10. Section
      4.8 (renumbered from 4.7) is amended to read as follows:

     

    “4.8 Administration
      of Investments.
      The
      investment gain or loss with respect to Employee Pre-Tax Credits, Employer
      Matching Credits, and Retirement Credits credited to the Participant’s Excess
      Retirement Savings Plan Account on behalf of such Participant shall continue
      to
      be determined in the manner selected by the Participant pursuant to Section
      4.7
      until a new designation is filed with the Administrator or its appointee. If
      any
      Participant fails to file a designation, he or she shall be deemed to have
      elected to continue to follow the investment designation, if any, in effect
      for
      the immediately preceding Plan Year. A designation filed by a Participant
      changing his or her investment option selection shall apply to either future
      contributions, amounts already accumulated in his or her Excess Retirement
      Savings Plan Account, or both. A Participant may change his or her investment
      selection on any Valuation Date and such change shall be effected as soon as
      administratively practicable.”

     


    
      
        
        

      

      
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    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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