ex4-2.htm


    Exhibit
      4.2

     

    
      	
              NUMBER

            	
              SHARES

            
	 	 
	
              A

            	
              [PMA
                CAPITAL CORPORATION LOGO]

            	 
	 	 	 


    

    INCORPORATED
      UNDER THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA

     

    
      	
              CLASS
                A COMMON STOCK

            	
              CUSIP
                693419 20 2

            
	 	 


    

    SEE
      REVERSE FOR CERTAIN DEFINITIONS

     

    This
      is
      to certify that

     

    
 

     

    is
      the
      owner of

     

    SHARES
      OF
      CLASS A COMMON STOCK OF THE PAR VALUE OF $5.00 EACH OF

     

     

    PMA
      CAPITAL CORPORATION transferable on the books of the Corporation by the holder
      hereof in person or by duly authorized attorney upon the surrender of this
      certificate properly endorsed.  This Certificate is not valid until
      countersigned and registered by the Transfer Agent and
      Registrar.

     

    The
      Corporation will furnish to any shareholder, upon request and without charge,
      a
      full or summary statement of the designations, preferences, limitations and
      relative rights of each class of stock authorized to be issued by the
      Corporation.

     

    WITNESS
      the seal of the Corporation and
      the signatures of its duly authorized officers.

     

    Dated:

     

     

    Countersigned
      and Registered

     

    
      	
              [PMA
                Capital Corporation Corporate Seal]

            	 	 
	 	 	 
	 	
              TREASURER

            	
              PRESIDENT

            
	 	 	 


    

    COUNTERSIGNED
      AND REGISTERED BY THE BANK OF NEW YORK

     

    TRANSFER
      AGENT AND REGISTRAR

     

    AUTHORIZED
      SIGNATURE

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    The
      following abbreviations, when used in the inscription on the face of this
      certificate, shall be construed as though they were written out in full
      according to applicable laws or regulations:

     

    
      	
              TEN
                COM - as tenants in common

            	
              UNIF
                GIFT MIN ACT - _____ (Cust) Custodian _____ (Minor) under Uniform
                Gifts to
                Minors Act _____ (State)

            
	 	 
	
              TEN
                ENT - as tenants by the entireties

            	
              UNIF
                TRAN MIN ACT - _____ (Cust) Cusotidan _____ (Minor) under Uniform
                Transfers to Minors Act _____ (State)

            
	 	 
	
              JT
                TEN - as joint tenants with right of survivorship and not as tenants
                in
                common

            	 


    

    


     

    Additional
      abbreviations may also be used though not in the above list.

     

    For
      value
      received, ____________________ hereby sell, assign, and transfer
      unto

     

    


     

    PLEASE
      INSERT SOCIAL SECURITY OR OTHER

     

    IDENTIFYING
      NUMBER OF ASSIGNEE

     

    ____________________

     

     
      
        

      

    

    Please
      print or typewrite name and address including postal zip code of
      assignee

     

     
      
        

      

    

     
      
        

      

    

     

    ________________________________________________________________________
      Shares of the Class A Common Stock represented by the within Certificate, and
      do
      hereby irrevocably constitute and appoint
      ___________________________________________________________ Attorney to transfer
      the said shares on the books of the within-named Corporation with full power
      of
      substitution in the premises.

     

    Dated,
      ____________________

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

      
        
           

        

      

    

    
      	
               

            	 
	
              
                 NOTICE:

              

            	
              THE
                SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN
                UPON
                THE FACE OF THE CERTIFICATE, IN EVERY PARTICULAR, WITHOUT ALTERATION
                OR
                ENLARGEMENT OR ANY CHANGE WHATEVER.

            


    

    


     

    
      	
               SIGNATURE(S)
                GUARANTEED:

            	 
	
               

            	
              THE
                SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
                (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS
                WITH
                MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM),
                PURSUANT
                TO S.E.C. RULE 17Ad-15.

            


    

    


     

    KEEP
      THIS CERTIFICATE IN A SAFE PLACE.  IF IT IS LOST, STOLEN, MUTILATED OR
      DESTROYED, THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION
      TO
      THE ISSUANCE OF A REPLACEMENT CERTIFICATE.

     

    This
      certificate also evidences and entitles the holder hereof to certain rights
      as
      set forth in a Rights Agreement between PMA Capital Corporation and The Bank
      of
      New York, as Rights Agent, dated as of May 3, 2000 (the “Rights Agreement”), the
      terms of which are hereby incorporated herein by reference and a copy of which
      is on file at the principal executive offices of PMA Capital
      Corporation.  Under certain circumstances, as set forth in the Rights
      Agreement, such Rights will be evidenced by a separate certificates and will
      no
      longer be evidenced by this certificate.  PMA Capital Corporation will
      mail to the holder of this certificate a copy of the Rights Agreement without
      charge after receipt of a written request therefor.  Under certain
      circumstances, as set forth in the Rights Agreement, Rights issued to any Person
      who becomes an Acquiring Person (as defined in the Rights Agreement) may become
      null and void.