Exhibit 1 8,500,000 Shares PMA Capital Corporation Class A Common Stock, par value $5.00 per share UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • November 21st, 2001 • Pma Capital Corp • Fire, marine & casualty insurance • New York
RIGHTS AGREEMENT ----------------------------------Rights Agreement • May 5th, 2000 • Pma Capital Corp • Fire, marine & casualty insurance • New York
OFFICE LEASE betweenOffice Lease • June 26th, 1997 • Pennsylvania Manufacturing Corp • Pennsylvania
Exhibit 10.6 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AGREEMENT, made as of the first day of May, 1999, by and between PMA CAPITAL CORPORATION, a Pennsylvania corporation, (hereinafter the "Company") and FREDERICK W. ANTON, III, of Philadelphia,...Employment Agreement • March 16th, 2005 • Pma Capital Corp • Fire, marine & casualty insurance • Pennsylvania
Exhibit 10.3 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT, made and entered into as of the 15th day of March, 2004, by and between PMA Capital Corporation, a Pennsylvania corporation, with its principal place of business at...Executive Employment Agreement • May 7th, 2004 • Pma Capital Corp • Fire, marine & casualty insurance • Pennsylvania
RECITALSLetter of Credit Agreement • November 12th, 1999 • Pma Capital Corp • Fire, marine & casualty insurance • New York
1999 PACIFIC LIFE SPLIT-DOLLAR INSURANCE AGREEMENT This SPLIT-DOLLAR INSURANCE AGREEMENT (the "Agreement") made as of the 12th day of May, 1999 by and among PMA Capital Corporation (the "Company"), Frederick W. Anton, III, an employee of the Company...Split-Dollar Insurance Agreement • February 28th, 2000 • Pma Capital Corp • Fire, marine & casualty insurance • Pennsylvania
AMENDMENT NO. 1Tax Allocation Agreement • March 23rd, 1998 • Pennsylvania Manufacturers Corp • Fire, marine & casualty insurance
Exhibit 10.2 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT, made and entered into as of the 15th day of March, 2004, by and between PMA Capital Corporation, a Pennsylvania corporation, with its principal place of business at...Executive Employment Agreement • May 7th, 2004 • Pma Capital Corp • Fire, marine & casualty insurance • Pennsylvania
ContractRegistration Rights Agreement • March 16th, 2005 • Pma Capital Corp • Fire, marine & casualty insurance • New York
SEVERANCE AGREEMENTSeverance Agreement • December 24th, 2009 • Pma Capital Corp • Fire, marine & casualty insurance • Pennsylvania
This SEVERANCE AGREEMENT (the "Agreement"), dated as of December 21, 2009 is by and between PMA Capital Corporation, a Pennsylvania corporation, and its subsidiaries (the "Company"), and John M. Cochrane (the "Executive").
BACKGROUNDOffice Lease Amendment • November 14th, 2003 • Pma Capital Corp • Fire, marine & casualty insurance
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 23rd, 2006 • Pma Capital Corp • Fire, marine & casualty insurance • Pennsylvania
referred to as “Releasees”) of and from any and all rights, debts, claims, actions, liabilities, agreements, damages, or causes of action (hereinafter collectively referred to as “claims”), of whatsoever kind or nature, whether in law or equity, whether known or unknown, that Executive ever had or now has in any capacity, either individually, or as a director, officer, representative, agent or employee of Releasees against any or all of the Releasees, for, upon, or by reason of any cause, matter, thing or event whatsoever occurring at any time up to and including the date Executive signs this Release. Executive acknowledges and understands that the claims and rights being released in this paragraph include, but are not limited to, all claims and rights arising from or in connection with any agreement of any kind Executive may have had with any of the Releasees, or in connection with Executive’s employment or termination of employment, all claims and rights for wrongful discharge, breac
LETTER OF CREDIT AGREEMENT BY AND AMONG PMA CAPITAL CORPORATION, THE BANK(S) PARTY HERETO AND FLEET NATIONAL BANK AS AGENT AND AS ISSUING BANK Dated as of December 4, 2001Letter of Credit Agreement • March 19th, 2002 • Pma Capital Corp • Fire, marine & casualty insurance • Massachusetts
LETTER OF CREDIT AGREEMENT, dated as of December 4, 2001, by and among PMA CAPITAL CORPORATION, a Pennsylvania corporation (the “Applicant”), each Co-Applicant (as defined in Section 1), the bank(s) or other lending institution(s) party hereto (together with their respective successors and assigns, the “Banks”, and each a “Bank”) and FLEET NATIONAL BANK, as agent for itself and the other Banks (in such capacity, together with its successors and assigns in such capacity, the “Agent”), and as issuing bank (in such capacity, together as with its successors and assigns in such capacity, the “Issuing Bank”) for the Letters of Credit (as defined in Section 1).
AMENDED AND RESTATED STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 29th, 2009 • Pma Capital Corp • Fire, marine & casualty insurance • Pennsylvania
This AMENDED AND RESTATED STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of the 24th day of December, 2009, by and between PMA CAPITAL CORPORATION, a Pennsylvania corporation (the “Seller”), and ARMOUR REINSURANCE GROUP LIMITED, a Bermuda corporation (the “Buyer”).
TRANSFER AND PURCHASE AGREEMENT dated December 2, 2003 by and between IMAGINE INSURANCE COMPANY LIMITED, as Buyer, and PMA CAPITAL INSURANCE COMPANY, as SellerTransfer and Purchase Agreement • March 15th, 2004 • Pma Capital Corp • Fire, marine & casualty insurance • New York
TRANSFER AND PURCHASE AGREEMENT (this “Agreement”), made and entered into this 2nd day of December, 2003, by and between Imagine Insurance Company Limited, a Barbados corporation (the “Buyer”), and PMA Capital Insurance Company, a Pennsylvania corporation (the “Seller”).
AGREEMENT AND RELEASEAgreement and Release • March 13th, 2007 • Pma Capital Corp • Fire, marine & casualty insurance • Pennsylvania
THIS AGREEMENT is made on the 31st day of January, 2007, by and among Richard DeCoux (hereinafter called “Employee”) and PMA Capital Insurance Company and PMA Re Management Company all former and present parents, direct and indirect subsidiaries and affiliates of PMA Capital Insurance Company and PMA Re Management Company and its former and present employees, officers, directors, shareholders, agents, successors and assigns (hereinafter called “Employer”).
ContractExecutive Employment Agreement • March 18th, 2009 • Pma Capital Corp • Fire, marine & casualty insurance • Pennsylvania
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 10th, 2009 • Pma Capital Corp • Fire, marine & casualty insurance
This is an Amendment dated December 17, 2008 to that certain Amended and Restated Executive Employment Agreement (the “Employment Agreement”) made and entered into as of the 15th day of March, 2006, by and between PMA Capital Corporation, a Pennsylvania corporation, with its principal place of business at 380 Sentry Parkway, Blue Bell, Pennsylvania 19422-0754 and/or such of its affiliates and/or subsidiaries it designates (the “PMA Capital”), and WILLIAM E. HITSELBERGER, residing at 7 Barrington Drive, West Windsor, New Jersey 08550 (“Executive”).
U.S. $55,000,000 CREDIT AGREEMENT Dated as of September 20, 2002 among PMA CAPITAL CORPORATION, BANK OF AMERICA, N.A., as Administrative Agent, FLEET NATIONAL BANK, as Syndication Agent, CREDIT LYONNAIS NEW YORK BRANCH, as Documentation Agent, and THE...Credit Agreement • September 20th, 2002 • Pma Capital Corp • Fire, marine & casualty insurance • New York
This CREDIT AGREEMENT is entered into as of September 20, 2002, among PMA Capital Corporation, a Pennsylvania corporation (the “Borrower”), the several financial institutions from time to time party to this Agreement (collectively, the “Lenders”; individually, a “Lender”), Fleet National Bank, as syndication agent, Credit Lyonnais New York Branch, as documentation agent, and Bank of America, N.A. as administrative agent for the Lenders.
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 13th, 2003 • Pma Capital Corp • Fire, marine & casualty insurance
THIS SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of March 11, 2003 (this “Amendment”), amends the Credit Agreement, dated as of September 20, 2002, as amended by First Amendment to Credit Agreement dated as of October 11, 2002 (the “Credit Agreement”), among PMA Capital Corporation, a Pennsylvania corporation (the “Borrower”), the various financial institutions parties thereto (collectively, the “Lenders”), Fleet National Bank, as syndication agent, Credit Lyonnais New York Branch, as documentation agent and Bank of America, N.A., as administrative agent (the “Administrative Agent”) for the Lenders. Terms defined in the Credit Agreement are, unless otherwise defined herein or the context otherwise requires, used herein as defined therein.
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 12th, 2001 • Pma Capital Corp • Fire, marine & casualty insurance • North Carolina
THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of October 2, 1998 (this “First Amendment”), is made in respect of the Credit Agreement dated as of March 14, 1997 (as amended, the “Credit Agreement”), by and between PENNSYLVANIA MANUFACTURERS CORPORATION, a Pennsylvania corporation (the “Borrower”), the banks and financial institutions listed on the signature pages thereof or that become parties thereto after the date thereof (collectively the “Lenders”), THE BANK OF NEW YORK, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), and FIRST UNION NATIONAL BANK (formerly known as First Union National Bank of North Carolina), as documentation agent for the Lenders (in such capacity, the “Documentation Agent”) (each of the Administrative Agent and Documentation Agent, an “Agent” and collectively, the “Agents”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Credit Agreement.
ARMOUR REINSURANCE GROUP LIMITEDStock Purchase Agreement • May 4th, 2009 • Pma Capital Corp • Fire, marine & casualty insurance • Pennsylvania
AGREEMENT AND RELEASEAgreement and Release • November 7th, 2002 • Pma Capital Corp • Fire, marine & casualty insurance • Pennsylvania
THIS AGREEMENT is made on the 18th day of July, 2002, by and between Ronald S. Austin (hereinafter called “Executive”) and PMA Capital Corporation (hereinafter called “Company”).
ARMOUR REINSURANCE GROUP LIMITED September 11, 2008Stock Purchase Agreement • November 4th, 2008 • Pma Capital Corp • Fire, marine & casualty insurance • Pennsylvania
FIRST AMENDMENT TO LETTER OF CREDIT AGREEMENTLetter of Credit Agreement • March 21st, 2003 • Pma Capital Corp • Fire, marine & casualty insurance
This FIRST AMENDMENT TO LETTER OF CREDIT AGREEMENT (this “Amendment”) is made as of the 17th day of June, 2002, by and among PMA CAPITAL CORPORATION, a Pennsylvania corporation (the “Applicant”), each Co-Applicant a party hereto, FLEET NATIONAL BANK, as a “Bank”under the Credit Agreement (as defined herein), and FLEET NATIONAL BANK, as agent for itself and any other Banks (in such capacity, together with its successors and assigns in such capacity, the “Agent”), and as issuing bank (in such capacity, together as with its successors and assigns in such capacity, the “Issuing Bank”) for the Letters of Credit (as defined in the Credit Agreement).
June 24, 2005 Richard DeCoux Senior Vice President Dear Richard,Employment Agreement • March 13th, 2007 • Pma Capital Corp • Fire, marine & casualty insurance
The purpose of this letter is to extend to you an employment retention offer to continue your employment with PMA Capital Insurance Company ( “ PMAIC ” ) beyond your current employment retention period, which began on January 12, 2004 and will end on July 11, 2005
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • March 19th, 2002 • Pma Capital Corp • Fire, marine & casualty insurance • Massachusetts
This Pledge and Security Agreement, dated as of December 4, 2001, made by and among PMA CAPITAL CORPORATION, a Pennsylvania corporation (the “Applicant”), each subsidiary of the Applicant which is or may become a party hereto (each individually a “Co-Applicant” and collectively the “Co-Applicants” and together with the Applicant, each individually a “Pledgor” and collectively the “Pledgors”), and FLEET NATIONAL BANK, as agent (in such capacity, the “Agent”) for the banks and other financial institutions (collectively, the “Banks”) parties to the Credit Agreement (as defined below).
AGREEMENT AND RELEASESeparation Agreement • March 15th, 2004 • Pma Capital Corp • Fire, marine & casualty insurance • Pennsylvania
THIS AGREEMENT is made on the 13th day of November, 2003, by and among Stephen G. Tirney, (hereinafter called “Employee”) and PMA Capital Insurance Company and PMA Re Management Company all former and present parents, direct and indirect subsidiaries and affiliates of PMA Capital Insurance Company and PMA Re Management Company and its former and present employees, officers, directors, shareholders, agents, successors and assigns (hereinafter called “Employer”).
AGREEMENT AND RELEASEAgreement and Release • August 7th, 2002 • Pma Capital Corp • Fire, marine & casualty insurance • Pennsylvania
THIS AGREEMENT is made on the 26th day of June, 2002, by and between Francis W. McDonnell (hereinafter called “Executive”) and PMA Capital Corporation (hereinafter called “Employer”).
THIRD AMENDMENT OF OFFICE LEASEOffice Lease • November 14th, 2003 • Pma Capital Corp • Fire, marine & casualty insurance
This Third Amendment (this “Amendment”) is made and entered into effective retroactively as of May 16, 2001 by and between NINE PENN CENTER ASSOCIATES, L.P., a Pennsylvania limited partnership (“Landlord”) and PMA CAPITAL INSURANCE COMPANY (“Tenant”).
VOTING AGREEMENTVoting Agreement • July 30th, 2010 • Pma Capital Corp • Fire, marine & casualty insurance • Pennsylvania
This VOTING AGREEMENT (this “Agreement”) is dated as of July 27, 2010, by and between MMCAP International, Inc. SPC and MM Asset Management Inc. (collectively, “Shareholder”) and PMA Capital Corporation, a Pennsylvania corporation (the “Company”). All capitalized terms used but not defined herein shall have the meanings assigned to them in the Merger Agreement (defined below).
FOURTH AMENDMENT OF OFFICE LEASEOffice Lease • November 14th, 2003 • Pma Capital Corp • Fire, marine & casualty insurance • Pennsylvania
This Fourth Amendment (this “Amendment”) is made and entered into effective as of July 2, 2003 by and between NINE PENN CENTER ASSOCIATES, L.P., a Pennsylvania limited partnership (“Landlord”) and PMA CAPITAL INSURANCE COMPANY (“Tenant”).
SECOND AMENDMENT TO RIGHTS AGREEMENTRights Agreement • August 7th, 2009 • Pma Capital Corp • Fire, marine & casualty insurance • New York
THIS SECOND AMENDMENT TO RIGHTS AGREEMENT (this “Amendment”) is made and entered into effective as of the 6th day of August, 2009, by and between PMA CAPITAL CORPORATION, a Pennsylvania corporation (“Company”) and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a New York banking corporation (“Rights Agent”).
ARMOUR REINSURANCE GROUP LIMITEDStock Purchase Agreement • August 5th, 2009 • Pma Capital Corp • Fire, marine & casualty insurance • Pennsylvania
