PMA CAPITAL CORPORATION Exchange Offer Dealer Manager AgreementExchange Offer Dealer Manager Agreement • October 21st, 2004 • Pma Capital Corp • Fire, marine & casualty insurance • New York
PMA Capital Corporation, a company duly organized and existing under the laws of the Commonwealth of Pennsylvania (the ”Company”), plans to make an offer to exchange 7.50 % Senior Secured Convertible Debentures due 2022 (the “New Notes”) for its outstanding 4.25% Senior Convertible Debentures due 2022 (the “Old Notes”). The Company will exchange $1,000 principal amount of New Notes for each $1,000 principal amount of Old Notes tendered in the Exchange Offer, on the terms and conditions set forth in the Prospectus and the related Letter of Transmittal (each as defined below). The Old Notes were issued pursuant to an indenture, dated as of October 21, 2002, as amended and supplemented (the “Old Indenture”), among the Company and State Street Bank and Trust Company (the “Trustee”). The offer to exchange the New Notes for the Old Notes is referred to as the “Exchange Offer.” The New Notes are to be issued under an indenture (the “New Indenture”) among the Company, and U.S. Bank National As
