ARMOUR REINSURANCE GROUP
LIMITED
March 27,
2009
William E.
Hitselberger
Executive Vice
President, Chief Financial Officer
PMA Capital
Corporation
380 Sentry
Parkway
Blue Bell,
Pennsylvania 19422
Dear Mr.
Hitselberger:
Reference is hereby made to that certain Stock
Purchase Agreement, dated as of March 28, 2008, between Armour
Reinsurance Group Limited (“Armour Re”) and PMA Capital
Corporation (“PMA”), as amended by that certain Letter
Agreement, dated as of December 12, 2008, between Armour Re and PMA
(as amended, modified or supplemented from time to time, the
“Purchase Agreement”), providing for the sale by PMA to
Armour Re of the Shares (as defined in the Purchase Agreement),
which represent ownership interests in certain of PMA’s
subsidiaries. Capitalized terms used and not otherwise
defined herein shall have the meanings ascribed to them in the
Purchase Agreement.
The undersigned, being all of the parties to the
Purchase Agreement, hereby agree to amend and restate Section
11.1.4 of the Purchase Agreement in its entirety as
follows:
by either
party, if the Closing has not occurred prior to June 30, 2009 or
such later date as the parties may mutually agree; provided
that no party may terminate this Agreement if the Closing has not
occurred by reason of, or as a result of, such party’s
failure to take any action required to fulfill any of its
obligations hereunder.
Except as expressly amended hereby, the Purchase
Agr
