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ARMOUR REINSURANCE GROUP
LIMITED
June 24,
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
Agreements, dated as of September 11, 2008, December 12, 2008 and
March 27, 2009 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 October 31, 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 part
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