8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 5, 2010

PMA Capital Corporation

(Exact name of registrant as specified in its charter)

Pennsylvania	001-31706	23-2217932
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

380 Sentry Parkway Blue Bell, Pennsylvania	19422
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:           (610) 397-5298

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.  Entry into a Material Definitive Agreement.

On May 5, 2010, PMA Capital Corporation (the “Company”) and American Stock Transfer & Trust Company, LLC (“AST”) amended the Section 382 Rights Agreement between the Company and AST.  The amendment requires the Company to submit its Section 382 Shareholder Rights Plan to its shareholders for approval every three years.  If the rights plan is not approved at the Company’s annual meeting of shareholders held in 2013 or 2016, the plan will terminate following the meeting.

A copy of the amendment is filed as exhibit 4.1 to this Form 8-K.

Item 5.07.  Submission of Matters to a Vote of Security Holders

           On May 5, 2010, at the Annual Meeting of Shareholders of the Company, the shareholders of the Company elected three directors to serve for a three-year term, approved the Company’s Section 382 Shareholder Rights Plan and ratified the appointment of ParenteBeard LLC as the Company’s independent registered public accounting firm for 2010.  The final voting results for the proposals are set forth below.

1.  Elect three directors to serve until the 2013 Annual Meeting of Shareholders

Name	Votes For		Votes Withheld		Broker Non-Votes
Patricia A. Drago		26,286,217		232,267		3,134,878
J. Gregory Dricoll		26,284,669		233,815		3,134,878
Richard Lutenski		26,282,874		235,610		3,134,878

2.  Approve the adoption of a Section 382 Shareholder Rights Plan

Votes For		Votes Against		Abstentions		Broker Non-Votes
	23,686,114		2,824,448		7,922		3,134,878

3.  Ratify the appointment of ParenteBeard LLC as the Company’s independent registered public accounting firm for 2010

Votes For		Votes Against		Abstentions
	29,578,054		73,744		1,564

Item 9.01. Financial Statements and Exhibits.

(d)  Exhibits

Exhibit No.             Description                                                                                                       &# 160;   

4.1 Amendment No. 1 to Section 382 Rights Agreement between PMA Capital Corporation and American Stock Transfer & Trust Company, LLC

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	PMA Capital Corporation
May 6, 2010	By:	/s/ Stephen L. Kibblehouse
	Name:		Stephen L. Kibblehouse
	Title:		Executive Vice President and General Counsel

Exhibit Index

Exhibit No.             Description                                                                                                        & #160;  

4.1 Amendment No. 1 to Section 382 Rights Agreement between PMA Capital Corporation and American Stock Transfer & Trust Company, LLC

EX-4.1

Exhibit 4.1

AMENDMENT NO. 1 TO SECTION 382 RIGHTS AGREEMENT

THIS AMENDMENT NO. 1 TO SECTION 382 RIGHTS AGREEMENT (this “Amendment”) is made and entered into effective as of the 5th day of May, 2010, by and between PMA CAPITAL CORPORATION, a Pennsylvania corporation (the “Company”) and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a limited liability trust company (the “Rights Agent”).

RECITALS

WHEREAS, the Company desires to amend the Section 382 Rights Agreement, dated August 6, 2009, between the Company and the Rights Agent (the “Rights Agreement”); and

WHEREAS, the Company and the Rights Agent have agreed to amend the Rights Agreement on the terms described herein.

NOW, THEREFORE, FOR AND IN CONSIDERATION of the premises herein contained, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto for themselves, their respective successors and assigns, intending to be legally bound, do hereby covenant and agree as follows:

1.             Recitals; Definitions.  The recitals set forth above are herein incorporated as a substantive part of this Amendment.  Unless otherwise specifically defined herein, all terms used herein shall have the meaning ascribed to such terms in the Rights Agreement.

2.             Amendment.

(a)        The Rights Agreement is hereby amended to add the following as new Section 24A:

 “Section 24A.  Shareholder Approval.  The Company will submit this Agreement to the shareholders of the Company for their approval at the Annual Meetings of Shareholders to be held in each of 2013 and 2016.”

(b)        Section 1(o) of the Rights Agreement is hereby amended to replace subparagraph (vi) in its entirety with the following:

“(vi)  5:00 p.m., New York City time, on the date that votes of the Company’s shareholders, with respect to the Company’s 2013 Annual Meeting of Shareholders, are certified, unless the continuation of this Agreement and the Rights is approved by the Company’s shareholders at such meeting and (vii) 5:00 p.m., New York City time, on the date that votes of the Company’s shareholders, with respect to the Company’s 2016 Annual Meeting of Shareholders, are certified, unless the continuation of this Agreement and the Rights is approved by the Company’s shareholders at such meeting.”

3.Amendment Only.  This Amendment is only an agreement amending and modifying certain provisions of the Rights Agreement.  All of the provisions of the Rights Agreement are incorporated herein by reference and shall continue in full force and effect.

4.Applicable Law.  This Amendment shall be deemed to be a contract made under the laws of the Commonwealth of Pennsylvania and for all purposes shall be governed by and construed in accordance with the laws of such Commonwealth, without regard to its conflicts of law principles; provided, however, that the rights, obligations and duties of the Rights Agent hereunder shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflicts of law principles.  The parties agree that all actions and proceedings in which the Rights Agent is a party or is joined as a party arising out of this Amendmen t or any of the transactions contemplated hereby, shall be brought in the United States District Court for the Southern District of New York or in a New York State Court in the County of New York and that in connection with any such action or proceeding, submit to the jurisdiction of, and venue in, such Court. Each of the parties hereto also irrevocably waives all right to trial by jury in any action, proceeding or counterclaim arising out of this Amendment or the transactions contemplated hereby.

5.Binding Effect.  This Amendment shall be binding upon and inure to the benefit of each party hereto, and their respective successors and assigns.

6.General.

6.1         Headings.  The headings of the sections, subsections, paragraphs or subparagraphs hereunder are provided herein for and only for convenience of reference, and should not be considered in construing their contents.

6.2         Counterparts.  This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the Company and the Rights Agent have caused this Amendment No. 1 to Section 382 Rights Agreement to be executed and delivered by its duly authorized officers or representatives as of the day and year first written above.

PMA CAPITAL CORPORATION
By:	/s/ Stephen L. Kibblehouse
	Name:  Stephen L. Kibblehouse
	Title:  Executive Vice President & General Counsel
AMERICAN STOCK TRANSFER &
TRUST COMPANY, LLC
By:	/s/  Paula Caroppoli
	Name:  Paula Caroppoli
	Title: Vice President