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): September 2130, 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 1.02 Termination of a Material Definitive Agreement.

On September 30, 2010, PMA Capital Corporation (the “Company”) and American Stock Transfer & Trust Company, LLC (“AST”) amended the Section 382 Rights Agreement, dated August 6, 2009, between the Company and AST, as rights agent (the “Rights Plan”) to accelerate the expiration date of the Rights Plan to September 30, 2010. As a result of the amendment, the rights that were issued pursuant to the Rights Plan are no longer outstanding.

Terminating the Rights Plan was a condition to the closing of the merger among the Company, Old Republic International Corporation (“Old Republic”) and OR New Corp. (“Merger Sub”).

Item 2.01 Completion of Acquisition or Disposition of Assets.

On October 1, 2010, the Company merged with Merger Sub (the “Merger”) pursuant to the Agreement and Plan of Merger, dated June 9, 2010, among the Company, Old Republic and Merger Sub (the “Merger Agreement”). As a result of the Merger, Old Republic acquired all of the Company’s outstanding common stock and the Company became a wholly-owned subsidiary of Old Republic. Each share of the Company’s common stock outstanding on October 1, 2010 converted into the right to receive 0.55 shares of Old Republic common stock. Cash will be paid in lieu of the issuance of fractional shares of Old Republic common stock. At the effective time of the Merger, holders of the Company’s common stock immediately prior to the effective time ceased to have any rights as shareholders in the Company other than their right to receive the merger consideration.

A copy of the joint press release announcing the closing of the merger is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth under Item 1.02 and Item 2.01 of this Form 8-K is incorporated herein by reference.

Item 5.01 Changes in Control of Registrant.

The information set forth under Item 2.01 of this Form 8-K is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

OnPursuant ~~September~~to ~~21,~~the ~~2010,~~terms ~~each~~ of ~~Vincent~~the T.Merger ~~Donnelly~~Agreement, ~~Anthony~~upon ~~Ciofani,~~consummation ~~John~~of M.the ~~Cochrane~~Merger, ~~Stephen~~the L.directors ~~Kibblehouse~~of ~~and~~Merger ~~John~~Sub ~~Santulli~~became ~~entered~~the ~~into~~directors aof ~~letter~~the ~~agreement~~Company. Vincent ~~pursuant~~T. toDonnelly ~~which~~remains ~~they~~a ~~agreed~~director ~~to terminate their employment or severance agreement, as applicable, effective upon the closing~~ of the ~~merger among PMA Capital Corporation~~Company, ~~Old~~but ~~Republic~~all ~~International~~other ~~Corporation~~members ~~and OR New Corp. Termination~~ of the ~~officer~~Company’s ~~employment~~Board ~~and~~of ~~severance~~Directors ~~agreements~~resigned iseffective aupon ~~condition to~~ the closing of the ~~merger, which condition has now been satisfied~~Merger.

Item 5.0703 ~~Submission~~Amendments to Articles of ~~Matters~~Incorporation toor aBylaws; ~~Vote~~Change ofin ~~Security~~Fiscal ~~Holders~~Year.

OnAt ~~September~~the 21effective time of the Merger on October 1, 2010, atthe acertificate ~~Special~~of ~~Meeting~~incorporation of ~~Shareholders~~the ofCompany ~~PMA~~was ~~Capital~~amended ~~Corporation~~and ~~(the~~restated ~~“Company”),~~in ~~the~~its ~~shareholders~~entirety ofto ~~the~~be ~~Company~~identical ~~adopted~~to the ~~Agreement~~certificate ~~and~~of ~~Plan~~incorporation of Merger, ~~dated~~Sub ~~June~~as 9,in ~~2010,~~effect ~~among~~immediately prior to the ~~Company,~~Merger ~~Old~~except ~~Republic~~that ~~International~~the ~~Corporation~~name ~~and~~of ORthe ~~New~~Company ~~Corp. The~~after ~~final~~the ~~voting~~Merger ~~results~~became ~~for~~“PMA Companies, Inc.” In addition, the ~~proposal~~Company amended its by-laws to ~~adopt~~be in the ~~Agreement~~form ~~and~~of ~~Plan~~the by-laws of Merger ~~are~~Sub ~~set~~immediately ~~forth~~prior ~~below~~to the Merger.

Votes For		Votes Against		Abstentions		Broker Non-Votes
24,029,419		1,034,296		38,038		0

At the Special Meeting, the Company’s shareholders were also asked to approve the adjournment of the Special Meeting for the purpose of soliciting additional proxies in favor of the proposal to adopt the merger agreement, if necessary. Because the Agreement and Plan of Merger was adopted by the Company’s shareholders, this proposal became moot. The final voting results for this proposal are set forth below.

Votes For		Votes Against		Abstentions		Broker Non-Votes
22,334,103		2,722,205		45,443		0

Item 8.01 Other Events.

On September 21, 2010, PMA Capital Corporation issued a press release announcing that shareholders adopted the Agreement and Plan of Merger, dated as of June 9, 2010, by and among PMA Capital Corporation, Old Republic International Corporation and OR New Corp., that the Company’s officers have agreed to terminate their employment and severance agreements effective upon closing of the merger, and that the anticipated closing date of the merger is October 1, 2010. The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	~~Press~~Joint press release issued ~~September~~October 211, 2010.

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
September 21, 2010	By:	/s/ Stephen L. Kibblehouse
October 1, 2010	By:	/s/ Stephen L. Kibblehouse
	Name:		Stephen L. Kibblehouse
	Title:		Executive Vice President and General Counsel

Exhibit Index

Exhibit No.	Description
99.1	~~Press~~Joint press release issued ~~September~~October 211, 2010.

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