June 24, 2005 Richard DeCoux Senior Vice President Dear Richard,
Exhibit
10.35
June
24,
2005
▇▇▇▇▇▇▇
▇▇▇▇▇▇
Senior
Vice President
Dear
▇▇▇▇▇▇▇,
The
purpose of this letter is to extend to you an employment retention offer
to
continue your employment with PMA Capital Insurance Company ( “ PMAIC ” ) beyond
your current employment retention period, which began on January 12, 2004
and
will end on July 11, 2005
(
“
Current Eligibility Date ” ), under the terms and conditions of the Amended and
Restated PMA Capital Insurance Company Employee Retention Plan ( “ Retention
Plan ” ).
In
consideration for your agreement to continue your employment with PMACIC
for the
period beginning July 12, 2005 and ending on January 1, 2007 ( “ New Eligibility
Date ” ), you will be eligible to receive a lump sum retention bonus equal to
thirty percent (30%) of your salary as defined in the Retention Plan. Subject
to
the terms of the Retention Plan, the payment of your lump sum retention bonus
will be made to you, in the following increments, twenty percent (20%) on
January 2, 2006 and ten percent (10%) on April 2, 2006. In 2006 you will
be
eligible to participate in PMA Re’s Executive Incentive Program, if you maintain
your eligibility under the Retention Plan, on January 1, 2007.
Your
Current Eligibility Date remains unchanged and you remain eligible to receive
the retention bonus of ten percent (10%) of your salary as outlined in your
retention bonus payment letter dated July 15, 2004, whether or not you accept
this offer. If you decline to accept this offer or fail to accept it in writing
by June 30, 2005, your employment will terminate on your Current Eligibility
Date and you will be eligible for severance under the terms and conditions
of
the Amended and Restated PMA Capital Insurance Company Severance Pay Plan
(the “
Severance Pay Plan ” ).
Whether
or not you accept this offer, you should carefully read the Retention Plan
and
Severance Pay Plan.
We
would
like to call your attention to several Severance Pay Plan provisions. If
you
receive an offer of employment from PMA Capital Corporation or any of its
affiliates other than PMA Capital Insurance Company or PMA Re Management
Company
on or before your New Eligibility Date and accept such offer of employment,
your
Severance Pay Plan eligibility terminates upon such acceptance.
If
an
offer of employment is made to you by PMA Capital Corporation or any of its
affiliates other than PMA Capital Insurance Company or PMA Re Management
Company
and you do not accept such offer of employment, your eligibility under the
Severance Pay Plan will continue provided you comply with the Severance Pay
Plan
terms and conditions. In addition, if you complete your extended employment
retention period in accordance with the Retention Plan, you will remain eligible
to receive on January 1, 2006, the benefits you have earned through December
31,
2005 under the Severance Pay Plan, provided you comply with the terms and
conditions of such Plan.
To
accept
this offer, you must return a copy of this letter with your original signature
and date to ▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice President, Human Resources, The PMA Insurance
Group no later than close of business Thursday, June 30, 2005. If we do not
receive your acceptance in the manner described on or before the deadline,
this
offer shall be deemed automatically withdrawn without further notice or
action.
Thank
you
for your consideration of our offer.
Sincerely,
/s/
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇
President
and CEO
I
acknowledge that I read this offer letter, understand and have voluntarily
agreed to sign it.
/s/
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ June
28, 2005
Signature
Date
Please
retain a copy of this offer letter for your records.