- Post-Effective Amendment to an S-8 filing (S-8 POS)

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if a smaller reporting company)

Smaller reporting company

Registration No. 333-45949

SECURITIES AND UNITED STATES EXCHANGE COMMISSION

Washington, D.C. 20549

POST- EFFECTIVE AMENDMENT NO. 1

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

PMA COMPANIES, INC.

(Exact name of registrant as specified in its charter)

Pennsylvania		23-2217932
(State or other jurisdiction
of incorporation or organization)		(I.R.S. Employer
		Identification No.)

380 Sentry Parkway
Blue Bell, Pennsylvania		19422
(Address of Principal Executive Offices)		(Zip Code)

PENNSYLVANIA MANUFACTURERS CORPORATION

AMENDED AND RESTATED 1987 INCENTIVE STOCK OPTION PLAN

AMENDED AND RESTATED 1991 EQUITY INCENTIVE PLAN

AMENDED AND RESTATED 1993 EQUITY INCENTIVE PLAN

AMENDED AND RESTATED 1994 EQUITY INCENTIVE PLAN

1995 EQUITY INCENTIVE PLAN

1996 EQUITY INCENTIVE PLAN

(Full title of the plan)

Stephen L. Kibblehouse, Esquire

Senior Vice President

380 Sentry Parkway

Blue Bell, Pennsylvania 19422

(Name and address of agent for service)

(610) 397-5435

(Telephone number, including area code,

of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

DEREGISTRATION OF COMMON STOCK

On February 10, 1998, the Registrant filed with the Securities and Exchange Commission a registration statement on Form S-8, File No. 333-45949 (the “Registration Statement”), registering the offering of 3,864,903 shares of Class A common stock (the “Common Stock), par value $5 per share, of the Registrant under the Registrant’s Amended and Restated 1987 Incentive Stock Option Plan, Amended and Restated 1991 Equity Incentive Plan, Amended and Restated 1993 Equity Incentive Plan, Amended and Restated 1994 Equity Incentive Plan, 1995 Equity Incentive Plan and 1996 Equity Incentive Plan.

On October 1, 2010, pursuant to an Agreement and Plan of Merger by and between the Registrant, Old Republic International Corporation and OR New Corp., a wholly owned subsidiary of Old Republic International Corporation, OR New Corp. merged with and into the Registrant and the Registrant became a wholly-owned subsidiary of Old Republic International Corporation. As a result of the merger, the offering pursuant to the Registration Statement has been terminated. In accordance with an undertaking made by the Registrant in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the Common Stock registered under the Registration Statement that remains unsold at the termination of the offering, the Registrant hereby removes from registration the Common Stock registered but unsold under the Registration Statement.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Blue Bell, Commonwealth of Pennsylvania, on October 4, 2010.