PMA stands for Positive Mental Attitude. I may be wrong on this, but I don't think we have a post any more that addresses the abbreviations.
Happy, you are treading near deep waters w/your friend. You do not want to be a part of his drama. I know how it feels to want to talk to someone, but he needs to be speaking to a counselor or someone else about his issues w/his wife. If you want to remain friends w/him, you will need to set some boundaries and advise him that you will not have conversations about his issues w/his wife, i.e., that they are issues the two of them should be working out and if he needs to speak to someone about them, a therapist, priest, minister, etc., would be a step in the right direction.
By sitting and discussing issues about spouses is how some of the EA's get started, especially if the conversations continue to go on and on over a lengthy period of time. You are right about one thing... you both are in vulnerable positions right now and even though you made it clear you wouldn't cheat, an EA is just as bad as a PA because they are both considered cheating. You do not need a third party in the mix right now, nor does he for that matter.
If your gut is telling you something isn't right, then drop him. I would certainly distance myself from him and if he continues to call you, then you will need to ask him to stop it It's difficult to turn a friend away, but if you opt to have lunch, I would suggest that you invite a co-worker to go along since he use to work in your area. I don't think I would do the dinner invite because that looks more like a date to me than lunch and he may think that you are on board w/going out w/him and he'll continue to call and ask you out. You don't know what he's thinking and you don't want to encourage him along, if you are trying to save your own marriage right now.
As for your h, be honest w/him and advise him about lunch dates. You don't want him to find out from someone else, do you? Secrets are what gets us in trouble and then we have to do double duty to make things right when they are finally put out in the open.
Again, if your gut is telling you something isn't right, then it's most likely on target. Happy, play it safe and if you opt to have lunch w/him, invite a co-worker along. The comment "just us" sends red flags up for me.