Exhibit 10.23

                            PMA CAPITAL CORPORATION

                           1999 EQUITY INCENTIVE PLAN

1. Purpose.

     The purpose of the PMA Capital Corporation 1999 Equity Incentive Plan (the
"Plan") is to enhance the ability of PMA Capital Corporation (the "Company") and
any subsidiaries to attract and retain the best available personnel for
positions of substantial responsibility, to provide additional incentive to such
personnel and to promote the success of the Company. To accomplish these
purposes, the Plan provides a means whereby employees of the Company and its
subsidiaries may receive stock options to purchase the Company's Class A Common
Stock ("Options").

2. Administration.

     (a) Composition of the Committee. The Plan shall be administered by a
Committee of the Board of Directors (the "Committee"). The number of members of
the Committee and their qualifications shall at all times satisfy the
requirements of Rule 16b-3 under the Securities Exchange Act of 1934 (the
"Exchange Act") and Section 162(m) of the Internal Revenue Code of 1986, as
amended (the "Code"). The Board of Directors shall have the authority from time
to time to remove all members of the Committee and thereafter directly
administer the Plan.

     (b) Authority of the Committee. The Committee shall have full and final
authority, in its sole discretion, to interpret the provisions of the Plan and
to decide all questions of fact arising in its application; to determine the
employees to whom awards shall be made and the amount, size and terms of each
such award; to determine the time when awards shall be granted; and to make all
other determinations necessary or advisable for the administration of the Plan.
All decisions, determinations and interpretations of the Committee shall be
final and binding on all optionees and all other holders of Options granted
under the Plan. No power or authority delegated by the Committee to a designee
hereunder may be exercised to affect the terms and conditions of an award made
to anyone subject to the requirements of Section 16(b) of the Exchange Act or
with respect to matters which have been reserved to the Board of Directors under
Pennsylvania law.

     (c) Authority of the Board of Directors. Notwithstanding anything to the
contrary set forth in the Plan, all authority granted hereunder to the Committee
may be exercised at any time and from time to time by the Board of Directors at
its election. All decisions, determinations and interpretations of the Board of
Directors shall be final and binding on all optionees and all other holders of
Options granted under the Plan.

3. Stock Subject to the Plan.

     Subject to Section 16 hereof, the shares that may be issued under the Plan
shall not exceed in the aggregate 850,000 shares of Class A Common Stock of the
Company (the "Class A Stock"). Such shares may be authorized and unissued shares
or shares issued and subsequently reacquired by the Company. Except as otherwise
provided herein, any shares subject to an Option that for any reason expires or
is terminated unexercised as to such shares shall again be available under the
Plan. In addition, any Class A Stock that is used by an optionee as full or
partial payment to the Company for the purchase of Class A Stock acquired upon
exercise of a stock option granted under the Plan, and any shares withheld by
the Company to satisfy an optionee's tax withholding obligations shall be
available for further awards under the Plan.

4. Eligibility To Receive Options.

     Persons eligible to receive stock options under the Plan shall be limited
to those officers and other employees of the Company and any subsidiary (as
defined in Section 425 of the Code or any amendment or

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substitute thereto), who may also be directors, who are in positions in which
their decisions, actions and counsel significantly impact upon the profitability
and success of the Company and/or a subsidiary. Directors of the Company who are
not also officers or employees of the Company or any subsidiary shall not be
eligible to participate in the Plan.

5. Types of Options.

     Grants may be made at any time and from time to time by the Committee in
the form of stock options to purchase shares of Class A Stock. Options granted
hereunder may be Options that are intended to qualify as incentive stock options
within the meaning of Section 422 of the Code or any amendment or substitute
thereto ("Incentive Stock Options") or Options that are not intended to so
qualify ("Nonqualified Stock Options").

6. Stock Options.

     Options for the purchase of Class A Stock shall be evidenced by written
agreements in such form not inconsistent with the Plan as the Committee shall
approve from time to time. The Options granted hereunder may be evidenced by a
single agreement or by multiple agreements, as determined by the Committee in
its sole discretion. Each Option agreement shall contain in substance the
following terms and conditions:

     (a) Type of Option. Each Option agreement shall identify the Options
represented thereby as Incentive Stock Options or Nonqualified Stock Options, as
the case may be.

     (b) Option Price. Each Option agreement shall set forth the purchase price
of the Class A Stock purchasable upon the exercise of the Option evidenced
thereby. Subject to the limitation set forth in Section 6(d)(ii), the purchase
price of the Class A Stock subject to an Incentive Stock Option shall be not
less than 100% of the Fair Market Value of such stock on the date the Option is
granted, as determined by the Committee, but in no event less than the par value
of such stock. The purchase price of the Class A Stock subject to a Nonqualified
Stock Option shall be not less than 85% of the Fair Market Value of such stock
on the date the Option is granted, as determined by the Committee. Fair Market
Value on any date shall mean for the purpose of this Plan the average of the
high and low prices of the Class A Stock, as reported in The Wall Street Journal
(or if not so reported, as otherwise reported by the National Association of
Securities Dealers Automated Quotation ("Nasdaq") System), or if the Class A
Stock is not reported by Nasdaq, the Fair Market Value shall be as determined by
the Committee pursuant to Section 422 of the Code.

     (c) Exercise Term. Each Option agreement shall state the period or periods
of time within which the Option may be exercised, in whole or in part, which
shall be such a period or periods of time as may be determined by the Committee,
provided that no Option shall be exercisable after ten years from the date of
grant thereof. The Committee or its designee shall have the power to permit an
acceleration of previously established exercise terms, subject to the
requirements set forth herein, upon such circumstances and subject to such terms
and conditions as the Committee or its designee deems appropriate.

  (d) Incentive Stock Options. In the case of an Incentive Stock Option, each
Option agreement shall contain such other terms, conditions and provisions as
the Committee determines necessary or desirable in order to qualify such Option
as a tax-favored Option (within the meaning of Section 422 of the Code or any
amendment or substitute thereto or regulation thereunder) including without
limitation, each of the following, except that any of these provisions may be
omitted or modified if it is no longer required in order to have an Option
qualify as a tax-favored Option within the meaning of Section 422 of the Code
or any substitute therefor:

    (i) The aggregate Fair Market Value (determined as of the date the Option
  is granted) of the Class A Stock with respect to which Incentive Stock
  Options are first exercisable by any employee during any calendar year
  (under all plans of the Company) shall not exceed $100,000.


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    (ii) No Incentive Stock Options shall be granted to any employee if at
  the time the Option is granted such employee owns stock possessing more
  than ten percent of the total combined voting power of all classes of stock
  of the Company or its parent or its subsidiaries unless at the time such
  Option is granted the Option price is at least 110% of the Fair Market
  Value of the stock subject to the Option and, by its terms, the Option is
  not exercisable after the expiration of five years from the date of grant.

    (iii) No Incentive Stock Options shall be exercisable more than three
  months (or one year, in the case of an employee who dies or becomes
  disabled within the meaning of Section 22(e)(3) of the Code or any
  substitute therefor) after termination of employment.

  (e) Substitution of Options. Options may be granted under the Plan from time
to time in substitution for stock options held by employees of other
corporations who are about to become, and who do concurrently with the grant of
such options become, employees of the Company or a subsidiary as a result of a
merger or consolidation of the employing corporation with the Company or a
subsidiary, or the acquisition by the Company or a subsidiary of the assets of
the employing corporation, or the acquisition by the Company or a subsidiary of
stock of the subsidiary. The terms and conditions of the substitute options so
granted may vary from the terms and conditions set forth in this Section 6 to
such extent as the Committee at the time of grant may deem appropriate to
conform, in whole or in part, to the provisions of the stock options in
substitution for which they are granted.

7. Date of Grant.

  The date on which an Option shall be deemed to have been granted under the
Plan shall be the date of the Committee's authorization of the Option or such
later date as may be determined by the Committee at the time the Option is
authorized. Notice of the determination shall be given to each individual to
whom an Option is so granted within a reasonable time after the date of such
grant.

8. Exercise and Payment for Shares.

  Options may be exercised in whole or in part, from time to time, by giving
written notice of exercise to the Chief Financial Officer of the Company,
specifying the number of shares to be purchased. The purchase price of the
shares with respect to which an Option is exercised shall be payable in full
with the notice of exercise in cash, Class A Stock at Fair Market Value at the
time of exercise, or a combination thereof, as the Committee may determine from
time to time and subject to such terms and conditions as may be prescribed by
the Committee for such purpose.

9. Rights upon Termination of Employment.

  In the event that an optionee ceases to be an employee of the Company or any
subsidiary for any reason other than death, retirement or disability (within
the meaning of Section 22(e)(3) of the Code or any substitute therefor), the
optionee shall have the right to exercise the Option during its term within a
period of three months after such termination to the extent that the Option was
exercisable at the time of termination, or within such other period, and
subject to such terms and conditions, as may be specified by the Committee or
its designee. In the event that an optionee dies, retires or becomes disabled
(within the meaning of Section 22(e)(3) of the Code or any substitute therefor)
prior to the expiration of his Option and without having fully exercised his
Option, the optionee or his successor shall have the right to exercise the
Option during its term within a period of one year after termination of
employment due to death, retirement or disability to the extent that the Option
was exercisable at the time of termination, or within such other period, and
subject to such terms and conditions, as may be specified by the Committee or
its designee. As used in this Section 9, "retirement" means a termination of
employment by reason of an optionee's retirement at or after his earliest
permissible retirement date pursuant to and in accordance with his employer's
regular retirement plan or personnel practices. Notwithstanding the provisions
of Section 6(d)(iii) hereof, an Incentive Stock Option may be exercised more
than three months after termination of employment due to retirement, as
provided in this

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Section 9, but in that event, the Option shall lose its status as an Incentive
Stock Option and shall be treated as a Nonqualified Stock Option.

10. General Restrictions.

  Each Option granted under the Plan shall be subject to the requirement that
if at any time the Committee shall determine that (i) the listing, registration
or qualification of the shares of Class A Stock subject or related thereto upon
any securities exchange or under any state or federal law, or (ii) the consent
or approval of any government regulatory body, or (iii) an agreement by the
recipient of an Option with respect to the disposition of shares of Class A
Stock is necessary or desirable as a condition of or in connection with the
granting of such Option or the issuance or purchase of shares of Class A Stock
thereunder, such Option shall not be consummated in whole or in part unless
such listing, registration, qualification, consent, approval or agreement shall
have been effected or obtained free of any conditions not acceptable to the
Committee.

11. Rights of a Shareholder.

  The recipient of any Option under the Plan, unless otherwise provided by the
Plan, shall have no rights as a shareholder unless and until a certificate for
shares of Class A Stock is issued and delivered to him.

12. Right to Terminate Employment.

  Nothing contained in the Plan or in any agreement entered into pursuant to
the Plan shall confer upon any optionee the right to continue in the employment
of the Company or any subsidiary or affect any right that the Company or any
subsidiary may have to terminate the employment of such optionee.

13. Withholding.

  Whenever the Company proposes or is required to issue or transfer shares of
Class A Stock under the Plan, the Company shall have the right to require the
recipient to remit to the Company an amount sufficient to satisfy any federal,
state or local withholding tax requirements prior to the delivery of any
certificate for such shares. If and to the extent authorized by the Committee,
in its sole discretion, the Committee may require an optionee or permit an
optionee, by means of a form of election to be prescribed by the Committee, to
have shares of Class A Stock that are acquired upon exercise of an Option
withheld by the Company or to tender other shares of Class A Stock or other
securities of the Company owned by the optionee to the Company at the time of
exercise of an Option to pay the amount of tax that would otherwise be required
by law to be withheld by the Company as a result of any exercise of an Option.
Any such election shall be subject to the disapproval of the Committee at any
time. Any securities so withheld or tendered will be valued by the Committee as
of the date of exercise.

14. Non-Assignability.

  (a) Incentive Stock Options. No Option which is an Incentive Stock Option
shall be assignable or transferable by the optionee otherwise than by will or
by the laws of descent and distribution and during the lifetime of the
optionee, such Incentive Stock Option shall be exercisable only by the optionee
or by his guardian or legal representative.

  (b) Nonqualified Stock Options. No Option which is a Nonqualified Stock
Option shall be assignable or transferable by the optionee except by will or by
the laws of descent and distribution or by such other means as the Committee
may approve, unless such means would be prohibited by Rule 16b-3 under the
Exchange Act. During the life of the optionee such Nonqualified Stock Option
shall be exercisable only by such person or by such person's guardian or legal
representative. Notwithstanding the restrictions set forth above in this
Section 14(b), the Committee or its designee shall have the authority, in its
sole discretion, to grant (or to sanction by way of amendment of an existing
grant) Nonqualified Stock Options that may be transferred by the optionee

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during his lifetime to any "family member" of the optionee, which shall include
a child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former
spouse, siblings, niece, nephew, mother-in-law, father-in-law, son-in-law,
daughter-in-law, brother-in-law or sister-in-law, including adoptive
relationships, any person sharing the optionee's household (other than a tenant
or employee), a trust in which these persons have more than 50% of the
beneficial interest, a foundation in which these persons (or the optionee)
control the management of assets, and any other entity in which these persons
(or the optionee) own more than 50% of the voting interests. No Nonqualified
Stock Option may be transferred for value. The following transfers are not
prohibited transfers for value: (i) a transfer under a domestic relations order
in settlement of marital property rights; and (ii) a transfer to an entity in
which more than 50% of the voting interests are owned by family members (or the
optionee) in exchange for an interest in that entity. In the case of a grant,
the written documentation containing the terms and conditions of such
Nonqualified Stock Option shall state that it is transferable, and in the case
of an amendment to an existing grant, such amendment shall be in writing. A
Nonqualified Stock Option transferred as contemplated in this Section 14(b) may
not be subsequently transferred by the transferee without further Committee
approval (except for transfers back to the original optionee) except by will or
the laws of descent and distribution and shall continue to be governed by and
subject to the terms and limitations of the Plan and the relevant grant.
However, the Committee or its designee, in its sole discretion at the time that
the transfer is approved, may alter the terms and limitations of the relevant
grant and establish such additional terms and conditions as it shall deem
appropriate.

15. Non-Uniform Determinations.

  The Committee's determinations under the Plan (including without limitation
determinations of the persons to receive Options, the form, amount and timing
of such grants, the terms and provisions of Options, and the agreements
evidencing same) need not be uniform and may be made selectively among persons
who receive, or are eligible to receive, grants of Options under the Plan
whether or not such persons are similarly situated.

16. Adjustments.

  (a) Changes in Capitalization. Subject to any required action by the
shareholders of the Company, the number of shares of Class A Stock covered by
each outstanding Option and the number of shares of Class A Stock that have
been authorized for issuance under the Plan but as to which no Options have yet
been granted or which have been returned to the Plan upon cancellation,
expiration or exercise of an Option, as well as the price per share of Class A
Stock covered by each such outstanding Option, shall be proportionately
adjusted for any increase or decrease in the number of issued shares of Class A
Stock resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Class A Stock, or any other increase or
decrease in the number of issued shares of Class A Stock effected without
receipt of consideration by the Company; provided, however, that conversion of
any convertible securities of the Company shall not be deemed to have been
"effected without receipt of consideration." Except as expressly provided
herein, no issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the number or price
of shares of Class A Stock subject to an Option.

  (b) Dissolution or Liquidation. In the event of the proposed dissolution or
liquidation of the Company, all outstanding Options will terminate immediately
prior to the consummation of such proposed action, unless otherwise provided by
the Committee. The Committee may, in the exercise of its sole discretion in
such instances, declare that any Option shall terminate as of a date fixed by
the Committee and give each Option holder the right to exercise his Option as
to all or any part of the shares of Class A Stock covered by the Option,
including shares as to which the Option would not otherwise be exercisable.

  (c) Sale or Merger. In the event of a proposed sale of all or substantially
all of the assets of the Company, or the merger of the Company with or into
another corporation, the Committee, in the exercise of its sole discretion, may
take such action as it deems desirable, including, but, not limited to: (i)
causing an Option

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to be assumed or an equivalent option to be substituted by such successor
corporation or a parent or subsidiary of such successor corporation, (ii)
providing that each Option holder shall have the right to exercise his Option
as to all of the shares of Class A Stock covered by the Option, including
shares as to which the Option would not otherwise be exercisable, or
(iii) declare that an Option shall terminate at a date fixed by the Committee
provided that the Option holder is given notice and opportunity prior to such
date to exercise that portion of his Option that is currently exercisable.

17. Amendment.

  The Committee may terminate or amend the Plan at any time, except that
without shareholder approval the Committee may not (i) materially increase the
maximum number of shares that may be issued under the Plan (other than
increases pursuant to Section 16 hereof), (ii) materially increase the benefits
accruing to participants under the Plan or (iii) materially modify the
requirements as to eligibility for participation in the Plan. The termination
or any modification or amendment of the Plan shall not, without the consent of
a participant, affect his rights under an Option previously granted.

18. Conditions upon Issuance of Shares.

  (a) Compliance with Securities Laws. Shares of the Company's Class A Stock
shall not be issued pursuant to the exercise of an Option unless the exercise
of such Option and the issuance and delivery of such shares pursuant thereto
shall comply with all relevant provisions of law, including, without
limitation, the Securities Act of 1933, as amended, the Exchange Act, the rules
and regulations promulgated thereunder, and the requirements of any stock
exchange upon which the Class A Stock of the Company may then be listed, and
shall be further subject to the approval of counsel for the Company with
respect to such compliance.

  (b) Investment Representations. As a condition to the exercise of an Option,
the Company may require the person exercising such Option to represent and
warrant at the time of any such exercise that the shares of Class A Stock are
being purchased only for investment and without any present intention to sell
or distribute such shares if, in the opinion of counsel for the Company, such
representation is required by any of the aforementioned relevant provisions of
law.

19. Reservation of Shares.

  The Company, during the term of the Plan, will at all times reserve and keep
available such number of shares as shall be sufficient to satisfy the
requirements of the Plan. Inability of the Company to obtain authority from any
regulatory body having jurisdiction, which authority is deemed by the Company's
counsel to be necessary to the lawful issuance and sale of any shares
hereunder, shall relieve the Company of any liability in respect of the failure
to issue or sell such shares as to which such requisite authority shall not
have been obtained.

20. Effect on Other Plans.

  Participation in the Plan shall not affect an employee's eligibility to
participate in any other benefit or incentive plan of the Company or any
subsidiary. Any Options granted pursuant to the Plan shall not be used in
determining the benefits provided under any other plan of the Company or any
subsidiary unless specifically provided.

21. Duration of the Plan.

  The Plan shall remain in effect until all Options granted under the Plan have
been satisfied by the issuance of shares, but no Option shall be granted more
than ten years after the earlier of the date the Plan is adopted by the
Company's Board of Directors or is approved by the Company's shareholders.


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22. Forfeiture for Dishonesty.

  Notwithstanding anything to the contrary in the Plan, if the Committee finds,
by a majority vote, after full consideration of the facts presented on behalf
of both the Company and any optionee, that the optionee has been engaged in
fraud, embezzlement, theft, commission of a felony or dishonest conduct in the
course of his employment or retention by the Company or any subsidiary that
damaged the Company or any subsidiary or that the optionee has disclosed trade
secrets of the Company or any subsidiary, the optionee shall forfeit all
unexercised Options and all exercised Options with respect to which the Company
has not yet delivered the certificates. The decision of the Committee in
interpreting and applying the provisions of this Section 22 shall be final. No
decision of the Committee, however, shall affect the finality of the discharge
or termination of such optionee by the Company or any subsidiary in any manner.

23. No Prohibition on Corporate Action.

  No provision of the Plan shall be construed to prevent the Company or any
officer or director thereof from taking any corporate action deemed by the
Company or such officer or director to be appropriate or in the Company's best
interest, whether or not such action could have an adverse effect on the Plan
or any Options granted hereunder, and no optionee or optionee's estate,
personal representative or beneficiary shall have any claim against the Company
or any officer or director thereof as a result of the taking of such action.

24. Maximum Number Per Participant.

  Notwithstanding anything contained herein to the contrary, the aggregate
number of shares of Class A Stock subject to options that may be granted during
any calendar year to any individual shall be limited to 150,000 shares of Class
A Stock. For purposes of this limitation, if an option is canceled, such
canceled option shall continue to be counted during the calendar year of
cancellation against the maximum shares for which options may be granted to an
individual.

25. Indemnification.

  With respect to the administration of the Plan, the Company shall indemnify
each present and future member of the Committee and the Board of Directors
against, and each member of the Committee and the Board of Directors shall be
entitled without further action on his part to indemnity from the Company for
all expenses (including the amount of judgments and the amount of approved
settlements made with a view to the curtailment of costs of litigation, other
than amounts paid to the Company itself) reasonably incurred by him in
connection with or arising out of, any action, suit or proceeding in which he
may be involved by reason of his being or having been a member of the Committee
and the Board of Directors, whether or not he continues to be such member at
the time of incurring such expenses; provided, however, that such indemnity
shall not include any expenses incurred by any such member of the Committee and
the Board of Directors (i) in respect of matters as to which he shall be
finally adjudged in any such action, suit or proceeding to have been guilty of
gross negligence or willful misconduct in the performance of his duty as such
member of the Committee or the Board of Directors; or (ii) in respect of any
matter in which any settlement is effected for an amount in excess of the
amount approved by the Company on the advice of its legal counsel; and provided
further that no right of indemnification under the provisions set forth herein
shall be available to or enforceable by any such member of the Committee and
the Board of Directors unless, within 60 days after institution of any such
action, suit or proceeding, he shall have offered the Company in writing the
opportunity to handle and defend same at its own expense. The foregoing right
of indemnification shall inure to the benefit of the heirs, executors or
administrators of each such member of the Committee and the Board of Directors
and shall be in addition to all other rights to which such member may be
entitled as a matter of law, contract or otherwise.

26. Miscellaneous Provisions.

  (a) Compliance with Plan Provisions. No optionee or other person shall have
any right with respect to the Plan, the Class A Stock reserved for issuance
under the Plan or any Option until a written Option

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agreement shall have been executed by the Company and the optionee and all the
terms, conditions and provisions of the Plan and the Option applicable to such
optionee (and each person claiming under or through him) have been met.

  (b) Approval of Counsel. In the discretion of the Committee, no shares of
Class A Stock, other securities or property of the Company, or other forms of
payment shall be issued hereunder with respect to any Option unless counsel for
the Company shall be satisfied that such issuance will be in compliance with
applicable federal, state, local and foreign legal, securities exchange and
other applicable requirements.

  (c) Compliance with Rule 16b-3. To the extent that Rule 16b-3 under the
Exchange Act shall apply to Options granted under the Plan, it is the intent of
the Company that the Plan comply in all respects with the requirements of Rule
16b-3, that any ambiguities or inconsistencies in construction of the Plan be
interpreted to give effect to such intention and that if the Plan shall not so
comply, whether on the date of adoption or by reason of any later amendment to
or interpretation of Rule 16b-3, the provisions of the Plan shall be deemed to
be automatically amended so as to bring them into full compliance with such
rule.

  (d) Unfunded Plan. The Plan shall be unfunded. The Company shall not be
required to establish any special or separate fund or to make any other
segregation of assets under the Plan.

  (e) Effects of Acceptance of Option. By accepting any Option or other benefit
under the Plan, each optionee and each person claiming under or through him
shall be conclusively deemed to have indicated his acceptance and ratification
of, and consent to, any action taken under the Plan by the Company, the Board
of Directors and/or the Committee or its delegates.

  (f) Construction. The masculine pronoun shall include the feminine and
neuter, and the singular shall include the plural, where the context so
indicates.

27. Shareholder Approval.

  The exercise of any Option granted under the Plan shall be subject to the
approval of the Plan by the affirmative vote of a majority of the votes cast by
the shareholders voting on the proposal at a duly held meeting of the
shareholders of the Company.

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