Exhibit 10.15


    Exhibit
      10.15

     

    First
      Amendment

    to
      the

    


    PMA
      Capital Corporation Deferred Compensation Plan for Non-Employee
      Directors

    (As
      Amended and Restated Effective November 1, 2000)

     

    WHEREAS,
      PMA Capital Corporation (the “Plan Administrator”) maintains the PMA Capital
      Corporation Deferred Compensation Plan for Non-Employee Directors (the “Plan”)
      for the benefit of its non-employee directors; and

     

    WHEREAS,
      the Plan Administrator now wishes to amend the Plan to permit, in accordance
      with Section 409A of the Internal Revenue Code, participants to receive an
      immediate distribution of benefits during 2005 without penalty; and

     

    WHEREAS,
      under Section 5.5 of the Plan, the Plan Administrator has reserved the right
      to
      amend the Plan, subject to certain limitations;

     

    NOW,
      THEREFORE, effective as provided herein, the Plan Administrator hereby amends
      the Plan as follows:

     

    I. Section
      4.3(c) of the Plan is amended in its entirety, effective January 1, 2005, to
      read as follows:

     

    “(c) A
      Participant who is not entitled to payment of his Deferred Compensation Account
      under any other provision of Article IV may make a written request by December
      15, 2005 to the Board for an accelerated payment of his entire Deferred
      Compensation Account balance. If the Board receives such a request, it shall
      make a final valuation of the Participant’s Deferred Compensation Account and
      pay the balance of such account to the Participant. There shall be no reduction
      in the amounts paid to any Participant who makes the election set forth in
      this
      Section 4.3(c). This Section 4.3(c) is intended to comply with the requirements
      of Section 409A of the Internal Revenue Code of 1986, as amended, and Q&A-20
      of IRS Notice 2005-1.”

     

    II. The
      first sentence of Section 5.5 of the Plan is amended in its entirety, to read
      as
      follows:

     

    “The
      Plan
      may be amended, restated, modified or terminated by the Board of Directors
      or
      the Committee, except that Section 3.3(d) of the Plan may not be amended or
      modified following a Change of Control without the consent of the
      Participant.”

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


     

    IN
      WITNESS WHEREOF, PMA Capital Corporation has caused this First Amendment to
      be
      duly executed, this 21st
      day of
      November, 2005.

     

    


     

    
      	
              Attest:

               

            	 	
              PMA
                Capital Corporation

               

            
	 	 	 
	 	 	 
	
              /s/
                Robert L. Pratter 

            	 	
              /s/
                William E. Hitselberger

            
	
              Robert
                L. Pratter, Secretary

            	 	
              William
                E. Hitselberger, 

            
	 	 	
              Executive
                Vice President and 

            
	 	 	
              Chief
                Financial Officer

            


    

     

     

     

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