Exhibit 10.13


    Exhibit
      10.13

     

    Third
      Amendment

    


    to
      the

    


    PMA
      Capital Corporation Executive Deferred Compensation Plan

    (As
      Amended and Restated Effective January 1, 2000)

     

    WHEREAS,
      PMA Capital Corporation (the “Plan Sponsor”) maintains the PMA Capital
      Corporation Executive Deferred Compensation Plan (the “Plan”) for the benefit of
      its eligible employees and the eligible employees of its participating
      affiliates; and

     

    WHEREAS,
      the Plan Sponsor now wishes to amend the Plan (1) 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 (2) to provide that
      the expenses of administering the Plan going forward will be allocated among
      the
      accounts of participating employees; and

     

    WHEREAS,
      under Sections 8.1(a) and 10.4 of the Plan, the Plan Sponsor has reserved the
      right to amend the Plan with respect to all Participating Companies at any
      time,
      subject to certain limitations;

     

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

     

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

     

    “(b) Participant’s
      Election to Terminate Participation in 2005.
      A
      Participant may elect in writing by December 15, 2005 to partially or completely
      terminate his or her participation in the Plan, and to receive an immediate
      distribution during 2005 of all or a portion of his or her Deferred Benefit
      Accounts, as designated by the Participant. There shall be no reduction in
      the
      amounts paid to any Participant who makes the election set forth in this Section
      6.2(b). This Section 6.2(b) 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. Section
      7.5 of the Plan is amended in its entirety, effective October 1, 2005, to read
      as follows:

     

    “7.5 Expenses.
      All
      expenses incident to the operation and administration of the Plan reasonably
      incurred, including, without limitation by way of specification, the fees and
      expenses of attorneys and advisors, and for such other professional, technical
      and clerical assistance as may be required, shall be paid by the Plan Sponsor.
      Notwithstanding the foregoing, effective October 1, 2005, all such Plan expenses
      may, at the discretion of the Administrator, be charged to the Deferred Benefit
      Accounts of Participants, provided that the allocation of expenses shall not
      

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    reduce
      the amounts credited to a Participant’s Deferred Benefit Account as of September
      30, 2005.”

     

    IN
      WITNESS WHEREOF, PMA Capital Corporation has caused this Third Amendment to
      be
      duly executed, this 30th day of September, 2005.

     

    


     

    
      	
              Attest:

               

            	 	
              PMA
                Capital Corporation

               

            
	 	 	 
	 	 	 
	
              /s/
                Robert L. Pratter

            	 	
              /s/
                William E.Hitselberger

            
	
              Robert
                L. Pratter, Secretary

            	 	
              William
                E. Hitselberger, 

            
	 	 	
              Senior
                Vice President, Treasurer and 

            
	 	 	
              Chief
                Financial Officer

            


    

     

     

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