Exhibit 10.28

AGREEMENT AND RELEASE

THIS
AGREEMENT  is made  on the 13th day of November, 2003, by and among Stephen G. Tirney,
(hereinafter called  Employee) and PMA Capital Insurance Company and  PMA Re
Management Company  all former and present parents, direct and indirect  subsidiaries and
affiliates of PMA  Capital Insurance Company and PMA Re  Management Company and its
former and present  employees, officers, directors,  shareholders, agents, successors and
assigns  (hereinafter called  Employer).

RECITAL

WHEREAS,
Employer has determined to eliminate Employee's position; and

WHEREAS,
Employee and Employer have agreed to enter into this Agreement and Release  (Agreement)
to resolve any and all issues that may exist between  them concerning Employees
employment and separation from employment.

NOW
THEREFORE,  Employer and Employee, for good and valuable consideration, and intending to
be  legally bound, agree as follows:

1.  Termination Date. Employee's employment with Employer and its affiliates shall terminate
effective on the earlier January 11, 2004 or the successful completion of any and all
contemplated business transactions involving the PMA Capital Insurance Company and/or
the PMA Capital Corporation.

2.  Severance Pay.

a)
Employer  shall  provide  severance  pay to Employee  in an amount  equal to the greater
of:  (i) four (4) weeks or (ii) two (2) weeks for each year of service up to a maximum of
one (1) year.

b)
Based on the  foregoing, Employer shall provide severance pay to Employee in the sum of
$450,000, less all applicable withholding taxes and other deductions  (Severance Pay).
The Severance Pay shall be payable in a lump sum  within the next normal pay period
following the Effective Date of this Agreement  as provided in paragraph 21, provided
Employee signs and returns this Agreement  on or before December 29, 2003, and does not
revoke the same as provided in  paragraph 21.

c)
If Employee  dies before all amounts due Employee under this paragraph 2 have been paid
to  Employee, then Employer will pay any remaining amounts due Employee to  Employees
surviving spouse, or if there is no surviving spouse, to  Employees estate, in a
lump sum within 90 calendar days after the date of  death.

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3.  Benefits. Except as otherwise set forth in sub-paragraphs a) through c) below, all of
Employees employee benefits, including, but not limited to, health, welfare and
disability benefits, shall terminate as of the Termination Date.

a)
Employees Group Term Life Insurance, Dependent Child  Life Insurance and Spousal
Life Insurance group coverages will terminate on the  Termination Date. Employee may
convert all or part of these group coverages to  non-group coverages provided that
Employee shall be responsible for the payment  of all premiums after the Termination
Date.

b)
In the event Employee elects to continue health insurance  coverage through the
Consolidated Omnibus Budget Reconciliation Act, as amended  (COBRA), and
returns this executed Agreement, and further does not  revoke this Agreement within the
revocation period, Employer will, during the  Severance Period (Continuation Period),
continue to pay the same  monthly subsidy of the premiums for such insurance continuation
as was being  paid by Employer prior to the Termination Date. Thereafter, Employee must
make  timely premium payments under COBRA for such health insurance coverage in order  to
maintain the health insurance at 102% of Employers cost of coverage.
Notwithstanding the foregoing, Employer has no obligation to pay the premiums  for such
health insurance coverage in the event that Employee is eligible to  receive and/or
obtain alternative health insurance coverage after the  Termination Date.

c)
The Continuation Period for payment of health insurance  premiums under this Agreement
shall be deemed to run concurrently with the  continuation period federally mandated by
COBRA (generally 18 months), or any  other legally mandated federal, state, or local
coverage period for benefits  provided to terminated employees under the health care
plan. The COBRA  continuation period will be deemed to commence on the first day of the
calendar  month following the month of Employees separation from Employer, whether
or not COBRA coverage is actually elected at such time or deferred until the  expiration
of the Continuation Period. Notwithstanding the foregoing, COBRA  coverage will only be
available if Employee is eligible for COBRA coverage  elected in the time and manner
prescribed, and Employee timely remits  Employees payments of the premiums, as
required, for COBRA coverage.

d)
Nothing in this paragraph 3 will affect the Employees  vested benefits, if any,
under PMA Capital Corporations qualified and  non-qualified employee plans; the
existence, amount, and payment of such  benefits shall be determined pursuant to the
applicable provisions of the  applicable plans, which are described on the Summary of
Benefits, attached as  Exhibit B.

4.  Vacation Pay. Payment for accrued unused, vacation days will be made as soon as
practicable after the Termination Date. Employees who participate in the Paid Personal
Time program will be reimbursed for any amounts paid for days not used. Employee agrees
that the amount of Severance Pay defined in paragraph 2(a) to which the Employee would
be eligible will be reduced by any amounts due from the Employee for days used, but not
fully paid for, under the Paid Personal Time program.

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5.  Unemployment Compensation. If Employee elects to file a claim for unemployment
compensation benefits and a determination is made in Employees favor, Employer
will not contest Employees eligibility. Employer will, upon request, confirm the
termination of Employees employment.

6.  Business Expenses. Employer agrees to reimburse Employee for normal, pre-approved,
business expenses incurred prior to the Termination Date; provided that Employee submits
appropriate and complete documentation that is satisfactory to Employer to support
Employees claim for such reimbursement and requests such reimbursement upon
acceptance of this Agreement. Employee warrants that Employee has surrendered any and
all credit cards issued to Employee through Employer on or prior to the date hereof, and
shall not incur any additional expenses on behalf of Employer nor seek reimbursement
therefor after the date of this Agreement.

7.  Referrals of Employment. All referrals for verification of employment should be directed
solely to Vincent T. Donnelly, Office of the President, PMA Capital Corporation. In
keeping with Company policy, no details relating to Employees past employment with
Employer beyond title, dates of employment and verification of annual salary will be
discussed with any potential employer.

8.  Agreements and Covenants. Employee agrees that:

a)
Employee has no claim to, nor will Employee seek or receive,  any other money or
consideration from Employer or its parent, PMA Capital  Corporation, its past or present
direct or indirect subsidiaries or its related  corporations, companies, or divisions
(hereinafter collectively referred to as  Affiliates) except as provided in
this Agreement.

b)
Employee will return to Employer on or before the Termination  Date any company property
including, but not limited to, company-provided  automobile, cell telephones,
identification cards, access cards, personal laptop  computers, company manuals,
equipment, records and files, including any and all  copies of same. As well as
electronic and paper records whether or not they are  stored on the Employers
premises, Employers equipment or  Employees equipment.

c)
Employee will not disclose or make known to anyone (other  than in the good faith
performance of Employees services to Employer or  its Affiliates before the
Termination Date) other than employees of Employer or  its Affiliates, or use for Employees
benefit, or the benefit of any  corporation, firm, entity or person unrelated to Employer
or its Affiliates any  knowledge, information or materials belonging to Employer or its
Affiliates  about their products, services, know-how, customers, business plans or
financial, marketing, pricing, compensation and other proprietary matters  (Confidential
Information), whether or not subject to trademark,  copyright, trade secret or
other protection, which was made known to Employee  (whether or not with the knowledge
and permission of Employer or its Affiliates,  whether or not developed, devised or
otherwise created in whole or in part by  the efforts of Employee and whether or not a
matter of public knowledge unless  as a result of authorized disclosure) by reason of
Employees employment by  Employer or its Affiliates. However, after such
Confidential Information has  become public knowledge, Employee shall have no further
obligation under this  paragraph regarding that publicly known Confidential Information
so long as  Employee was in no manner responsible, directly or indirectly, for permitting
such Confidential Information to become public knowledge without the consent of  Employer
or the applicable Affiliate.

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d)
Employee will not make any public or private statements or  other utterances, written or
oral, or act in any manner that is intended to, or  does in fact disparage or damage the
goodwill of the business of Employer or its  Affiliates, or the business or personal
reputation of any of its directors,  officers, agents or employees, clients or suppliers.

e)
A violation on the part of the Employee of the covenants  contained in paragraphs (c) or
(d) above will cause irreparable damage to  Employer and its Affiliates such that it is
and will be impossible to estimate  or determine the damage that will be suffered by
Employer or its Affiliates in  the event of a breach by the Employee of such covenants.
Therefore, the Employee  further agrees that Employer shall be entitled, as a matter of
course, to an  injunction out of any court of competent jurisdiction, restraining any
further  violation of such covenant or covenants by the Employee. This right to an
injunction shall be in addition to all other rights and remedies afforded by law  and
under this Agreement.

9.  Release. Employee, for him or her self, and Employees executors, administrators,
heirs and assigns:

a)
For and in consideration of the monies and benefits provided  to Employee by Employer, as
more fully described in this Agreement, and for  other good and valuable consideration,
Employee hereby fully waives, releases,  and forever discharges Employer, PMA Capital
Insurance Company, PMA Re  Management Company and PMA Capital Corporation, and each and
all of their past  and present subsidiaries, parent and related corporations, companies
and  divisions, and their past and present respective officers, directors,  shareholders,
trustees, employees, attorneys, agents and affiliates, and their  predecessors,
successors and assigns (hereinafter collectively referred to as  Releasees)
of and from any and all rights, debts, claims, actions,  liabilities, agreements,
damages, or causes of action (hereinafter collectively  referred to as claims),
of whatsoever kind or nature, whether in law  or equity, whether known or unknown, that
Employee ever had or now has in any  capacity, either individually, or as a director,
officer, representative, agent  or employee of Releasees against any or all of the
Releasees, for, upon, or by  reason of any cause, matter, thing or event whatsoever
occurring at any time up  to and including the date Employee signs this Agreement.
Employee acknowledges  and understands that the claims and rights being released in this
paragraph  include, but are not limited to, all claims and rights arising from or in
connection with any agreement of any kind Employee may have had with any of the
Releasees, or in connection with Employees employment or termination of
employment, all claims and rights for wrongful discharge, breach of contract,  either
express or implied, interference with contract, emotional distress, back  pay, front pay,
benefits, fraud, misrepresentation, defamation, claims and  rights arising under the
Civil Rights Acts of 1964 and 1991, as amended, (which  prohibits the discrimination in
employment based on race, color, national  origin, religion or sex), the Americans with

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Disabilities Act (ADA), as amended  (which prohibits discrimination in
employment based  on disability), the Age  Discrimination in Employment Act (ADEA), as
amended (which  prohibits age  discrimination in employment), the National Labor
Relations Act, the Fair  Labor  Standards Act, the Employee Retirement Income Act of 1974
(ERISA), as amended  the  Family and Medical Leave Act (FMLA), as amended, the
Pennsylvania Wage and  Hour Laws,  the Pennsylvania Wage Payment and Collection Law, the
Pennsylvania  Human Relations Act,  the Health Insurance Portability and Accountability
Act  (HIPPA), and any and all other  claims or rights whether arising under federal,
state, or local law, rule, regulation,  constitution, ordinance or public policy.
Employees agree that Employee will not  initiate any civil complaint or institute  any
civil lawsuit, or file any arbitration  against Releasees, or any one of  them, based on
the fact or circumstance occurring up to  and including the date  of the execution by
Employee of this Agreement.

b)
Employee hereby agrees to waive any provisions of state or  federal law that explicitly
or implicitly would prevent the application of this  Agreement to claims which Employee
does not know of or expect to exist in  Employees favor at the time of executing
this Agreement which, if known by  Employee, would have materially affected his decision
to execute this Agreement.  In addition, Employee hereby agrees to waive any provisions
of state or federal  law which might require a more detailed specification of the claims
being  released pursuant to the provisions of this Agreement.

10.  Limitation on Release. Notwithstanding anything to the contrary set forth herein,
Employee does not hereby release Employer from any obligation to indemnify Employee for
third-party claims to which he may be entitled in the future in accordance with Employers
Bylaws or pursuant to any insurance policies of the Employer covering directors and
officers of the Employer.

11.  No Lawsuits. Employee understands and acknowledges that Employers purpose for
entering into this Agreement is to avoid any civil litigation or filing of arbitration
by Employee. Therefore, in the event the Employee has filed or files any civil
complaint, institutes any civil lawsuit, or initiates or continues any civil action
whatsoever, for a claim that is being released under paragraph 9 (excepting only an
action to compel compliance by Employer with this Agreement) against any of the
Releasees, the Employee shall pay back to Employer Seventy-Five percent (75%) of all
monies received or paid out under paragraphs 2 and 3(b), and any other thing of value
received under this Agreement to that date, with the maximum amount of interest allowed
by law compounded annually, and to pay Releasees their costs and attorneys fees
in such action. With respect to the Employees obligations to the Releasees under
paragraph 9, the Releasees shall also have the right of set-off against any obligation
to the Employee whether or not under this Agreement. The provisions of this paragraph 10
shall be inapplicable in any matters regarding the ADEA.

12.  Cooperation. Employee agrees to cooperate fully with Employer, its legal counsel and/or
insurance carrier in the defense of any claim, suit, action, charge, complaint or
controversy arising out of the Employees employment or area of responsibility
(including depositions, hearings and judicial proceedings, if necessary). Such
cooperation includes, but is not limited to, meeting with Employer personnel and/or its
attorneys in order

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to prepare for any such deposition, hearing or judicial proceeding.
Employee acknowledges that Employee has advised Employers legal counsel completely
and candidly of all facts that Employee is personally aware of that constitutes or might
reasonably constitute violations of Employers ethical standards, legal or
regulatory obligations.

13.  No Contract of Employment. This Agreement does not create and is not evidence of a
contract of employment between Employee and Employer. Employee understands, as does
Employer, that the employment relationship has at all times been one of
employment-at-will, with either party having the right to terminate the employment
relationship at any time with or without cause. Such mutual right of termination has
been in full force and effect throughout the entire period of Employees employment
with Employer.

14.  Reemployment. If the Employee should, at any time, following the execution of this
Agreement, become re-employed by the Employer, its past and present parent, affiliates,
or direct and indirect subsidiaries, Employee agrees to provide timely notice to
Employer of such employment. All amounts payable under this Agreement and Release shall
terminate as of the effective date of such employment, and Employee will be required, as
condition precedent to re-employment to return to Employer a pro-rata portion of any
amounts paid to Employee by Employer under this Agreement and Release.

15.  No Legal Liability. Employee agrees that the payments made and other consideration
received pursuant to this Agreement are not to be construed as an admission of legal
liability by Releasees or any one of them and that no person or entity shall utilize
this Agreement or the consideration received pursuant to this Agreement as evidence of
any admission of liability since Releasees expressly deny liability. Employer is
entering into this Agreement solely for the purpose of effectuating a mutually
satisfactory severance of Employees employment.

16.  Confidential Agreement. Employee agrees that the terms of this Agreement shall remain
confidential and shall not be disclosed or publicized under any circumstances to any
other person or entity (other than appropriate governmental officials, or Employees
spouse, counsel and accountant) unless authorized, in writing, by Employer or as
otherwise ordered by a court of competent jurisdiction or permitted by law.

17.  Severability. Should any clause of this Agreement be found to be in violation of law, or
ineffective or barred for any reason whatsoever, the remainder of the Agreement shall
continue in full force and effect; provided however, that if any release, waiver or
agreement set forth or referred to in this Agreement, including, but not limited to,
those set forth in paragraphs 8, 9 and 11, is declared to be invalid, illegal or
unenforceable, in whole or in part, Employer shall have the right to elect to consider
its obligations under this Agreement to be null and void as of the date of execution of
this Agreement and, in such case, any payments or benefits that had been afforded under
this Agreement shall be returned to Employer with the maximum amount of interest
permitted by law, compounded annually, except to the extent inconsistent with the ADEA.

18.  Remedies Cumulative. The Employee agrees that the remedies under paragraphs 8, 11 and 17
shall not constitute or be construed to constitute liquidated damages

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and shall not in  any way cancel or impair any right or remedy at law or
equity which Employer may  otherwise have.

19.  No Assignment. The rights and obligations conferred hereunder shall not be subject to
assignment without the prior consent of both Employee and Employer.

20.  Exclusive Agreement. Employee affirms that the only consideration for the signing of
this Agreement is the terms stated herein and that no other representations, promises or
agreements of any kind have been made to Employee by any person or entity whatsoever to
cause Employee to sign this Agreement. Employee and Employer affirm that this Agreement
sets forth the entire agreement between the parties with respect to the subject matter
contained herein and supersedes all prior or contemporaneous agreements or
understandings between the parties with respect to employment and/or the subject matter
contained herein. No alteration or other modification of this Agreement shall be
effective unless made in writing and signed by both parties.

21.  Acknowledgement. Employee acknowledges that Employee has read this Agreement and that
Employer has recommended and advised Employee to consult with an attorney prior to
executing this Agreement. Employee further acknowledges that Employee has been given a
period of forty-five (45) days within which to consider this Agreement before executing
it, and that if Employee does so before the end of such period, Employee does so of
Employees own free will and with the full knowledge that Employee could have taken
the full period. In the event Employee desires to execute this Agreement prior to the
end of the forty-five (45) day period, Employee shall also execute and provide to the
Employer an endorsement as provided in Exhibit A. If Employee does not
execute the Agreement on or before December 29, 2003, the offer by Employer to enter
into this Agreement shall automatically be withdrawn, and this Agreement shall be deemed
null and void without any further action by Employer.

22.  Effective Date. This Agreement will not become effective or enforceable until after
seven (7) days after Employee executes it without revocation. Employee may revoke this
Agreement within the seven (7) day period by sending written notice to Employer,
Attention: John N. Stulak, Vice President, PMA Insurance Group, but such notice must be
received within that seven (7) day period to be valid. If the Employee so revokes this
Agreement, the offer of the terms contained herein shall be automatically withdrawn, and
this Agreement shall be deemed null and void without any further action by Employer. If
revocation is not received within the seven (7) day period referred to above, this
Agreement will go into effect on the first business day immediately following the
expiration of that seven (7) day period (Effective Date).

23.  Affirmation. Employee affirms that (a) Employee has carefully read the foregoing
Agreement, (b) Employee fully understands the meaning, intent, and consequences of this
document, (c) Employee has signed the Agreement voluntarily, knowingly and without any
force and coercion, and (d) Employee intends to be bound by the promises contained in
this Agreement for the consideration stated in the Agreement and (e) Employee agrees
that the total compensation provided under this Agreement and Release includes
compensation and consideration that is not required by the policies and procedures

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of  Employer, its past or present parent, direct and indirect
subsidiaries or affiliates and  such compensation and consideration are not something to
which Employee was or is  indisputably entitled, but is solely being provided to Employee
in consideration of  Employees full, final and complete release of any and all
rights and claims under  this Agreement and Release and Employees complete and
timely performance of all of  the Employees obligations that are contained within
this Agreement and Release.

24.  Withholding Taxes. All applicable federal, state and local withholding taxes shall be
withheld from the payments made to Employee under and in connection with this Agreement.

25.  Counterparts. This Agreement may be executed simultaneously in two or more counterparts,
each of which shall be deemed an original, and it shall not be necessary in making proof
of this Agreement to produce or account for more than one such counterpart.

26.  Successors and Assigns. All covenants and other agreements in this Agreement contained
by or on behalf of the parties hereto shall bind and inure to the benefit of their
respective successors, heirs and assigns.

27.  Governing Law. This Agreement shall be interpreted and enforced pursuant to the internal
laws of the Commonwealth of Pennsylvania.

28.  Waiver. No term or provision of this Agreement may be changed, waived, discharged, or
terminated orally, but only by an instrument in writing signed by all parties hereto.

29.  Notices. All notices or other communications hereunder shall be in writing and addressed
as follows:

To
Employer:

PMA Capital Insurance Company andPMA Re Management Company1735 Market
Street, Suite 2800Philadelphia, PA 19103-7590Attention: John N. Stulak

To
Employee:

Stephen G. Tirney418 Kerr LaneSpringfield,
PA 19064

or to such other addresses or persons as the parties, from time
to time, may furnish one another by notice given in accordance with this
paragraph. All notices or other communications addressed pursuant to this
paragraph 27 and sent: (i) via facsimile or

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personal delivery shall be effective  when received; and (ii) via
first-class mail, postage pre-paid or overnight mail  shall be effective when properly
deposited.

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BY SIGNING THIS AGREEMENT AND RELEASE, YOU ACKNOWLEDGE THAT YOU
HAVE READ THIS AGREEMENT AND RELEASE, UNDERSTAND IT AND ARE VOLUNTARILY ENTERING
INTO IT.

PLEASE RETAIN A COPY OF THIS AGREEMENT AND RELEASE FOR YOUR RECORDS.

AGREED TO AND ACCEPTED BY:

EMPLOYEE

___/s/ Steven G. Tirney____________  Employee's Signature

___Steven G. Tirney______________  Employee's Name (Print)

____11-21-03___________________ Date

PMA Re MANAGEMENT COMPANY

By its:   /s/ William E. Hitselberger  Officer's Signature

William E. Hitselberger  Officer's Name (Print)

Vice President and Treasurer Officer's Title

November 13, 2003 Date

PMA CAPITAL INSURANCE COMPANY

By its:  /s/ Vincent T. Donnelly Officer's Signature

Vincent T. Donnelly  Officer's Name (Print)

Office of the President Officer's Title

November 13, 2003  Date

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EXHIBIT A

ENDORSEMENT

I,
___________________________  [print  name],  hereby  acknowledge  that I  have  been
advised that I have forty-five (45) days in which to consider  the foregoing Agreement
and Release and voluntarily chose to sign the Agreement  and Release prior to the
expiration of the 45-day period.

I
declare under  penalty of perjury under the laws of the Commonwealth or State of
_______________________________ [State or Commonwealth where you are signing  this
document] that the foregoing is true and correct.

EXECUTED
this ________________ day of ______________________ ,2003  at ___________________  ,
[State or  Commonwealth  where you are signing this  document].

_______________________    Employees Signature

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