X0303 4/A 2008-12-01 2008-12-01 1 0000909109 PHILADELPHIA CONSOLIDATED HOLDING CORP PHLY 0001188224 KELLER CRAIG P SUITE 100 ONE BALA PLAZA BALA CYNWYD PA 19004 0 1 0 0 EVP & CFO Common Stock, no par value 2008-12-01 4 D 0 25440 61.50 D 0 D Options to purchase common stock (right to buy) 10.4533 2008-12-01 4 D 0 90000 D 2008-03-07 2013-03-07 common stock 90000 225000 D Options to purchase common stock (right to buy) 12.7933 2008-12-01 4 D 0 45000 D 2008-08-06 2013-08-06 common stock 45000 180000 D Options to purchase common stock (right to buy) 17.74 2008-12-01 4 D 0 90000 D 2009-02-11 2014-02-11 common stock 90000 90000 D Options to purchase common stock (right to buy) 22.6167 2008-12-01 4 D 0 90000 D 2010-02-10 2015-02-10 common stock 90000 0 D Stock Appreciation Rights 32.9967 2008-12-01 4 D 0 60000 D 2011-02-07 2016-02-07 Common Stock 60000 65459 D Stock Appreciation Rights 47.52 2008-12-01 4 D 0 26319 D 2012-02-21 2017-02-21 Common Stock 26319 39140 D Stock Appreciation Rights 34.18 2008-12-01 4 D 0 27560 D 2013-02-27 2018-02-27 Common Stock 27560 11580 D Stock Appreciation Rights 37.12 2008-12-01 4 D 0 11580 D 2013-04-29 2018-04-29 Common Stock 11580 0 D Disposed of pursuant to an Agreement and Plan of Merger dated as of July 22, 2008 by and among the Issuer, Tokio Marine Holdings, Inc., and Tokio Marine Investment (Pennsylvania) Inc. (the "Merger Agreement") which provided that, at the effective time of the merger, each share of common stock would be converted into the right to receive $61.50 in cash. Includes 13,218 of restricted shares and performance shares for which, pursuant to the Merger Agreement, all vesting or holding conditions were waived. Effective at the time of the closing of the transactions contemplated by the Merger Agreement, each option, whether or not fully vested, ceased to represent a right to acquire shares of common stock of the Issuer and was converted into the right to receive a cash payment representing the difference between the exercise price of the option and $61.50, multiplied by the number of shares subject to the option. Effective at the time of the closing of the transactions contemplated by the Merger Agreement, each stock appreciation right, whether or not fully vested, ceased to represent a right to acquire shares of common stock of the Issuer and was converted into the right to receive a cash payment representing the difference between the reference price and $61.50, multiplied by the number of shares subject to the stock appreciation right. The exit box was inadvertently not checked on the original filing and is now checked. Craig P. Keller, Attorney-in-Fact 2008-12-03