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FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
MAGUIRE CHRISTOPHER JAMES
(Last)(First)(Middle)
SUITE 100, ONE BALA PLAZA
(Street)
BALA CYNWYDPA19004
(City)(State)(Zip)
2. Issuer Name and Ticker or Trading Symbol
PHILADELPHIA CONSOLIDATED HOLDING CORP [PHLY]		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP & COO
3. Date of Earliest Transaction (Month/Day/Year)
12/01/2008
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code
(Instr. 8)		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		7. Nature of Indirect Beneficial Ownership
(Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock, no par value 12/01/2008 D  486,892 D$ 61.5 (1) 0 D  
Common Stock, no par value 12/01/2008 D  73,795 D$ 61.5 0 I See footnote (2) (3) (4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code
(Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		6. Date Exercisable and Expiration Date
(Month/Day/Year)		7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		8. Price of Derivative Security
(Instr. 5)		9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		11. Nature of Indirect Beneficial Ownership
(Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Options to Purchase Common Stock (right to buy) $ 4.7917 12/01/2008 D   71,448 01/03/200501/03/2010 Common Stock 71,448 (5) 900,000 D  
Options to Purchase Common Stock (right to buy) $ 7.6043 12/01/2008 D   15,000 11/01/200511/01/2010 Common Stock 15,000 (5) 885,000 D  
Options to Purchase Common Stock (right to buy) $ 8.6667 12/01/2008 D   225,000 01/09/200601/09/2011 Common Stock 225,000 (5) 660,000 D  
Options to Purchase Common Stock (right to buy) $ 9.9333 12/01/2008 D   75,000 08/31/200608/31/2011 Common Stock 75,000 (5) 585,000 D  
Options to Purchase Common Stock (right to buy) $ 12.8267 12/01/2008 D   105,000 01/22/200701/22/2012 Common Stock 105,000 (5) 480,000 D  
Options to Purchase Common Stock (right to buy) $ 13.4033 12/01/2008 D   30,000 06/04/200706/04/2012 Common Stock 30,000 (5) 450,000 D  
Options to Purchase Common Stock (right to buy) $ 9.94 12/01/2008 D   75,000 10/18/200710/18/2012 Common Stock 75,000 (5) 375,000 I See Footnote (6)
Options to Purchase Common Stock (right to buy) $ 10.3 12/01/2008 D   60,000 03/04/200803/04/2013 Common Stock 60,000 (5) 315,000 I See Footnote (6)
Options to Purchase Common Stock (right to buy) $ 10.4533 12/01/2008 D   90,000 03/07/200803/07/2013 Common Stock 90,000 (5) 225,000 I See Footnote (6)
Options to Purchase Common Stock (right to buy) $ 12.7933 12/01/2008 D   45,000 08/06/200808/06/2013 Common Stock 45,000 (5) 180,000 D  
Options to Purchase Common Stock (right to buy) $ 17.74 12/01/2008 D   90,000 02/11/200902/11/2014 Common Stock 90,000 (5) 90,000 D  
Options to Purchase Common Stock (right to buy) $ 22.6167 12/01/2008 D   90,000 02/10/201002/10/2015 Common Stock 90,000 (5) 0 D  
Stock Appreciation Right $ 32.9967 12/01/2008 D   60,000 02/07/201102/07/2016 Common Stock 60,000 (7) 65,659 D  
Stock Appreciation Right $ 47.52 12/01/2008 D   26,319 02/21/201202/21/2017 Common Stock 26,319 (7) 39,140 D  
Stock Appreciation Right $ 34.18 12/01/2008 D   27,560 02/27/201302/27/2018 Common Stock 27,560 (7) 11,580 D  
Stock Appreciation Right $ 37.12 12/01/2008 D   11,580 04/29/201304/29/2018 Common Stock 11,580 (7) 0 D  
Explanation of Responses:
1. 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. Also includes 310,000 shares issued under an employee or director stock purchase plan for which, pursuant to the Merger Agreement, all vesting or holding conditions were waived.
2. On November 9, 2006, a trust (the "Trust") of which the Reporting Person is a beneficiary and co-trustee entered into a forward purchase agreement with Deutsche Bank AG, London Branch (the "Agreement") relating to up to 299,448 shares (the "Contract Amount") of Common Stock. The Agreement provided that the Trust would deliver up to 299,448 shares (or, at the Trust's option, the cash equivalent) on November 7, 2008 (the "Settlement Date").
3. The number of shares delivered on the Settlement Date was determined pursuant to the Agreement as follows: (a) if the price of the shares on the Settlement Date (the "Settlement Value") is less than or equal to $41.9168 (the "Floor Price"), the number of shares will be equal to the Contract Amount; (b) if the Floor Price is less than the Settlement Value, and the Settlement Value is less than $56.5877 (the "Threshold Price"), the number of shares will be equal to the Contract Amount multiplied by a fraction whose numerator is the Floor Price and whose denominator is the Settlement Value; (c) if the Settlement Value is greater than the Threshold Price, then the number of shares will be equal to the Contract Amount minus such Contract Amount multiplied by a fraction whose numerator is the Threshold Price, minus the Floor Price, and whose denominator is the Settlement Value. The Settlement Value was $59.35, and based upon this, 73,795 shares were delivered on the Settlement Date.
4. The Trust received $10,556,149.52 in November 2006 under the Agreement. The Reporting Person is a trustee and beneficiary of the Trust which has entered into the Agreement. Refer to the first sentence of footnote #1.
5. 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.
6. These options are owned by The Christopher J. Maguire 2008 Annuity Trust Dated June 18, 2008, of which Mr. Maguire is the trustee and beneficiary.
7. 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.
Craig P.Keller, Attorney-In-Fact12/03/2008
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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