Item 8.01 Other Events.

As previously announced on July 23, 2008, Philadelphia Consolidated Holding Corp. (the "Company") and Tokio Marine Holdings, Inc. ("Tokio Marine") entered into an Agreement and Plan of Merger (the "Merger Agreement") pursuant to which a wholly owned subsidiary of Tokio Marine would (subject to the satisfaction of various closing conditions) merge with and into the Company and Tokio Marine would acquire all outstanding shares of the Company for $61.50 per share in cash. On October 23, 2008, the Company issued a press release announcing that at its Special Meeting of Shareholders on October 23, 2008, shareholders approved a proposal to adopt the Merger Agreement. Over 77% of the outstanding shares of Company common stock voted on the proposal to adopt the Merger Agreement at the Special Meeting, and over 99% of these votes were in favor of the proposal. A copy of that press release is attached as Exhibit 99.1 to this report.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibit is filed with this Current Report on Form 8-K:

Exhibit No. Description
99.1 Press Release dated October 23, 2008.

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