Item 8.01 Other Events.

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. As previously announced, Tokio Marine received approval of its proposed acquisition of control of the Company from the Insurance Commissioner of the Commonwealth of Pennsylvania on October 3, 2008 and the Company's shareholders approved the Merger Agreement at the special meeting of the shareholders of the Company that was held on October 23, 2008. On October 31, 2008, the Florida Office of Insurance Regulation approved Tokio Marine's proposed acquisition of control of the Company.

The closing of the merger remains subject to, among other things, regulatory approval of the proposed merger transaction by the Financial Services Agency of Japan. The Company and Tokio Marine continue to expect that the closing of the merger will occur in the fourth quarter of 2008.

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