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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Philadelphia Consolidated Corp (MM) | NASDAQ:PHLY | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 61.45 | 0 | 01:00:00 |
þ | Preliminary Proxy Statement | |
o | Confidential, for Use of the Commission Only (as permitted by Rule 14a- 6(e)(2) ) | |
o | Definitive Proxy Statement | |
o | Definitive Additional Materials | |
o | Soliciting Material Pursuant to §240.14a-12 |
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o | Fee paid previously with preliminary materials. | |
o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
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(1) | To elect eleven Directors; | ||
(2) | To vote on an amendment to the Companys Articles of Incorporation to adopt a majority voting standard for Directors in uncontested elections and eliminate cumulative voting for Directors; | ||
(3) | To vote on an amendment to the Companys Articles of Incorporation to increase the number of authorized shares of common stock from 100,000,000 to 125,000,000; | ||
(4) | To vote on the approval of the appointment of the Companys independent registered public accounting firm for the year 2008; and | ||
(5) | To consider such other business as may properly come before the meeting. |
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| Internet: You can vote over the Internet at the web address shown on your proxy card. Internet voting is available 24 hours a day. If you have access to the Internet, we encourage you to vote this way. If you vote over the Internet, do not return your proxy card. | ||
| Telephone: You can vote by calling the toll-free telephone number on your proxy card. Telephone voting is available 24 hours a day. Easy-to-follow voice prompts allow you to vote your shares and confirm that your instructions have been properly recorded. If you vote over the telephone, do not return your proxy card. | ||
| Proxy Card: You can vote by signing, dating and mailing your proxy card in the postage-paid envelope provided. | ||
| Vote in Person: You can attend the Annual Meeting and vote at the meeting. |
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Name | Age | Position | ||||
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||||||
James J. Maguire
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74 | Chairman of the Board of Directors | ||||
James J. Maguire, Jr.
|
47 | Director, President and Chief Executive Officer | ||||
Sean S. Sweeney
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50 | Director, Executive Vice President | ||||
Aminta Hawkins Breaux
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49 | Director | ||||
Michael J. Cascio
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52 | Director | ||||
Elizabeth H. Gemmill
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62 | Director | ||||
Paul R. Hertel, Jr.
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80 | Director | ||||
Michael J. Morris
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73 | Director | ||||
Shaun F. OMalley
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72 | Director | ||||
Donald A. Pizer
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63 | Director | ||||
Ronald R. Rock
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48 | Director | ||||
Craig P. Keller
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57 | Executive Vice President, Secretary, Treasurer, and Chief Financial Officer | ||||
Christopher J. Maguire
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43 | Executive Vice President | ||||
T. Bruce Meyer
|
53 | President and Chief Executive Officer, Liberty American Insurance Group |
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Shares | Percent | |||||||
Beneficially | Beneficially | |||||||
Name (1) | Owned (2) | Owned | ||||||
James J. Maguire
|
11,107,907 | (3) | 15.4 | % | ||||
James J. Maguire, Jr.
|
1,674,511 | (4) | 2.3 | % | ||||
Frances M. Maguire
|
8,257,530 | (5) | 11.5 | % | ||||
Aminta Hawkins Breaux
|
3,754 | * | ||||||
Michael J. Cascio
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14,517 | * | ||||||
Elizabeth H. Gemmill
|
21,563 | * | ||||||
Paul R. Hertel, Jr.
|
54,270 | (6) | * | |||||
Michael J. Morris
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18,152 | * | ||||||
Shaun F. OMalley
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4,870 | * | ||||||
Donald A. Pizer
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5,012 | * | ||||||
Ronald R. Rock
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4,910 | * | ||||||
Sean S. Sweeney
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419,227 | (7) | * | |||||
Craig P. Keller
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115,440 | (8) | * | |||||
Christopher J. Maguire
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1,447,788 | (9) | 2.0 | % | ||||
T. Bruce Meyer
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7,609 | * | ||||||
EARNEST Partners, LLC
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5,048,167 | (10) | 7.0 | % | ||||
FMR Corp.
|
4,342,420 | (11) | 6.0 | % | ||||
All Directors and Executive Officers as a Group (14 persons)
|
14,311,530 | 19.4 | % |
* | Less than 1% | |
(1) | The named shareholders business address is One Bala Plaza, Suite 100, Bala Cynwyd, PA 19004, except that the business address of EARNEST Partners, LLC is 1180 Peachtree Street, NE, Suite 2300, Atlanta, GA 30309; and the business address of FMR Corp. is 82 Devonshire Street, Boston, MA 02109. | |
(2) | To the Companys knowledge, the persons named in the table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them, unless otherwise noted in the footnotes to this table. | |
(3) | Of these shares, 5,251,500 are owned jointly by Mr. Maguire and his wife Frances M. Maguire, as to which Mr. Maguire shares the voting and investment power with his wife; 824,798 shares are owned by The Maguire Foundation, of which Mr. Maguire is co-director with his wife and shares voting and investment power with his wife for such shares; and 588,000 are owned of record by his wife. Mr. Maguire disclaims beneficial ownership of the 588,000 shares owned of record by his wife. | |
As of March 14, 2008, 1,734,228 shares were pledged in connection with margin loans made by a broker. | ||
(4) | Of these shares, 332,448 shares are owned by a trust for the benefit of Mr. James J. Maguire, Jr.; and 840,000 shares are subject to currently outstanding options exercisable on or before 60 days from March 7, 2008. | |
As of March 14, 2008, 337,748 shares were pledged in connection with margin loans made by a broker. | ||
(5) | Of these shares, 989,836 are held by a trust established by Mr. James J. Maguire of which the children of Ms. Maguire and Mr. James J. Maguire are the beneficiaries and of which Ms. Maguire is sole trustee and possesses sole voting and investment power with respect to such shares; 603,396 shares are in trusts for the children of Mr. and Mrs. James J. Maguire, as to which Ms. Maguire is deemed to be beneficial owner of such shares because she has shared voting and investment power of such shares as co-trustee of these trusts; 5,251,500 shares are owned jointly by Ms. Maguire and her husband James J. Maguire, as to which Ms. Maguire shares the voting and investment power with her husband; and 824,798 shares are owned by The Maguire Foundation, of which Ms. Maguire is co-director with her husband, and shares voting and investment power with her husband for such shares. | |
As of March 14, 2008, 1,278,480 shares were pledged in connection with margin loans made by a broker. |
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(6) | Of these shares, 50,000 are owned by P&E Limited Partnership, a family limited partnership, in which Mr. Hertel, Jr. and his wife own the stock of the corporate general partner and are also limited partners. | |
(7) | Shares beneficially owned include 135,000 shares subject to currently outstanding options exercisable on or before 60 days from March 7, 2008. | |
(8) | Shares beneficially owned include 90,000 shares subject to currently outstanding options exercisable on or before 60 days from March 7, 2008. | |
(9) | Shares beneficially owned include 596,448 shares subject to currently outstanding options exercisable on or before 60 days from March 7, 2008 and 299,448 shares held by a trust for Mr. Maguire as to which he has shared voting and investment power. These 299,448 shares are pledged to an investment banking firm to secure the obligations to such firm of a trust for Mr. Maguire, of which he is a co-trustee, in connection with a forward transaction entered into in 2006 by the trust with such firm. | |
As of March 14, 2008, 162,774 shares were pledged in connection with margin loans made by a broker. | ||
(10) | According to the Schedule 13G filed in February 2008 with the SEC by EARNEST Partners, LLC: EARNEST Partners, LLC has sole voting power with respect to 1,689,447 of such shares, shared voting power with respect to 1,596,538 of such shares and sole investment power with respect to 5,048,167 of such shares; and all of its shares were acquired in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Company and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. | |
(11) | According to the Schedule 13G filed in February 2008 with the SEC by FMR Corp.: FMR Corp. has sole voting power with respect to 109,620 of such shares and sole investment power with respect to 4,342,420 of such shares; and all of its shares were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the Company and were not acquired in connection with or as a participant in any transaction having such purpose or effect. |
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Argonaut Group Inc.
Aspen Insurance Group Inc.
Cincinnati Financial Corp.
Commerce Group Inc. / MA
Endurance Specialty Holdings LTD
Erie Indemnity Co.
Financial Security Assurance Holdings LTD/NY
Harleysville Group Inc.
HCC Insurance Holdings Inc.
Horace Mann Educators Corp.
Markel Corp.
Infinity Property & Casualty Corp.
Max Re Capital Ltd.
Ohio Casualty Corp.
Platinum Underwriters Holdings Ltd.
Renaissance Holdings Ltd
RLI Corp.
Selective Insurance Group Inc.
State Auto Financial Corp.
21st Century Insurance Group
WR Berkley Corp.
Zenith National Insurance Corp.
annual base salary;
annual incentive bonuses;
long term incentive compensation, which may consist of stock
appreciation rights, stock options, performance based share awards,
restricted stock and other equity based awards; and
retirement and other benefits.
internal pay equity;
external competitiveness base salaries of NEOs in the peer group;
the NEOs level of responsibility;
the NEOs performance;
the CEOs recommendations for each of the NEOs other than the CEO
and the Chairman; and
the Chairmans recommendations for the CEO.
100% if earnings per share were $3.30;
75% if earnings per share were $3.10;
50% if earnings per share were $2.97; and
0% if earnings per share were less than $2.97.
100% if our 2007 statutory combined ratio is within the top quartile of the peer
group;
50% if our 2007 statutory combined ratio is within the second quartile of the peer
group; and
0% if our 2007 statutory combined ratio is below the second quartile of the peer
group.
Ace Group
AIG Companies
American Financial Group Inc
Arch Capital Group Ltd
Argo Group International Holdings
Baldwin Lyons
Berkley (W R) Corp
Chubb Group
Cincinnati Financial Corp
CNA Insurance Companies
Darwin Underwriters
Firemans Fund
HCC Insurance Holdings Inc.
Markel Corp
Navigators
RLI Corp
Safeco Corp
Selective Ins Group Inc
The Travelers Companies
United America Indemnity Ltd
XL Capital.
Aminta Hawkins Breaux
Elizabeth H. Gemmill
Paul R. Hertel, Jr.
Non-Equity
Incentive Plan
All Other
Name and Principal
Salary
Bonus (1)
Stock Awards
Option Awards (3)
Compensation
Compensation (4)
Total
Position
Year
($)
($)
(2) ($)
($)
($)
($)
($)
President and Chief
Executive Officer
2007
2006
550,000
500,000
67,296
1,224,216
1,104,300
600,000
375,000
171,332
131,659
2,612,844
2,110,959
Executive Vice
President,Secretary,
Treasurer and Chief
Financial Officer
2007
2006
435,000
375,000
44,753
695,855
621,213
412,500
250,000
125,694
80,728
1,713,802
1,326,941
Chairman of the
Board
2007
2006
1,000,000
1,000,000
91,488
73,197
1,091,488
1,073,197
Executive Vice
President
2007
2006
435,000
400,000
44,753
583,927
696,833
412,500
281,250
129,314
88,841
1,605,494
1,466,924
Maguire, Executive
Vice President
2007
2006
435,000
400,000
44,753
818,759
858,490
412,500
281,250
121,701
77,474
1,832,713
1,617,214
(1)
Bonuses are awarded based upon the achievement of certain performance targets. Accordingly,
for 2007 and 2006 these bonus amounts are reported in the Non-Equity Incentive Plan
Compensation column.
(2)
The amounts in this column are calculated based on SFAS 123R (excluding estimate of
forfeiture) and equal the aggregate dollar amount of compensation expense related to awards of
performance based shares to each of the Named Executive Officers that was recognized in our
2007 Consolidated Statements of Operation and Comprehensive Income. No such shares were
issued during 2006. Under SFAS 123R, a pro-rata portion of the total expense at time of grant
is recognized over the vesting schedule of the grant. The initial expense is based on the
fair value of such shares as of the date of grant.
(3)
The amounts in this column are calculated based on SFAS 123R (excluding estimate of
forfeiture) and equal the aggregate dollar amount of compensation expense related to awards of
options and stock appreciation rights to each of the Named Executive Officers that was
recognized in our 2006 and 2007 Consolidated Statements of Operations and Comprehensive
Income. Under SFAS 123R, a pro-rata portion of the total expense at time of grant is
recognized over the vesting schedule of the grant. The initial expense is based on the fair
value of the stock option and stock appreciation rights grants as estimated using the
Black-Scholes option-pricing model. The assumptions used to arrive at the Black-Scholes values
are disclosed in Note 11 and Note 13 to our consolidated financial statements included in our
Annual Report on Form 10-K for the years ended December 31, 2007 and December 31, 2006,
respectively.
(4)
Included in All Other Compensation is the aggregate incremental cost to the Company of
providing various perquisites, the incremental cost to the Company of providing subsidized
benefits, miscellaneous cash payments, matching contributions for plan year 2007 and 2006
(paid in January 2008 and 2007) under the Companys 401(k) plan, group term life insurance
premiums and the 2007 and 2006 (credited in 2008 and 2007) annual discretionary award pursuant
to the Philadelphia Insurance Companies Key Employee Deferred Compensation Plan, as well as
the amount of non-accountable expense allowances.
(a)
For 2007, perquisites for Mr. James J. Maguire, Jr. included one automobile lease
payment; personal travel expenses relating to participation in a Company sponsored Ironman
event and marketing contest; and Company provided automobile insurance. The only perquisite exceeding
the greater of $25,000 or 10% of total perquisites provided to Mr Maguire, Jr. was a non
accountable expense allowance ($75,200). The 2007 (credited in 2008) annual discretionary
award pursuant to the Philadelphia Insurance Companies Key Employee Deferred Compensation
Plan for Mr. Maguire, Jr. was $80,750.
For 2006, perquisites for Mr. James J. Maguire, Jr. included club membership dues;
reimbursement of medical expenses not covered by the Companys health plan; personal travel
expenses relating to participation in a Company sponsored Ironman event, tax preparation
expenses, payment of health insurance premiums in excess of the Company provided benefit,
and Company provided automobile insurance. The only perquisite exceeding the greater of
$25,000 or 10% of total perquisites provided to Mr. Maguire, Jr. was automobile lease
payments ($28,106). The 2006 (credited in 2007) annual discretionary award pursuant to
the Philadelphia Insurance Companies Key Employee Deferred Compensation Plan for Mr.
Maguire, Jr. was $68,000.
(b)
For 2007, perquisites for Mr. Craig P. Keller included matching contributions for
plan year 2007 (paid in 2008) under the Companys 401(k) plan and Company provided
automobile insurance. The only perquisite exceeding the greater of $25,000 or 10% of
total perquisites provided to Mr. Keller was a non-accountable expense allowance
($43,200). The 2007 (credited in 2008) annual discretionary award pursuant to the
Philadelphia Insurance Companies Key Employee Deferred Compensation Plan for Mr. Keller
was $63,900.
For 2006, perquisites for Mr. Craig P. Keller included an automobile allowance; club
membership dues; health insurance premiums in excess of the Company provided benefit;
matching contributions for plan year 2006 (paid in 2007) under the Companys 401(k) plan;
reimbursement of medical expenses not covered by the Companys health plan and Company
provided automobile insurance. The 2006 (credited in 2007) annual discretionary award
pursuant to the Philadelphia Insurance Companies Key Employee Deferred Compensation Plan
for Mr. Keller was $43,125.
(c)
For 2007, perquisites for Mr. James J. Maguire included reimbursements of personal
auto expenses; matching contributions for plan year 2007 (paid in 2008) under the
Companys 401(k) plan; and Company provided automobile insurance. The only perquisites
exceeding the greater of $25,000 or 10% of total perquisites provided to Mr. Maguire was a
non-accountable expense allowance ($38,699) and personal use of Company owned automobiles
($36,029).
For 2006, perquisites for Mr. James J. Maguire included personal use of Company owned
automobiles; club membership dues and related personal expenses; estate planning services;
matching contributions for plan year 2006 (paid in 2007) under the Companys 401(k) plan;
tax preparation expenses, payment of health insurance premiums in excess of the Company
provided benefit, and Company provided automobile insurance.
(d)
For 2007, perquisites for Mr. Sean S. Sweeney included payment of personal travel
expenses related to participation in a Company sponsored marketing contest; matching
contributions for plan year 2007 (paid in 2008) under the Companys 401(k) plan; and
Company provided automobile insurance. The only perquisite exceeding the greater of
$25,000 or 10% of total perquisites provided to Mr. Sweeney was a non-accountable expense
allowance ($43,200). The 2007 (credited in 2008) annual discretionary award pursuant to
the Philadelphia Insurance Companies Key Employee Deferred Compensation Plan for Mr.
Sweeney was $63,900.
For 2006, perquisites for Mr. Sean S. Sweeney included an automobile allowance; club
membership dues; payment of personal travel expenses related to participation in a Company
sponsored Ironman event and marketing contest; matching contributions for plan year 2006
(paid in 2007) under the Companys 401(k) plan; payment of health insurance premiums in
excess of the Company provided benefit, reimbursement of medical expenses not covered by
the Companys health plan and Company provided automobile insurance. The 2006 (credited
in 2007) annual discretionary award pursuant to the Philadelphia Insurance Companies Key
Employee Deferred Compensation Plan for Mr. Sweeney was $46,875.
(e)
For 2007, perquisites for Mr. Christopher J. Maguire included matching contributions
for plan year 2007 (paid in 2008) under the Companys 401(k) plan and Company provided
automobile insurance. The only perquisite exceeding the greater of $25,000 or 10% of
total perquisites provided to Mr. Christopher J. Maguire was a non-accountable expense
allowance ($43,200). The 2007 (credited in 2008) annual discretionary award pursuant to
the Philadelphia Insurance Companies Key Employee Deferred Compensation Plan for Mr.
Christopher J. Maguire was $63,900.
For 2006, perquisites for Mr. Christopher J. Maguire included an automobile allowance;
health insurance premiums in excess of the Company provided benefit; matching contributions
for plan year 2006 (paid in
2007) under the Companys 401(k) plan; club membership dues and
Company provided automobile insurance. The 2006 (credited in 2007) annual discretionary
award pursuant to the Philadelphia Insurance Companies Key Employee Deferred Compensation
Plan for Mr. Christopher J. Maguire was $46,875.
All Other
Stock
Awards:
Number of
All Other
Securities
Exercise or
Grant Date
Date of
Estimated Possible
Stock
Underlying
Base Price of
Fair Value of
Compensation
Payouts Under Non-Equity
Awards:
Stock
Stock
Stock
Committee Meeting
Incentive Plan Awards (1)
Number of
Appreciation
Appreciation
Appreciation
at which Grant Was
Threshold
Target
Maximum
Units (2)
Rights (3)
Rights
Rights (4) (5)
Name
Grant Date
Approved
($)
($)
($)
(#)
(#)
($/Sh)
($)
200,000
400,000
600,000
2/21/2007
2/15/2007
39,577
47.52
956,576
2/21/2007
2/15/2007
5,260
249,955
68,750
275,000
412,500
2/21/2007
2/15/2007
26,319
47.52
498,745
2/21/2007
2/15/2007
3,498
166,225
68,750
275,000
412,500
2/21/2007
2/15/2007
26,319
47.52
498,745
2/21/2007
2/15/2007
3,498
166,225
68,750
275,000
412,500
2/21/2007
2/15/2007
26,319
47.52
636,130
2/21/2007
2/15/2007
3,498
166,225
(1)
The actual bonus incentive amounts paid for 2007 performance (which amounts were paid in
February 2008) are reported in the Non-Equity Incentive Plan Compensation Column in the
Summary Compensation Table above. See the section of the Compensation Discussion and
Analysis above captioned Annual Incentive Compensation for additional information
concerning these bonuses.
(2)
Performance based shares were granted to the Named Executive Officers in 2007 under the
Amended and Restated Employees Stock Incentive and Performance Based Compensation Plan (the
Plan). No performance based shares were awarded to Mr. James J. Maguire. The performance
based shares granted to the Named Executive Officers in 2007 cliff vest on the date, if any,
in 2010 on which the Compensation Committee certifies that the performance goals, for such
vesting have been met, and any such vesting will occur only if the holder is still an employee
of the Company as of such date (unless they vest earlier as a result of a change in control).
Such goals are described above under the section captioned Long-Term Equity Compensation.
(3)
Stock appreciation rights were granted to the Named Executive Officers in 2007 under the
Amended and Restated Employees Stock Incentive and Performance Based Compensation Plan (the
Plan). No stock appreciation rights were awarded to Mr. James J. Maguire. The stock
appreciation rights granted to the Named Executive Officers in 2007 are exercisable after the
fifth anniversary from date of grant (unless exercisable earlier as a result of a change of
control or the death of the holder of such rights) and only, if the holder is still an
employee of the Company as of such date, unless termination of employment occurred because of
the holders death.
(4)
The Black-Scholes option pricing model was used to estimate the grant date fair value for the
stock appreciation rights awards in this column. The assumptions used to arrive at the
Black-Scholes values are disclosed in Note
11 to our consolidated financial statements
included in our Annual Report on Form 10-K for the year ended December 31, 2007. For stock
appreciation rights granted to the Named Executive Officers in 2007, the Black-Scholes value
was $24.17 for each stock appreciation right granted to Messrs. James J. Maguire, Jr. and
Christopher J. Maguire and $18.95 for each stock appreciation right granted to Messrs. Craig
P. Keller and Sean S. Sweeney.
(5)
The amounts in this column for performance based shares are calculated based on SFAS 123R
(excluding estimate of forfeiture) and equal the aggregate dollar amount of compensation
expense related to awards of performance based shares to each of the Named Executive Officers
that was recognized in our 2007 Consolidated Statements of Operation and Comprehensive Income.
No such shares were issued during 2006. Under SFAS 123R, a pro-rata portion of the total
expense at time of grant is recognized over the vesting schedule of the grant. The initial
expense is based on the fair value of such shares as of the date of grant.
Option/SAR Awards
Stock Awards
Equity
Equity
Equity
Incentive
Incentive
Incentive Plan
Plan Awards:
Plan Awards:
Awards:
Number of
Number of
Number of
Number of
Market or
Securities
Securities
Securities
Unearned
Payout Value
Underlying
Underlying
Underlying
Option
Shares That
of Unearned
Unexercised
Unexercised
Unexercised
Exercise
Option
Have Not
Shares That
Options
Options (#)
Unearned Options
Price
Expiration
Vested
Have Not
Name
(#) Exercisable
Unexercisable (3)
(#)
($)
Date
(#)
Vested ($) (4)
5,260
206,981
300,000
4.63
10/19/2009
15,000
7.60
11/1/2010
150,000
8.67
1/9/2011
75,000
13.40
6/4/2012
300,000
9.94
10/18/2012
60,000
12.79
8/6/2013
150,000
17.74
2/11/2014
150,000
22.62
2/10/2015
90,000
33.00
2/7/2016
39,577
47.52
2/21/2017
3,498
137,646
30,000
13.40
6/4/2012
60,000
10.30
3/4/2013
90,000
10.45
3/7/2013
45,000
12.79
8/6/2013
90,000
17.74
2/11/2014
90,000
22.62
2/10/2015
60,000
33.00
2/7/2016
26,319
47.52
2/21/2017
3,498
137,646
105,000
12.83
1/22/2012
30,000
13.40
6/4/2012
45,000
12.79
8/6/2013
90,000
17.74
2/11/2014
90,000
22.62
2/10/2015
60,000
33.00
2/7/2016
26,319
47.52
2/21/2017
3,498
137,646
71,448
4.79
1/3/2010
15,000
7.60
11/1/2010
225,000
8.67
1/9/2011
75,000
9.93
8/31/2011
105,000
12.83
1/22/2012
30,000
13.40
6/4/2012
75,000
9.94
10/18/2012
60,000
10.30
3/4/2013
90,000
10.45
3/7/2013
45,000
12.79
8/6/2013
90,000
17.74
2/11/2014
90,000
22.62
2/10/2015
60,000
33.00
2/7/2016
26,319
47.52
2/21/2017
(1)
All share and per share amounts with respect to options granted prior to March 1, 2006 were
restated to reflect a two-for-one split of the Companys common stock distributed in November
1997, and a three-for-one split of the Companys common stock distributed in March 2006.
(2)
All awards made prior to 2006 were stock options. All awards made in 2007 and 2006 were stock
appreciation rights and performance based shares.
(3)
Vesting dates of unvested awards are as follows:
(a)
Mr. James J. Maguire, Jr. 60,000 awards vest on August 6, 2008; 150,000 awards vest
on February 11, 2009; 150,000 awards vest on February 10, 2010; 5,260 awards vest on the
date in 2010 on which the Compensation Committee certifies that the performance goals for
such vesting have been met; 90,000 awards vest on February 7, 2011; 39,577 awards vest on
February 21, 2012.
(b)
Mr. Craig P. Keller 60,000 awards vest on March 4, 2008; 90,000 awards vest on March
7, 2008; 45,000 awards vest on August 6, 2008; 90,000 awards vest on February 11, 2009;
90,000 awards vest on February 10, 2010; 3,498 awards vest on the date in 2010 on which the
Compensation Committee certifies that the performance goals for such vesting have been met;
60,000 awards vest on February 7, 2011; 26,319 awards vest on February 21, 2012.
(c)
Mr. Sean S. Sweeney 45,000 awards vest on August 6, 2008; 90,000 awards vest on
February 11, 2009; 90,000 awards vest on February 10, 2010; 3,498 awards vest on the date
in 2010 on which the Compensation Committee certifies that the performance goals for such
vesting have been met; 60,000 awards vest on February 7, 2011; 26,319 awards vest on
February 21, 2012.
(d)
Mr. Christopher J. Maguire 60,000 awards vest on March 4, 2008; 90,000 awards vest
on March 7, 2008; 45,000 awards vest on August 6, 2008; 90,000 awards vest on February 11,
2009; 90,000 awards vest on February 10, 2010; 3,498 awards vest on the date in 2010 on
which the Compensation Committee certifies that the performance goals for such vesting have
been met; 60,000 awards vest on February 7, 2011; 26,319 awards vest on February 21, 2012.
(4)
The number of shares reported is the target number of performance based shares granted in
February 2007. The market value of these shares reflects the Companys common stock price on
the NASDAQ Global Select Market of $39.35 on December 31, 2007.
Option Awards
Number of Shares
Acquired on
Value Realized on
Exercise
Exercise (1)
Name
(#)
($)
105,000
3,710,687
156,000
5,813,661
(1)
Upon exercise of an option, an individual does not receive cash equal to the amount contained
in the Value Realized on Exercise column of this table until the shares received upon exercise
of an option are sold. The amount contained in such column reflects the difference between
the market price of the Companys Common Stock at the option exercise date and the exercise
price of the options.
Executive
Registrant
Aggregate
Contributions in
Contributions in
Aggregate Earnings
Withdrawals/
Aggregate Balance
Last FY
Last FY (2) (3)
in Last FY
Distributions
at Last FYE (1)
Name (1)
($)
($)
($)
($)
($)
68,000
181
413,419
43,125
38,732
55,189
422,403
(132,946
)
437,847
1,180,597
46,875
48,886
594,031
46,875
(161
)
232,237
(1)
Aggregate balances at last FYE are calculated pursuant to the Philadelphia Insurance
Companies Key Employee Deferred Compensation Plan, except for Mr. James J. Maguire whose
balance is calculated pursuant to the Philadelphia Insurance Companies Executive Deferred
Compensation Plan.
(2)
The amounts in this column vest ratably over five years; any unvested amounts vest in full
upon retirement at age 62 or thereafter.
(3)
These amounts were earned in 2006 and credited to the respective NEOs participant account in
2007. The amounts earned in 2007 and credited to the NEOs participant account in 2008 are as
follows: Mr. Maguire, Jr. $80,750, Mr. Keller $63,900, Mr. James J. Maguire $0, Mr.
Sweeney $63,900 and Mr. Christopher J. Maguire $63,900. These amounts are also included
in the All Other Compensation column in the Summary Compensation Table for each NEO.
Termination
Resignation for
without Cause
Good Reason
Following a
Following a
Termination
Resignation for
Change In
Hostile Change
Hostile Change In
without Cause
(1)
Good Reason
(1)
Control
(2)
In Control
(3)
Control
(3)
($)
($)
($)
($)
($)
$
2,079,000
$
2,079,000
$
3,119,000
$
3,119,000
21,000
21,000
21,000
21,000
$
8,175,000
8,175,000
8,175,000
$
2,100,000
$
2,100,000
$
8,175,000
$
11,315,000
$
11,315,000
$
1,530,000
$
1,530,000
$
2,295,000
$
2,295,000
21,000
21,000
21,000
21,000
$
9,539,000
9,539,000
9,539,000
1,565,000
1,565,000
$
1,551,000
$
1,551,000
$
9,539,000
$
13,420,000
$
13,420,000
$
1,000,000
$
1,000,000
$
4,000,000
$
4,000,000
$
1,000,000
$
1,000,000
$
4,000,000
$
4,000,000
$
1,530,000
$
1,530,000
$
2,295,000
$
2,295,000
21,000
21,000
21,000
21,000
$
5,195,000
5,195,000
5,195,000
$
1,551,000
$
1,551,000
$
5,195,000
$
7,511,000
$
7,511,000
$
1,530,000
$
1,530,000
$
2,295,000
$
2,295,000
21,000
21,000
21,000
21,000
$
9,539,000
9,539,000
9,539,000
1,458,000
1,458,000
$
1,551,000
$
1,551,000
$
9,539,000
$
13,313,000
$
13,313,000
$
7,753,000
$
7,753,000
$
32,448,000
$
49,559,000
$
49,559,000
(1)
The terms cause and good reason are as defined in the employment agreements of the NEOs
described below under Employment Agreements of the NEOs.
(2)
Change in Control is defined under the Companys Amended and Restated Employees Stock
Incentive and Performance Based Compensation Plan. It means the date on which individuals who
are Continuing Directors cease to constitute a majority of the members of the Board of
Directors of the Company. For these purposes Continuing Directors are the members of the
Board on the date such Plan was adopted, provided that any person becoming a member of the
Board subsequent to such date whose election or nomination for election was supported by two
thirds of those directors who were Continuing Directors at that time of the election or
nomination shall be deemed to be a Continuing Director. In addition, a Change in Control shall
be deemed to occur on the first to occur of (a) approval by the Companys shareholders (or by
the Board, if shareholder action is not required) of any arrangement as a result of which the
Company will be dissolved or liquidated, a definitive agreement to sell or otherwise dispose
of substantially all of the assets of the Company or the approval of certain mergers or
consolidations; or (b) acquisition by any entity, person or group (other than Company or any
employee benefit plan sponsored or maintained by the Company or any person who, on the date of
the Plan adoption, was the beneficial owner of, or had voting control over, shares of common
stock of the Company possessing more than 15% of the aggregate voting power of the Companys
outstanding stock) shall have become the beneficial owner of, or shall have obtained voting
control over, shares having more than 50% of the voting power of the Companys outstanding
stock.
(3)
The term Hostile Change in Control is defined in the employment agreements of the NEOs, and
means a situation in which individuals who are Continuing Directors cease to constitute a
majority of the members of the Board of Directors of the Company. For this purpose,
Continuing Directors are members of the Board on the date of the employment agreement,
provided that any person becoming a member of the Board subsequent to such date whose election
or nomination for election was supported by two-thirds of those directors who were Continuing
Directors at the time of the election or nomination shall be deemed to be a Continuing
Director.
Salary
Target Bonus
$
577,000
$
462,000
$
456,750
$
308,300
$
1,000,000
None
$
456,750
$
308,300
$
456,750
$
308,300
The Company will reimburse Mr. James J. Maguire for all excise taxes that are imposed
by Section 4999, as well as any income and excise taxes that are payable as a result of
such reimbursement.
The Company will reimburse each of the other NEOs for such excise taxes and any income
taxes resulting from the reimbursement, only if the aggregate present value of such NEOs
parachute payments exceeds 110% of 2.99 times the NEOs base amount determined under
Section 280G of the Code. If the aggregate present value of the parachute payments is in
excess of three times the base amount, but not in excess of 110% of 2.99 times the base
amount, the cash severance will be reduced so that the aggregate present value does not
exceed 2.99 times the base amount.
Discharge Without Cause or Resignation for Good Reason
. If the NEOs employment is
terminated by the Company without cause, or by the NEOs resignation for good reason, as those
terms are defined in the employment agreements, the NEO is entitled to receive his base
compensation and any target bonus for 24 months, if the termination occurs other than after a
hostile change in control, and for 36 months if the termination occurs following a hostile change
in control. The Company also will pay any
earned but unpaid deferred compensation and bonus for services during the prior year,
according to the relevant plan. In addition, the Company will pay a portion of the premiums for
the NEOs group health and dental plans pursuant to COBRA for 18 months.
Discharge
with Cause or Resignation Without Good Reason
. The Company is not obligated to
pay any amounts or provide any benefits for the period after the Company discharges an NEO for
cause or the NEO resigns without good reason.
Discharge Without Cause or Resignation for Good Reason
. If Mr. Maguires employment is
terminated by the Company without cause and for reasons unrelated to his death or disability, or by
Mr. Maguires resignation for good reason within 12 weeks of the occurrence of the event on which
Mr. Maguire relies in claiming his resignation is for good reason, as those terms are defined in
the agreement, then Mr. Maguire is entitled to receive his base compensation for the lesser of (1)
36 months, or 48 months in the event of a hostile change in control, or (2) the remainder of the
term of his employment agreement, but in no event less than six months. The Company will pay these
benefits in accordance with its regular payroll practices then in effect. As a condition of
receiving these benefits, Mr. Maguire must execute a general release, unless the Company waives the
release requirement or termination of employment follows a hostile change in control. The 36/48
period referred to above is longer than the 24/36 month period during which the other NEOs could be
entitled to receive severance compensation, in part because Mr. Maguires employment agreement does
not provide for any annual bonus. As noted above, an independent compensation consulting firm
advised the Company that, in such firms view, the terms of Mr. Maguires employment agreement were
within normal market practice and appropriate.
Discharge
with Cause or Resignation Without Good Reason
. The Company is not obligated to
pay any amounts or provide any benefits for the period after the Company discharges Mr. Maguire for
cause, Mr. Maguire resigns without good reason or more than 12 weeks after the event on which he
relies for claiming resignation was for good reason.
Fees Earned or
Stock
All other
Paid in Cash (3)
Awards (4)
Compensation (5)
Total
Name (1)(2)
($)
($)
($)
($)
61,492
6,385
4,700
72,577
73,986
6,385
13,483
93,854
78,626
6,385
14,349
99,360
14,000
0
0
14,000
59,500
6,385
0
65,885
66,200
6,385
8,686
81,271
65,575
6,385
3,897
75,857
65,004
6,385
11,755
83,144
(1)
Messrs. Maguire, Jr., Maguire and Sweeney are not included in this table, because they were
employees of the Company during 2007 and thus received no compensation for their services as
director. The compensation they received as employees of the Company is shown in the Summary
Compensation Table.
(2)
The aggregate number of stock awards outstanding at fiscal year end amounted to: 1,068 stock
awards for each of Ms. Breaux, Ms. Gemmill, and Messrs. Cascio and Pizer; 1,015 stock awards for
Mr. Rock; and 882 stock awards for Messrs. Morris and OMalley. Mr. Hertel, Jr. did not have any
outstanding stock awards at fiscal year. There are no option awards outstanding at fiscal year end
for any director.
(3)
Includes fees paid in cash and amounts which were not received in cash but were used for
purchases under the Companys Director Stock Purchase Plan.
(4)
The amounts in this column are calculated based on SFAS 123R (excluding estimate of
forfeiture) and equal the financial statement compensation expense as reported in our 2007
Consolidated Statements of Operations and Comprehensive Income for the Companys fiscal year ended
December 31, 2007. Each director received a restricted stock unit grant in 2007 of 450 units, with
an SFAS 123R full grant value of $19,989, except for Mr. Hertel, Jr. who did not receive a
restricted stock grant in 2007.
(5)
Non-employee directors may elect to have any portion of his or her fees used to acquire shares
of the Companys common stock under the terms of the Philadelphia Insurance Companies Directors
Stock Purchase Plan each calendar month at the lesser of 85% of the fair market value of a share of
the Companys common stock on the first business day of the calendar month or the purchase date
(last business day of the calendar month). The amounts in this column represent the compensation
cost of these purchase rights in 2007 computed in accordance with SFAS 123R.
Number of securities
remaining available for
future issuance under
Number of securities to
Weighted-average
equity compensation
be issued upon exercise
exercise price of
plans (excluding
of outstanding options,
outstanding options,
securities reflected in
warrants and rights
(1)
warrants and rights
(1)
column (a))
(1)
Plan Category
(a)
(b)
(c)
7,787,187
$
18.85
7,950,873
(2)
381,861
(3)
7,787,187
$
18.85
8,332,734
(1)
Restated to reflect a three-for-one split of the Companys common stock distributed on
March 1, 2007.
(2)
Includes 2,835,061, 592,899, 4,467,018 and 55,895 shares of the Companys common stock
available for future issuance under the Companys Non-Qualified Employee Stock Purchase Plan,
Employee Stock Purchase Plan, Amended and Restated Employees Stock Incentive and Performance
Based Compensation Plan and Directors Stock Purchase Plan, respectively.
(3)
These shares of the Companys common stock are available for future issuance under a stock
purchase plan for the Companys eligible Preferred Agents approved by the Companys Board of
Directors. Under this Plan the Companys eligible Preferred Agents may purchase shares of
the Companys common stock during 30 day offering periods as designated by the Companys
Preferred Agent Committee at a per share price equal to 85% of the lesser of the fair market
value of a share of the Companys common stock on the first business
day of the offering
period or the last day of the offering period. Any shares purchased pursuant to the Plan are
restricted for a period of two-years, measured from the first day of the relevant offering
period, and no eligible Preferred Agent is permitted to purchase shares under the plan during
any three consecutive calendar years having an aggregate value in excess of $100,000.
38
39
40
41
42
43
Michael J. Morris
Shaun F. OMalley
Audit Fees
: Audit fees billed for fiscal years 2007 and 2006 were $705,000 and $582,805,
respectively, and were for audits of financial statements, review of quarterly financial
statements and reviews of certain periodic reports filed with the SEC.
Audit Related Fees
: Audit related fees billed for fiscal years 2007 and 2006 were $0 and
$21,500, respectively, and were for miscellaneous workpaper and due diligence reviews.
Tax Fees
: Tax fees billed for fiscal years 2007 and 2006 were $35,250 and $25,000,
respectively, and were principally for tax compliance and planning services and tax
examination assistance.
All Other Fees
: All other fees billed for fiscal years 2007 and 2006 were $24,290 and
$40,700, respectively, and were principally for compensation consulting services and audit
review services.
what the Committee believes to be the underlying reasons for the failure of the
incumbent director to be re-elected; including whether these reasons relate to the
incumbent directors performance as a director, whether these reasons relate to the Company
or another company, and/or whether these reasons are curable;
the directors past and expected future contributions to the Company; and
the overall composition of the Board, including whether accepting the resignation could
cause the Company to fail to meet any applicable requirements of the Securities and
Exchange Commission or NASDAQ.
ANNUAL MEETING OF SHAREHOLDERS OF PHILADELPHIA CONSOLIDATED HOLDING CORP. May 16, 2008 Please date,
sign and mail your proxy card in the envelope provided as soon as possible. Please detach along
perforated line and mail in the envelope provided. 21130303000000000000 7 051608 THE BOARD OF
DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF DIRECTORS AND FOR PROPOSALS 2, 3 AND 4. PLEASE
SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK
AS SHOWN HERE x 1. Election of Directors: NOMINEES: FOR ALL NOMINEES O Aminta Hawkins Breaux O
Michael J. Cascio WITHHOLD AUTHORITY O Elizabeth H. Gemmill FOR ALL NOMINEES O Paul R. Hertel, Jr.
O James J. Maguire FOR ALL EXCEPT O James J. Maguire, Jr. (See instructions below) O Michael J.
Morris O Shaun F. OMalley O Donald A. Pizer O Ronald R. Rock O Sean S. Sweeney INSTRUCTIONS: To
withhold authority to vote for any individual nominee(s), mark FOR ALL )EXCEPT and fill in the
circle next to each nominee you wish to withhold, as shown here: ( To cumulate your vote for one or
more of the above nominee(s), write the manner in which such votes shall be cumulated in the space
to the right of the nominee(s) name(s). If you are cumulating your vote for a nominee, do not mark
the circle next to such nominees name. If you wish to cumulate your votes, you must vote by using
the proxy card rather than voting by telephone or the Internet. To change the address on your
account, please check the box at right and indicate your new address in the address space above.
Please note that changes to the registered name(s) on the account may not be submitted via this
method. FOR AGAINST ABSTAIN 2. Approval of an amendment to the Companys Articles of Incorporation
to adopt a majority voting standard for Directors in uncontested elections and eliminate cumulative
voting. 3. Approval of an amendment to the Companys Articles of Incorporation to increase the
number of authorized shares of common stock from 100,000,000 to 125,000,000. 4. Approval of
Appointment of Independent Registered Public Accounting Firm: Appointment of PricewaterhouseCoopers
LLP as independent registered public accounting firm for the fiscal year ending December 31, 2008.
Unless otherwise specified on this proxy card, this proxy card will
authorize the proxies listed to cumulate all votes that the undersigned is entitled to cast at
the Annual Meeting for, and to allocate such votes among, one or more of the nominees for
directors, as such proxies shall determine in their sole discretion. THE UNDERSIGNED HEREBY
ACKNOWLEDGES THAT THIS PROXY SHALL BE VALID AND MAY BE VOTED WHETHER OR NOT THE SHAREHOLDERS NAME
IS SET FORTH BELOW OR A SEAL IS AFFIXED OR THE DESCRIPTION, AUTHORITY OR CAPACITY OF THE PERSON
SIGNING IS GIVEN OR OTHER DEFECT OF SIGNATURE EXISTS. Signature of Shareholder Date: Signature of
Shareholder Date: Note: Please sign exactly as your name or names appear on this Proxy. When shares
are held jointly, each holder should sign. When signing as executor, administrator, attorney,
trustee or guardian, please give full title as such. If the signer is a corporation, please sign
full corporate name by duly authorized officer, giving full title as such. If signer is a
partnership, please sign in partnership name by authorized person.
ANNUAL MEETING OF SHAREHOLDERS OF PHILADELPHIA CONSOLIDATED HOLDING CORP. May 16, 2008 PROXY VOTING
INSTRUCTIONS MAIL -Date, sign and mail your proxy card in the envelope provided as soon as
possible. -OR TELEPHONE -Call toll-free 1-800-PROXIES (1-800-776-9437) in the United States or
1-718921- 8500 from foreign countries and follow the instructions. Have your proxy card available
when you call. -OR INTERNET -Access www.voteproxy.com and follow the on-screen instructions. Have
your proxy card available when you access the web page. -OR IN PERSON -You may vote your shares in
person by attending the Annual Meeting. COMPANY NUMBER ACCOUNT NUMBER You may enter your voting
instructions at 1-800-PROXIES in the United States or 1-718-921-8500 from foreign countries or
www.voteproxy.com up until 11:59 PM Eastern Time the day before the cut-off or meeting date. Please
detach along perforated line and mail in the envelope provided IF you are not voting via telephone
or the Internet. 21130303000000000000 7 051608 THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE
ELECTION OF DIRECTORS AND FOR PROPOSALS 2, 3 AND 4. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE
ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x 1. Election of
Directors: O Aminta Hawkins Breaux O Michael J. Cascio O Elizabeth H. Gemmill O Paul R. Hertel, Jr.
O James J. Maguire O James J. Maguire, Jr. O Michael J. Morris O Shaun F. OMalley O Donald A.
Pizer O Ronald R. Rock O Sean S. Sweeney FOR ALL NOMINEES WITHHOLD AUTHORITY FOR ALL NOMINEES FOR
ALL EXCEPT (See instructions below) NOMINEES: INSTRUCTIONS: To withhold authority to vote for any
individual nominee(s), mark FOR ALL EXCEPT and fill in the circle next to each nominee you wish
to withhold, as shown here: ( ) To cumulate your vote for one or more of the above nominee(s),
write the manner in which such votes shall be cumulated in the space to the right of the nominee(s)
name(s). If you are cumulating your vote for a nominee, do not mark the circle next to such
nominees name. If you wish to cumulate your votes, you must vote by using the proxy card rather
than voting by telephone or the Internet. 2. 3. 4. To change the address on your account, please
check the box at right and indicate your new address in the address space above. Please note that
changes to the registered name(s) on the account may not be submitted via this method. Signature of
Shareholder Date: FOR AGAINST ABSTAIN Approval of an amendment to the Companys Articles of
Incorporation to adopt a majority voting standard for Directors in uncontested elections and
eliminate cumulative voting. Approval of an amendment to the Companys Articles of Incorporation to
increase the number of authorized shares of common stock from 100,000,000 to 125,000,000. Approval
of Appointment of Independent Registered Public Accounting Firm: Appointment of
PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year
ending December 31, 2008. Unless otherwise
specified on this proxy card, this proxy card will authorize the proxies listed to cumulate all votes that the
undersigned is entitled to cast at the Annual Meeting for, and to allocate such votes among, one or
more of the nominees for directors, as such proxies shall determine in their sole discretion. THE
UNDERSIGNED HEREBY ACKNOWLEDGES THAT THIS PROXY SHALL BE VALID AND MAY BE VOTED WHETHER OR NOT THE
SHAREHOLDERS NAME IS SET FORTH BELOW OR A SEAL IS AFFIXED OR THE DESCRIPTION, AUTHORITY OR
CAPACITY OF THE PERSON SIGNING IS GIVEN OR OTHER DEFECT OF SIGNATURE EXISTS. Signature of
Shareholder Date: Note: Please sign exactly as your name or names appear on this Proxy. When shares
are held jointly, each holder should sign. When signing as executor, administrator, attorney,
trustee or guardian, please give full title as such. If the signer is a corporation, please sign
full corpo
rate name by duly authorized officer, giving full title as such. If signer is a
partnership, please sign in partnership name by authorized person.
0 THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF PHILADELPHIA CONSOLIDATED HOLDING CORP. The
undersigned shareholder hereby appoints James J. Maguire, Jr. and Craig P. Keller, or either one of
them, the proxies of the undersigned, with full power of substitution, to vote all the shares of
common stock of Philadelphia Consolidated Holding Corp. (the Company) which the undersigned would
be entitled to vote if personally present at the Annual Meeting of Shareholders of the Company to
be held on Friday, May 16, 2008 at 10:00 a.m. EDT and at any and all adjournments thereof, with all
the powers the undersigned would possess if the undersigned were present. The undersigned
shareholder instructs the proxies to vote as specified on this proxy on the matters described in
the Companys Proxy Statement dated April 15, 2008. Proxies will be voted as instructed. If no
choice is specified, this proxy will be voted for the election of the Companys nominees as
Directors (including the election of any person to the Board of Directors where a nominee named in
the Proxy Statement is unable or will not serve); for the approval of an amendment to the Companys
Articles of Incorporation to adopt a majority voting standard for Directors in uncontested
elections and eliminate cumulative voting; for the approval of an amendment of the Companys
Articles of Incorporation to increase the number of authorized shares of common stock from
100,000,000 to 125,000,000; and for the appointment of PricewaterhouseCoopers LLP as the Companys
independent registered public accounting firm. By execution of this proxy, the undersigned
shareholder confers upon the above-appointed proxies the discretionary authority to vote upon any
other matters which may properly come before the meeting. The undersigned acknowledges receipt of
the Proxy Statement and Notice of said meeting, both dated April 15, 2008, and the Companys 2007
Annual Report to Shareholders. (Continued and to be signed on reverse side.) 14475
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