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Exhibit 4.3
AMENDMENT TO THE PHILADELPHIA INSURANCE COMPANIES
EMPLOYEE STOCK PURCHASE PLAN
APRIL 5, 2000
WHEREAS, the Board of Directors (the "Board") of Philadelphia
Consolidated Holding Corp., a Pennsylvania corporation (the "Company") has
determined to amend certain provisions of the Philadelphia Insurance Companies
Employee Stock Purchase Plan (the "Plan") in order to increase the number of
shares available for purchase under the Plan; and
WHEREAS, the Board is authorized to amend the Plan, at its discretion,
from time to time pursuant to Section 18 of the Plan.
NOW, THEREFORE, the Plan is hereby amended as follows:
1. Section 9 of the Plan is hereby amended to read, in its
entirety as follows:
"9. Shares Subject to Plan. The aggregate maximum number
of Shares that may be issued pursuant to the Plan is one million
(1,000,000), subject to adjustment as provided in Section 17 of the
Plan. The Shares delivered pursuant to the Plan may, at the option of
the Company, be Shares purchased specifically for purposes of the Plan,
shares otherwise held in treasury or Shares originally issued by the
Company for such purpose."
2. In all other respects, the Plan is hereby ratified and
confirmed.
