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Exhibit 4.2
AMENDMENT TO THE PHILADELPHIA INSURANCE
COMPANIES EMPLOYEE STOCK PURCHASE PLAN
July 21, 1998
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 clarify the amendment
provisions of he Plan and to modify the time at which eligible employees may
commence participation in 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 18 of the Plan is hereby clarified by adding the following
sentence at the end thereof;
"Notwithstanding anything to the contrary contained in this
Section 18, a change in the timing of initial participation in the Plan
by newly hired employees shall not be treated as a modification of the
eligibility requirements of the Plan."
2. A new paragraph is added at the end of Section 4 of the Plan to
read:
"Notwithstanding anything contained in this Section 4, the
Board of Directors may establish rules regarding commencement of
participation in the Plan with respect to any Offering Period to permit
participation in the Plan by employees who have been employed by the
Company or its Subsidiaries for any period specified that is not
greater than six months, provided such rules are applied to all
employees of the Company and its Subsidiaries on a uniform basis."
3. In all other aspects, the Plan is hereby ratified and confirmed.
