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EXHIBIT 4.1

                        PHILADELPHIA INSURANCE COMPANIES

                    STOCK PURCHASE PLAN FOR PREFERRED AGENTS

            (As Amended and Restated, Effective as of August 1, 2000)


1.       Purpose.

         a.       The purpose of the Philadelphia Insurance Companies Stock
                  Purchase Plan for Preferred Agents (the "Plan") is to assist
                  the Philadelphia Consolidated Holding Corp., a Pennsylvania
                  corporation (the "Company"), and its Subsidiaries in retaining
                  its Preferred Agents in a continuing relationship with the
                  Company by offering them a greater stake in the Company's
                  success and a closer identity with it. This is to be
                  accomplished by providing Preferred Agents a continuing
                  opportunity to purchase Shares (as hereinafter defined) from
                  the Company through periodic offerings.

         b.       The Plan is not intended to comply with the provisions of
                  Section 423 of the Code (as hereinafter defined).

2.       Definitions.  For purposes of the Plan:

         a.       "Agent" means the person or persons appointed by the Board in
                  accordance with Section 3.d.

         b.       "Board" means the Board of Directors of the Company.

         c.       "Code" means the Internal Revenue Code of 1986, as amended.

         d.       "Committee" means the committee described in Section 3.

         e.       "Company" means Philadelphia Consolidated Holding Corp., a
                  Pennsylvania corporation.

         f.       "Disability" means a condition such that a Participant ceases
                  to be a Preferred Agent for the Company on account of his or
                  her "disability" as determined by the Committee.

         g.       "Fair Market Value" on any date means the last reported sale
                  price for Shares as reported on the NASDAQ National Market, or
                  the closing price reported on such other stock exchange as the
                  Shares may be listed, on such date as reported in the Wall
                  Street Journal, or if there is no closing price reported, then
                  Fair Market
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                  Value of a Share shall mean the average between the closing
                  bid and asked prices for Shares on such date as reported. If
                  there are no sales reports or bid or asked quotations, as the
                  case may be, for a given date, the closest preceding date on
                  which there were sales reports or bid or asked quotations
                  shall be used. If the Committee determines, in its discretion,
                  that such valuation does not accurately reflect the value of
                  the Shares or if Shares are not publicly traded, the Fair
                  Market Value of a Share shall be determined by the Committee.

         h.       "Investment Account" means the account established for a
                  Participant pursuant to Section 8.b to hold Shares acquired
                  for a Participant pursuant to the Plan.

         i.       "NASDAQ" means the National Association of Securities Dealers,
                  Inc. Automated Quotations System.

         j.       "Offering Period" means each any period or periods as may be
                  designated at the discretion of the Committee as an Offering
                  Period.

         k.       "Participant" means a Preferred Agent who is eligible to
                  participate in the Plan and who makes an election to
                  participate in the Plan in accordance with Section 5 as well
                  as any former Participant to the extent such former
                  Participant has any Shares held for his or her benefit in an
                  Investment Account.

         l.       "Plan" means the Philadelphia Insurance Companies Stock
                  Purchase Plan for Preferred Agents as set forth in this
                  document, and as may be amended from time to time.

         m.       "Plan Year" means the 12 month period commencing each
                  September 1 and ending on the subsequent August 31. The first
                  Plan Year shall be the period commencing May 15, 1999 and
                  ending August 31, 1999.

         n.       "Preferred Agent" shall be each individual or entity that is a
                  party to a written agency agreement with the Company and is
                  designated as a "Preferred Agent" by the Company's President.

         o.       "Purchase Date" means the last business day of each Offering
                  Period.

         p.       "Purchase Price" means the lesser of 85% of the Fair Market
                  Value of a Share on

                  i.       the first business day of the Offering Period or

                  ii.      the Purchase Date.

         q.       "Restricted Period" means the two year period described in
                  Section 6.d.


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         r.       "Share" or "Shares" means a share or shares of the Company's
                  common stock, no par value, of the Company.

         s.       "Subscription Agreement" means the agreement, in a form
                  established by the Committee, between the Participant and the
                  Company pursuant to which the Participant agrees to purchase
                  Shares pursuant to the Plan.


3.       Administration of the Plan. The Plan shall be administered by the Board
         or by such committee as may be designated by the Board, as determined
         from time to time at the discretion of the Board. The committee
         designated to administer the Plan by the Board, or the Board itself in
         its capacity as administrator of the Plan are referred to herein as the
         "Committee." Subject to the express provisions of the Plan, the
         Committee shall have full discretionary authority to interpret the
         Plan, to issue rules for administering the Plan, to change, alter,
         amend or rescind such rules, and to make all other determinations
         necessary or appropriate for the administration of the Plan. All
         determinations, interpretations and constructions made by the Committee
         with respect to the Plan shall be final and conclusive.

         a.       Meetings. The Committee shall hold meetings at such times and
                  places as it may determine, shall keep minutes of its
                  meetings, and shall adopt, amend and revoke such rules or
                  procedures as it may deem proper; provided, however, that it
                  may take action only upon the agreement of a majority of the
                  whole Committee. Any action which the Committee shall take
                  through a written instrument signed by a majority of its
                  members shall be as effective as though it had been taken at a
                  meeting duly called and held. The Committee shall report all
                  actions taken by it to the Board of Directors.

         b.       Exculpation. No member of the Committee shall be personally
                  liable for monetary damages as such for any action taken or
                  any failure to take any action in connection with the
                  administration of the Plan unless

                  i.       the member of the Committee has breached or failed to
                           perform the duties of his office under Subchapter B
                           of Chapter 17 of the Pennsylvania Business
                           Corporation Law of 1988, as amended, and

                  ii.      the breach or failure to perform constitutes
                           self-dealing, willful misconduct or recklessness;
                           provided, however, that the provisions of this
                           Section 3.b shall not apply to the responsibility or
                           liability of a member of the Committee pursuant to
                           any criminal statute or to the liability of a member
                           of the Committee for the payment of taxes pursuant to
                           local, state or federal law.

         c.       Indemnification. Service on the Committee shall constitute,
                  for purposes of rights to indemnification from the Company,
                  service as a member of the Board of


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                  Directors of the Company. Each member of the Committee shall
                  be entitled, without further act on his part, to indemnity
                  from the Company and limitation of liability to the fullest
                  extent provided by applicable law and by the Company's
                  Articles of Incorporation and/or bylaws in connection with or
                  arising out of any action, suit or proceeding with respect to
                  the administration of the Plan in which he or she may be
                  involved by reason of his or her being or having been a member
                  of the Committee, whether or not he or she continues to be
                  such member of the Committee at the time of the action, suit
                  or proceeding.

         d.       Agent. The Committee may engage an Agent to perform custodial
                  and record-keeping functions for the Plan, such as holding
                  record title to the Participants' Share certificates,
                  maintaining an individual Investment Account for each such
                  Participant and providing annual status reports to such
                  Participants.

         e.       Delegation. The Committee shall have full discretionary
                  authority to delegate ministerial functions to management of
                  the Company.

4.       Eligibility. A Preferred Agent of the Company shall be eligible to
         participate in the Plan with respect to an Offering Period provided
         such Preferred Agent is designated by the Committee as an eligible
         participant with respect to such Offering Period. Such designation as
         an eligible participant shall be made at the sole discretion of the
         Committee. Notwithstanding the foregoing, no person shall be eligible
         to participate in the Plan if such person is an Excluded Individual.
         For purposes of this Section 4, an "Excluded Individual" means, as of
         the date of determination, any individual who is then serving, or who
         has been elected, nominated or appointed by the Board or by the
         Company's shareholders to serve, in any of the following capacities:
         (i) as a member of the Board, (ii) as Chairman of the Board, Vice
         Chairman of the Board, President, a Vice President, Secretary or
         Treasurer of the Company, or (iii) in any other position (regardless of
         title) obligating such individual to file reports pursuant to Section
         16(a) of the Securities Exchange Act of 1934.

5.       Election to Participate.

         a.       Notice of Offering Period. Notice shall be provided to each
                  Preferred Agent who is eligible to participate in the Plan
                  setting forth the dates of the Offering Period and any other
                  terms or conditions which must be met in order for an eligible
                  Preferred Agent to become a Participant in the Plan. Such
                  notice shall be delivered to each eligible Preferred Agent as
                  soon as practicable on or after the first day of the Offering
                  Period. Notwithstanding the foregoing, the Company shall have
                  no obligation or liability to any otherwise eligible Preferred
                  Agent who does not receive a notice for any Offering Period
                  including, but not limited to, any obligation to allow that
                  Preferred Agent to participate in the offering for the
                  Offering Period.


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         b.       Initial Subscription Agreements. Each eligible Preferred Agent
                  may become a Participant by filing with the Committee a
                  Subscription Agreement electing to purchase Shares during an
                  Offering Period.

         c.       Subsequent Subscription Agreements. In order to participate in
                  the Plan for any subsequent Offering Period, a Preferred Agent
                  must file with the Committee a new Subscription Agreement
                  electing to purchase Shares during such Offering Period.

6.       Conditions and Terms of Purchases of Shares.

         a.       The number of Shares that are to be purchased under a
                  Subscription Agreement shall not exceed the limitations set
                  forth in Section 7.

         b.       Any Preferred Agent purchasing Shares under the Plan shall
                  complete a Subscription Agreement, on a form provided by the
                  Committee, with respect to an Offering Period. To become a
                  Participant with respect to a particular Offering, an eligible
                  Preferred Agent must submit his or her Subscription Agreement
                  during the enrollment period established by the Committee with
                  respect to such Offering Period. Under the Subscription
                  Agreement, the Participant may elect either to have a
                  specified dollar amount or a portion of amounts otherwise
                  payable to the Participant as commissions or other
                  compensation withheld by the Company for the purpose of
                  purchasing Shares under the terms of the Plan, or to make a
                  payment in cash on or before the last day of the Offering
                  Period equal to a amount agreed to be paid by the Participant
                  for the purchase of Shares under the terms of the Plan.

                  i.       If a Preferred Agent elects to have amounts withheld
                           from amounts otherwise payable to him or her as
                           commissions or other compensation, such withheld
                           amounts shall be held by the Company until used for
                           the purchase of Shares under the terms of the Plan on
                           the last day of the Offering Period.

                  ii.      No interest or other earnings shall be paid with
                           respect to amounts withheld for the purchase of
                           Shares under the Plan.

                  iii.     The Company shall maintain a bookkeeping account for
                           the purpose of accounting for amounts withheld under
                           the Plan; provided, however, that the Company shall
                           be under no obligation to segregate or to hold any
                           withheld amounts in a separate account for any
                           Participant.

         c.       The purchase of Shares by a Participant shall be made at the
                  Purchase Price set with respect to the particular Purchase
                  Date on which the Shares are purchased.


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         d.       Any Shares purchased pursuant to the Plan shall be restricted
                  for a period of two years, measured from the first day of the
                  relevant Offering Period (the "Restricted Period"). Any
                  attempt to sell, transfer, make subject to any lien, or
                  otherwise dispose of such Shares prior to the end of the
                  Restricted Period shall be null and void, and the Preferred
                  Agent shall forfeit all rights to such Shares on receipt of
                  payment from the Company of the lesser of Fair Market Value or
                  the Purchase Price of such Shares. All certificates for Shares
                  shall be legended so as to indicate the restrictions on sales
                  of such Shares under the Plan in the manner and to the extent
                  required by law.

         e.       The Committee shall have complete discretion to establish
                  rules and procedures in connection with the election by
                  Participants to participate in the Plan, which rules and
                  procedures may govern all aspects of the participation
                  election, including, but not limited to the manner in which a
                  Subscription Agreement is to be completed, and the limits, if
                  any, on purchases permitted with respect to a particular
                  Offering Period that may be made applicable in addition to
                  such limits as are imposed under the terms of the Plan.

7.       Limit on Purchase of Shares. No Participant shall be permitted to
         purchase Shares under the Plan during any three consecutive calendar
         years having an aggregate value in excess of $100,000. For purposes of
         the preceding sentence, the value of Shares purchased shall be equal to
         their Fair Market Value as of the first day of the Offering Period in
         which they are purchased.

8.       Method of Purchase, Cash Accounts and Investment Accounts.

         a.       Method of Purchase of Shares. Except as otherwise provided in
                  the Plan, each Participant who has elected to participate in
                  the Plan under the provisions of Section 5 shall be deemed,
                  without any further action, to have purchased on the Purchase
                  Date applicable to such Subscription Agreement, the number of
                  Shares specified in the Subscription Agreement consistent with
                  the terms for such purchase set forth in the Plan. Each
                  Participant who has elected to participate in the Plan by
                  making a cash payment under the provisions of Section 5 shall
                  be required to make such payment on or before the last day of
                  the Offering Period. If no such payment is made, the
                  Participant shall be deemed to have revoked his or her
                  participation for the Offering Period, and shall have no
                  further rights to purchase Shares for such Offering Period.

         b.       Cash Accounts. Any cash contributed by a Participant for the
                  purpose of making purchases of Shares under the Plan, whether
                  by direct payment by the Participant or through withholding
                  from commissions otherwise payable to the Participant, shall
                  be accumulated in a non-interest bearing bookkeeping account
                  ("Cash Account") for the Participant until used to purchase
                  Shares. The Company shall be under no obligation to hold any
                  funds in a separate account for a Participant,


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                  and no interest shall be payable with respect to any amounts
                  allocated to such a Cash Account.

         c.       Investment Accounts. All Shares purchased under the Plan
                  shall, until the Restricted Period applicable to such Shares
                  has passed, be held in a separate Investment Account
                  established for each Participant.

         d.       Dividends or Other Distributions on Shares Held in Investment
                  Accounts. All cash dividends paid with respect to Shares which
                  are held in an Investment Account of a Participant shall be
                  paid to the Participant. Any distribution that is in the
                  nature of a stock split shall be retained in the Investment
                  Account until such time as the Share or Shares with respect to
                  which such distribution was made are distributed from the
                  Investment Account to the Participant.

         e.       Adjustment of Shares on Application of Aggregate Limits. If
                  the total number of Shares that would be purchased pursuant to
                  properly filed Subscription Agreements for a particular
                  Offering Period exceeds the number of Shares then available
                  for purchase under the Plan, then the number of available
                  Shares shall be allocated among the Participants filing
                  Subscription Agreements for such Offering Period pro-rata on
                  the basis of the number of Shares set forth in each such
                  Subscription Agreement. The payment obligation for each such
                  Subscription Agreement shall be deemed modified to take into
                  account the purchase of a number of Shares that is less than
                  the number specified in the Subscription Agreement, and any
                  amounts withheld in excess of the amount needed to make the
                  pro-rata purchase shall be distributed to the Participant as
                  soon as practicable following the Purchase Date.

         f.       Revocation of Participation. A Participant shall have the
                  right to revoke his or her election to participate in the Plan
                  with respect to an Offering Period at any time on or before
                  the last day of the Offering Period, subject to such
                  reasonable notification requirements as may be imposed by the
                  Committee on such revocation rights, by filing with the
                  Committee a written notice indicating his or her intention to
                  revoke his or her election to participate. In addition, if a
                  Participant fails to pay the Purchase Price of Shares for
                  which he or she has subscribed in full on or before the
                  Purchase Date, he or she shall be deemed to have revoked his
                  or her participation for that Offering Period and will have no
                  further rights to purchase Shares for that Offering Period. If
                  any amounts have been accumulated in a cash account for a
                  Participant with respect to an Offering Period and such
                  Participant revokes or is deemed to have revoked his or her
                  election to participate in the Plan for such Offering Period,
                  the Company shall distribute to the Participant the amount
                  accumulated in his or her cash account for such Offering
                  Period as soon as practicable following the date of
                  revocation.

         g.       Repayment of Amounts in Cash Accounts. In the event there has
                  been accumulated in a Cash Account with respect to an Offering
                  Period an amount in


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                  excess of the amount required to purchase the number of shares
                  for which the Participant has subscribed with respect to such
                  Offering Period, the excess in the Cash Account over the
                  amount used to purchase the Shares on the last day of the
                  Offering Period shall be returned to the Participant, without
                  interest, as soon as practicable following the last day of the
                  Offering Period.

9.       Shares Subject to Plan. The aggregate maximum number of Shares that may
         be issued pursuant to the Plan is two hundred thousand (200,000),
         subject to adjustment as provided in Section 17 of the Plan. The Shares
         delivered pursuant to the Plan shall be Shares held in treasury or
         Shares authorized but previously unissued.

10.      Distribution of Certificates. Each Participant shall receive a
         certificate or certificates for those Shares held in an Investment
         Account for the benefit of such Participant as soon as practicable
         following the end of the Restricted Period applicable to such Shares,
         provided the payment obligation with respect to such Shares has been
         fully satisfied.

11.      Registration of Certificates. Each certificate withdrawn by a
         Participant may be registered only in the name of the Participant, or,
         if the Participant so indicated on the Participant's Subscription
         Agreement, in the Participant's name jointly with a member of the
         Participant's family, with right of survivorship. A Participant who is
         a resident of a jurisdiction which does not recognize such a joint
         tenancy may have certificates registered in the Participant's name as
         tenant in common or as community property with a member of the
         Participant's family without right of survivorship.

12.      Voting. The Agent or, if there is no Agent, the Committee, shall vote
         all Shares held in an Investment Account in accordance with the
         Participant's instructions.

13.      Death or Other Termination of Status as Preferred Agent.

         a.       In the event of a Participant's termination of his or her
                  agency agreement on account of death or Disability, the
                  Participant, or the Participant's beneficiary, if one has been
                  designated, or the Participant's estate, as the case may be,
                  shall be entitled to the Shares held in the Participant's
                  Investment Account. The Restricted Period shall cease to be
                  applicable to the Shares of a Participant whose termination is
                  described in this Section 13.a. The Participant, or the
                  Participant's beneficiary or estate, as the case may be, shall
                  be issued a certificate or certificates for such Shares as
                  soon as practicable after the payment obligation is satisfied.

         b.       In the event a Participant ceases to be a party to any written
                  agency agreement with the Company for any reason other than a
                  termination described in Section 13.a, the Participant shall
                  be entitled to the Shares which have been held beyond the
                  Restricted Period applicable to such Shares. With respect to
                  those Shares for which the Restricted Period has not passed,
                  the Company shall have the right, but not the obligation, to
                  repurchase any such Shares for the lesser of Fair Market Value
                  or the Purchase Price of such Shares. If the Company does not
                  so elect to


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                  repurchase such Shares, the Participant shall be entitled to
                  such Shares. The Participant shall be issued a certificate or
                  certificates for any Shares to which the Participant is
                  entitled as soon as practicable he or she ceases to be a party
                  to any written agency agreement with the Company. The Company
                  may exercise its right to repurchase by giving written notice
                  thereof to the Participant at such address for Participant as
                  the Company has on its books and records within ninety days
                  after the Company receives notice of a Participant's
                  termination which would give the Company the right to
                  repurchase shares pursuant to this Section 13.b. Closing of
                  the repurchase shall be held within thirty days after the
                  Company gives such written notice at such time and place as
                  the Company shall designate to the Participant. As part of the
                  Closing, the Participant shall execute such stock powers and
                  other documents as the Company determines are necessary or
                  appropriate to be signed by the Participant in connection with
                  the repurchase of the shares, and in addition the Participant
                  shall grant in the Participation Agreement executed by the
                  Participant in connection with the granting of the right to
                  purchase shares under the Plan an irrevocable power of
                  attorney designating the Company and each of its officers as
                  Participant's attorney-in-fact to execute and deliver on
                  behalf of the Participant, and in the Participant's name,
                  place and stead, such stock powers and other documents.

14.      Rights Not Transferable. Except as permitted under Section 13, rights
         under the Plan are not transferable by a Participant and are
         exercisable during the Participant's lifetime only by the Participant.

15.      No Right to Continued Preferred Agent Status. Neither the Plan nor any
         right granted under the Plan shall confer upon any Participant any
         right to continuance of his or her status as a Preferred Agent with the
         Company, or interfere in any way with the right of the Company to
         terminate the Preferred Agent status of such Participant.

16.      Application of Funds. All funds received or held by the Company under
         this Plan may be used for any corporate purpose.

17.      Adjustments in Case of Changes Affecting Shares. In the event of a
         subdivision or split of outstanding Shares, or the payment of a stock
         dividend, the Share limit set forth in Section 9 shall be adjusted
         proportionately, and such other adjustments shall be made as may be
         deemed equitable by the Committee.

18.      Amendment of the Plan. The Board of Directors of the Company may at any
         time, or from time to time, amend the Plan in such manner as it may
         deem advisable.

19.      Termination of the Plan. The Plan and all rights of Preferred Agents
         under any offering hereunder shall terminate at such time as the Board
         of Directors, at its discretion, determines to terminate the Plan. Upon
         termination of this Plan, any Shares held in Investment Accounts for
         Participants shall be carried forward into the Participant's Investment
         Account under a successor plan, if any, or, if there is no successor
         plan,


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         certificates for such Shares shall be forwarded to the Participant upon
         satisfaction of all requirements for distribution of such Shares.

20.      Governmental Regulations.

         a.       Anything contained in this Plan to the contrary
                  notwithstanding, the Company shall not be obligated to sell or
                  deliver any Shares certificates under this Plan unless and
                  until the Company is satisfied that such sale or delivery
                  complies with (i) all applicable requirements of the governing
                  body of the principal market in which such Shares are traded,
                  (ii) all applicable provisions of the Securities Act of 1933,
                  as amended (the "Act"), and the rules and regulations
                  thereunder and (iii) all other laws or regulations by which
                  the Company is bound or to which the Company is subject.

         b.       The Company may make such provisions as it may deem
                  appropriate for the withholding of any taxes or payment of any
                  taxes which it determines it may be required to withhold or
                  pay in connection with any Shares. The obligation of the
                  Company to deliver certificates under this Plan is conditioned
                  upon the satisfaction of the provisions set forth in the
                  preceding sentence.

21.      Repurchase of Shares. The Company shall not be required to repurchase
         from any Participant any Shares which such Participant acquires under
         the Plan.


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