**FIRST AMENDMENT TO CREDIT AGREEMENT**     THIS **FIRST AMENDMENT TO CREDIT AGREEMENT**(this ***“Amendment”***) is entered into as of June 29,2007, among **PHILADELPHIA CONSOLIDATED HOLDING CORP.**, a Pennsylvania corporation (the ***“Borrower”***),the Lenders party to the hereinafter described Credit Agreement, and **BANK OF AMERICA, N.A.**, asAdministrative Agent for such Lenders.**RECITALS**     A. The Borrower, the Lenders and the Administrative Agent are party to that certain CreditAgreement dated as of June 30, 2006 (as heretofore modified, amended or supplemented, the “***CreditAgreement***”). Unless otherwise defined herein, defined terms used herein shall have the meaningsgiven such terms in the Credit Agreement.     B. The Borrower has requested that the Credit Agreement be amended to extend the Maturity Dateand to effect certain other changes to the Credit Agreement, and the Lenders and the AdministrativeAgent have agreed to such amendments.     NOW THEREFORE, in consideration of the foregoing and for other good and valuableconsideration, the receipt and adequacy of which are hereby acknowledged, the Borrower, the Lendersand the Administrative Agent agree as follows:     1. Amendments. Subject to satisfaction of the conditions precedent set forth in***Section 2***hereof, the Credit Agreement is amended as follows:     (a) The “June 29, 2007” date appearing in the definition of “Maturity Date” is amendedto read “June 27, 2008”.     (b) The “.40%” percentage appearing in ***Section 2.06***of the Credit Agreement is amendedto read “.35%”.     (c) The “.08%” percentage appearing in ***Section 2.07***of the Credit Agreement is amendedto read “.06%”.     (d) The “$33,717,004” number appearing in ***Section 7.******08(b)*** of the Credit Agreement isamended to read “$47,111,908”.     (e) The “$451,101,175” number appearing in ***Section 7.******08(c)*** of the Credit Agreement isamended to read “$669,929,554”.     2. Conditions Precedent to Amendments. The amendments in ***Section 1***hereof shall beeffective as of the date hereof when the Administrative Agent receives:     (a) counterparts of this Amendment duly executed by the Borrower, the Lenders and theBank;     (b) a certificate, dated as of the date hereof, of the Secretary of the Borrowercertifying that the attachments to, and the certifications made in, the Secretary’sCertificate dated June 16, 2006, executed and delivered to the Administrative Agent and theBanks in connection with the Credit Agreement, have not been modified or amended and remainin full force and effect;
 

 
     (c) an extension and amendment fee in the amount of $10,000, half of which shall bepaid to each of Bank of America, N.A. and Wachovia Bank, National Association for its ownaccount;     (d) payment of all expenses, including legal fees and expenses of counsel to theAdministrative Agent, incurred by the Administrative Agent in connection with thisAmendment, to the extent invoiced to the Borrower on or prior to the date hereof; and     (e) such other agreements, documents, instruments, and items as the AdministrativeAgent may reasonably request.     3. Representations and Warranties. The Borrower represents and warrants to the Bankas follows:     (a) the execution, delivery and performance by the Borrower of this Amendment have beenduly authorized by all necessary corporate action (including pursuant to that certain Actionby Unanimous Consent in Writing by the Entire Board of Directors of the Borrower dated June9, 2006) and do not and will not (i) require any consent or approval not heretofore obtainedof any director, stockholder, security holder, or creditor of the Borrower or of anygovernmental authority having jurisdiction over the Borrower, (ii) violate or conflict withany provision of the articles of incorporation or bylaws of the Borrower, (iii) violate anylaws applicable to the Borrower, or (iv) result in a breach of or constitute a defaultunder, or cause or permit the acceleration of any obligation owed under, any indenture orloan or credit agreement or any other material agreement to which the Borrower is a party orby which the Borrower or any of its property is bound or affected;     (b) all representations and warranties made or deemed made by the Borrower in the LoanDocuments are true and correct in all material respects (provided, that any representationor warranty that is expressly qualified by materiality or Material Adverse Effect is trueand correct in all respects) as of the date hereof, except to the extent that suchrepresentations and warranties expressly relate solely to an earlier date (in which casesuch representations and warranties were, as applicable, true and accurate in all materialrespects or true and correct in all respects on and as of such earlier date) and except forchanges in factual circumstances not prohibited by the Credit Agreement;     (c) no Default or Event of Default has occurred and is continuing as of the datehereof; and     (d) There has occurred since December 31, 2006, no event or circumstance that hasresulted or would reasonably be expected to result in a Material Adverse Effect.     4. Effect of Amendment. This Amendment is a Loan Document. The amendments effectedhereunder are expressly limited to the matters contained herein. Except as amended hereby, theCredit Agreement and the other Loan Documents are unchanged and are hereby ratified and confirmed.     5. Counterparts. This Amendment may be executed in any number of counterparts and bythe parties hereto in separate counterparts, each of which when so executed and delivered shall bedeemed to be an original and all of which taken together shall constitute one and the sameinstrument. Delivery of an executed counterpart of a signature page to this Amendment by telecopyshall be effective as delivery of a manually executed counterpart of this Amendment.**First Amendment to Credit Agreement**
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     6. Governing Law. This Amendment shall be governed by and construed in accordancewith the laws of the Commonwealth of Pennsylvania, without regard to conflict of laws principles.     7. Parties. This Amendment binds and inures to the benefit of the Borrower, Banks,the Administrative Agent, and their respective successors and permitted assigns.[Remainder of Page Intentionally Left Blank.