PHLY Philadelphia Consolidated Corp (MM)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At its meeting on February 21, 2008, the Compensation Committee of the Company’s Board of Directors completed its determination of the levels of the 2008 bonuses which may be earned by certain of the Company’s executive officers and the goals which must be achieved by them for receipt of such bonuses. Such determinations related to the Company’s Chief Executive Officer, James J. Maguire, Jr., and the Company’s Executive Vice Presidents, Craig P. Keller, Sean S. Sweeney and Christopher J. Maguire. Mr. Maguire, Jr.’s 2008 target bonus for 2008 is $462,000 and the 2008 target bonus for each of the Executive Vice Presidents is $308,300. A number of individual personal goals for each of such officers (except for Mr. Maguire, Jr.) were established, as well as a goal based on the Company’s 2008 earnings per share (the "EPS Levels"). Fifty percent (or, in Mr. Maguire, Jr.’s case, one hundred percent) of the bonus will be based on the Company reaching the EPS Levels, and applicable portions of the balance of the bonus will be based on each Executive Vice President achieving one or more of his individual personal goals. The bonus earned by Mr. Maguire, Jr. would be paid under the Company’s 2007 Cash Bonus Plan.

That actual bonus which may be earned may be more or less than the target bonus, depending on the amount of the Company’s 2008 earnings per share. Various amounts of the portion of the target bonus based on the achievement by the Executive Vice Presidents of their individual personal goals would be earned depending on the achievement of one or more of such goals.