PROASSURANCE CORP — Director's Dealing 2010

Dec 17, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROASSURANCE CORP (PRA)
CIK: 0001127703
Period of Report: 2010-12-16

Reporting Person: O NEIL FRANK B (Senior Vice-President, Assistant Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-12-16	Common Stock	F	7288	$62.31	Disposed	31421	Direct
2010-12-16	Common Stock	M	10000	$62.31	Acquired	38709	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-12-16	Employee Stock Option (Right to Buy)	$41.15	M	7500	Disposed	2015-09-10	Common Stock (7500)	Direct
2010-12-16	Employee Stock Option (Right to Buy)	$33.28	M	2500	Disposed	2014-09-10	Common Stock (2500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	629	Indirect
Common Stock	2025	Indirect
Common Stock	598	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Common Stock (1040)	1040	Direct
Restricted Stock Units	$		Common Stock (1040)	1040	Direct
Employee Stock Option (Right to Buy)	$54.28	2018-09-01	Common Stock (6250)	6250	Direct
Employee Stock Option (Right to Buy)	$51.48	2017-09-10	Common Stock (6250)	6250	Direct
Employee Stock Option (Right to Buy)	$51.38	2016-09-11	Common Stock (1250)	5000	Direct

Footnotes

F1: Cashless exercise of options on 12/16/2010

F2: The 7,288 shares disposed of reflect 6,290 shares withheld by the issuer to fund the cashless exercise of 10,000 options on 12/16/10 and 998 shares withheld by the issuer to cover the associated tax liability.

F3: Shares are held in the George O'Neil Generation-Skipping Trust, Non-Exempt, fbo Frank B. O'Neil. The Reporting Person disclaims beneficial ownership because the Trustee retains sole investmenet control over the shares.

F4: Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of ProAssurance Corporation common stock, issueable from the ProAssurance 2008 Equity Incentive Plan. The RSUs will vest if the reporting person remains continuously employed by ProAssurance or one of its subsidiaries until February 26, 2013 (three years from date of grant). Vesting will accelerate upon termination of employment as the result of (i) death; (ii) disability; or (iii) Good Reason, as defined in the reporting person's employment agreement with ProAssurance Corporation, or by action of the Compensation Committee of the ProAssurance Corporation Board of Directors. The RSUs will be settled in shares of ProAssurance Common Stock and in cash, with the cash portion being approximately equal to the federal, state, and local taxes.

F5: Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of ProAssurance Corporation common stock, issueable from the 2008 Equity Incentive Plan. The RSUs will vest if the reporting person remains continuously employed by ProAssurance or one of its subsidiaries until February 26, 2012 (three years from date of grant). Vesting will accelerate upon termination of employment as the result of (i) death; (ii) disability; or (iii) Good Reason, as defined in the reporting person's employment agreement with ProAssurance Corporation, or by action of the Compensation Committee of the ProAssurance Corporation Board of Directors. The RSUs will be settled in shares of ProAssurance Common Stock and in cash, with the cash portion being approximately equal to the federal, state, and local taxes.

F6: The options vest in five equal, yearly installments commencing on September 1, 2008

F7: The options vest in five equal, yearly installments commencing on September 10, 2007

F8: The options vest in five equal, yearly installments commencing on September 11, 2006

F9: The options vest in five equal installments commencing on September 10, 2005

F10: The options vest in five equal installments commencing on September 10, 2004