PROASSURANCE CORP — Director's Dealing 2010

Dec 3, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROASSURANCE CORP (PRA)
CIK: 0001127703
Period of Report: 2010-12-01

Reporting Person: FRIEDMAN HOWARD H (Senior Vice-President, Co-President of Subsidiary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-12-02	Common Stock	S	1250	$60.03	Disposed	42358	Direct
2010-12-01	Common Stock	F	10318	$60.17	Disposed	43608	Direct
2010-12-01	Common Stock	M	20000	$60.17	Acquired	53926	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-12-01	Employee Stock Option (Right to Buy)	$16.80	M	20000	Disposed	2012-11-05	Common Stock (20000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	914	Indirect
Common Stock	173	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Common Stock (2085)	2085	Direct
Restricted Stock Units	$		Common Stock (2085)	2085	Direct
Employee Stock Option (Right to Buy)	$54.28	2018-09-01	Common Stock (12500)	12500	Direct
Employee Stock Option (Right to Buy)	$51.48	2017-09-10	Common Stock (12500)	12500	Direct
Employee Stock Option (Right to Buy)	$51.38	2016-09-11	Common Stock (12500)	12500	Direct
Employee Stock Option (Right to Buy)	$41.15	2015-09-10	Common Stock (25000)	25000	Direct
Employee Stock Option (Right to Buy)	$33.28	2014-09-10	Common Stock (25000)	25000	Direct
Employee Stock Option (Right to Buy)	$22.00	2013-03-04	Common Stock (25000)	25000	Direct

Footnotes

F1: Weighted average of sale prices, which ranged from $59.95 to $60.05. The Reporting Person has provided to the issuer, and further undertakes to provide to the SEC staff or a security holder of the Issuer upon request, full information regarding the number of shares sold at each separate price.

F2: The 10,318 shares disposed of reflect 5,585 shares withheld by the issuer to fund the cashless exercise of 20,000 options on 12/01/2010, and 4,733 shares withheld by the issuer to cover the associated tax liability.

F3: Cashless exercise of options on 12/1/2010

F4: Shares acquired in the amended and restated ProAssurance Stock Ownership Plan. Purchases under this plan are exempt under Rule 16b-3(c)

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, yearly installments commencing on September 10, 2005

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

F11: The options vest in five equal, yearly installments commencing on September 4, 2003

F12: The options vest in five equal, yearly installments commencing on July 15, 2002