PROASSURANCE CORP — Director's Dealing 2010

Mar 1, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROASSURANCE CORP (PRA)
CIK: 0001127703
Period of Report: 2010-02-26

Reporting Person: ADAMO VICTOR T (Director, President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-03-01	Common Stock	P	111	$53.95	Acquired	46343	Direct
2010-02-26	Common Stock	A	3800	$53.32	Acquired	46232	Direct
2010-02-26	Common Stock	A	3750	$53.32	Acquired	42432	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Share Units	$		Common Stock (2500)	2500	Direct
Employee Stock Option (Right to Buy)	$54.28	2018-09-01	Common Stock (15000)	15000	Direct
Employee Stock Option (Right to Buy)	$51.48	2017-09-10	Common Stock (15000)	15000	Direct
Employee Stock Option (Right to Buy)	$51.38	2016-09-11	Common Stock (15000)	15000	Direct
Employee Stock Option (Right to Buy)	$41.15	2015-09-10	Common Stock (37500)	37500	Direct

Footnotes

F1: Shares acquired in the amended and restated ProAssurance Stock Ownership Plan. Purchases under this plan are exempt under Rule 16b-3(c)

F2: These shares are exempt under Rule 16b-3. Bonus shares awarded to the reporting person under the terms of the ProAssurance 2008 Equity Incentive Plan by the Compensation Committee of the Board of Directors. The Compensation Committee is comprised solely of independent, non-employee directors

F3: Payout of Performance Shares awarded to the reporting person upon completion of a three year performance period at year-end 2009. The Compensation Committee (consisting entirely of independent directors) of the ProAssurance Corporation Board of Directors reviewed the company's performance against the defined criteria and approved this award.

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, 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.

F5: The options vest in five equal, yearly installments commencing on September 1, 2008

F6: The options vest in five equal, yearly installments commencing on September 10, 2007

F7: The options vest in five equal, yearly installments commencing on September 11, 2006

F8: The options vest in five equal, yearly installments commencing on September 10, 2005