PROASSURANCE CORP — Director's Dealing 2011

May 10, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROASSURANCE CORP (PRA)
CIK: 0001127703
Period of Report: 2011-05-06

Reporting Person: ADAMO VICTOR T (Director, President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-06	Common Stock	F	9461	$66.66	Disposed	47998	Direct
2011-05-06	Common Stock	M	12500	$64.08	Acquired	57459	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-05-06	Employee Stock Option (Right to Buy)	$41.15	M	12500	Disposed	2015-09-10	Common Stock (12500)	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

Footnotes

F1: The 9,461 shares disposed of reflect 7,717 shares withheld by the issuer to fund the cashless exercise of 12,500 options on 05/06/2011, and 1,744 shares withheld by the issuer to cover the associated tax liability.

F2: Cashless exercise of options on 05/06/2011

F3: The options vest in five equal, yearly installments commencing on September 1, 2008

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 10, 2007

F6: The options vest in five equal, yearly installments commencing on September 11, 2006

F7: The options vest in five equal, yearly installments commencing on September 10, 2005