PROASSURANCE CORP — Director's Dealing 2011

Sep 19, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROASSURANCE CORP ([PRA])
CIK: 0001127703
Period of Report: 2011-09-15

Reporting Person: Thomas Darryl Keith (Senior Vice-President, Co-President of Subsidiary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-09-15	Common Stock	F	9698	$72.33	Disposed	58890	Direct
2011-09-15	Common Stock	M	15000	$72.33	Acquired	68588	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-09-15	Employee Stock Option (Right to Buy)	$41.15	M	7500	Disposed	2015-09-10	Common Stock (5000)	Direct
2011-09-15	Employee Stock Option (Right to Buy)	$33.28	M	5000	Disposed	2014-09-10	Common Stock (7500)	Direct
2011-09-15	Employee Stock Option (Right to Buy)	$22.00	M	2500	Disposed	2013-09-03	Common Stock (10000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1320	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
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

Footnotes

F1: The 9,698 shares disposed of reflect 7,329 shares withheld by the issuer to fund the cashless exercise of 15,000 options after the market close on 9/15/2011, and 2,369 shares withheld by the issuer to cover the associated tax liability.

F2: Cashless exercise of options after the close of the market on September 15, 2011

F3: Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of ProAssurance Corporation common stock, issuable 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 December 31, 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.

F4: Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of ProAssurance Corporation common stock, issuable 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 December 31, 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: Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of ProAssurance Corporation common stock, issuable 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: These options are fully vested, having vested in five equal, yearly installments commencing on September 10,2007.

F8: These options are fully vested, having vested in five equal, yearly installments commencing on September 11, 2006.

F9: These options are fully vested, having vested in five equal, yearly installments commencing on September 10, 2005. This is the final exercise of options associated with this grant.

F10: These options are fully vested, having vested in five equal, yearly installments commencing on September 10, 2004. This is the final exercise of options associated with this grant.

F11: These options are fully vested, having vested in five equal, yearly installments commencing on July 15, 2002. This is the final exercise of options associated with this grant.