PROASSURANCE CORP — Director's Dealing 2011

Feb 28, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROASSURANCE CORP (PRA)
CIK: 0001127703
Period of Report: 2011-02-25

Reporting Person: ADAMO VICTOR T (Director, President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-25	Common Stock	A	3750	$64.08	Acquired	44962	Direct
2011-02-25	Common Stock	A	500	$64.08	Acquired	41212	Direct
2011-02-25	Common Stock	F	19356	$64.08	Disposed	40712	Direct
2011-02-25	Common Stock	M	25000	$64.08	Acquired	60068	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-25	Employee Stock Option (Right to Buy)	$41.15	M	25000	Disposed	2015-09-10	Common Stock (25000)	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: Payout of Performance Shares awarded to the reporting person upon completion of a three year performance period at year-end 2010. 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.

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: The 19,356 shares disposed of reflect 16,055 shares withheld by the issuer to fund the cashless exercise of 25,000 options on 02/25/2011, and 3,301shares withheld by the issuer to cover the associated tax liability.

F4: Cashless exercise of options on 02/25/2011

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

F6: 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.

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