PROASSURANCE CORP — Director's Dealing 2014

May 29, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROASSURANCE CORP (PRA)
CIK: 0001127703
Period of Report: 2014-05-28

Reporting Person: Di Piazza Samuel A Jr. (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-05-28	Common Stock	A	1250	$44.80	Acquired	1250	Direct

Footnotes

F1: These shares are awarded under the ProAssurance Corporation Director Deferred Stock Compensation Plan and are exempt under Rule 16b-3. This grant was recommended by the Compensation Committee, which is composed entirely independent directors (as disclosed on page 17 of our 2014 Proxy Statement), and was approved by our Board of Directors at its meeting on May 28, 2014. This year, the recommended and approved stock compensation grant was for shares having a value not to exceed $56,000. The number of whole shares is determined using the closing price of a share of stock on the New York Stock Exchange (NYSE) on the day of the Board of Directors meeting following the Annual Meeting of Shareholders. The NYSE closing price on May 28, 2014 was $44.80, resulting in a distribution to each non-management director of 1,250 shares.