8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934

Date of Report (Date of earliest event reported):  September 21, 2008

ProAssurance Corporation

(Exact name of registrant as specified in its charter)

Delaware	001-16533	63-1261433
(State of Incorporation)	(Commission File No.)	(IRS Employer I.D. No.)

100 Brookwood Place, Birmingham, Alabama	35209
(Address of Principal Executive Office )	(Zip code)

Registrant’s telephone number, including area code:     (205)  877-4400

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Securities Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-(c) under the Exchange Act (17CFR 240.13e-(c))

Item 5.02b  Departure of Directors; Election of Directors

On September 22, 2008 we issued a news releasereporting the resignation of A. Derrill Crowe, M.D. as non-executive chairman and as a director. Dr. Crowe’s resignation is for personal reasons and was not a result of a disagreement with management regarding the Company's operations, policies, practices or otherwise.

Item9.01 Financial Statements and Exhibits

99.1 News Release reporting the resignation of A. Derrill Crowe, M.D. as non-executive chairman and as a director of ProAssurance.

99.2 Letter of resignation from A. Derrill Crowe, to ProAssurance Corporation.

SIGNATURE

Pursuant to the requirements of the Securities Exchange act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:  September 22, 2008
	PROASSURANCE CORPORATION
	By:	/s/ Frank B. O’Neil
		Frank B. O’Neil
		Senior Vice President

EX-99.1

       NEWS RELEASE

For More Information Contact:

Frank B. O’Neil

Sr. Vice President, Corporate Communications & Investor Relations

800-282-6242 • 205-877-4461 • foneil@ProAssurance.com

ProAssurance Announces Chairman’s Resignation

BIRMINGHAM, AL.—(BUSINESS WIRE)—September 22, 2008 –ProAssurance Corporation (NYSE: PRA) announced today that A. Derrill Crowe, M.D. has resigned as non-executive Chairman of the Board and from his position as a director, for personal reasons. A successor chairman has not been elected.

In resigning, Dr. Crowe advised the Company that, in light of a recent family tragedy, he has decided to devote more time and attention to his family and other personal and financial affairs. Dr. Crowe also cited the fact that he is within a few weeks of his 72nd birthday, which is the age when ProAssurance directors (other than the Chairman) are no longer eligible for reelection to the board.

ProAssurance’s Chief Executive Officer, Stan Starnes, said the company accepted Dr. Crowe’s resignation reluctantly, but he acknowledged the high esteem in which Dr. Crowe will always be regarded by the Company. He said, “The insureds, shareholders and employees of ProAssurance owe a debt of gratitude to Derrill Crowe that can never be repaid. His energy and vision shaped the company and established a foundation for all of the exciting opportunities that lay ahead for us.”

Dr. Crowe will continue to serve as a consultant to the company under the terms of his employment agreement.

About ProAssurance

ProAssurance Corporation is the nation's fifth largest writer of medical professional liability insurance through our principal subsidiaries The Medical Assurance Company, Inc., ProNational Insurance Company, NCRIC, Inc., Physicians Insurance Company of Wisconsin, Inc., and Red Mountain Casualty Insurance Company, Inc. We also write professional liability coverage through Woodbrook Casualty Insurance, Inc. ProAssurance is recognized as one of the top performing insurance companies in America by virtue of its inclusion in the Ward’s 50 for the past two years

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EX-99.2

[Letterhead of A. Derrill Crowe, M.D.]

September 21, 2008

Jeffrey P. Lisenby, Secretary

ProAssurance Corporation

100 Brookwood Place

Birmingham, Alabama 35209

Dear Jeff:

Please accept this letter as my resignation as Chairman of the Board and a director of ProAssurance Corporation effective September 21, 2008. This letter will confirm my conversations over the weekend with Stan Starnes regarding my service as Chairman and a director. After discussions with Stan and much deliberation on my part, I have decided that this is the appropriate time for me to resign from the Board.

My resignation is for personal reasons. I will be 72 years old on my next birthday, which is the retirement age for all directors other than the Chairman of the Board. With the recent loss in my family, I have decided to devote more time and attention to my family and other personal affairs. I no longer have the time or enthusiasm to serve as the Chairman of the Board of ProAssurance.

In regard to the foregoing, my attention to family and personal affairs will involve significant estate planning activities. Part of my estate planning activities will involve the diversification of my holdings in the stock of ProAssurance Corporation. I am currently limited in my efforts to sell my shares of stock because of my status as a director. My resignation as a director should eliminate my access to nonpublic information, remove me from restrictions imposed by periodic "blackouts" in anticipation of earnings releases and other matters, and thereby facilitate my ability to diversify my position in ProAssurance common stock.

I very much cherish my relationship with ProAssurance Corporation. I devoted a significant part of my professional career to the founding and growth of this company. It is a difficult decision to end my tenure as Chairman of the Board, but I believe it is the right time and the right thing to do.

Yours very truly,

/s/ A. Derrill Crowe, M.D.

A. Derrill Crowe