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):  March 9, 2009

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 7.01                           Regulation FD Disclosure

We are furnishing information which we will use in an investor presentations and numerous investor meetings beginning after the close of normal NYSE trading on March 9, 2009. These materials are Exhibit 99.1 to this Current Report on Form 8K. We expressly disclaim any obligation to update these materials and caution that they are only accurate on the date they are presented. The inclusion of any data or statements in this presentation does not signify that the information is considered material.

Item 9.01 Financial Statements and Exhibits

99.1 Presentation materials to be used an investor presentations and numerous investor meetings beginning after the close of normal NYSE trading on March 9, 2009.

We are furnishing the exhbit to this Form 8-K in accordance with item 7.01. The exhibit shall not be deemed to be “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.

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:  March 10, 2009

PROASSURANCE CORPORATION

By:  /s/ Frank B. O’Neil

-----------------------------------------------------

Frank B. O’Neil

Senior Vice-President

EX-99.1

March 9-11, 2009

W. Stancil StarnesChairman and Chief Executive Officer

Edward L. Rand, Jr.Chief Financial Officer

Frank B. O’NeilInvestor Relations Officer

Raymond James & Associates

Raymond James & Associates

30th Annual Institutional Investors Conference

30th Annual Institutional Investors Conference

2

Forward Looking Statements

This presentation contains Forward Looking Statements and other information designed
to convey our projections and expectations regarding future results. There are a number
of factors which could cause our actual results to vary materially from those projected in
this presentation. The principal risk factors that may cause these differences are
described in various documents we file with the Securities and Exchange Commission,
such as our current reports on Form 8-K, and our regular reports on Forms 10-Q and 10-
K, particularly in “Item 1A, Risk Factors.” Please review this presentation in
conjunction with a thorough reading and understanding of these risk factors.

This presentation contains Non-GAAP measures, and we may reference
Non-GAAP measures in our remarks. A reconciliation of these measures to GAAP
measures is available in our latest quarterly news release, which is available in the
Investor Relations section of our website, www.ProAssurance.com, and in
the related Current Reports on Form 8K disclosing that release.

Non-GAAP Measures

3

ProAssurance: Quick Facts

Market Cap: $1.4 Billion / Equity: $1.4 Billion

Fifth largest writer of medical liability

Writing business in 30 jurisdictions

Approximately 39,000 policyholders

32,500 physicians & dentists

8,100 attorneys

Majority in small or solo practice

Highly rated by A. M. Best and Fitch

4

ProAssurance: Long-Term Success

Our Balance Sheet remains strong

Conservative investments

Little debt

Low leverage

Solid stock performance over time

Growing organically and through M & A

Adding over $100 million to our top line in 2009
through M & A

Diversifying our risk profile

5

ProAssurance: Long-Term Success

NYSE Closing Price at Each year-End

Stock Price Performance

Cumulative

CAGR

10 year

249%

10%

5 year

135%

6%

1 year

-5%

-5%

6

ProAssurance: Long-Term Success

NYSE Closing Price at Each year-End

Book Value Growth

Cumulative

CAGR

10 year

67%

13%

5 year

51%

10%

1 year

10%

10%

7

ProAssurance: 2008 Highlights

Increased Shareholders’ Equity
and Book Value per Share

Significantly increased profits

Announced three M&A transactions

Major brand enhancement project

Entering 2009 in a Strong Position

$ amounts
in Billions

9

ProAssurance 2008 highlights

in millions, except per share data

Gross Premiums Written$472 $549- 14%

Net Investment Income 158171- 8%

Total Revenue 567 706- 20%

Total Expenses 470 561-16%

Operating Income$207$17220%

Net Income (Includes Investment Losses)$178$1686%

Operating Income/Diluted Share$6.07$4.9024%

Operating Cash Flow$165$244-32%

December 31,Y-OVER-Y

20082007CHANGE

Responding to Low Interest Rates

Loss in value assuming a 100 basis point shift in the yield curve

Yields based on Single A composite corporate debt

11

Responding to Low Interest Rates

Loss ratio required
to generate a 13%
after-tax ROE

Assumes a 1:1 premium to surplus ratio for physicians professional
liability claims-made coverages

(in millions)

Prepared for an
improving market

Prudent capital
management

Premiums to Surplus
for Each year

13

Excess Capital vs. Excess Capacity

14

Little Dependence on Debt

Low Debt to Cap Ratio

Little strain on cash flow

Repurchased additional
$22 million of debt in Q4

12/31/2008

Balancing Risk vs. Return

15

Our conservative investment
philosophy balances
risk and return

We are building cash and short-
term balances as we look to the
future

Low equity allocation helps
mute the impact of the volatile
equity markets

$3.6 Billion

$3.6 Billion

Portfolio

Portfolio

Fixed Income:
83%

Fixed Income:
83%

Short
Term: 13%

Short
Term: 13%

Equity and Other
Investments: 2%

Equity and Other
Investments: 2%

BOLI: 2%

BOLI: 2%

12/31/2008

16

Fixed Income: $3.0 Billion

12/31/2008

19

Operation Discipline: Claims

Our balance sheet strength and deep expertise
ensures our insureds have the option of an
uncompromising defense of their claim

We defend our insureds at trial more often
than any other company in our line

Provides a long-term financial and marketing
advantage

A key differentiating factor in the market
as claims data becomes public

20

Claims Trends Remain Favorable

ProAssurance Claims Tried

21

The Age of Transparency

Board / Discipline / Med Mal

Med Mal disclosure
legislation proposed

P

22

Operational Discipline: Underwriting

Pricing Discipline

Rates on renewing business down less than 10%
from the peak of pricing in 2006

Rates down 2% in 2007

Rates down 7% in 2008

Use of credits allows us to maintain existing
rate filings

Pricing developed using multiple years

Not unduly influenced by current market
conditions

Operational Discipline: Actuarial

Initial Accident Year Loss Ratios

2008 Industry is
A. M. Best Data
Through Q3 2008

24

Operational Discipline: Actuarial

Reserve History(billions)

2008

$ 2.7

2007

$ 2.9

2006

$ 2.6

2005

$ 2.2

2004

$ 1.8

25

Growth Opportunities in 2009

We have announced three transactions that
diversify and add significant premium

We are incrementally expanding our footprint

Wyoming and South Carolina

Taking advantage of improving conditions in
selected markets within our footprint

26

New Transactions to Strengthen Us

The PICA Group

Leading insurer of podiatric physicians nationwide

National market share: approximately 70%

2008 Premiums: $97 million

Profitable

Well managed

Low integration risk

Joining PRA through a sponsored demutualization

27

Adding the PICA Group

Expands our footprint nationwide

Adds ~16,600 insureds

9,800 DPMs

6,800 other providers

93% Direct

Largest States:

CA, FL, NY, IL, TX

PICA’s Business Profile

PICA’s Business Profile

11%

7%

9%

7%

8%

28

New Transactions to Strengthen Us

Mid-Continent General Agency

Growing market for ancillary healthcare
professional liability

Produced $26 million of premium in 2008

Georgia Lawyers Insurance Company

A leading insurer of Georgia attorneys

2008 Premium: $5.7 million

Solidifies our presence in the legal professional
liability market

Both drive growth in key areas

Summary:
Successfully Executing a Proven,
Disciplined Strategy

Summary:
Successfully Executing a Proven,
Disciplined Strategy

30

The Promise of Treat Fairly

Treated Fairly is our brand enhancement initiative

Affirms our existing, enduring commitment to
every stakeholder

Insureds

Agents

Investors

The public

We run our business as owners who are
rewarded for long-term success

31

ProAssurance

Concentrating on shareholder value

Growing Book Value per Share

Focused on the long-term

Maintaining leading market position

Protecting the balance sheet

Building strength for the next cycle turn

Evaluating all M & A opportunities

32

ProAssurance

Proven success throughout the cycles

Disciplined pricing and underwriting

Consistent reserving policy

Proven claims strategy

Balance sheet strength

Significant share ownership throughout the
company

Demonstrated commitment to a long-term
view of a complicated business

Appendix: Claims Data

Appendix: Claims Data

Why Claims Strategy Matters

Favorable
Outcomes:
82%

Favorable
Outcomes:
82%

Favorable
Outcomes:
74%

Favorable
Outcomes:
74%

Why Claims Strategy Matters

Our ability and willingness to defend claims
allows us to achieve better results

81.4%

ProAssurance Stand Alone

2005 - - 2007

76.0%

64.3%

Appendix: Investments

Appendix: Investments

37

Portfolio Overview

12/31/2008

38

12/31/2008

Equities & Other Investments

$ in 000’s

Performance Q1, 2005 - Q4, 2008

40

12/31/2008

41

Alt-A LTV: 62%

Whole Loan LTV: 57%

Further Details Provided on
Sub-Primeand CMBS on
following pages

Bloomberg Data
12/31/2008

42

Portfolio Overview: Sub-Prime

$11.7 million market value in AFS portfolio

$2.5 million unrealized loss)

$5.0 million market value in high-yield LP
rated BB

LP’s focus is distressed ABS)

At 12/31/08

Type

Quality

$6.9Mln

Mortgage-Backed

AA+ avg- LTV 72%

$4.7Mln

Home Equity

AA avg

At 12/31/08

Vintage

$6.2 Mln

2004 & Prior

$3.7 Mln

2005

Quality & Vintage information only on direct holdings
12/31/08

43

Portfolio Overview: CMBS

$171 million Fair Value in non-agency CMBS

Book Value: $194 Book Value

6% of fixed income portfolio

At 12/31/08

Quality

$169 Mln

AAA

$2 Mln

AA

At 12/31/08

Wtd Avg LTV

85%

<70%

15%

<72%

At 12/31/08

Credit Support

78%

>20%

7%

15% - 20%

12%

10% - 15%

3%

Less than 10%

At 12/31/08

Deal Cumulative Delinquencies

32%

None

36%

0% - 0.5%

16%

0.5% - - 1.0%

14%

1.0% - - 2.0%

2%

2.0% - - 2.6%

At12/31/08

Debt Service Coverage

89%

>1.5x

11%

>1.2-1.5x

AT
12/31/2008

44

12/31/2008

45

Portfolio: Corporate-Financials

Top 20 Largest Banks/Financials: $ 200 million

$17 mm FDIC

BoA/ML $27 ($1)

Credit Suisse $7

Wells/Wachovia $21

Depfa ACS $5

M Stanley $24 ($4)

DeutscheBk $5

JPM Chase $20 ($10)

BONY $5

GECC $13

Unilever Cap $4

Amer Exp $12

John Deere Cap $4

Citi $11

CIT$4

Goldman $9

Met Life $4

Hypotheken Essn $9

FMCC $4

NRUC $9

CAT Fin $3

FDIC backed listed in parentheses

12/31/2008

46

Portfolio: Treasury/GSE

12/31/2008

47

Portfolio: FRE and FNM

12/31/2008

48

Portfolio Overview: Short Term

12/31/2008

49

12/31/2008

Appendix: Industry History

Appendix: Industry History

51

Will History Repeat Itself—Again?

Source: A. M. Best Aggregates and Averages 1976 - 2001
Medical Malpractice Industry, Net Basis Occurrence and Claims-Made Combined

Appendix: M&A History

Appendix: M&A History

53

Profitable Growth Through M & A

ProAssurance has been built through M & A

ProAssurance was
formed by the
combination of two
successful companies
with a history of M & A

54

Profitable Growth Through M & A

ProAssurance has been built through M & A

Each company brought
multiple transactions
into ProAssurance at
our founding in 2001

55

Profitable Growth Through M & A

ProAssurance has been built through M & A

We have continued to
grow through M & A

NCRIC in the mid-
Atlantic

PIC-Wisconsin in the
upper Midwest

56

Denovo Growth Also Plays a Role

We have added states as opportunities arose

We carefully evaluate
the medical and legal
climate of each state
before entering

We are the market
leaders in AL, DE, DC,
OH, & WI