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):  May 19, 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 expect to use in investor meetings through July, 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 we expect to use in investor meetings through July 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:  May 19, 2009

PROASSURANCE CORPORATION

By:  /s/ Frank B. O’Neil

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

Frank B. O’Neil

Senior Vice-President

EX-99.1

Howard H. FriedmanProfessional Liability Group President
Chief Underwriting & Actuarial Officer

Frank B. O’NeilInvestor Relations Officer

May 19, 2009

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.

2

Non-GAAP Measures

ProAssurance: Quick Facts

Market Cap: $1.5 Billion / Equity: $1.4 Billion

Fifth largest1 writer of medical liability

Writing business in 491 jurisdictions

More than 57,0002 policyholders

45,000 physicians and dentists

7,000 ancillary and other healthcare professionals

8,100 attorneys

Majority in small or solo practice

Highly rated by A. M. Best and Fitch

3

1 Includes PICA2 Includes PICA and Georgia
Lawyers

ProAssurance: Recent Highlights

Increasing Shareholders’ Equity
and Book Value per Share in a
challenging market

Maintaining profitability

Completion of three M&A transactions
that will allow us to grow the top line in 2009

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 in annualized premium
to our top line in 2009 through M & A

Diversifying our risk profile

5

ProAssurance: Long-Term Success

6

NYSE Closing Price at Each year-End

Stock Price Performance

Cumulative

CAGR

10 year

249%

10%

5 year

135%

6%

1 year

-5%

-5%

Measured through Year-End 2008

ProAssurance: Long-Term Success

7

Book Value per Share

Book Value Growth

Cumulative

CAGR

10 year

67%

13%

5 year

51%

10%

1 year

10%

10%

Measured through Year-End 2008

ProAssurance: Recent Transactions

Podiatry Insurance Company of America (PICA)

Dominant (70%), profitable, national company

~$96 million Direct Premium in 2009

Mid-Continent General Agency

Large writer of ancillary healthcare

~$26 million in total premium in 2008

$20 million healthcare related—most will come to PRA

Georgia Lawyers

Adds 2,700 Georgia attorneys to our legal book

~$5.7 million Direct Premium in 2008

8

10

Claims Trends Remain Favorable

11

Frequency trends are stable after declining
since 2005/2006

Severity has not declined, but the increase has
been stable and manageable

Operation Discipline: Claims

12

ProAssurance Claims Tried

The Age of Transparency

13

Board / Discipline

Board / Discipline / Med Mal

Med Mal disclosure
legislation proposed

P

Operational Discipline: Underwriting

14

Pricing Discipline

Using credits allows us to maintain existing
rate filings

Pricing developed using multiple years

Not unduly influenced by current market
conditions

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

Operational Discipline: Actuarial

Consistent and conservative reserving
practices throughout the market cycle

Initial Accident Year Loss Ratios

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

Operational Discipline: Actuarial

16

Reserve History(billions)

2008

$ 2.4

2007

$ 2.6

2006

$ 2.6

2005

$ 2.2

2004

$ 1.8

Growth Opportunities in 2009

We have closed three transactions that diversify
our risk profile 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

17

The Promise of Treated 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

18

Financial Highlights

We Remain in a Strong Position

Emphasizing an appropriate balance of risk vs. return

Committed to enduring balance sheet strength

Responding to the low interest rate environment

$ amounts
in Billions

ProAssurance Q1 2009 Highlights

21

in millions, except per share data

Gross Premiums Written$155 $160

Net Investment Income 3541

Total Revenue 131160

Total Expenses 94110

Operating Income$33$37

Net Income (Includes Investment Losses)$28$36

Operating Income/Diluted Share$0.99$1.06

Operating Cash Flow$8$61

March 31,

20092008

ProAssurance 2008 Highlights

22

in millions, except per share data

Gross Premiums Written$472 $549

Net Investment Income 158171

Total Revenue 567 706

Total Expenses 319 470

Operating Income$207$172

Net Income (Includes Investment Losses)$178$168

Operating Income/Diluted Share$6.07$4.90

Operating Cash Flow$165$244

December 31,

20082007

Selected 2008 ProForma with PICA

Gross Premiums Written$567

Net Investment Income$ 162

Total Revenue$ 673

Total Invested Assets$3,697(PRA Only at 12/31/08: $
3,576)

Responding to Low Interest Rates

The choice: Chase yield or extend duration

We are maintaining duration, looking for opportunities

23

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

Yields based on Single A composite corporate debt

Responding to Low Interest Rates

Our Pricing Discipline is Even More Critical

24

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

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

(in millions)

Prepared for an
improving market

Prudent capital
management

Premiums to Surplus
for Each year

Excess Capital vs. Excess Capacity

26

“A” Rating
Threshold

Projected A. M. Best BCAR Scores if

Premiums Increase

Surplus is Reduced

27

Little Dependence on Debt

Low Debt to Cap Ratio

Little strain on cash flow

Repurchased additional
$22 million of debt in Q4

$18 million debt added in
the PICA transaction

$7 million in surplus notes

Evaluating potential call
later this year

3/31/2009

Balancing Risk vs. Return

28

Our conservative investment
philosophy balances risk and return

Reducing cash and short-term
balances as we see improving
credit environment

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

$3.6 Billion
Portfolio

$3.6 Billion
Portfolio

Fixed Income: 83%

Short Term: 10%

Short Term: 10%

Equity and Other
Investments: 3%

Equity and Other
Investments: 3%

BOLI: 2%

BOLI: 2%

3/31/2009

Fixed Income: $3.1 Billion

29

3/31/2009

SUMMARY

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

31

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

32

Appendix: Claims

Appendix: Claims

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

Portfolio Overview: Equities

37

$106 million in Equities & Other Investments

3/31/09

39

3/31/09

40

Alt-A LTV: 63%

Whole Loan LTV: 56%

Further Details Provided
on Sub-Prime and CMBS
on following pages

Bloomberg Data
3/31/09

Portfolio Overview: Sub-Prime

41

$8.1 million market value in AFS portfolio

$4.4 million unrealized loss

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

LP’s focus is distressed ABS)

At 3/31/09

Vintage

$4.8 Mln

2004 & Prior

$2.4 Mln

2005

$0.9 Mln

2006

Quality & Vintage information only on direct holdings at 3/31/09

At 3/31/09

Type

Quality

$4.2 Mln

Mortgage-Backed

AA+ avg- LTV 70%

$3.9 Mln

Home Equity

AA avg

Portfolio Overview: CMBS

$163 million Fair Value in non-agency CMBS

Book Value: $186 Book Value

5% of fixed income portfolio

42

At 3/31/09

Quality

$161 Mln

AAA

$2 Mln

AA

At 3/31/09

Wtd Avg LTV

94%

<70%

6%

<72%

At 3/31/09

Credit Support

30%

>30%

48%

20% - 30%

20%

10% - 20%

2%

Less than 10%

At 3/31/09

Deal Cumulative Delinquencies

23%

None

21%

0% - 0.5%

28%

0.5% - - 1.0%

20%

1.0% - - 2.0%

8%

2.0% - - 3.9%

At3/31/09

Debt Service Coverage

93%

>1.5x

7%

>1.4x

AT
3/31/09

Portfolio Overview: CMBS

Top Property Types

Retail-Anchored: 47% of CMBS portfolio

Exposure: 23% - 40% of individual security value

Office: 39% of CMBS portfolio

Exposure: 23% - 46%of individual security value

Retail-Unanchored: 7% of CMBS portfolio

Mixed Use: 3% of CMBS portfolio

Multi Family: 2% of CMBS portfolio

44

3/31/09

Portfolio: Corporate-Financials

Top 20 Largest Banks/Financials: $ 210 million

$52 mm FDIC backing

M Stanley $26 ($6)

Natl Rural Util $6

Amer Exp $23 ($12)

HSBC $6 ($1)

BoA/ML $20 ($1)

Deutsche Bank $5

JPM Chase $20 ($13)

John Deere Cap $5 ($1)

Wells/Wachovia $19

BONY $5

Citi $15($5)

Fifth Third $5

PNC $13 ($1)

Uniliver Cap $4

Key $13 ($13)

Depfa Bank $4

Goldman $9

FMCC $4

Credit Suisse $7

BP Capital $3

FDIC backed amounts listed in parentheses

45

3/31/2009

Portfolio: Treasury/GSE

46

$209 million

Average Rating: AAA

3/31/09

Portfolio: FRE and FNM

47

$476 million

Average Rating: AAA

3/31/09

Portfolio Overview: Short Term

48

3/31/09

49

3/31/09

Appendix: Industry History

Appendix: Industry History

51

Appendix: M&A History

Appendix: M&A History

Profitable Growth Through M & A

ProAssurance has been built through M & A

54

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

55

Profitable Growth Through M & A

ProAssurance has been built through M & A

56

We have continued to grow
through M & A

PICA Nationwide

NCRIC in the mid-Atlantic

PIC-Wisconsin in the upper
Midwest

NCRIC & PIC-Wisconsin States

Denovo Growth Also Plays a Role

We have added states as opportunities arose

57

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

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