exhibit.htm

EX-9.1 2 exhibit.htm THIS IS THE SET OF PRESENTATION MATERIALS WE ARE DISCLOSING IN THIS CURRENT REPORT ON FORM 8K exhibit.htm

September 21-22, 2009

West Coast Investor Meetings

Arranged by Oppenheimer & Co.

W. Stancil Starnes
Chief Executive Officer

Howard H. Friedman
Chief Underwriting Officer and Chief Actuary

Frank B. O’Neil
Investor Relations Officer

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

ProAssurance: Quick Facts

Fifth largest1 writer of medical liability

Writing business in 491 jurisdictions

Approximately 55,0002 individual
policyholders

42,000 physicians and dentists

8,000 ancillary and other healthcare professionals

4,800 attorneys

Majority in small or solo practice

500 hospitals and facilities

Highly rated by A. M. Best and Fitch

1 Includes PICA 2 Includes PICA and Georgia Lawyers

Recent Highlights

Completion of three M&A transactions in 2009

Potential new premium is approximately
$100 million on an annualized basis

Restoring growth to the top line

Existing markets grew modestly in Q2 2009

Maintaining profitability

Successful performance in a challenging
financial market and a demanding line of
insurance

Successful Performance: Book Value

Book Value Growth
	Cumulative	CAGR
10 year	222%	12%
5 year	127%	18%
1 year	10%	10%
Measured through Year-End 2008

Successful Performance: Stock Price

Share Price Growth
	Cumulative	CAGR
10 year	184%	10%
5 year	164%	6%
1 year	-5%	-5%
Measured through Year-End 2008

Share Price at Year End Since Inception

Recent Highlights

Again recognized as one of the
50 top performing property
casualty insurance companies
by The Ward Group

Top 3% of all P&C companies

Our third straight year

Operational Strategies

Spreading Risk is Vital

Broad geographic diversification provides an
unmatched spread of risk

Our spread of risk provides
better market awareness and
more data points to gauge loss
trends

Our internal actuarial depth
allows us to assess emerging
trends and respond quickly

Corporate Headquarters

Claims Offices

Claims / Underwriting Offices

PICA and/or E&S States

PICA Headquarters

(Birmingham)

(Nashville)

We Dare to Defend

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

Claims Trends Remain Favorable

Frequency trends are
stable after declining
since 2005/2006

The results is fewer
cases to try

Severity trends also
stable

Trends are much the
same in states with or
without Tort Reform

ProAssurance Claims Tried
to a Verdict

Health Care Reform & Tort Reform

No major changes in the tort system based on
currently written legislation

Demonstration projects do not provide meaningful
reform or immediate data

Signals a desire to leave the tort system in
the hands of each state

We set prices and reserves as if there is no tort
reform, until results reflect otherwise

We are prepared, operationally and financially, if
reforms are struck down in our states

Respond to Transparency

Malpractice judgments/settlements now
disclosed in 18 states

Public access to the
National Practitioner
Data Bank is the
next step

Disciplinary actions
now disclosed in
almost every state

Board / Discipline / Med Mal

Med Mal disclosure
legislation proposed

Maintaining Pricing Discipline

Pricing developed using multiple years

Using credits allows us to maintain existing
rate filings

Not unduly influenced by current market
conditions

Rates on renewing physician business down
less than 12% from peak pricing in 2006

Rate Change History

Pricing in a Low Interest Environment

Pricing Discipline is Even More Critical

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

Strategy: Actuarial Conservatism

Reserve History (billions)
2008	$ 2.4
2007	$ 2.6
2006	$ 2.6
2005	$ 2.2
2004	$ 1.8

Combined Ratio Comparison

Source: A. M. Best Aggregates and Averages 2009
Medical Malpractice Lines of Business Net

Strategy: 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

Growth Strategies

Key Opportunities

New insurance buyers will emerge as
healthcare reform evolves

The outcome of medical liability claims will
become more transparent

Financial issues will highlight the need for
successful, long-term companies with superior
balance sheets strength and outstanding ratings

2009: Consolidation of:
Mid-Continent General Agency

Georgia Lawyers Insurance Co.

2004: Purchased Selected Renewal Rights from:
OHIC Insurance Company

We Created a Leader Through Consolidation

1994: Consolidation of:
West Virginia Hosp. Ins Co.

1995: Consolidation of;

Physicians Ins Co of Indiana

Assumed business of:
Physicians Ins Co of Ohio

1996: Consolidation of:

Missouri Medical Ins Co

1995: Assumed business of:
Associated Physicians Ins Co. (IL)

1998: Consolidation of:
Physicians Protective Trust Fund (FL)

1996: Assumed business of:
American Medical Ins Exchange (IN)

Founding in the 1970’s

1999: Assumed business of:
Medical Defense Associates (MO)

Mutual Assurance

Physicians Ins. Co. of Michigan

Professionals Group

Creation of:

2005: Consolidation of:
NCRIC Group

2006: Consolidation of:
PIC Wisconsin Group

2007: PRI renewal rights deal

2002: SERTA renewal rights deal

2001: OUM renewal rights deal

2000: DPM Merger

1999: PACO Acquisition

Experienced Management Team

Name	Position	Years at Company	Years in Industry
Stan Starnes	Chairman & CEO	2	31
Victor Adamo	President	24	29
Jeff Bowlby	Chief Marketing Officer	11	25
Howard Friedman	Liability Group President / Chief Underwriting Officer	13	29
Jeff Lisenby	Corporate Counsel	8	8
Frank O'Neil	Investor Relations Officer	22	22
Ned Rand	Chief Financial Officer	5	17
Darryl Thomas	Liability Group President / Chief Claims Officer	12	22
Hayes Whiteside	Chief Medical Officer	6	6
		11	21

Our Team Understands Integration

Joined PRA from Medical Assurance

Joined PRA From Professionals Group

Joined PRA after merger

Officers, Directors & Employees Own ~9% of ProAssurance

Recent M & A Transactions

Significant growth in our core business

Geographical expansion

Extends our core business
Broadens our medically-related range
Geographical expansion

Adds to our lawyers’ book

Geographical expansion

Affirms our interest in this line

Extending our Reach in MPL

Podiatry Insurance Company of America (PICA)

Dominant (70%), profitable, national company

~$96 million Direct Premium in 2008

Renewals at expected levels in 2009

$13.7 million added to PRA premium in Q2 2009

Podiatry is growing in importance as a specialty

Involved in treating complications in a population with an
increasing prevalence of diabetes

Increases our understanding of policies that are
higher volume, lower cost

With PICA We Are a National Carrier

Leveraging the benefits of our many M & A transactions through
long-term customer relationships and local and specialty
knowledge

Corporate Headquarters

Claims Offices

Claims / Underwriting Offices

PICA and/or E&S States

PICA Headquarters

(Birmingham)

(Nashville)

Opening New Avenues in MPL

Mid-Continent General Agency

Large writer of ancillary healthcare

Healthcare reform will emphasize care delivery from a
larger array of lower-cost providers

Home health care

Physician-extenders

~$26 million in total premium in 2008

$20 million healthcare related

PRA will write most of this business

$3.6 million added to PRA premium in Q2 2009

Commission derived from business we choose not to write

Adding to our Legal E&O Book

Georgia Lawyers Insurance Company

A leading insurer of Georgia attorneys

2008 Premium: $5.7 million

Highlights our desire to grow in this line

Sets the stage for expansion in the southeast

Our existing legal professional business is primarily in
the midwest

Approximately 2,650 attorneys in 600 law firms

2008 Total Legal E&O Premium: $7.8 million

New MGA’s writing in the West and mid-Atlantic

ProAssurance Growth Strategy

The legal and regulatory environment must be
favorable

Understanding why companies are available

Not all M&A opportunities should be pursed

We don’t “bet the farm” and can acquire
without “breaking the bank”

Ability to use our stock in transactions

Attractive because of strong book-value multiple

Cash flow remains strong

ProAssurance Growth Strategy

The current market environment favors growth by
acquisition

DE NOVO GROWTH vs. GROWTH BY ACQUISITION

- Must price your way into the market + Pricing can be adjusted

- No prior history + Prior history available

- Lack of experienced personnel + Local expertise available

- Limited access to key defense lawyers + Access to proven defense lawyers

- Must establish distribution + Utilize existing distribution

- Must create brand awareness + Build on existing relationships with
insureds and organized medicine, etc.

+ No integration risk - Integration risk

+ No reserve risk - Reserve risk—need for careful due diligence

Financial Highlights

2009 YTD Income Statement Highlights

in millions, except per share data

Gross Premiums Written $ 266 $ 248 7%

Net Investment Income 74 82 - 10%

Total Revenue 306 313 - 2%

Total Expenses 192 203 -5%

Operating Income $ 86 $ 83 4%

Net Income (Includes Investment Losses) $ 82 $ 79 4%

Operating Income/Diluted Share $ 2.50 $ 2.43 3%

Operating Cash Flow $ 12 $ 101 -88%

June 30, Y-OVER-Y

2009 2008 CHANGE

We have reversed the decline in premiums with new
business from PICA, Mid-Continent and Georgia Lawyers

Strategy: Enduring Financial Strength

Emphasizing an appropriate balance of risk vs. return

Committed to enduring balance sheet strength

Responding to the low interest rate environment

Stockholder’s Equity Up
Over 16% Since 12/31/07

Strategy: Use Capital Prudently

Using capital to build through M&A

Preserving capital for future opportunities

Enhancing shareholder value by repurchasing shares
at prices that build Book Value

Source: SNL Financial

Our Strong Capital/Low Leverage Position

(in millions)

Prepared for an
improving market

Prudent capital
management

Premiums to Surplus
for Each year

$567

$ 96 (PICA pro forma)

$471

Excess Capital vs. Excess Capacity

Conceptual Model of Projected
A. M. Best BCAR Scores if

Premiums Increase

Surplus is Reduced

Little Dependence on Debt

Low Debt to Cap Ratio

Little strain on cash flow

$25 million debt added in
the PICA transaction

Includes $7 million in
surplus notes redeemed

in Q3 2009

6/30/2009

Strategy: Balance Risk vs. Return

Reduced cash and short-term
balances in Q2

Added to fixed income and equities

Equity investments added in the
PICA transaction

CUSIP-level portfolio disclosure
on our website:
www.proassurance.com/investorrelations/supplemental.aspx

$3.8 Billion
Portfolio

Fixed Income: 89%

Short Term: 6%

Equity and Other Investments: 3%

BOLI: 2%

6/30/09

Fixed Income: $3.4 Billion

Average fixed maturity
duration: 4.2 years

Average tax-equivalent
yield: 5.5%

97.8% investment grade

Weighted average: AA

6/30/09

Summary

ProAssurance

Producing sustainable shareholder value

Growing Book Value per Share

Finding the right M & A opportunities

Significant share ownership at all levels

Focusing on long-term

Preparing for a changing market

Leveraging financial strength

Protecting the balance sheet

Maintain our leading market position

Building strength for the next cycle turn

Appendix: Market Conditions

Current Industry Status

Appendix: Claims

Why Claims Strategy Matters

Favorable
Outcomes:
82%

Five Year Average
2003 - 2007

Favorable
Outcomes:
74%

Why Claims Strategy Matters

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

Average Statutory Loss Ratio

81.4%

ProAssurance Stand Alone

2005 - 2007

76.0%

64.3%

Appendix: Investments

Portfolio Overview: Equities

$130 million in Equities & Other Investments

6/30/09

Equities & Other Investments

$ in 000’s

Income/Performance Q1, 2005 - Q2, 2009

Strategy: Investment Discipline

The choice: Chase yield or extend duration

We are maintaining duration, looking for opportunities

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

Yields based on Single A composite corporate debt

Portfolio: Municipals $1.4B

6/30/09

Portfolio: Asset Backed

$790 million Asset Backed Securities

Weighted Average Rating: AAA

Alt-A LTV: 62%

Whole Loan LTV: 57%

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

Bloomberg Data
6/30/09

Portfolio Overview: Sub-Prime

$6.6 million market value in AFS portfolio

$5.1 million unrealized loss

$3.4 million market value in
high-yield LP rated B

LP’s focus is distressed ABS)

At 6/30/09	Vintage
$4.5 Mln	2004 & Prior
$1.9 Mln	2005
$0.3 Mln	2006

Quality & Vintage information only on direct holdings at 6/30/09

At 6/30/09	Type	Quality
$3.7 Mln	Mortgage-Backed	AA- avg - LTV 72%
$3.9 Mln	Home Equity	AA avg

Portfolio Overview: CMBS

$178 million Fair Value in non-agency CMBS

Book Value: $191 million

5% of fixed income portfolio

At 6/30/09	Quality
$176 Mln	AAA
$ 1.2 Mln	AA
$ 0.6 Mln	A

At 6/30/09	Wtd Avg LTV
48%	<65%
44%	=65%
8%	<72%

At 6/30/09	Credit Support
30%	>30%
48%	20% - 30%
20%	10% - 20%
2%	Less than 10%

At 6/30/09	Deal Cumulative Delinquencies
26%	0% - 0.5%
13%	0.5% - 1.0%
26%	1.0% - 2.0%
18%	2.0% - 3.0%
17%	>3.0%

At 6/30/09	Debt Service Coverage
73%	=>1.5x
23%	1.4x
4%	1.3x

AT
6/30/09

Portfolio Overview: CMBS

Top Property Types

Retail-Anchored: 47% of CMBS portfolio

Exposure: 19% - 42% of individual security value

Office: 32% of CMBS portfolio

Exposure: 23% - 46% of individual security value

Retail-Unanchored: 10% of CMBS portfolio

Mixed Use: 4% of CMBS portfolio

Multi Family: 4% of CMBS portfolio

Other: 3% of CMBS Portfolio

Portfolio: Corporate

6/30/09

Portfolio: Corporate-Financials

Top 20 Largest Banks/Financials: $ 258 million

$75 mm FDIC backing

BOA/ML $30 ($8)	Goldman $8 ($2)
M Stanley $27 ($6)	Eurohypo AG $8
JPM Chase $24 ($13)	NRUC $6
Amex $23 ($12)	HSBC $6 ($1)
GECC $23 ($7)	BONY $5
Wells/Wach $19	Deutsche Bank $5
Citi $18 ($7)	John Dear Cap $5 ($1)
BP Capital Fin $15	Ford Motor Credit $5
Key Bank $13 ($13)	NY Comm’ty Bank $5 ($5)
Credit Suisse $8	Depfa ACS ‘Covered’ $5
FDIC backed amounts listed in parentheses

6/30/2009

$231 million

Portfolio: Treasury/GSE

6/30/09

Portfolio: FRE and FNM

$462 million

Average Rating: AAA

6/30/09

Portfolio Overview: Short Term

$227 Million

S&P: AAA

6/30/09

$64 million

Moody’s: AA3

S&P: AA

A. M. Best: A+

6/30/09

Appendix: Industry History

The Medical Liability Industry Cycle

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

(Estimated)

(Actual)

millions

Industry Data 1976 Through 2000

The Medical Liability Industry Cycle

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

(Estimated)

(Actual)

millions

Industry Data 1976 Through 2001

The Medical Liability Industry Cycle

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

(Estimated)

(Actual)

millions

Industry Data 1976 Through 2002

The Medical Liability Industry Cycle

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

(Estimated)

(Actual)

millions

Industry Data 1976 Through 2003

The Medical Liability Industry Cycle

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

(Estimated)

(Actual)

millions

Industry Data 1976 Through 2004

The Medical Liability Industry Cycle

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

(Estimated)

(Actual)

millions

Industry Data 1976 Through 2005

The Medical Liability Industry Cycle

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

(Estimated)

(Actual)

millions

Industry Data 1976 Through 2006

The Medical Liability Industry Cycle

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

(Estimated)

(Actual)

millions

Industry Data 1976 Through 2007

The Medical Liability Industry Cycle

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

(Estimated)

(Actual)

millions

Industry Data 1976 Through 2008

Appendix: Growth Maps

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

Profitable Growth Through M & A

ProAssurance has been built through M & A

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

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

PICA Nationwide

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