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):  December 1, 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 presentation materials which we intend to use in investor presentations for the remainder of 2009. These materials are Exhibit 99.1 to this Current Report on Form 8K.

We invite attention to slide 54of the presentation which corrects what we believe to be an immaterial error in our Quarterly Report on From 10Q, filed on November 3, 2009. In our 10Q we reported that 68%  of our exposure to municipal bonds is insured. The correct percentage is 61%. Given our view that the misstatement is immaterial we elected to clarify the data in this Current Report on Form 8K, rather than amending our Quarterly Report on From 10Q.

In addition, slide 59 details certain nonpublic information regarding activity in our CMBS portfolio from September 30, 2009 to November 30, 2009. Our CMS porrtfolio now holds securities with a market value of $110 million, down from $162 million at September 30, 2009. We are updating our CMBS activity solely due to the heightend investor sensitivity to this investment class. As previously disclosed in our last Quarterly Report on Form 10Q, a list of all of our investments at September 30,2009, is included on our website under "Investor Relations-Supplemental Investor Information" (www.ProAssurance.com/investorrelations/supplemental.aspx). We expect to update the list of investments at the time we report results for the quarter ended December 31, 2009, and as results of each subsequent quarter are released, until such time as we provide notice that we have discontinued this practice.

We expressly disclaim any obligation to update these materials and caution that they are only accurate on the date of this filing. 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 which we intend to use in an investor presentations for the remainder of 2009.

We are furnishing Exhibit 99.1 to this Current Report on Form 8-K in accordance with Item 7.01, Regulation FD Disclosure. This 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: December 1, 2009

PROASSURANCE CORPORATION

by:  /s/ Frank B. O’Neil

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

Frank B. O’Neil

Senior Vice-President

Presentation material added here

EX-99.1

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.

1

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

2

1 Includes PICA2 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

3

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	84%	6%
5 year	64%	10%
1 year	-5%	-5%
Measured through Year-End 2008

5

Share Price at Year End Since Inception

Recent Business 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

Upgrade to “A” (Excellent)
by A. M. Best

Positive outlook
assigned by S&P

6

Recent Employee Highlights

Named The Best Mid-Size
Insurance Employer
in America by
Business Insurance

Named one of America’s
Top Ten Companies for
Employee Financial Security
by The Principal

7

Operational Strategies

Spreading Risk is Vital

Broad geographic diversification provides an
unmatched spread of risk

9

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

Corporate Headquarters

Claims Offices

Claims Offices

Claims / Underwriting Offices

Claims / Underwriting Offices

PICA and/or E&S States

PICA and/or E&S States

PICA Headquarters

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

10

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

11

Board / Discipline / Med Mal

Med Mal disclosure
legislation proposed

P

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

12

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

13

Maintaining Pricing Discipline

14

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

15

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

$ 2.4

$ 2.6

$ 2.6

$ 2.2

$ 1.8

Combined Ratio Comparison

18

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

19

Growth Strategies

Key Opportunities

New insurance buyers will emerge as
healthcare reform evolves

New products will respond to physician/hospitals
combinations

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

21

2009: Consolidation of:
Mid-Continent General Agency

2009: Consolidation of:
Mid-Continent General Agency

Georgia Lawyers Insurance Co.

Georgia Lawyers Insurance Co.

2004:Purchased Selected Renewal Rights from:
OHIC Insurance Company

2004:Purchased Selected Renewal Rights from:
OHIC Insurance Company

We Created a Leader Through Consolidation

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

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

1995:Consolidation of;

1995:Consolidation of;

Physicians Ins Co of Indiana

Physicians Ins Co of Indiana

Assumed business of:
Physicians Ins Co of Ohio

Assumed business of:
Physicians Ins Co of Ohio

1996: Consolidation of:

1996: Consolidation of:

Missouri Medical Ins Co

Missouri Medical Ins Co

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

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

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

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

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

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

Founding inthe 1970’s

Founding inthe 1970’s

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

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

Mutual Assurance

Physicians Ins.Co.of Michigan

Professionals Group

Creation of:

Creation of:

2005:Consolidation of:
NCRIC Group

2005:Consolidation of:
NCRIC Group

2006: Consolidation of:
PIC Wisconsin 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

22

Experienced Management Team

Name	Position	Years at Company	Years Affiliated With The 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
	Average	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

23

Recent M & A Transactions

24

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

25

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

26

Corporate Headquarters

Corporate Headquarters

Claims Offices

Claims Offices

Claims / Underwriting Offices

Claims / Underwriting Offices

PICA and/or E&S States

PICA and/or E&S States

PICA Headquarters

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

27

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

28

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

29

30

ProAssurance Growth Strategy

The current market environment favors growth by
acquisition

DE NOVO GROWTHvs.GROWTH BY ACQUISITION

DE NOVO GROWTHvs.GROWTH BY ACQUISITION

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

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

-No prior history+Prior history available

-No prior history+Prior history available

-Lack of experienced personnel+Local expertise available

-Lack of experienced personnel+Local expertise available

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

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

-Must establish distribution+Utilize existing distribution

-Must establish distribution+Utilize existing distribution

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

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

+No integration risk-Integration risk

+No integration risk-Integration risk

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

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

Financial Highlights

2009 YTD Income Statement Highlights

32

in millions, except per share data

Gross Premiums Written$435 $374$472

Net Investment Income113122158

Total Revenue 489431567

Total Expenses 295294470

Operating Income$136$127207

Net Income (Includes Investment Losses)$137$101178

Operating Income/Diluted Share$2.50$2.43$6.07

September 30, Year-End

200920082008

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

Strategy: Enduring Financial Strength

33

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

34

Source: SNL Financial

Our Strong Capital/Low Leverage Position

35

(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

36

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

Premiums Increase

Surplus is Reduced

Strategy: Balance Risk vs. Return

Key Investment Actions in Q3 09

Reduced cash and short-term
balances

Added to corporate bonds

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

$3.9 Billion
Portfolio

$3.9 Billion
Portfolio

Fixed Income: 91%

Short Term: 4%

Short Term: 4%

Equity and Other Investments: 3%

Equity and Other Investments: 3%

BOLI: 2%

BOLI: 2%

37

9/30/09

38

Little Dependence on Debt

Low Debt to Cap Ratio

Little strain on cash flow

9/30/2009

Fixed Income: $3.6 Billion

39

9/30/09

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

41

Appendix: Market Conditions

Current Industry Status

43

Appendix: Claims

Why Claims Strategy Matters

Favorable
Outcomes:84.0%

Favorable
Outcomes:84.0%

Five Year Average
2004 - 2008

Favorable
Outcomes:
75.4%

Favorable
Outcomes:
75.4%

Why Claims Strategy Matters

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

ProAssurance vs. Industry
Average Statutory Loss Ratio

2003-2008

Legal
Payments

Loss
Payments

Trend for ProAssurance
Stand Alone Statutory Loss Ratio

2006 - - 2008

76.0%

*Source: A. M. Best Aggregates & Averages, Medical Malpractice Predominating

64.3%

80.8%

76.9%

44.2%

Appendix: Investments

Equities & Other: $136 Million

48

9/30/09

Represents 3.5% of our Total Investments

Return by Quarter: Equities & Other

49

Growth in Investment vs. Reserves

50

Cumulative Return: Equities & Other

51

Strategy: Investment Discipline

The choice: Chase yield or extend duration

We are maintaining duration, looking for opportunities

52

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

Yields based on Single A composite corporate debt

Municipals: $1.5 Billion

53

9/30/09

Investment policy has always required
investment grade rating prior to applying the
effect of insurance

Asset Backed: $805 Million

Weighted average rating: “AAA”

Bloomberg Data
9/30/09

Alt-A
LTV 63%

Prime MBS
LTV 56%

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

54

Sub-Prime Detail

55

$6.7 million market value in AFS portfolio

$4.2 million unrealized loss

$9.6 million market value in
high-yield LP rated B

LP’s focus is distressed ABS

At 9/30/09	Vintage
$4.8 Mln	2004 & Prior
$1.9 Mln	2005

Quality & Vintage information only on direct holdings at 9/30/09

At 9/30/09	Type	Quality
$2.9 Mln	Mortgage-Backed	AA avg- LTV 68%
$3.8 Mln	Home Equity	A+ avg

CMBS Detail

Vintages

2005 & Prior- $136 million

2006- $23 million

2007- $3 million

Top Property Types

Retail-Anchored: 45% of CMBS portfolio

Exposure: 19% - 44% of underlying occupancies

Office: 44% of CMBS portfolio

Exposure: 23% - 49%of underlying occupancies

Multi Family: 4% of CMBS portfolio

Mixed Use: 3% of CMBS portfolio

Other: 4% of CMBS Portfolio

56

CMBS Detail

$162 million Fair Value in non-agency CMBS

Book Value: $164 million

5% of fixed income portfolio

57

At 9/30/09	Quality
$160 Mln	AAA
$2.0 Mln	AA

At 9/30/09	Wtd Avg LTV
24%	<65%
43%	=65-70%
21%	<70-75%
12%	=75-85%

At 9/30/09	Credit Support
26%	>30%
52%	20% - 30%
20%	10% - 20%
2%	Less than 10%

At 9/30/09	Deal Cumulative Delinquencies
27%	0% - 0.5%
3%	0.5% - 1.0%
32%	1.0% - 2.0%
4%	2.0% - 3.0%
22%	3.0%-5.0%
12%	5.0%-9.0%

At9/30/09	Debt Service Coverage
69%	=>1.5x
25%	1.4x-1.5x
6%	1.3x-1.4x

AT
9/30/09

CMBS Since September 30, 2009

Since 9/30/09:

Sold $50.0 million CMBS

Paydowns of $8.0 million

As of November 30, 2009 CMBS:

Market value:$108 million

Book value:$110 million

Expecting pay down of $19 million
by year-end 2009

Projecting ~$90 million exposure at year-end

58

Corporates: $1.0 Billion

59

9/30/09

Corporate: Detail on Financials

Top 20 Largest Banks/Financials: $ 294 million

$75 mm FDIC backing

BA $44 ($23)	BNY Mellon $10
MS $27 ($6)	Credit Suisse $9
BP Cap $25	Eurohypo $8
GECC $25 ($8)	KEY $6 ($6)
JPM $24 ($14)	NRUC $6
CITI $20 ($7)	Deutsche Bank $5
Wells $20	FMCC $5
GS $16 ($2)	NY Commt’y Bank $5 ($5)
PNC $15 ($2)	Depfa ACS Covered $5
Amex $14	John Deere Cap $5 ($2)
FDIC backed amounts listed in parentheses

60

9/30/2009

Treasury/GSE: $228 Million

9/30/09

62

9/30/09

Portfolio Overview: Short Term

$138 Million

Rated A1/P1 or better

Money Markets:

Moody’s: Aaa

S&P: AAA

63

BOLI: $65 Million

Weighted average rating

Moody’s: AA3

S&P: AA

A. M. Best: A+

64

Appendix: Industry History

Appendix: Growth Maps