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):  February 9, 2010

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 were distributed at an investor presentation on February 9, 2010. Several of the slides from this presentation were also webcast as part of our presentation. 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 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 used and distributed at an investor presentation on February 9, 2010.

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: February 10, 2010

PROASSURANCE CORPORATION

by:  /s/ Frank B. O’Neil

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

Frank B. O’Neil

Senior Vice-President

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

2

1 9/30/2009 Statutory Filings

2009 Highlights

Three M&A transactions completed

Provides potential premium growth of
approximately $100 million on an annualized basis

GROWING the top line

Existing markets grew modestly through Q3 2009

Maintaining our profitability

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

3

Outstanding Performance: Stock Price

Share Price Growth
	Cumulative	CAGR
10 year	149%	10%
5 year	35%	7%
1 year	2%	2%
Measured through Year-End 2009

4

Share Price at Year End Since Inception

Outstanding Performance: Book Value

Book Value Growth
	Cumulative	CAGR
10 year	222%	12%
5 year	127%	18%
1 year	10%	10%
Measured through Q3 2009

Outstanding Performance vs Industry

Moody’s rankings of the top 100 P&C
insurance companies by premium volume

6

1 by Direct Written PremiumSource: 2008 Data from Moody’s Statistical Handbook October
2009

Category	Ranking
Direct Written Premiums	95
Operating Ratio	1
Combined Ratio	2
Loss Ratio	5
ROE	5

Recent Business Highlights

Third straight year as one of the
50 top performing property casualty
insurance companies

Top 3% of all P&C companies

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

Positive outlook
assigned by S&P

7

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

Success Through M&A

We’ve built a leading platform through M&A

8

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

2009 M & A Transactions

9

2008 Premium: $98 million

Significant growth in our core business

Nationwide geographical expansion

2008 Healthcare Premium: $20 million

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

2008 Premium: $5.7 million

Adds to our lawyers’ book

Geographical expansion

Affirms our interest in this line

Responding to Changes in HealthCare

Projected sector growth through 20181

Podiatrists9%

Physician’s Assistants39%

Physicians and Surgeons22%

Chiropractors                                                                               ;          31%

Medical Assistants36%

Licensed Nurses34%

1Bureau of Labor Statistics 2008 to 2018 Projections

Our Focus in 2010

Maintain Profitability

Ensure pricing discipline

Rates based on loss data across multiple years

Not unduly influenced by current market
conditions

Using credits allows us to maintain existing
rate filings

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

12

Spread Risk

Broad geographic diversification provides an
unmatched spread of risk

13

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

(Birmingham)

Claims Trends Drive the Business

Frequency

Stabilized in 2009

After Three Years of Decline

Our operational plans leverage our financial strength,
spread of risk and expertise to address potential changes

Severity

Rising at 4%-5% per Year
An Expected, Manageable Level

Driven by:

Unexpected outcomes

Patient frustration

Influenced by:

Tort reform

Driven by:

Medical Costs

Jury Awards

Tort Reform

Damage Caps

Differentiate In Claims Management

Claims management has always set us apart

We combine financial strength with deep expertise

Give our insureds the option of an uncompromising
defense of their claim

Allows us to defend our insureds at trial more often
than any other company in our line

Provides long-term financial and marketing
advantages

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

15

Keep an Eye on Washington

Health care reform is in limbo

We expect no major changes in the tort system

Demonstration projects do not provide meaningful
reform or immediate data

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

16

Prepare for State Changes

Tort reforms under attack in many states

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

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

17

Financial Highlights

Strategy: Enduring Financial Strength

19

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: 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%

20

9/30/09

Fixed Income: $3.6 Billion

21

9/30/09

The Importance of Investment Income

Pricing discipline is even more critical

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

The Importance of Investment Income

Year
1

Year
2

Year
3

Year
4

Year
5

Year
6

Year
7

Year
8

Incident
Occurs

Discovery
and
Preparation

Claim
Reported

Trial

and
Appeals

Resolution

5-6 Years
After
Claim
Reported

Life Cycle of a Typical Claim

The Importance of Investment Income

Typical Claims Payout Pattern

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

25

Source: SNL Financial

26

Little Dependence on Debt

Low Debt to Cap Ratio

Little strain on cash flow

9/30/2009

Our Strong Capital/Low Leverage Position

27

(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

28

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

Premiums Increase

Surplus is Reduced

2009 YTD Income Statement Highlights

29

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$4.08$3.73$6.07

September 30, Year-End

200920082008

Premium is growing with new business from
PICA, Mid-Continent and Georgia Lawyers

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

31

Appendix: Market Conditions

The State of the Market

Prices have been falling yet profitability remains high

Continued low interest rates must enforce discipline
sooner or later

Frequency is no longer declining

Only a matter of time before frequency moves higher

But when?

Severity is trending upward at expected, manageable
rates (4%-5%) in most states

The State of the Market

34

Appendix: Claims

Claims Trends Remain Favorable

Frequency trends are
stable after declining
since 2005/2006

The result is fewer
cases to try

Severity trends also
stable

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

36

ProAssurance Claims Tried
to a Verdict

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: Underwriting/Actuarial

Enforce Actuarial Conservatism

$ 2.4

$ 2.6

$ 2.6

$ 2.2

$ 1.8

Rate Change History

41

Appendix: Moody’s Rankings

Moody’s Top 100 Ranking Data

Appendix: Investments

Equities & Other: $136 Million

45

9/30/09

Represents 3.5% of our Total Investments

Return by Quarter: Equities & Other

46

Growth in Investment vs. Reserves

47

Cumulative Return: Equities & Other

48

Strategy: Investment Discipline

The choice: Chase yield or extend duration

We are maintaining duration, looking for opportunities

49

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

50

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

51

Sub-Prime Detail

52

$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

53

CMBS Detail

$162 million Fair Value in non-agency CMBS

Book Value: $164 million

5% of fixed income portfolio

54

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%-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

55

Corporates: $1.0 Billion

56

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

57

9/30/2009

Treasury/GSE: $228 Million

9/30/09

59

9/30/09

Portfolio Overview: Short Term

$138 Million

Rated A1/P1 or better

Money Markets:

Moody’s: Aaa

S&P: AAA

60

BOLI: $65 Million

Weighted average rating

Moody’s: AA3

S&P: AA

A. M. Best: A+

61