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 6, 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 will be used in investor meetings starting December 6, 2010 with potential use through the end of January 2011. These materials are furnished as 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 We are furnishing presentation materials which will be used in investor meetings starting December 6, 2010 with potential use through the end of January 2011

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 6, 2010

PROASSURANCE CORPORATION

by: /s/ Frank B. O’Neil

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

Frank B. O’Neil

Senior Vice-President

EX-99.1

December 6-8, 2010

New York Investor Meetings

W. Stancil StarnesChairman & CEO

Edward L. Rand, Jr.Chief Financial Officer

Frank B. O’NeilInvestor Relations Officer

arranged by Stifel, Nicolaus & Co.

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.

We especially identify statements concerning our recently-completed acquisition of American
Physicians Service Group (NASDAQ: AMPH) as forward looking statements and direct your
attention to our news release and Current Report on Form 8K, issued on November 30, 2010
for a discussion of risk factors pertaining to this transaction and subsequent integration into
ProAssurance.

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: Corporate Profile

Specialty writer of professional liability insurance, primarily Medical Professional Liability (MPL)

Market Cap : ~$1.9 billion

Total Assets: $4.8 billion

Shareholders’ Equity: $1.8 billion

Founded in 1975 / Demutualized to a public company in 1991

Successful across the insurance cycles in a variety of market conditions

Historical Book Value Per Share

10 Year Summary
CAGR: 14%

Cumulative: 276%

Historical Stock Price

10 Year Summary
CAGR: 10%

Cumulative: 166%

ProAssurance: Business Profile

Largest independent publicly traded writer of MPL insurance

Fourth largest overall writer

Fragmented market

Top 20 writers have just 64% of the market

More than 100 writers with some share of the market

Majority of companies are mutual or similar

Few operate in more than two or three states

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	Company	2009 DPW (000’s)	Share	Comments
1	Medical Liability Mutual	$ 756,844	7.0%	78% in NY, 22% in NJ
2	Medical Protective	$ 727,160	6.8%	Berkshire subsidiary Direct competitor
3	Doctors Company	$ 601,223	5.6%	Non-public Direct competitor
4	ProAssurance	$ 541,033	5.0%
5	AIG	$ 524,252	4.9%	Not a direct competitor Primarily excess writer
Total DPW: $10.2 billion

ProAssurance as Top Overall Writer
State	2009 Share	2009 Rank
Alabama	60%	1
Delaware	42%	1
DC	50%	1
Wisconsin	32%	1

ProAssurance as Overall Writer 2 - 4
State	2009 Share	2009 Rank
Indiana	24%	2
Texas1	19%	2
Ohio	17%	2
Iowa	16%	2
Maryland	5%	2
Michigan	15%	3
Kentucky	12%	3
Missouri	8%	3
Nevada	11%	4
Nebraska	8%	4
Arkansas	7%	4
Illinois	5%	4
Kansas	5%	4
1 Proforma, ProAssurance and American Physicians

ProAssurance: Geographic Profile

Writing in 49 states and DC, ProAssurance has broad geographic diversification

2009 market share of 5% by DPW

Each state presents unique medical and legal challenges

Local offices provide the local knowledge that differentiates ProAssurance

5

Corporate Headquarters

Corporate Headquarters

Claims / Underwriting Offices

Claims / Underwriting Offices

(Birmingham)

Market Share: Six-Ten

Market Share: Six-Ten

Top States (2009 Premium)

ProAssurance Footprint

ProAssurance: Risk and Distribution Profile

We insure a broad range of healthcare risks, from individual providers to 800 bed hospitals

Rated “A” by A.M. Best and Fitch

Direct in Alabama, Florida and in all states for Podiatric business

Dual distribution in DC, Texas and parts of Missouri

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Premium: $415 million

Direct: 40% / Agents: 60%

Policyholders: ~63,000

Direct: 35% / Agents: 65%

M & A Update

Financial Highlights

Acquisition of American Physicians Services Group (APS) closed November 30, 2010

Announced September 1, 2010

Valued AMPH at $32.50/share / Approximately $233 million payments to AMPH shareholders

1.3x Book Value or 11x First Call EPS estimate

Modestly accretive to earnings in 2011, after one-time charges and restructuring costs

Insurance Highlights

We are now the second leading writer in Texas

Also adds to business in Arkansas and Oklahoma

Texas Highlights

One of the fastest growing medical populations

Strong, resilient economy

APS headquarters becomes our Texas regional office

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

We Expect to Continue Growing Through M&A

We are skilled at finding M & A opportunities, conducting in-depth due diligence and integrating
resulting acquisitions

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

Completed
11/30/10

The Case for Growing Through M&A

Legal and regulatory environment must be favorable

Not all M&A opportunities should be pursued

The key is understanding why companies are available

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

We prefer “health care centric” but look for closely related liability lines to leverage expertise
(attorneys E&O for example)

Our strategy adapts to the available opportunities for profitable growth

De Novo vs. Acquisition

Soft Market

Hard Market

M & A

Internal
Growth

All avenues
open
because of
pricing
power

M & A is
preferable
because of
pricingpressure

M&A and the Insurance Cycle

Strategy & Operations: Differentiation is the Key

Current Industry Status

We are in a period of “benign profitability”

Prices have been falling yet profitability remains at attractive levels

We have seen no new large scale market entry from larger commercial competitors

Some consolidation among “mid-decade” start-ups

11

Differentiate Through Claims Defense

Our deep expertise in claims defense has always set us apart

Our financial strength gives our insureds the opportunity for an uncompromising defense of their
claim

Our successful approach to claims establishes a unique competitive advantage

Differentiates our product

Provides long-term financial and marketing advantages

Ensures retention

Deters future lawsuits

Our insureds increasingly value reputational defense as claims data becomes public

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ProAssurance: 81% Favorable Outcomes

Industry: 74% Favorable Outcomes

Source: The PIAA

The Ohio Example: 2005 - 2008 Data

Exhaustive, reliable data provided by the Ohio Department of Insurance

Broad range of competitors and business approaches

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www.insurance.ohio.gov/Legal/Reports/Documents/MedMal_Closed_Claim_2008.pdf

Fewer Claims Closed With Indemnity

More Claims Defended in Court

Lower Average Indemnity Payment per Closed Claim

Claims Trends Remain Favorable

With frequency down compared to mid-decade the result is fewer cases to try

Severity trends steady and manageable

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

14

ProAssurance Claims Tried to a Verdict

New Claims Opened Each Year

Loss Trends and Rate Actions

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

Improved frequency trends are reflected in recent rate declines

Improvement in frequency has outweighed a steady, manageable rise in severity of 3% -5% per year

Loss trends have improved in states with and without tort reforms

Rate changes (up or down) in 2011 will likely be low-to-mid single digits

Despite competitors’ concessions on pricing and terms, we are retaining existing business and
writing some new business that meets our long-term profitability goals

15

Rate Change History

Insured Retention History

Demonstrated Underwriting Performance

We enforce stringent underwriting standards to maintain rate structure and enhance profitability

Underwriting process driven by individual risk selection and assessment of loss history, areas of practice,
and location

Rate filings consider the results of the past five-to-seven years to ensure a single year does not
unduly influence results

ProAssurance Average: 95.3%Industry Average: 108.8%

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

16

Conservative Approach to Reserves

No change in the historic reserving practices that have produced favorable net reserve
development in each of the last seven years and YTD 2010

Conservative reserve strategy provides protection against a loss trend reversal

Reviewed at least quarterly by internal actuarial staff

Regular outside reviews

Independent consulting actuaries (Towers Watson) conduct full review twice per year

Actuaries associated with independent auditor (E&Y) review once per year

Net Reserve Development

Average Reserve per Open MPL Claim

The Effect of Legislative Changes

National: Healthcare Reform

No immediate effect—no meaningful Tort Reform in the bill

Demonstration projects do not provide meaningful reform or immediate data

More patients will ultimately require more physicians and ancillary providers

Known: More customers for us

We have enhanced our ability to write new classes of business through the acquisition
of PICA and ProAssurance Mid-Continent General Underwriters

Unknown: Effect on the medical/legal environment

Increase patient frustration with the system

Possibility of more unexpected outcomes

May accelerate the movement of insureds into hospitals-owned practices and
larger groups

Likely to hasten M&A amongst smaller insurers

Local: Tort Reforms

Reforms enacted in the early part of the decade are now be adjudicated before state Supreme Courts

Upheld in Maryland

Overturns in Georgia and Illinois

Split decision in Missouri

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

We never give advance credit for untested reforms unless required by law or regulation

Prices are set and reserves established as if there is no tort reform, until results reflect otherwise

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1Bureau of Labor Statistics 2008 to 2018 Projections

Long-Term Financial Strength Sets Us Apart

Ensuring the strength of our balance sheet is our top financial priority

Financial strength differentiates us in the market

The claims defense philosophy that differentiates us in the market leverages our financial strength

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Up Over >60% Since 12/31/06

Financial Performance and Investments

Performance Recognition

Leading industry operating
performance in 2009, ranked by
Moody’s top 100 property & casualty
insurers

ProAssurance ranks 79th by premium,
but outperforms in key financial
measures

Fourth straight year in the Ward’s 50

Recognition as one of the 50 top
performing
property & casualty insurance
companies

Top 3% of all P&C companies

21

Source: Moody’s - Statistical Handbook, Ward Group’s - 2010 Ward’s 50

Lower is better

Operating Ratio

2009 Rank: #1

Combined Ratio

2009 Rank: #2

Loss & LAE Ratio

2009 Rank: #5

Return on Core Premium

2009 Rank: #1

Return on Surplus

2009 Rank: #5

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Consolidated Operating Net Income1

Net Investment Income

Net Premiums Written

1 Excludes the after-tax effects of net realized gains or losses and guaranty fund assessments or recoupments

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

Investments Balance Risk vs. Return

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$4 Billion Overall Portfolio

$3.5 Billion Fixed Income Portfolio

Average duration: 4.1 years

Average tax-equivalent yield: 5.0%

Investment grade: 97%

Weighted average: AA-

Key Actions in Q3

Reduced exposure to municipal bonds

Increased cash for APS purchase

9/30/10

The Importance of Investment Income

Investment income compounds significantly due to the long-tail nature of the MPL claims cycle

Lower investment results place greater emphasis on quality underwriting to achieve a combined
ratio below 100%

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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

Pricing discipline becomes even more
critical in a low interest rate environment

Lack of investment yield may be a hard
market catalyst

Return on Equity and Investment Returns

25

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

Combined Ration Required to
Generate a 13% Return on Equity

Long-Term ROE Target is 13%

The choice: chase yield or extend duration

We are maintaining duration, looking for
opportunities

The Yield Trap

Conservative Use of Debt and Low Leverage

Low Debt to Cap Ratio

No strain on cash flow

26

Debt to Equity

No Debt Prior to 2001

Strong CapitalPosition

Prepared for an improving market

Capital Management

Dividends

No current dividend to shareholders

Regular evaluation by Board/Management

Ongoing commitment of cash is a key consideration

Uncertainty about future tax treatment

27

Share Repurchase

$105 million spent to date in 2010 to buy
1.8 million shares

$297 million spent to repurchase 5.7 million shares
since 2005

Proven discipline in prudently deploying
capital

Building the company and enhancing return
through M&A

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

Share Repurchase History

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

Premiums Increase

Surplus is Reduced

Excess Capital vs. Excess Capacity

Investing in ProAssurance

Driven to Excel / Focused on Shareholder Value

Maintaining our profitability and book value growth

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

Producing sustainable shareholder value

Finding the right M & A opportunities

Growing Book Value per Share

Significant share ownership at all levels

Focusing on long-term

Preparing for a changing market while maintaining our leading position in the current market

Protecting the balance sheet

Preparing for the market turn

29

Current Prices Present a Compelling Buying Opportunity

Current Price to Book: ~1.0xAverage Since Inception: 1.4x

Supplemental Discussion Materials

Effective & Experienced Management

W. Stancil Starnes, J.D. Chairman & Chief Executive Officer sstarnes@proassurance.com (205) 877-4400 Company Tenure: 3 Years Prior MPL Experience: 29 Years Industry & Related Experience: 32 Years Formerly in the private practice of law in MPL defense and complex corporate litigation.	Victor T. Adamo, J.D., CPCU President vadamo@proassurance.com (205) 877-4400 Company Tenure: 25 Years Prior MPL Experience: 5 Years Industry & Related Experience: 30 Years Formerly in the private practice of corporate law.	Jeffrey L. Bowlby, A.R.M. Sr. Vice-President & Chief Marketing Office jbowlby@proassurance.com (517) 347-6306 Company Tenure: 12 Years Prior MPL Experience: - Industry & Related Experience: 26 Years Career-long experience in insurance sales and marketing, most recently as SVP for Marketing with Meadowbrook.
Howard H. Friedman, A.C.A.S. Sr. Vice-President & Chief Underwriting Officer hfriedman@proassurance.com (205) 802-4796 Company Tenure: 14 Years Prior MPL Experience: 16 Years Industry & Related Experience: 30 Years Career-long experience in MPL company operations and management. Former ProAssurance CFO.	Jeffrey P. Lisenby, J.D. Sr. Vice-President, General Counsel & Secretary jlisenby@proassurance.com (205) 445-2668 Company Tenure: 9 Years Prior MPL Experience: - Industry & Related Experience: 9 Years Formerly in the private practice of law.	Frank B. O’Neil Sr. Vice-President & Chief Communications Officer foneil@proassurance.com (205) 877-4461 Company Tenure: 23 Years Prior MPL Experience: - Industry & Related Experience: 23 Years Formerly a television news executive and anchor.
Edward L. Rand, Jr., CPA Sr. Vice-President & Chief Financial Officer erand@proassurance.com (205) 802-4718 Company Tenure: 6 Years Prior MPL Experience: - Industry & Related Experience: 18 Years Career-long experience in insurance finance and accounting. Most recently Chief Accounting Officer for Partner Re.	Darryl K. Thomas, J.D. Sr. Vice-President & Chief Claims Officer dthomas@proassurance.com (205) 445-2668 Company Tenure: 12 Years Prior MPL Experience: 10 Years Industry & Related Experience: 22 Years Career-long experience in MPL claims management.	Hayes V. Whiteside, M.D. Sr. Vice-President & Chief Medical Officer hwhiteside@proassurance.com (205) 445-2670 Company Tenure: 6 Years MPL Experience: - Industry & Related Experience: 27 Years Formerly in the private practice of Urology.

31

Average executive tenure through VP level is 16 years

YTD 2010 Financial Highlights

32

in millions, except per share data

Q312/31

2010200920092008

Gross Premiums Written$415$435$554$471

Net Investment Income110113151158

Net Income (Includes Investment Losses)130137222178

Operating Income123136215207

Net Income/Diluted Share$3.99$4.13$6.70$5.22

Operating Income/Diluted Share$3.80$4.08$6.49$6.07

Total Assets$4,771$4,647$4,281

Shareowners’ Equity$1,818 $1,705$1,424

9/30/1012/31/0912/31/08

ProAssurance Portfolio Detail: Asset Backed

33

Bloomberg Data
9/30/10

Asset Backed: $719 Million

Weighted Average Rating: “AA+”

Breakdown of Agency MBS Holdings

CMBS Details Provided on Page 33

Sub-Prime: $12.3 Market Value(AFS)
$826,000 unrealized loss

ProAssurance Portfolio Detail: CMBS

$105 million Fair Value in non-agency CMBS

Book Value: $100 million (3% of fixed income portfolio)

No cumulative losses in our CMBS portfolio

34

9/30/10

ProAssurance Portfolio Detail: Municipals

35

9/30/10

Municipals: $1.3 Billion

Sources of Revenue Backing Municipals

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

ProAssurance Portfolio Detail: Equities & Other

36

9/30/10

Equities & Other: $142 Million

Return by Quarter

Does not sum to 100% due to rounding

Cumulative Return

In millions

In millions

ProAssurance Portfolio Detail: Corporate

37

9/30/10

Corporates: $1.1 Billion

Weighted Average Rating: A

ProAssurance Portfolio Detail: Various

All 9/30/10

Rated A1/P1 or better

Money Markets:

Moody’s: Aaa

S&P: AAA

Weighted average rating

Moody’s: AA3

S&P: AA-

A. M. Best: A+