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 7, 2011

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
Attached as Exhibit 99.1, and incorporated into this Item 7.01 by reference, is our news release relating to the dividend, referred to in Item 8.01 below. Attached as Exhibit 99.2, and incorporated into this Item 7.01 by reference, is our news release relating to the election of a lead director and the establishment of certain dates in connection with our 2012 Annual Meeting of Shareholders. We refer to these actions in Item 8.01 below. Attached as Exhibit 99.3, and incorporated into this Item 7.01 by reference, is our Lead Director Policy. This Lead Director Policy was ratified by our Board of Directors on December 7, 2012, following the recommendation of our Nominating/Corporate Governance Committee and will be posted to the Investor Relations Section of our website, www.ProAssurance.com.
Item 8.01                      Other Events
Declaration of Dividend
On December 7, 2011, our Board of Directors declared a quarterly dividend of $0.25 per common share. The record date for the dividend is December 27, 2011 and the payment date is January 12, 2012.Under the dividend policy announced September 7, 2011, our Board of Directors anticipates a total annual dividend of $1.00 per share, to be paid in equal quarterly installments. However, any decision to pay future cash dividends is subject to the Board’s final determination after a comprehensive review of the company’s financial performance, future expectations and other factors deemed relevant by the Board.
Election of Lead Director
On December 7, 2011, Wilfred W. Yeargan, M.D. was elected by a unanimous vote of the non-employee, independent directors of ProAssurance.to serve as our Lead Director, effective immediately.
Lead Director Policy
A Lead Director policy was  ratified by our Board of Directors on December 7, 2012, following the recommendation of our Nominating/Corporate Governance Committee. That policy will be posted on the Corporate Governance section of our website, www.ProAssurance.com.
2012 Annual Meeting of Shareholders
Our Board of Directors has established Wednesday, May 16, 2012 as the date for the 2012 Annual Meeting of Shareholders. The Board also set March 23, 2012.as the record date for that meeting.
Item 9.01                      Financial Statements and Exhibits
99.1	News release issued on December 7, 2011, announcing the payment of a cash dividend of $0.25 per common share, payable on January 12, 2012 to shareholders of record as of December 27, 2011.
	We are furnishing Exhibit 99.1 to this Current Report on Form 8-K solely for the purpose of incorporation by reference into Items 7.01 and 9.01. 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.
99.2	News release issued on December 7, 2011, announcing the election of Wilfred W. Yeargan as Lead Director for ProAssurance Corporation and the adoption by the Board of Directors of a Lead Director Policy. This release also reports the date of our 2012 Annual Meeting of Shareholders and the establishment of the record date for that meeting.
	We are furnishing Exhibit 99.2 to this Current Report on Form 8-K solely for the purpose of incorporation by reference into Items 7.01 and 9.01. 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.
99.3	Our Lead Director Policy, as adopted by the Board of Directors on December 7, 2011, following the recommendation of our Nominating/Corporate Governance Committee.
	We are furnishing Exhibit 99.3 to this Current Report on Form 8-K solely for the purpose of incorporation by reference into Items 7.01 and 9.01. 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 7, 2011
	PROASSURANCE CORPORATION
	by:  /s/ Frank B. O’Neil
	Frank B. O’Neil Senior Vice-President

EX-99.1

Exhibit 99.1

NEWS RELEASE                                                             

ProAssurance Declares Quarterly Dividend

BIRMINGHAM, AL., December 7, 2011 (PRNewswire)–The Board of Directors of ProAssurance Corporation (NYSE: PRA) has declared a cash dividend $0.25 per common share, payable on January 12, 2012 to shareholders who own our stock as of December 27, 2011.

Our dividend policy, announced on September 7, 2011, anticipates a total annual dividend of $1.00 per share, to be paid in equal quarterly installments. However, any decision to pay future cash dividends is subject to the Board’s final determination after a comprehensive review of the company’s financial performance, future expectations and other factors deemed relevant by the Board.

About ProAssurance

ProAssurance Corporation is the nation’s largest independently traded specialty writer of medical professional liability insurance. ProAssurance is recognized as one of the top performing insurance companies in America by virtue of its inclusion in the Ward’s 50 for five consecutive years. ProAssurance is rated “A” (Strong) by Fitch Ratings; ProAssurance Group is rated “A” (Excellent) by A.M. Best.

Caution Regarding Forward-Looking Statements

Statements in this news release that are not historical fact or that convey our view of future business, events or trends are specifically identified as forward-looking statements. Forward-looking statements are based upon our estimates and anticipation of future events and highlight certain risks and uncertainties that could cause actual results to vary materially from our expected results. We expressly claim the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, for any forward-looking statements in this news release. Forward-looking statements represent our outlook only as of the date of this news release. Except as required by law or regulation, we do not undertake and specifically decline any obligation to publicly release the result of any revisions that may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

Forward-looking statements are generally identified by words such as, but not limited to, “anticipate,” “believe,” “estimate,” “expect,” “hope,” “hopeful,” “intend,” “may,” “optimistic,” “potential,” “preliminary,” “project,” “should,” “will,” and other analogous expressions. When we address topics such as liquidity and capital requirements, the value of our investments, return on equity, financial ratios, net income, premiums, losses and loss reserves, premium rates and retention of current business, competition and market conditions, the expansion of product lines, the development or acquisition of business in new geographical areas, the availability of acceptable reinsurance, actions by regulators and rating agencies, court actions, legislative actions, payment or performance of obligations under indebtedness, payment of dividends, and other similar matters, we are making forward-looking statements. The following important factors are among those that could affect the actual outcome of future events.

· the expected benefits from completed and proposed acquisitions may not be achieved or may be delayed longer than expected due to business disruption, loss of customers, employees and key agents, increased operating costs or inability to achieve cost savings, and assumption of greater than expected liabilities, among other reasons;

· general economic conditions, either nationally or in our market areas, that are different than anticipated;

· regulatory, legislative and judicial actions or decisions that could affect our business plans or operations;

·  the enactment or repeal of tort reforms;

· formation or dissolution of state-sponsored medical professional liability insurance entities that could remove or add sizable groups of physicians from the private insurance market;

· the impact of deflation or inflation;

· changes in the interest rate environment;

· changes in U.S. laws or government regulations regarding financial markets or market activity that may affect the U.S. economy and our business;

· changes in the ability of the U.S. government to meet its obligations that may affect the U.S. economy and our business;

· performance of financial markets affecting the fair value of our investments or making it difficult to determine the value of our investments;

· changes in accounting policies and practices that may be adopted by our regulatory agencies and the Financial Accounting Standards Board, the Securities and Exchange Commission, or the Public Company Accounting Oversight Board;

· changes in laws or government regulations affecting medical professional liability insurance or the financial community;

· the effects of changes in the healthcare delivery system, including, but not limited to, the Patient Protection and Affordable Care Act;

· uncertainties inherent in the estimate of loss and loss adjustment expense reserves and reinsurance, and changes in the availability, cost, quality, or collectability of insurance/reinsurance;

· the results of litigation, including pre- or post-trial motions, trials and/or appeals we undertake;

· an allegation of bad faith which may arise from our handling of any particular claim, including failure to settle;

· loss of independent agents;

· changes in our organization, compensation and benefit plans;

· our ability to retain and recruit senior management;

· our ability to purchase reinsurance and collect recoveries from our reinsurers;

· assessments from guaranty funds;

· our ability to achieve continued growth through expansion into other states or through acquisitions or business combinations;

· changes to the ratings assigned by rating agencies to our insurance subsidiaries, individually or as a group; and

· insurance market conditions that may alter the effectiveness of our current business strategy and affect our revenues.

Additional risk factors that may cause outcomes that differ from our expectations or projections are described in various documents filed by ProAssurance Corporation with the Securities and Exchange Commission, such as current reports on Form 8-K, and regular reports on Forms 10-Q and 10-K, particularly in “Item 1A, Risk Factors.”

#####

Contact:

Frank B. O’Neil, Sr. Vice President, Corporate Communications & Investor Relations

800-282-6242 • 205-877-4461 • foneil@ProAssurance.com

EX-99.2

Exhibit 99.2

NEWS RELEASE                                                             

ProAssurance Elects Wilfred W. Yeargan, M.D. as Lead Director
BIRMINGHAM, AL., December 7, 2011 (PRNewswire) – Wilfred W. Yeargan, M.D. has been elected to serve as the Company’s Lead Director, effective immediately. Dr. Yeargan was elected today by a unanimous vote of the non-employee, independent directors of ProAssurance.

In his position, Dr. Yeargan, who is a non-employee, independent director, will coordinate the activities of the other non-employee, independent Directors. This will include leading executive sessions of the independent directors and presiding at all meetings of the Board at which the Chairman is not present. Dr. Yeargan, as Lead Director, also will serve as a liaison between non-employee, independent Directors and the Chairman and will consult with the Chairman regarding other issues involving the Board that may arise.

“We are honored that Dr. Yeargan will serve as the first Lead Director of ProAssurance,” said W. Stancil Starnes, the company’s Chairman and CEO. He added, “Dr. Yeargan has distinguished himself as member of our Board since 2002, and a member of various physician advisory committees since 1979. His knowledge of ProAssurance and the people and institutions we serve makes him the ideal person to fill the role of Lead Director.”

A copy of our Lead Director policy, ratified by our Board today following the recommendation of our Nominating/Corporate Governance Committee, will be posted on the Corporate Governance section of our website, www.ProAssurance.com.

2012 Annual Meeting of Shareholders

Our Board also set Wednesday, May 16, 2012 as the date of the 2012 Annual Meeting of Shareholders to be held at our headquarters in Birmingham, Alabama. The record date for that meeting is March 23, 2012.

About ProAssurance

ProAssurance Corporation is the nation’s largest independently traded specialty writer of medical professional liability insurance. ProAssurance is recognized as one of the top performing insurance companies in America by virtue of its inclusion in the Ward’s 50 for five consecutive years. ProAssurance is rated “A” (Strong) by Fitch Ratings; ProAssurance Group is rated “A” (Excellent) by A.M. Best.

Caution Regarding Forward-Looking Statements

Statements in this news release that are not historical fact or that convey our view of future business, events or trends are specifically identified as forward-looking statements. Forward-looking statements are based upon our estimates and anticipation of future events and highlight certain risks and uncertainties that could cause actual results to vary materially from our expected results. We expressly claim the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, for any forward-looking statements in this news release. Forward-looking statements represent our outlook only as of the date of this news release. Except as required by law or regulation, we do not undertake and specifically decline any obligation to publicly release the result of any revisions that may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

-more-

Page:1

NEWS RELEASE CONTINUES                                                   

Forward-looking statements are generally identified by words such as, but not limited to, “anticipate,” “believe,” “estimate,” “expect,” “hope,” “hopeful,” “intend,” “may,” “optimistic,” “potential,” “preliminary,” “project,” “should,” “will,” and other analogous expressions. When we address topics such as liquidity and capital requirements, the value of our investments, return on equity, financial ratios, net income, premiums, losses and loss reserves, premium rates and retention of current business, competition and market conditions, the expansion of product lines, the development or acquisition of business in new geographical areas, the availability of acceptable reinsurance, actions by regulators and rating agencies, court actions, legislative actions, payment or performance of obligations under indebtedness, payment of dividends, and other similar matters, we are making forward-looking statements. The following important factors are among those that could affect the actual outcome of future events.

· the expected benefits from completed and proposed acquisitions may not be achieved or may be delayed longer than expected due to business disruption, loss of customers, employees and key agents, increased operating costs or inability to achieve cost savings, and assumption of greater than expected liabilities, among other reasons;

· general economic conditions, either nationally or in our market areas, that are different than anticipated;

· regulatory, legislative and judicial actions or decisions that could affect our business plans or operations;

·  the enactment or repeal of tort reforms;

· formation or dissolution of state-sponsored medical professional liability insurance entities that could remove or add sizable groups of physicians from the private insurance market;

· the impact of deflation or inflation;

· changes in the interest rate environment;

· changes in U.S. laws or government regulations regarding financial markets or market activity that may affect the U.S. economy and our business;

· changes in the ability of the U.S. government to meet its obligations that may affect the U.S. economy and our business;

· performance of financial markets affecting the fair value of our investments or making it difficult to determine the value of our investments;

· changes in accounting policies and practices that may be adopted by our regulatory agencies and the Financial Accounting Standards Board, the Securities and Exchange Commission, or the Public Company Accounting Oversight Board;

· changes in laws or government regulations affecting medical professional liability insurance or the financial community;

· the effects of changes in the healthcare delivery system, including, but not limited to, the Patient Protection and Affordable Care Act;

· uncertainties inherent in the estimate of loss and loss adjustment expense reserves and reinsurance, and changes in the availability, cost, quality, or collectability of insurance/reinsurance;

· the results of litigation, including pre- or post-trial motions, trials and/or appeals we undertake;

· an allegation of bad faith which may arise from our handling of any particular claim, including failure to settle;

· loss of independent agents;

· changes in our organization, compensation and benefit plans;

· our ability to retain and recruit senior management;

· our ability to purchase reinsurance and collect recoveries from our reinsurers;

· assessments from guaranty funds;

· our ability to achieve continued growth through expansion into other states or through acquisitions or business combinations;

· changes to the ratings assigned by rating agencies to our insurance subsidiaries, individually or as a group; and

· insurance market conditions that may alter the effectiveness of our current business strategy and affect our revenues.

Additional risk factors that may cause outcomes that differ from our expectations or projections are described in various documents filed by ProAssurance Corporation with the Securities and Exchange Commission, such as current reports on Form 8-K, and regular reports on Forms 10-Q and 10-K, particularly in “Item 1A, Risk Factors.”

######

Page:2

Contact:

Frank B. O’Neil, Sr. Vice President, Corporate Communications & Investor Relations

800-282-6242 • 205-877-4461 • foneil@ProAssurance.com

EX-99.3

Exhibit 99.3

ProAssurance Corporation

Lead Director Policy

This Lead Director Policy (this “Policy”) has been adopted by the Board of Directors (the "Board") of ProAssurance Corporation (the "Company") as of December 7, 2011.  This Policy is subject to modification from time to time by the Board.

I.   Background.

The Board believes it is in the best interests of the Company and its stockholders to have one individual to lead the Company as Chairman of the Board and Chief Executive Officer and provide a single point of leadership and authority for the Company.  The Board considers it to be useful and appropriate, however, to designate a non-employee, independent director to serve in a lead capacity (the “Lead Director”) to coordinate the activities of the other non-employee, independent Directors and to perform such other duties and responsibilities as the Board may determine. The Board supports the role of a Lead Director as an enhancement of, rather than a substitution for, the responsible functioning of each director in carrying out his or her fiduciary obligations to the Company and its stockholders.

II.   Appointment of Lead Director.

The Lead Director shall be elected by a majority of the non-employee, independent directors of the Board for a term to be determined by the non-employee, independent directors, such term not to exceed three years per appointment.  There is no prohibition against an individual serving consecutive appointments.  The Lead Director shall serve for the duration of the term and until such time as his or her successor shall have been duly elected and shall have qualified, or until his or her death, or until he or she shall resign or shall have been replaced as Lead Director by a majority of the non-employee, independent directors.

III.   Qualifications of Lead Director.  The Lead Director must be:

A.   An “independent director” under the listing standards of the New York Stock Exchange and under the independence criteria used by the Company at the time of election.

B.   Available to work closely with and in an advisory capacity to the Chairman, and communicate accurately with the Chairman and management on behalf of the Independent Directors.

C.   Available to discuss with other directors any concerns about the Board or the Company and to relay those concerns to the Chairman or to the Board.

D.   Familiar with Board governance and related procedures, with a preference for experience as a Board committee chair

Approved by the Nominating and Corporate Governance Committee of ProAssurance Corporation, November 17, 2011

Adopted by the ProAssurance Corporation Board of Directors, December 7, 2011

ProAssurance Corporation

Lead Director Policy

Page: 2

______________________

IV.           Duties of the Lead Director.  The specific responsibilities of the Lead Director are to:

A.   Advise and consult with the Chairman regarding meeting agendas and meeting schedule for the Board.

B.   Preside at all meetings of the Board at which the Chairman is not present.

C.   Set the agenda for and lead executive sessions of the independent directors; and brief the Chairman on issues arising in the executive sessions.

D.   Serve as a non-exclusive liaison between the Chairman and the independent directors, and communicate to the Chairman the views, concerns and issues of the independent directors.

E.   Maintain close contact with the chairperson of each committee.

V.           Absence of Lead Director.

If the Lead Director is absent from any meeting of the Board, a majority of the non-employee, independent directors present at the meeting may select a non-employee, independent director to act as Lead Director for the purpose and duration of such meeting.

Approved by the Nominating and Corporate Governance Committee of ProAssurance Corporation, November 17, 2011

Adopted by the ProAssurance Corporation Board of Directors, December 7, 2011