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 28, 2012

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

In this Current Report on Form 8K we are furnishing materials which will we will use during investor meetings scheduled on February 28, 2012. These materials are presented in Exhibit 99.1.

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.

We are furnishing Exhibit 99.1 to this Current Report on Form 8-K in accordance with Item 7.01, Regulation FD Disclosure. These exhibits 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 28, 2012

PROASSURANCE CORPORATION

by:  /s/ Frank B. O’Neil

Frank B. O’Neil

Senior Vice-President

EX-99.1

February 28, 2012

Houston Investor Meetings

W. Stancil StarnesChairman & CEO

Edward L. Rand, Jr.Chief Financial Officer

Howard H. FriedmanChief Underwriting Officer
Chief Actuary

Frank B. O’NeilInvestor Relations Officer

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 acquisition of American Physicians Service
Group (NASDAQ: AMPH) as Forward Looking Statements and direct your attention to
filings on Forms 10K and 10Q 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.

FORWARD LOOKING STATEMENTS

2

NON-GAAP MEASURES

ProAssurance Overview

We are the only pure-play, publicly-traded
medical professional liability (MPL)
insurance company in America

This is ProAssurance

Specialty insurance company primarily writing medical professional liability

Founded in 1976, public since 1991

Historical focus on small groups, solo practitioners and healthcare facilities

Evolving strategy is successfully adding business at both ends of the risk
spectrum as the delivery of healthcare changes

2011 Policyholders: ~71,500

2011 Gross Written Premium: $566 million

Direct: 36% / Agents: 64%

This is What Differentiates our Company

5

Our commitment to Treated Fairly

Unwavering dedication to the defense of
non-meritorious lawsuits

Allows our insureds the right to an unfettered defense of
their claims where permitted by law

Steadfast dedication to in-depth underwriting and
adequate pricing

An unsurpassed level of customer service

Unquestioned financial strength consistently
delivering value for insureds and shareholders

Total Assets have reached $5 billion

Shareholders’ Equity has topped $2.0 billion

Total Reserves have reached $2.2 billion

Market Cap : ~$2.7 billion

This is What We Have Achieved

6

Historical Book Value Per Share

Inception to 12/30/11
CAGR: 16%

Cumulative:1832%

10 Year Summary (2001 -2010)
CAGR: 16%

Cumulative: 342%

Historical Stock Price(to 2/24/12)

Inception to 2/24/12
CAGR: 15%

Cumulative: 1605%

10 Year Summary (2002 -2011)
CAGR: 16%

Cumulative: 354%

Consistently Successful Throughout the Insurance Cycle

Treated Fairly

Affirms our existing, enduring commitment to
every stakeholder

Insureds

Agents

Investors

The public

Employees

We run our business as owners who are
rewarded for long-term success

7

Business Profile and Operational Strategy

2011 was our fifth straight year to be recognized
by Ward’s as one of the 50 top performing
property casualty insurance companies in America

ProAssurance: Business Profile

Largest independent publicly traded writer of MPL insurance

Fourth largest overall writer

Top 20 writers have just 65% 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

9

DPW: SNL & Highline Data 2010

ProAssurance: Geographic Profile

Writing across the United States, ProAssurance has broad geographic diversification

Each state presents unique medical and legal challenges

Regional structure provides the local knowledge that differentiates ProAssurance

10

Corporate Headquarters

Corporate Headquarters

(Birmingham)

2010 Market Share: Six-Ten

2010 Market Share: Six-Ten

ProAssurance Footprint

December 31, 2011

Local Knowledge and National Reach

Medical/Legal environment varies by state

Often varies within states

Regulatory environment differs greatly

May limit the ability to ensure that rates accurately
reflect loss trends

Can affect the ability to introduce policy or
procedural changes

Overall business climate differs and can change

Demographics of the medical population and
consumers

11

ProAssurance: Investment Profile

12

$4.1 Billion Overall Portfolio

$3.7 Billion Fixed Income Portfolio

Average duration: 3.9 years

Average tax-equivalent Income yield: 4.5%

Investment grade: 96%

Weighted average: AA-

12/31/11

Key portfolio actions in Q4

Added dividend-paying equities

Added to high yield investments

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

ProAssurance Operational Strategy

Maintain our profitability and book value growth

Ensure outstanding performance in a challenging
financial market and a demanding line of insurance

Focus on long-term

Maintaining balance sheet strength and institutional
expertise to prepare for a changing market

Leverage financial strength

Protects the balance sheet

Maintains our leading market position

Builds strength for the next cycle turn

13

ProAssurance’s Growth Strategy

We have consistently grown our business through
M&A and opportunistic de novo expansion

Future growth will be less dependent on M&A

Growth opportunities will be shaped by a healthcare
landscape that will see enormous changes—with or
without federal healthcare reform

We are expanding our hospital capabilities and commitment

Building on two decades of hospital experience

We continue to enhance our commitment to individual
providers and small groups

14

ProAssurance’s Growth Strategy

Certitudetmprogram developed in conjunction with
Ascension Health

Largest Catholic healthcare system in the U.S.

38 ministries in 18 states, largely mirror PRA’s footprint

Insurance operations performed by ProAssurance

PRA policies jointly marketed

Coordinated claims and risk management efforts

Financial involvement of both entities creates incentive to
reduce risk

Initial offering to ~1,000 Michigan physicians insured
by an Ascension affiliate

15

ProAssurance’s Growth Strategy

Future opportunities for the Certitudetm
program

Stimulating interest
from other hospital
systems and large groups

16

*www.ascensionhealth.org/annualreport/health.php

Ascension Health’s Ministry Locations*

ProAssurance’s Growth Strategy

Joint physician/hospital insurance product:
ProControlsm

Addresses the unique risk tolerance and claims-handling
expectation of each insured

Physicians largely seek claims defense to protect their
reputation

Hospitals/facilities seek to protect their reputation in
different ways

Hospitals can set their risk tolerance with a full retention
level, a consultative level and a full risk transfer level

Broad interest in the market with several policies in
force

17

ProAssurance’s Growth Strategy

Providing sophisticated alternative risk
programs for organizations as they increase in
size and sophistication

We have proven experience in facilitating self-
insurance and captive insurance programs

18

ProAssurance’s M&A Strategy

Consolidation will continue and will remain episodic

Fewer significant targets

Remaining companies of size are in important strategic
areas

We prefer “health care centric” but will consider
closely related liability lines

Legal/regulatory environment must be favorable

Not all M&A opportunities should be pursued

We have not “bet the company” on any transaction

19

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 “healthcare 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 Novovs. Acquisition

Soft Market

Hard Market

M & A

de novo
Expansion

Internal
Growth

All avenues
open
because of
pricing
power

M & A is
preferable
because of
pricingpressure

M&A and the Insurance Cycle

Healthcare Reform & Tort Reform Update

Our long-term focus ensures that we can
continue to create value in an evolving
medical/legal climate

The Potential Effects of Healthcare Reform

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

Increased patient frustration with the system

Possibility of more unexpected outcomes

Provides an opportunity for us due to our geographic reach,
long-term experience in hospitals and our financial strength

We are introducing new approaches and new products to take advantage

Likely to hasten M&A amongst smaller insurers that lack the capacity
or capability to insure hospitals or facilities

22

1Bureau of Labor Statistics 2008 to 2018 Projections
http://data.bls.gov/oep/nioem

The Fate of Tort Reform: National

No meaningful Tort Reform in healthcare reform laws

No immediate effect on the medical/legal climate

Demonstration projects do not provide meaningful reform or
immediate data

Federal Tort Reform has reappeared in Washington

Lots of smoke, so far no fire in Washington

First mentioned during 2010 State of the Union Speech

Consider that meaningful Tort Reform was not enacted when
Republicans controlled Congress and the White House

Multiple bills being pushed by Republicans in the House, at
least one bill introduced in the Senate

23

The Fate of Tort Reform: States

State Tort Reforms—where the real battles are fought

Reforms enacted in 2011

$350,000 non-economic damage cap in Oklahoma

$750,000 non-economic damage cap in Tennessee

$500,000 non-economic damage cap in North Carolina

Non-economic damage cap rejected in New York

Courtroom update

State Supreme courts reviewing mid-2000’s reforms in
Florida, Kansas, Mississippi, Nevada and WV

Long-standing reforms in California and Louisiana
upheld

24

The Fate of Tort Reform

Whether federal or state, we never give advance credit
for untested reforms unless required by law or
regulation

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

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

25

Current Market Overview

We retain existing business and add new,
profitable business by competing on value
and service, not by focusing on price alone

ProAssurance and Today’s Market

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

No expansion by mid-decade start-ups

Consolidation beginning in that segment

Start-up pricing advantage has vanished in current market conditions

27

ProAssurance and Today’s Market

ProAssurance’s retention remains at historically
high levels

Continued underwriting vigilance is being used
today to ensure future success

28

ProAssurance and Today’s Market

Rates on renewing physician business down 18% from peak pricing in 2006

Improved frequency trends are reflected in recent rate declines

Improvement in frequency has outweighed the steady, manageable rise in severity

Loss trends have improved in states with and without tort reforms

Rate changes (up or down) through 2012 will likely be low-to-mid single digits

Physician Rate Change History

PICA Included Since Purchase

ProAssurance Business Outlook

We ARE writing new business that we believe will meet
our profitability goals

$68 million in new physician business in 2011

Approximately $48 million due to AMPH

Includes approximately $6.5 million in first year claims-made
premium in the Certitudetm program

Major competitors continue to belargely disciplined in
pricing

No new market entrants

30

Differentiation Through Claims Handling

Our unique approach to claims benefits
our insureds and our shareholders

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

A significant factor in our high retention rate

Helps deter future lawsuits

Our insureds increasingly value reputational defense as claims data becomes public

ProAssurance: 79% Favorable Outcomes

Industry: 72% Favorable Outcomes

Source: PIAA 2010 Claim Trend Analysis
ProAssurance Excluded

Five Year Average
2006-2010

32

The Ohio Example: 2005 - 2009 Data

Comprehensive, reliable data provided by the Ohio Department of Insurance

Broad range of competitors and business approaches

33

www.insurance.ohio.gov/Legal/Reports/Documents/2009ClosedClaimReport.pdf

Fewer Claims Closed With Indemnity

More Claims Defended in Court

2.5x Lower Average Indemnity Payment per Closed Claim

New Claims Opened Each Year

Claims Trends Remain Favorable

Fewer cases to try following significant decline in frequency

Severity trends steady and manageable

No observed effect from the economic downturn

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

34

ProAssurance Claims Tried to a Verdict

Understanding Recent Loss Trends

Frequency stable after
historic declines

Lawyers are the gatekeepers

Must weigh the cost of a trial vs.
chances of success

Likelihood of success is affected by
many factors

Societal perceptions of lawsuits against
physicians

Effects of the overall tort reform debate
and headlines across the country

Reforms enacted in some states

Medical utilization is down

Fewer chances for medical incidents

Better quality of care reduces the
number of medical misadventures

Severity uptrend remains
steady at 3%-4%

Closely tied to inflation

Primarily medical cost inflation

Jury sentiment in reaction to
headlines has moderated, but
not eliminated, runaway
verdicts in recent years

Tort Reforms have limited
non-economic damages in a
number of states

35

The Residual Cost of a Plaintiff Verdict

Financial Effects

Higher MPL premiums

May affect quality scoring under new payment regimes

Credentialing Implications

Disclosure required when applying for licensing, privileges
and treatment panels throughout their medical career

Reputational Damage

May affect referrals

Online disclosure can affect acquisition of new patients

Emotional Stress before, during and after

Influences future treatment behavior and patient relationships

36

The Benefits of Strong Defense

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

Source:Statutory Basis, A.M. Best Aggregates & Averages
Some totals may not agree due to rounding

ProAssurance vs. Industry

Average Loss Ratio (2006-2010)

Legal
Payments

Loss
Payments

64.3%

44.2%

61.5%

53.6%

41.6%

76.0%

36.8%

ProAssurance Stand Alone

Loss Ratio (2006-2010)

37

Differentiation Through Business Discipline

We consistently outperform our industry
by ensuring our customer’s satisfaction and
our business’ profitability

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

Demonstrated Underwriting Performance

Five Years:ProAssurance Average:73.5%/Industry Average:83.3%

Ten Years:ProAssurance Average:94.2%/Industry Average:106.3%

All Years:ProAssurance Average:93.6%/Industry Average:109.7%

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

39

Conservative Approach to Reserves

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 Favorable Reserve Development

Net Reserve per Open MPL Claim1

1Statutory basis; Loss & LAE
Acquired company data included at end of acquiring year

Conservative Use of Debt and Low Leverage

Low Debt to Cap Ratio

No strain on cash flow

41

Debt to Equity

No Debt Prior to 2001

Strong CapitalPosition

Prepared for an improving market

Differentiation Through Financial Strength

Our dedication to solid financial strength
lays an unshakable foundation for every
facet of our business

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

43

Shareholders’ Equity

94% Increase Since 12/31/06

Total Assets

Net Investment Income

Net Premiums Written

($ in millions.Excludes discontinued operations)

Net Income

Operating Income1

44

1 Excludes the after-tax effects of net realized gains or losses, non-policyholder litigation
results and
guaranty fund assessments or recoupments

Steady Return in an Unfavorable Environment

Meeting our long-term ROE target of 12% -14%

Components of Return on Equity(in millions)

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

46

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

Combined Ratio 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

Revised to reflect yields at 12/31/11

Capital Growth: 2006-2010

in $000’s except total equity (000,000’s)

47

2011 Financial Highlights

48

	Year Ended December 30,
	2011	2010
Gross Premiums Written	$287,096	$231,598
Net Premiums Earned	$565,415	$519,107
Net Investment Income	$140,956	$146,380
Net Income (Includes Investment Losses)	$287,096	$231,598
Operating Income	$278,514	$219,457
Net Income per Diluted Share	$9.31	$7.20
Operating Income per Diluted Share	$9.03	$6.82

	December 30, 2011	December 31, 2010
Total Assets	$4,998,878	$4,875,056
Shareholders’ Equity	2,164,453	1,855,863

Investment Effect on P&C Industry ROE

Combined Ratio / ROE - a 100% Combined Ratio Isn’t What It Used to Be

*2009 and 2010 figures are return on average statutory surplus.
2008 -2011 figures exclude mortgage and financial guaranty insurers

Source: Insurance Information Institute from A.M. Best and ISO data.

Combined Ratios Must Be Lower in Today’s Depressed
Investment Environment to Generate Risk Appropriate ROEs

49

ProAssurance Creates Value

ProAssurance leverages the long-term
focus of an experienced, invested
management team to achieve strong,
sustainable results

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 and preparing for the market turn

Current Prices Continue to Offer a Compelling Buying Opportunity

Investment Portfolio Detail

ProAssurance remains conservatively
invested, to ensure our ability to keep our
long-term promise of insurance protection

ProAssurance Portfolio Detail: Asset Backed

53

12/31/11

Subject to Rounding

Asset Backed: $717 Million

Weighted Average Rating: “AA+”

Breakdown of Agency MBS Holdings

Key CMBS Details Provided on Following Page

Sub-Prime: $8.1 mil Market Value(AFS)
$1.2 mil net unrealized loss

ProAssurance Portfolio Detail: CMBS

$81.2 million Fair Value in non-agency CMBS

Book Value: $76 million (2% of fixed income portfolio)

We have experienced no losses on our CMBS positions

54

12/31/11

ProAssurance Portfolio Detail: Municipals

55

Municipals: $1.2 Billion/Average Rating is AA

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

Weighted Average Rating: AA

12/31/11

ProAssurance Portfolio Detail: Equities & Other

56

Equities & Other: $253 Million

12/31/11

ProAssurance Portfolio Detail: Corporate

57

Corporates: $1.4 Billion

Weighted Average Rating: A

12/31/11

ProAssurance Portfolio Detail: Various

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+

Treasury / GSE: $352 Million

Short Term: $119 Million

BOLI: $53 Million

12/31/11

Effective, Experienced & Invested Management

59

All subject to share ownership requirements