SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* O NEIL FRANK B (Last) (First) (Middle) C/O PROASSURANCE CORPORATION 100 BROOKWOOD PLACE (Street) BIRMINGHAM AL 35209-6811 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol PROASSURANCE CORP [ PRA ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) X Other (specify below) Senior Vice-President Assistant Secretary
	3. Date of Earliest Transaction (Month/Day/Year) 02/29/2008
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/28/2008		A		970(1)	A	$54.28	23,719	D
Common Stock								629	I	In Trust(2)
Common Stock								2,025	I	Shares held in the ProAssurance Group Savings and Retirement Plan
Common Stock								598	I	Shares held in childrens' UTMA accounts for which the reporting person is the trustee

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right to Buy)	$54.28	02/28/2008		A		6,250		09/01/2008(3)	09/01/2018	Common Stock	6,250	$54.28	6,250	D
Employee Stock Option (Right to Buy)	$51.48							09/10/2007(4)	09/10/2017	Common Stock	6,250		6,250	D
Employee Stock Option (Right to Buy)	$51.38							09/11/2006(5)	09/11/2016	Common Stock	1,250		5,000	D
Employee Stock Option (Right to Buy)	$41.15							09/10/2005(6)	09/10/2015	Common Stock	5,000		7,500	D
Employee Stock Option (Right to Buy)	$33.28							09/10/2004(7)	09/10/2014	Common Stock	5,000		2,500	D
Employee Stock Option (Right to Buy)	$56.43							11/15/2008(8)	12/02/2009	Common Stock	737		737	D
Employee Stock Option (Right to Buy)	$56.43							11/15/2008(8)	12/01/2008	Common Stock	1,032		1,032	D

Explanation of Responses:

1. These shares are exempt under Rule 16b-3. Bonus shares awarded to the reporting person under the terms of the ProAssurance 2004 Equity Incentive Plan by the Compensation Committee of the Board of Directors. The Compensation Committee is comprised solely of independent, non-employee directors.

2. Shares are held in the George O'Neil Generation-Skipping Trust, Non-Exempt, fbo Frank B. O'Neil. The Reporting Person disclaims beneficial ownership because the Trustee retains sole investmenet control over the shares.

3. The options vest in five equal, yearly installments commencing on September 1, 2008

4. The options vest in five equal, yearly installments commencing on September 10, 2007

5. The options vest in five equal, yearly installments commencing on September 11, 2006

6. The options vest in five equal installments commencing on September 10, 2005

7. The options vest in five equal installments commencing on September 10, 2004

8. These are automatic reload rights resulting from the exercise of options under an existing grant to purchase shares under the ProAssurance Corporation Incentive Compensation Stock Plan. These reload options vest one year from the date of grant, provided that the Reporting Person maintains ownership of the ProAssurance shares that were purchased upon the exercise of the subject options. The grant of reload options to purchase ProAssurance shares reported herein is exempt from Section 16(b) of the Securities Exchange Act, as amended ("the Act") by virtueof Rule 16b-3(d) promulgated under the Act.

Remarks:

	Frank B. O'Neil	02/29/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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