X0303 4 2009-03-02 0001127703 PROASSURANCE CORP [PRA] 0001347284 Thomas Darryl Keith C/O PROASSURANCE CORPORATION 100 BROOKWOOD PLACE BIRMINGHAM AL 35209-6811 0 1 0 1 Senior Vice-President Co-President of Subsidiary Common Stock 2009-03-02 4 P 0 126 47.50 A 42598 D Common Stock 1320 I Shares Held in the ProAssurance Group Savings and Retirement Plan [401(k)] Restricted Stock Units Common Stock 2085 2085 D Employee Stock Option (Right to Buy) 54.28 2008-09-01 2018-09-01 Common Stock 12500 12500 D Employee Stock Option (Right to Buy) 51.48 2007-09-10 2017-09-10 Common Stock 12500 12500 D Employee Stock Option (Right to Buy) 51.38 2006-09-11 2016-09-11 Common Stock 12500 12500 D Employee Stock Option (Right to Buy) 41.15 2005-09-10 2015-09-10 Common Stock 5000 7500 D Employee Stock Option (Right to Buy) 33.28 2004-09-10 2014-09-10 Common Stock 7500 5000 D Employee Stock Option (Right to Buy) 22.00 2003-09-04 2013-09-03 Common Stock 10000 2500 D Shares acquired in the amended and restated ProAssurance Stock Ownership Plan. Purchases under this plan are exempt under Rule 16b-3(c) Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of ProAssurance Corporation common stock, issueable from the ProAssurance 2008 Equity Incentive Plan. The RSUs will vest if the reporting person remains continuously employed by ProAssurance or one of its subsidiaries until February 26, 2012 (three years from date of grant). Vesting will accelerate upon termination of employment as the result of (i) death; (ii) disability; or (iii) Good Reason, as defined in the reporting person's employment agreement with ProAssurance Corporation, or by action of the Compensation Committee of the ProAssurance Corporation Board of Directors. The RSUs will be settled in shares of ProAssurance Common Stock and in cash, with the cash portion being approximately equal to the federal, state, and local taxes. The options vest in five equal, yearly installments commencing on September 1, 2008 The options vest in five equal, yearly installments commencing on September 10, 2007 The options vest in five equal, yearly installments commencing on September 11, 2006 The options vest in five equal, yearly installments commencing on September 10, 2005 The options vest in five equal, yearly installments commencing on September 10, 2004 The options vest in five equal, yearly installments commencing on September 4, 2003 Darryl K. Thomas 2009-03-03