X0202 4 2004-11-11 0001127703 PROASSURANCE CORP PRA 0001194792 MORELLO JAMES J C/O PROASSURANCE CORPORATION 100 BROOKWOOD PLACE BIRMINGHAM AL 35209-6811 0 1 0 1 Treasurer Senior Vice-President Common Stock 2004-11-11 4 F 0 3423 38.52 D 26692 D Common Stock 2004-11-11 4 M 0 5000 38.52 A 30115 D Common Stock 4755 I Shares held in the ProAssurance Group Savings and Retirement Plan Common Stock 3148 I Owned in Reporting Person's IRA Employee Stock Option (Right to Buy) 33.28 2004-09-10 2014-09-10 Common Stock 12500 12500 D Employee Stock Option (Right to Buy) 22.00 2004-11-11 4 M 0 5000 0 D 2003-09-04 2013-03-04 Common Stock 5000 7500 D Employee Stock Option (Right to Buy) 16.80 2002-07-15 2012-01-15 Common Stock 16000 16000 D Employee Stock Option (Right to Buy) 21.01 2001-06-27 2009-12-09 Common Stock 2403 2403 D Employee Stock Option (Right to Buy) 26.03 2001-06-27 2008-12-01 Common Stock 2480 2480 D Employee Stock Option (Right to Buy) 24.68 2001-06-27 2007-12-02 Common Stock 3067 3067 D The 3,423 shares disposed of reflect 2,856 shares withheld by the issuer to fund the cashless exercise of 5,000 options on 11/11/04, and 567 shares withheld by the issuer to cover the associated tax liability. Cashless exercise of options on 9/7/2004 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 The options vest in five equal, yearly installments commencing on July 15, 2002 Reflects options to purchase shares of ProAssurance Corporation common stock acquired beneficially by the reporting person in exchange for surrender of options to purchase shares of Medical Assurance, Inc. in connection with the consolidation of Medical Assurance, Inc. and Professionals group under the ownership of ProAssurance Corporation. The acquisition of options to purchase ProAssurance shares reported herein is exempt from Section 16(b) of the Securities Exchange Act, as amended (the "Act"), by virtue of Rule 16b-3(d) promulgated under the Act. James J. Morello 2004-11-12