Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Rand Edward Lewis Jr
   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)
Chief Financial Officer / Senior Vice President
(Last)
(First)
(Middle)
C/OPROASSURANCE CORPORATION, 100 BROOKWOOD PLACE		 3. Date of Earliest Transaction (Month/Day/Year)
02/26/2009
(Street)

BIRMINGHAM, AL 35209		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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 02/26/2009   A   3,127 (1) A $ 0 12,286 D  
Common Stock 02/26/2009   A   2,245 (2) A $ 47.7 9,159 D  

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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 Underlying Securities
(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 of Derivative Security: 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
Restricted Stock Unit (3) 02/26/2009   A   2,085     (3)   (3) Common Stock 2,085 $ 0 2,085 D  
Employee Stock Option (Right to Buy) $ 54.28             09/01/2008 09/01/2018 Common Stock 12,500   12,500 D  
Employee Stock Option (Right to Buy) $ 51.48             09/10/2007(4) 09/10/2017 Common Stock 12,500   12,500 D  
Employe Stock Option (Right to Buy) $ 51.38             09/11/2006(5) 09/11/2016 Common Stock 12,500   12,500 D  
Employee Stock Option (Right to Buy) $ 41.15             09/10/2005(6) 09/10/2015 Common Stock 25,000   25,000 D  
Employee Stock Option (Right to Buy) $ 36.46             05/10/2005(7) 11/09/2014 Common Stock 10,000   10,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Rand Edward Lewis Jr
C/OPROASSURANCE CORPORATION
100 BROOKWOOD PLACE
BIRMINGHAM, AL 35209		       Chief Financial Officer Senior Vice President

Signatures

 Edward L. Rand, Jr.   02/27/2009
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Payout of Performance Shares awarded to the reporting person upon compleition of a three year performance period in 2009. The Compensation Committee (consisting entirely of independent directors) of the ProAssurance Corporation Board of Directors reviewed the company's performance against the defined criteria and approved this award.
(2) These shares are exempt under Rule 16b-3. Bonus shares awarded to the reporting person under the terms of the ProAssurance 2008 Equity Incentive Plan by the Compensation Committee of the Board of Directors. The Compensation Committee is comprised solely of independent, non-employee directors
(3) Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of ProAssurance Corporation common stock, issueable from the 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.
(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, yearly installments commencing on September 10, 2005
(7) The options vest in five equal, yearly installments commencing on May 10, 2005

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