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 *
Thomas Darryl Keith
   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 / Co-President of Subsidiary
(Last)
(First)
(Middle)
C/O PROASSURANCE CORPORATION, 100 BROOKWOOD PLACE		 3. Date of Earliest Transaction (Month/Day/Year)
09/15/2011
(Street)

BIRMINGHAM, AL 35209-6811		 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 09/15/2011   F   9,698 (1) D $ 72.33 58,890 D  
Common Stock 09/15/2011   M   15,000 (2) A $ 72.33 68,588 D  
Common Stock               1,320 I Shares Held in the ProAssurance Group Savings and Retirement Plan [401(k)]

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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 Units (3)               (3)   (3) Common Stock 2,085   2,085 D  
Restricted Stock Units (4)               (4)   (4) Common Stock 2,085   2,085 D  
Restricted Stock Units (5)               (5)   (5) Common Stock 2,085   2,085 D  
Employee Stock Option (Right to Buy) $ 54.28             09/01/2008(6) 09/01/2018 Common Stock 12,500   12,500 D  
Employee Stock Option (Right to Buy) $ 51.48             09/10/2007(7) 09/10/2017 Common Stock 12,500   12,500 D  
Employee Stock Option (Right to Buy) $ 51.38             09/11/2006(8) 09/11/2016 Common Stock 12,500   12,500 D  
Employee Stock Option (Right to Buy) $ 41.15 09/15/2011   M     7,500 (2) 09/10/2005(9) 09/10/2015 Common Stock 5,000 $ 41.15 0 D  
Employee Stock Option (Right to Buy) $ 33.28 09/15/2011   M     5,000 (2) 09/10/2004(10) 09/10/2014 Common Stock 7,500 $ 33.28 0 D  
Employee Stock Option (Right to Buy) $ 22 09/15/2011   M     2,500 (2) 09/04/2003(11) 09/03/2013 Common Stock 10,000 $ 22 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Thomas Darryl Keith
C/O PROASSURANCE CORPORATION
100 BROOKWOOD PLACE
BIRMINGHAM, AL 35209-6811		       Senior Vice-President Co-President of Subsidiary

Signatures

 Frank B. O'Neil, as POA for the Reporting Person, Darryl K. Thomas   09/19/2011
**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) The 9,698 shares disposed of reflect 7,329 shares withheld by the issuer to fund the cashless exercise of 15,000 options after the market close on 9/15/2011, and 2,369 shares withheld by the issuer to cover the associated tax liability.
(2) Cashless exercise of options after the close of the market on September 15, 2011
(3) Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of ProAssurance Corporation common stock, issuable 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 December 31, 2013 (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) Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of ProAssurance Corporation common stock, issuable 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 December 31, 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.
(5) Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of ProAssurance Corporation common stock, issuable 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.
(6) The options vest in five equal, yearly installments commencing on September 1, 2008.
(7) These options are fully vested, having vested in five equal, yearly installments commencing on September 10,2007.
(8) These options are fully vested, having vested in five equal, yearly installments commencing on September 11, 2006.
(9) These options are fully vested, having vested in five equal, yearly installments commencing on September 10, 2005. This is the final exercise of options associated with this grant.
(10) These options are fully vested, having vested in five equal, yearly installments commencing on September 10, 2004. This is the final exercise of options associated with this grant.
(11) These options are fully vested, having vested in five equal, yearly installments commencing on July 15, 2002. This is the final exercise of options associated with this grant.

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