Sec Form 4 Filing - KALINOWSKI LYNN M @ PROASSURANCE CORP - 2005-11-10

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 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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1. Name and Address of Reporting Person KALINOWSKI LYNN M 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 _____ Officer (give title below) X __ Other (specify below) President of Subsidiary (Last) (First) (Middle) C/O PROASSURANCE CORPORATION, 100 BROOKWOOD PLACE 3. Date of Earliest Transaction (MM/DD/YY) 11/10/2005 (Street) BIRMINGHAM, AL35209-6811 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 11/10/2005 F 8,794 ( 1 ) D $ 50.29 11,022 D Common Stock 11/10/2005 M 15,000 ( 2 ) A $ 50.29 19,816 D Common Stock 11/10/2005 F 3,757 ( 3 ) D $ 50.29 4,816 D Common Stock 11/10/2005 M 5,000 ( 2 ) A $ 50.29 8,573 D Common Stock 11/10/2005 F 2,166 ( 4 ) D $ 50.29 3,573 D Common Stock 11/10/2005 M 2,500 ( 2 ) A $ 50.29 5,739 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Employee Stock Option (Right to Buy) $ 41.15 11/10/2005 M 2,500 ( 2 ) 09/10/2005( 5 ) 09/10/2015 Common Stock 2,500 $ 0 10,000 D Employee Stock Option (Right to Buy) $ 33.28 11/10/2005 M 5,000 ( 2 ) 09/10/2004( 6 ) 09/10/2014 Common Stock 5,000 $ 0 7,500 D Employee Stock Option (Right to Buy) $ 22 11/10/2005 M 15,000 ( 2 ) 09/04/2003( 7 ) 03/04/2013 Common Stock 15,000 $ 0 10,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other KALINOWSKI LYNN M C/O PROASSURANCE CORPORATION 100 BROOKWOOD PLACE BIRMINGHAM, AL35209-6811 President of Subsidiary Signatures Frank B. O'Neil, Attorney-in-fact for the Reporting Person 11/14/2005 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The 8,794 shares disposed of relect 6,652 shares withheld by the issuer to fund the cashless option exercise of 15,000 options on 11/10/05 and 2,232 shares withheld by the issuer to cover the associated tax liability. ( 2 )Cashless exercise of options on 11/10/05. ( 3 )The 3,757 shares disposed of relect 3,309 shares withheld by the issuer to fund the cashless option exercise of 5,000 options on 11/10/05 and 448 shares withheld by the issuer to cover the associated tax liability. ( 4 )The 2,166 shares disposed of relect 2,046 shares withheld by the issuer to fund the cashless option exercise of 2,500 options on 11/10/05 and 120 shares withheld by the issuer to cover the associated tax liability. ( 5 )The options vest in five equal, yearly installments commencing on September 10, 2005 ( 6 )The options vest in five equal, yearly installments commencing on September 10, 2004 ( 7 )The options vest in five equal, yearly installments commencing on September 4, 2003

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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