<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                          ----------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                          ----------------------------

                            PROASSURANCE CORPORATION
             (Exact name of registrant as specified in its charter)

           DELAWARE                         6631                 63-1261433
(State or Other Jurisdiction of (Primary Standard Industrial    (IRS Employer
         Incorporation or        Classification Code Number) Identification No.)
          Organization)

                               100 BROOKWOOD PLACE
                            BIRMINGHAM, ALABAMA 35209
                                 (205) 877-4400

          (Address, Including Zip Code, and Telephone Number, Including
             Area Code, of Registrant's Principal Executive Offices)

                              AMENDED AND RESTATED
                  PROASSURANCE CORPORATION STOCK OWNERSHIP PLAN
                              (Full title of plan)

                                A. Derrill Crowe
                               100 Brookwood Place
                            Birmingham, Alabama 35209
                                 (205) 877-4400

          (Address, Including Zip Code, and Telephone Number, Including
                        Area Code, of Agent for Service)

                                   Copies to:

                          Jack P. Stephenson, Jr., Esq.
                                Burr & Forman LLP
                        420 North 20th Street, Suite 3100
                            Birmingham, Alabama 35203
                                 (205) 458-5201

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
TITLE OF SECURITIES         AMOUNT TO BE                          PROPOSED MAXIMUM AGGREGATE          AMOUNT OF
  TO BE REGISTERED         REGISTERED (1)       PER UNIT (2)      AMOUNT OF OFFERING PRICE (2)   REGISTRATION FEE (3)
  ----------------         --------------       ------------      ---------------------------    --------------------
<S>                        <C>                  <C>               <C>                            <C>
Common Stock
par value $0.01            100,000 shares          $32.11                  $3,211,000                  $259.77
</TABLE>

(1)      Pursuant to Rule 416 of the Securities Act of 1933, as amended (the
         "Act"), the number of shares of securities registered under this
         Registration Statement will be increased as a result of future stock
         splits, stock dividends or similar transactions that occur prior to the
         distribution of the securities covered by this Registration Statement.
         In addition, pursuant to Rule 416(c) under the Act, this Registration
         Statement also covers an indeterminate amount of plan interests to be
         offered or sold pursuant to the Plan.

(2)      In accordance with Rule 457(h)(2), no separate fee calculations are
         made for plan interests. Estimated solely for the purposes of
         calculating the amount of registration fee pursuant to Rule 457(h)
         under the Act, based upon the average of the high and low price per
         share of the Registrant's Common Stock on the New York Stock Exchange
         on December 9, 2003.

(3)      Pursuant to Rule 457(p) the filing fee has been offset against the
         filing fee previously paid by the registrant in the amount of
         $11,835.29 (net after prior offsets under Rule 457(p)) with respect to
         unsold shares of common stock registered under registrant's
         registration statement on Form S-4 (File No. 333-49378) as originally
         filed on November 6, 2000, as amended by Post Effective Amendment No.
         2, filed on January 25, 2002, to reflect the unsold shares.

<PAGE>

                                     PART I

                INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

         The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participants as specified by Rule 428(b)(1) of the
Act. This Registration Statement relates to 100,000 shares of ProAssurance
Common Stock that are to be purchased in the open market pursuant to the Amended
and Restated ProAssurance Corporation Stock Ownership Plan. The shares subject
to this Registration Statement are listed on the New York Stock Exchange.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed by Registrant with the Securities and
Exchange Commission are incorporated by reference in this Registration
Statement:

         (1)      The Registrant's Quarterly Report on Form 10-Q for the
                  quarters ended September 30, 2003, June 30, 2003 and March 31,
                  2003;

         (2)      The Registrant's Annual Report on Form 10-K for the year ended
                  December 31, 2002; and

         (3)      The description of the Registrant's Common Stock contained in
                  the Registration Statement on Form 8-A filed with the
                  Securities and Exchange Commission on June 8, 2001.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all such securities then remaining
unsold, shall be deemed to be incorporated by reference in and to be a part
hereof from the date of filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

         As permitted by Delaware law, the Registrant's certificate of
incorporation provides that the directors of the Registrant will not be held
personally liable for a breach of fiduciary duty as a director, except that a
director may be liable for (1) a breach of the director's duty of loyalty to the
corporation or its shareholders, (2) acts made in bad faith or which involve
intentional

                                       2

<PAGE>

misconduct or a knowing violation of the law, (3) illegal payment of dividends
under Section 174 of the Delaware General Corporation Law; or (4) for any
transaction from which the director derives an improper personal benefit. The
Registrant's certificate of incorporation further provides that if Delaware law
is amended to authorize corporate action further eliminating or limiting the
personal liability of directors, then the liability of a director of the
Registrant shall be eliminated or limited to the fullest extent permitted by
Delaware law, as so amended.

         The by-laws of the Registrant provide that the Registrant will
indemnify any person involved in litigation brought by a third party or by or in
the right of the Registrant by reason of the fact that he or she is or was a
director, officer, employee or agent of the Registrant or is or was serving at
the request of the Registrant as a director, officer, employee or agent of
another entity. The Registrant will only indemnify such a person if that person
acted in good faith and in a manner he or she reasonably believed to be lawful
and in the best interests of the Registrant, except that the person will not be
entitled to indemnification in an action in which he or she is found to be
liable to the corporation unless the Delaware Court of Chancery deems
indemnification under these circumstances proper.

         The Registrant maintains in effect directors' and officers' liability
insurance which provides coverage against certain liabilities. The Registrant
has entered into indemnification agreements with each of its directors and
executive officers which requires the Registrant to use reasonable efforts to
maintain such insurance during the term of the agreement so long as the Board of
Directors in the exercise of its business judgment determines that the cost is
not excessive and is reasonably related to the amount of coverage and that the
coverage provides a reasonable benefit for such cost. The indemnity agreements
automatically renew for successive one year terms unless sooner terminated by
Registrant on 60 days notice or upon the indemnitee's termination as an officer,
director or employee of Registrant or its subsidiaries.

         The indemnity agreement requires the Registrant to indemnify the
executive officers and directors to the fullest extent permitted under Delaware
law to the extent not covered by liability insurance, including advances of
expenses in the defense of claims against the executive officer or director
while acting in such capacity. It is a condition to such indemnification that
the indemnitee acted in good faith and in a manner that he or she believed to be
in or not opposed to the interest of the Registrant or its shareholders, and
with respect to a criminal action had no reasonable cause to believe his or her
conduct was unlawful. Indemnification is not available from the Registrant:

         (a)      in respect to remuneration that is determined to be in
                  violation of law;

         (b)      on account of any liability arising from a suit for an
                  accounting of profits for the purchase and sale of
                  Registrant's common stock pursuant to Section 16(b) of the
                  Securities Exchange Act of 1934, as amended;

         (c)      on account of conduct that is determined to have been
                  knowingly fraudulent, deliberately dishonest or willful
                  misconduct;

         (d)      if indemnification is prohibited by the applicable laws of the
                  State of Delaware;

                                       3

<PAGE>

         (e)      if the indemnitee is found to be liable to the Registrant or
                  its subsidiaries unless the Delaware Court of Chancery
                  determines that the indemnitee is fairly and reasonably
                  entitled to indemnification for expenses that the court deems
                  proper; or

         (f)      if a court should determine that such indemnification is not
                  lawful.

         The indemnity agreement requires the indemnitee to reimburse the
Registrant for all reasonable expenses incurred or advanced in defending any
criminal or civil suit or proceedings against the indemnitee if the Registrant
determines that indemnity is not available.

         The form of the indemnity agreement is included is an exhibit to the
Registrant's Annual Report on Form 10-K for the year ended December 31, 2002.
This summary of the indemnity agreement is qualified in its entirety by
reference to the terms and provisions of the form of the indemnity agreement.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8. EXHIBITS

         The exhibits to this registration statement are listed in the Exhibit
Index to this registration statement, which Exhibit Index is hereby incorporated
by reference.

ITEM 9. UNDERTAKINGS

         (a)      The undersigned registrant hereby undertakes:

                  (1)      To file, during any period in which offers or sales
                             are being made, a post-effective amendment to this
                             registration statement:

                           (i)      to include any prospectus required by
                                    Section 10(a)(3) of the Securities Act of
                                    1933;

                           (ii)     to reflect in the prospectus any facts or
                                    events arising after the effective date of
                                    this registration statement (or the most
                                    recent post-effective amendment thereof)
                                    which, individually or in the aggregate,
                                    represent a fundamental change in the
                                    information set forth in the registration
                                    statement; provided, however, that
                                    notwithstanding the foregoing, any increase
                                    or decrease in volume of securities offered
                                    (if the total dollar value of securities
                                    offered would not exceed that which was
                                    registered) and any deviation from the low
                                    or high end of the estimated maximum
                                    offering range may be reflected in the form
                                    of prospectus filed with the Securities and
                                    Exchange Commission pursuant to Rule 424(b)
                                    if, in the aggregate, the changes in volume
                                    and price represent no more than a 20
                                    percent change in the maximum aggregate
                                    offering price set

                                       4

<PAGE>

                                    forth in the "Calculation of Registration
                                    Fee" table in the effective registration
                                    statement; and

                           (iii)    to include any material information with
                                    respect to the plan of distribution not
                                    previously disclosed in the registration
                                    statement or any material change to such
                                    information in the registration statement;

                  provided, however, that the undertakings set forth in clauses
                  (i) and (ii) above do not apply if the information required to
                  be included in a post-effective amendment by those clauses is
                  contained in periodic reports filed by the registrant pursuant
                  to Section 13 or 15(d) of the Securities Exchange Act of 1934
                  that are incorporated by reference in this registration
                  statement;

                  (2)      That, for the purpose of determining any liability
                           under the Securities Act of 1933, each such
                           post-effective amendment shall be deemed to be a new
                           registration statement relating to the securities
                           offered therein, and the offering of such securities
                           at that time shall be deemed to be the initial bona
                           fide offering thereof;

                  (3)      To remove from registration by means of a
                           post-effective amendment any of the securities being
                           registered which remain unsold at the termination of
                           the offering.

         The registrant undertakes that for purposes of determining any
liability under the Securities Act of 1933, each filing of the registrant's
annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in this registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer, or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

                                       5

<PAGE>

                         [SIGNATURES ON FOLLOWING PAGE]

                                       6

<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8, and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Homewood, State of Alabama, on this the 3 day of
December, 2003.

                                             PROASSURANCE CORPORATION

                                             By: /s/ A. Derrill Crowe
                                                 -------------------------------
                                                 A. Derrill Crowe
                                                 Chairman of the Board and
                                                 Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Frank B. O'Neil, Victor T. Adamo,
and Howard H. Friedman as his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him, and on his behalf and in
his name, place and stead, in any and all capacities, to sign, execute and file
this Registration Statement under the Securities Act of 1933, as amended, and
any or all amendments (including, without limitation, post-effective
amendments), with all exhibits and any and all documents required to be filed
with respect thereto, with the Securities and Exchange Commission or any
regulatory authority, granting unto such attorney-in-fact and agent full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises in order to effectuate the same,
as fully to all intents and purposes as he himself might or could do if
personally present, hereby ratifying and confirming that such attorney-in-fact
and agent, or their substitute, may lawfully do or cause to be done.

<PAGE>

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
             Signature                                                   Title                          Date
    ----------------------------                           -------------------------------        ----------------
<S>                                                        <C>                                    <C>
/s/ A. Derrill Crowe                                       Chairman of the Board and Chief        December 3, 2003
--------------------------------------                      Executive Officer (Principal
A. Derrill Crowe                                           Executive Officer) and Director

/s/ Howard H. Friedman                                      Senior Vice President, Chief          December 3, 2003
--------------------------------------                      Financial Officer (Principal
Howard H. Friedman                                         Financial Officer) and Secretary

/s/ Victor T. Adamo                                                   Director                    December 3, 2003
--------------------------------------
Victor T. Adamo

/s/ Lucian F. Bloodworth                                              Director                    December 3, 2003
--------------------------------------
Lucian F. Bloodworth

/s/ Paul R. Butrus                                                    Director                    December 3, 2003
--------------------------------------
Paul R. Butrus

/s/ Robert E. Flowers                                                 Director                    December 3, 2003
--------------------------------------
Robert E. Flowers

/s/ John J. McMahon, Jr.                                              Director                    December 3, 2003
--------------------------------------
John J. McMahon, Jr..

/s/ John P. North, Jr.                                                Director                    December 3, 2003
--------------------------------------
John P. North, Jr.

/s/ Ann F. Putallaz                                                   Director                    December 3, 2003
--------------------------------------
Ann F. Putallaz

/s/ William H. Woodhams                                               Director                    December 3, 2003
--------------------------------------
William H. Woodhams

/s/ Wilfred W. Yeargan, Jr.                                           Director                    December 3, 2003
--------------------------------------
Wilfred W. Yeargan, Jr.
</TABLE>

<PAGE>

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT       DESCRIPTION
-------       -----------
<S>           <C>
4.1           Amended and Restated ProAssurance Corporation Stock Ownership Plan

4.2           Enrollment Form

23.1          Consent of Ernst & Young, LLP

24.1          Power of Attorney (included in signature page)
</TABLE>
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{"company-data": {"conformed-name": "PROASSURANCE CORP", "cik": "0001127703", "assigned-sic": "6331", "irs-number": "631261433", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-111136", "film-number": "031052337"}, "business-address": {"street1": "100 BROOKWOOD PLACE", "city": "BIRMINGHAM", "state": "AL", "zip": "35209", "phone": "2058774400"}}
SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                          ----------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                          ----------------------------

                            PROASSURANCE CORPORATION
             (Exact name of registrant as specified in its charter)

           DELAWARE                         6631                 63-1261433
(State or Other Jurisdiction of (Primary Standard Industrial    (IRS Employer
         Incorporation or        Classification Code Number) Identification No.)
          Organization)

                               100 BROOKWOOD PLACE
                            BIRMINGHAM, ALABAMA 35209
                                 (205) 877-4400

          (Address, Including Zip Code, and Telephone Number, Including
             Area Code, of Registrant's Principal Executive Offices)

                              AMENDED AND RESTATED
                  PROASSURANCE CORPORATION STOCK OWNERSHIP PLAN
                              (Full title of plan)

                                A. Derrill Crowe
                               100 Brookwood Place
                            Birmingham, Alabama 35209
                                 (205) 877-4400

          (Address, Including Zip Code, and Telephone Number, Including
                        Area Code, of Agent for Service)

                                   Copies to:

                          Jack P. Stephenson, Jr., Esq.
                                Burr & Forman LLP
                        420 North 20th Street, Suite 3100
                            Birmingham, Alabama 35203
                                 (205) 458-5201

                         CALCULATION OF REGISTRATION FEE
TITLE OF SECURITIES         AMOUNT TO BE                          PROPOSED MAXIMUM AGGREGATE          AMOUNT OF
  TO BE REGISTERED         REGISTERED (1)       PER UNIT (2)      AMOUNT OF OFFERING PRICE (2)   REGISTRATION FEE (3)
  ----------------         --------------       ------------      ---------------------------    --------------------
Common Stock
par value $0.01            100,000 shares          $32.11                  $3,211,000                  $259.77
(1)      Pursuant to Rule 416 of the Securities Act of 1933, as amended (the
         "Act"), the number of shares of securities registered under this
         Registration Statement will be increased as a result of future stock
         splits, stock dividends or similar transactions that occur prior to the
         distribution of the securities covered by this Registration Statement.
         In addition, pursuant to Rule 416(c) under the Act, this Registration
         Statement also covers an indeterminate amount of plan interests to be
         offered or sold pursuant to the Plan.

(2)      In accordance with Rule 457(h)(2), no separate fee calculations are
         made for plan interests. Estimated solely for the purposes of
         calculating the amount of registration fee pursuant to Rule 457(h)
         under the Act, based upon the average of the high and low price per
         share of the Registrant's Common Stock on the New York Stock Exchange
         on December 9, 2003.

(3)      Pursuant to Rule 457(p) the filing fee has been offset against the
         filing fee previously paid by the registrant in the amount of
         $11,835.29 (net after prior offsets under Rule 457(p)) with respect to
         unsold shares of common stock registered under registrant's
         registration statement on Form S-4 (File No. 333-49378) as originally
         filed on November 6, 2000, as amended by Post Effective Amendment No.
         2, filed on January 25, 2002, to reflect the unsold shares.
PART I

                INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

         The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participants as specified by Rule 428(b)(1) of the
Act. This Registration Statement relates to 100,000 shares of ProAssurance
Common Stock that are to be purchased in the open market pursuant to the Amended
and Restated ProAssurance Corporation Stock Ownership Plan. The shares subject
to this Registration Statement are listed on the New York Stock Exchange.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed by Registrant with the Securities and
Exchange Commission are incorporated by reference in this Registration
Statement:

         (1)      The Registrant's Quarterly Report on Form 10-Q for the
                  quarters ended September 30, 2003, June 30, 2003 and March 31,
                  2003;

         (2)      The Registrant's Annual Report on Form 10-K for the year ended
                  December 31, 2002; and

         (3)      The description of the Registrant's Common Stock contained in
                  the Registration Statement on Form 8-A filed with the
                  Securities and Exchange Commission on June 8, 2001.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all such securities then remaining
unsold, shall be deemed to be incorporated by reference in and to be a part
hereof from the date of filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

         As permitted by Delaware law, the Registrant's certificate of
incorporation provides that the directors of the Registrant will not be held
personally liable for a breach of fiduciary duty as a director, except that a
director may be liable for (1) a breach of the director's duty of loyalty to the
corporation or its shareholders, (2) acts made in bad faith or which involve
intentional

                                       2
misconduct or a knowing violation of the law, (3) illegal payment of dividends
under Section 174 of the Delaware General Corporation Law; or (4) for any
transaction from which the director derives an improper personal benefit. The
Registrant's certificate of incorporation further provides that if Delaware law
is amended to authorize corporate action further eliminating or limiting the
personal liability of directors, then the liability of a director of the
Registrant shall be eliminated or limited to the fullest extent permitted by
Delaware law, as so amended.

         The by-laws of the Registrant provide that the Registrant will
indemnify any person involved in litigation brought by a third party or by or in
the right of the Registrant by reason of the fact that he or she is or was a
director, officer, employee or agent of the Registrant or is or was serving at
the request of the Registrant as a director, officer, employee or agent of
another entity. The Registrant will only indemnify such a person if that person
acted in good faith and in a manner he or she reasonably believed to be lawful
and in the best interests of the Registrant, except that the person will not be
entitled to indemnification in an action in which he or she is found to be
liable to the corporation unless the Delaware Court of Chancery deems
indemnification under these circumstances proper.

         The Registrant maintains in effect directors' and officers' liability
insurance which provides coverage against certain liabilities. The Registrant
has entered into indemnification agreements with each of its directors and
executive officers which requires the Registrant to use reasonable efforts to
maintain such insurance during the term of the agreement so long as the Board of
Directors in the exercise of its business judgment determines that the cost is
not excessive and is reasonably related to the amount of coverage and that the
coverage provides a reasonable benefit for such cost. The indemnity agreements
automatically renew for successive one year terms unless sooner terminated by
Registrant on 60 days notice or upon the indemnitee's termination as an officer,
director or employee of Registrant or its subsidiaries.

         The indemnity agreement requires the Registrant to indemnify the
executive officers and directors to the fullest extent permitted under Delaware
law to the extent not covered by liability insurance, including advances of
expenses in the defense of claims against the executive officer or director
while acting in such capacity. It is a condition to such indemnification that
the indemnitee acted in good faith and in a manner that he or she believed to be
in or not opposed to the interest of the Registrant or its shareholders, and
with respect to a criminal action had no reasonable cause to believe his or her
conduct was unlawful. Indemnification is not available from the Registrant:

         (a)      in respect to remuneration that is determined to be in
                  violation of law;

         (b)      on account of any liability arising from a suit for an
                  accounting of profits for the purchase and sale of
                  Registrant's common stock pursuant to Section 16(b) of the
                  Securities Exchange Act of 1934, as amended;

         (c)      on account of conduct that is determined to have been
                  knowingly fraudulent, deliberately dishonest or willful
                  misconduct;

         (d)      if indemnification is prohibited by the applicable laws of the
                  State of Delaware;

                                       3
(e)      if the indemnitee is found to be liable to the Registrant or
                  its subsidiaries unless the Delaware Court of Chancery
                  determines that the indemnitee is fairly and reasonably
                  entitled to indemnification for expenses that the court deems
                  proper; or

         (f)      if a court should determine that such indemnification is not
                  lawful.

         The indemnity agreement requires the indemnitee to reimburse the
Registrant for all reasonable expenses incurred or advanced in defending any
criminal or civil suit or proceedings against the indemnitee if the Registrant
determines that indemnity is not available.

         The form of the indemnity agreement is included is an exhibit to the
Registrant's Annual Report on Form 10-K for the year ended December 31, 2002.
This summary of the indemnity agreement is qualified in its entirety by
reference to the terms and provisions of the form of the indemnity agreement.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8. EXHIBITS

         The exhibits to this registration statement are listed in the Exhibit
Index to this registration statement, which Exhibit Index is hereby incorporated
by reference.

ITEM 9. UNDERTAKINGS

         (a)      The undersigned registrant hereby undertakes:

                  (1)      To file, during any period in which offers or sales
                             are being made, a post-effective amendment to this
                             registration statement:

                           (i)      to include any prospectus required by
                                    Section 10(a)(3) of the Securities Act of
                                    1933;

                           (ii)     to reflect in the prospectus any facts or
                                    events arising after the effective date of
                                    this registration statement (or the most
                                    recent post-effective amendment thereof)
                                    which, individually or in the aggregate,
                                    represent a fundamental change in the
                                    information set forth in the registration
                                    statement; provided, however, that
                                    notwithstanding the foregoing, any increase
                                    or decrease in volume of securities offered
                                    (if the total dollar value of securities
                                    offered would not exceed that which was
                                    registered) and any deviation from the low
                                    or high end of the estimated maximum
                                    offering range may be reflected in the form
                                    of prospectus filed with the Securities and
                                    Exchange Commission pursuant to Rule 424(b)
                                    if, in the aggregate, the changes in volume
                                    and price represent no more than a 20
                                    percent change in the maximum aggregate
                                    offering price set

                                       4
forth in the "Calculation of Registration
                                    Fee" table in the effective registration
                                    statement; and

                           (iii)    to include any material information with
                                    respect to the plan of distribution not
                                    previously disclosed in the registration
                                    statement or any material change to such
                                    information in the registration statement;

                  provided, however, that the undertakings set forth in clauses
                  (i) and (ii) above do not apply if the information required to
                  be included in a post-effective amendment by those clauses is
                  contained in periodic reports filed by the registrant pursuant
                  to Section 13 or 15(d) of the Securities Exchange Act of 1934
                  that are incorporated by reference in this registration
                  statement;

                  (2)      That, for the purpose of determining any liability
                           under the Securities Act of 1933, each such
                           post-effective amendment shall be deemed to be a new
                           registration statement relating to the securities
                           offered therein, and the offering of such securities
                           at that time shall be deemed to be the initial bona
                           fide offering thereof;

                  (3)      To remove from registration by means of a
                           post-effective amendment any of the securities being
                           registered which remain unsold at the termination of
                           the offering.

         The registrant undertakes that for purposes of determining any
liability under the Securities Act of 1933, each filing of the registrant's
annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in this registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer, or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

                                       5
[SIGNATURES ON FOLLOWING PAGE]

                                       6
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8, and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Homewood, State of Alabama, on this the 3 day of
December, 2003.

                                             PROASSURANCE CORPORATION

                                             By: /s/ A. Derrill Crowe
                                                 -------------------------------
                                                 A. Derrill Crowe
                                                 Chairman of the Board and
                                                 Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Frank B. O'Neil, Victor T. Adamo,
and Howard H. Friedman as his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him, and on his behalf and in
his name, place and stead, in any and all capacities, to sign, execute and file
this Registration Statement under the Securities Act of 1933, as amended, and
any or all amendments (including, without limitation, post-effective
amendments), with all exhibits and any and all documents required to be filed
with respect thereto, with the Securities and Exchange Commission or any
regulatory authority, granting unto such attorney-in-fact and agent full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises in order to effectuate the same,
as fully to all intents and purposes as he himself might or could do if
personally present, hereby ratifying and confirming that such attorney-in-fact
and agent, or their substitute, may lawfully do or cause to be done.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature                                                   Title                          Date
    ----------------------------                           -------------------------------        ----------------
/s/ A. Derrill Crowe                                       Chairman of the Board and Chief        December 3, 2003
--------------------------------------                      Executive Officer (Principal
A. Derrill Crowe                                           Executive Officer) and Director

/s/ Howard H. Friedman                                      Senior Vice President, Chief          December 3, 2003
--------------------------------------                      Financial Officer (Principal
Howard H. Friedman                                         Financial Officer) and Secretary

/s/ Victor T. Adamo                                                   Director                    December 3, 2003
--------------------------------------
Victor T. Adamo

/s/ Lucian F. Bloodworth                                              Director                    December 3, 2003
--------------------------------------
Lucian F. Bloodworth

/s/ Paul R. Butrus                                                    Director                    December 3, 2003
--------------------------------------
Paul R. Butrus

/s/ Robert E. Flowers                                                 Director                    December 3, 2003
--------------------------------------
Robert E. Flowers

/s/ John J. McMahon, Jr.                                              Director                    December 3, 2003
--------------------------------------
John J. McMahon, Jr..

/s/ John P. North, Jr.                                                Director                    December 3, 2003
--------------------------------------
John P. North, Jr.

/s/ Ann F. Putallaz                                                   Director                    December 3, 2003
--------------------------------------
Ann F. Putallaz

/s/ William H. Woodhams                                               Director                    December 3, 2003
--------------------------------------
William H. Woodhams

/s/ Wilfred W. Yeargan, Jr.                                           Director                    December 3, 2003
--------------------------------------
Wilfred W. Yeargan, Jr.
EXHIBIT INDEX
EXHIBIT       DESCRIPTION
-------       -----------
4.1           Amended and Restated ProAssurance Corporation Stock Ownership Plan

4.2           Enrollment Form

23.1          Consent of Ernst & Young, LLP

24.1          Power of Attorney (included in signature page)